Siemens 2008 Annual Report Download - page 207

Management’s discussion and analysis 111
ing (or a comparable successor system) during the last ve trading days prior to the date on which the nal
Managing Board resolution about the formal offer is made, by more than 20 percent. If, in the case of a public
share purchase offer, the number of Siemens shares tendered or offered for purchase by shareholders exceeds
the total volume of shares which the Company intends to reacquire, the shareholders’ right to tender may be
excluded to the extent that acquisition shall be in proportion to the Siemens shares tendered or offered for pur-
chase. Furthermore, the tender or offer for purchase of small lots of up to 150 Siemens shares per shareholder
may receive preferential treatment.
The Managing Board was additionally authorized, with the approval of the Supervisory Board, to sell options
whereby the Company takes on the obligation of buying Siemens shares upon exercise of the options (“put
options”), to purchase options whereby the Company has the right to acquire Siemens shares upon exercise of
the options (“call options”), and to acquire Siemens shares by using a combination of put and call options. In
exercising this authorization, all stock acquisitions based on put or call options, or a combination of put and call
options, are limited to a maximum volume of ve percent of the capital stock of 914,203,421 shares existing at
the date of adopting the resolution at the Annual Shareholders’ Meeting. The maturity term of the options must
be chosen in such a way that the acquisition of Siemens shares upon exercise of the options will take place no
later than July 23, 2009. It must be stipulated in the option terms and conditions that the exercise of options is
to be satised only by utilizing Siemens shares which were previously acquired over the stock exchange, subject
to compliance with the principle of equal treatment, at the then current stock market price of the Siemens stock
in XETRA trading (or a comparable successor system). The predetermined purchase price to be paid per Siemens
share upon exercise of the options (“strike price”) may neither exceed nor fall below the average closing price
of the Siemens stock in XETRA trading (or a comparable successor system) during the last ve trading days prior
to conclusion of the relevant option contract by more than 10 percent (in each case excluding incidental transac-
tion charges, but taking into account option premiums received or paid).
By resolution of the Annual Shareholders’ Meetings on January 25, 2007 and January 24, 2008, the Managing
Board was authorized to also use shares acquired on the basis of this or any previously given authorization as
follows: (i) such shares of stock may be retired with the approval of the Supervisory Board; (ii) such shares of
stock may be used to meet the obligations under Siemens Stock Option Plans (1999 and 2001 plans via the 2007
resolution and 2001 plans via the 2008 resolution); (iii) such shares of stock may be offered for purchase to indi-
viduals currently or formerly employed by the Company or any of its subsidiaries, or they may be granted and
transferred to such individuals with a holding period of at least two years; or (iv) such shares of stock may be
used to service conversion or option rights granted by the Company or any of its subsidiaries upon the issuance
of bonds. In addition, the authorization of January 24, 2008 allows the Company to use Siemens shares acquired
on the basis of this or any previously given authorization as follows: (i) such shares may, with the approval of
the Supervisory Board, be offered and transferred to third parties against contributions in kind, particularly in
connection with business combinations or the acquisition of companies or interests therein; or (ii) such shares
may, with the approval of the Supervisory Board, be sold to third parties against payment in cash if the price at
which such Siemens shares are to be sold (excluding incidental transaction costs) is not signicantly lower than
the market price of the Siemens stock on the trading day, as determined during the opening auction of the
XETRA trading platform (or a comparable successor system). Furthermore, the Supervisory Board was author-
ized to offer shares reacquired on the basis of this or any previously given authorization as stock-based compen-
sation for purchase to members of the Managing Board of Siemens AG under the same terms and conditions as
those offered to employees of the Company, or to grant and transfer them with a lockup period of at least two
years.
As of September 30, 2008, the Company held 52,645,665 (2007: 383) shares of stock in treasury.