Siemens 2008 Annual Report Download - page 206

110 Management’s discussion and analysis
Company’s notice of acceptance following a public solicitation to submit subscription offers. In the event that
subscription rights are traded, the closing market prices during the trading days on which the subscription
rights are traded shall apply, with the exception of the last two trading days of subscription rights trading.
The provisions of §9 (1) of the German Stock Corporation Act shall remain unaffected.
The Managing Board is authorized to determine, alone or in cooperation with the management bodies of the
issuing subsidiaries, the further terms and conditions of the bonds.
As a matter of principle, the bonds are to be offered to the shareholders for purchase. However, the Managing
Board is authorized to exclude, with the approval of the Supervisory Board, any preemptive rights of sharehold-
ers, (i) if the issue price of a bond is not signicantly lower than its fair market value determined in accordance
with generally accepted actuarial methods, (ii) if this is necessary with regard to residual amounts, and (iii) in
order to grant subscription rights to holders of conversion or option rights for shares of the Company as reason-
able compensation for dilution of the economic value of such rights.
If the economic value of conversion or option rights is diluted during the life of the bonds and no subscription
rights are granted as compensation, the conversion or option rights shall be adjusted in value in accordance
with the trading terms and conditions applicable to dilution on the Eurex Deutschland exchange as detailed in
the conditions of issue relating to the bonds and without prejudice to §9 (1) of the German Stock Corporation
Act, unless such adjustment is mandatory under German law.
To service the exercise of the conversion or option rights issued until January 21, 2009 by the Company or any
of its subsidiaries in accordance with authorization of the Managing Board adopted by the Annual Shareholders’
Meeting on January 22, 2004, the capital stock was conditionally increased by up to €733,527,750 through the
issuance of up to 244,509,250 registered shares of no par value (Conditional Capital 2004).
As of September 30, 2008, the Conditional Capital 2004 amounted to €702,485,370 or 234,161,790 shares of
capital stock.
Based on a resolution of the Annual Shareholders’ Meeting on January 25, 2007, the Company was authorized
to repurchase until July 24, 2008 up to 10 percent of its 891,635,721 shares of capital stock existing at the date
of adopting the resolution. On January 24, 2008, the Annual Shareholders’ Meeting authorized the Company
to acquire until July 23, 2009 up to 10 percent of its capital stock of 914,203,421 shares existing at the date of
adopting the resolution. The authorization of January 24, 2008, which is described in greater detail below,
replaced the previous authorization of January 25, 2007 with effect from March 1, 2008. The aggregate of shares
acquired under this authorization and any other shares previously acquired and still held in treasury by the
Company or to be attributed to the Company pursuant to §71d and §71e of the German Stock Corporation Act,
shall at no time exceed 10 percent of the then existing capital stock. The authorization may be exercised by the
Company in whole or in part, once or several times, but also by any of its subsidiaries or by third parties on
behalf of the Company or its subsidiaries.
The acquisition of the shares of stock is accomplished at the discretion of the Managing Board either by pur-
chase over the stock exchange or through a public share purchase offer. If the shares are acquired over the stock
exchange, the purchase price paid per share (excluding incidental transaction charges) may neither exceed nor
fall below the market price of the Siemens stock on the trading day, as determined at the opening auction of
XETRA trading (or a comparable successor system), by more than 10 percent. If the shares are acquired through
a public share purchase offer, the purchase price or purchase price range per share (excluding incidental trans-
action charges) may neither exceed nor fall below the average closing price of the Siemens stock in XETRA trad-