Siemens 2008 Annual Report Download - page 269

Notes to Consolidated Financial Statements 173
(in millions of €, except where otherwise stated and per share amounts)
a) Authorized Capital 2006 by up to €75 through issuing up to 25 million shares for contributions in cash. The
authorization was granted on January 26, 2006 and expires on January 25, 2011. As of September 30, 2008,
€71 representing 23.71 million shares are still available for issuance.
b) Authorized Capital 2004 by up to €600 through issuing up to 200 million new shares for contributions in
cash and/or kind. The authorization was granted on January 22, 2004 and expires on January 21, 2009.
Regarding Authorized Capital 2004, with the approval of the Supervisory Board, the Managing Board can
exclude shareholders’ pre-emptive rights for capital increases in the form of contributions in kind and in certain
pre-stipulated circumstances for contributions in cash.
In accordance with Authorized Capital 2006 and Authorized Capital 2004, new shares can be issued solely to
employees of Siemens AG and its subsidiaries (provided these subsidiaries are not listed companies themselves
and do not have their own employee stock schemes). Pre-emptive rights of existing shareholders are excluded.
Conditional capital (not issued)
Conditional capital is provided for the purpose of a) issuing convertible bonds, b) accommodating the exercise
of stock option plans and c) settling claims of former Siemens Nixdorf Informationssysteme AG shareholders.
a) Conditional capital provided to service the issuance of bonds with conversion rights or warrants amounts to
€702 and €702 representing 234,162 thousand and 234,162 thousand shares of Siemens AG as of September
30, 2008 and 2007, respectively. The Company’s shareholders authorized the Managing Board in scal 2004,
to issue bonds in an aggregate principal amount of up to €11,250 with conversion rights (convertible bonds)
or with warrants. The authorization will expire on January 21, 2009.
b) Conditional capital to service the 2001 and 1999 Siemens Stock Option Plans amounts to €157, representing
52,317 thousand shares of Siemens AG as of September 30, 2008 and 2007. Of the €157 Conditional capital,
€147, representing 49,000 thousand shares are reserved to solely service the 2001 Siemens Stock Option Plan
and €10, representing 3,317 thousand shares services both the 2001 and 1999 Siemens Stock Option Plans.
c) Conditional capital provided to issue shares to settle claims offered to former SNI AG shareholders who had
not tendered their SNI AG share certicates amounts to €0.6, representing 189 thousand shares as of Septem-
ber 30, 2008 and 2007. Such rights to claim Siemens shares expired in 2007 and no further shares are to be
issued.
Treasury stock
The Company is authorized by its shareholders to acquire up to 10% of Siemens’ capital stock as of the date of
the Annual Shareholders’ resolution. A resolution was passed on January 25, 2007 (2007 resolution), with effect
from March 1, 2007 and granted until July 24, 2008, permitting the repurchase of 89,163,572 Siemens shares.
The 2007 resolution was superseded by another resolution on January 24, 2008 (2008 resolution), which became
effective on March 1, 2008 and which has been granted until July 23, 2009, permitting the repurchase of
91,420,342 Siemens shares. Treasury stock may be sold via a stock exchange or through a public sales offer
made to all shareholders; or a) retired with the approval of the Supervisory Board, b) used to meet obligations
under the Siemens Stock Option Plans (1999 and 2001 plans via the 2007 resolution and 2001 plans via the 2008
resolution), c) offered for purchase to individuals currently or formerly employed by the Company or they may
be granted and transferred to such individuals with a holding period of at least two years; or d) used to service
conversion or option rights granted by the Company. In addition, the Supervisory Board is authorized to offer
repurchased shares to the members of the Managing Board of Siemens AG for purchase as stock-based compen-
sation under the same terms and conditions as those offered to employees of the Company or to grant and
transfer such shares to members of the Managing Board with a holding period of at least two years. The 2008