Siemens 2009 Annual Report Download - page 196

8
 Reports Supervisory Board /
Managing Board  Corporate Governance  Management’s discussion and analysis  Consolidated Financial Statements
44 Business and operating environment 63 Fiscal 2009 – Financial summary 66 Results of operations 84 Financial position
Information required pursuant to
§315 (4) HGB of the German Commercial
Code and explanatory report
COMPOSITION OF COMMON STOCK
As of September 30, 2009, the Company ’s common stock to-
taled €2.743 billion (2008: €2.743 billion) divided into
914,203,421 (2008: 914,203,421) registered shares with no par
value and a notional value of €3.00 per share. The shares are
fully paid in. In accordance with §4 (3) of the Company ’s Arti-
cles of Association, the right of shareholders to have their
ownership interests evidenced by document is excluded, un-
less such evidence is required under the regulations of a stock
exchange on which the shares are listed. Collective share cer-
tificates may be issued. Pursuant to §67 (2) of the German
Stock Corporation Act (Aktiengesetz, AktG), only those per-
sons recorded in the Company ’s stock register will be recog-
nized as shareholders of the Company. For purposes of record-
ing the shares in the Company ’s stock register, shareholders
are required to submit to the Company the number of shares
held by them and their e-mail address if they have one and, in
the case of individuals, their name, address and date of birth,
or in the case of legal entities, their company name, business
address and registered offices.
All shares confer the same rights and obligations. At the
Annual Shareholders’ Meeting, each share of stock has one
vote and accounts for the shareholders’ proportionate share in
the Company ’s net income. Excepted from this rule are trea-
sury shares held by the Company, which do not entitle the
Company to any rights. The shareholders’ rights and obliga-
tions are governed by the provisions of the German Stock Cor-
poration Act, in particular by §12, §53a et seq., §118 et seq., and
§186 of the German Stock Corporation Act.
RESTRICTIONS ON VOTING RIGHTS
OR TRANSFER OF SHARES
Shares issued to employees under our former employee stock
schemes are subject to company-imposed private law restric-
tions on disposal for two to five years. As a matter of principle,
eligible employees may not dispose of any shares transferred
to them in this way prior to the expiration of the holding period.
Shares issued to employees worldwide, – to the extent legally
permissible – under the new stock scheme implemented since
the beginning of fiscal 2009, i.e., the Share Matching Plan are
freely transferable. However, participants are required to own
and hold the shares issued to them under the rules of the Plan
for a vesting period of about three years in order to receive one
matching share free of charge for each three shares. Any sale
or transfer of the shares prior to vesting of the 3-years period
will forfeit the right to receive matching shares for the sold or
transferred share.
The von Siemens-Vermögensverwaltung GmbH (vSV) has, on
a sustained basis, powers of attorney allowing it to vote, as of
October 13, 2009, 10.805.913 shares on behalf of members of
the Siemens family, whereby aforementioned shares consti-
tute a part of the overall number of shares held by members of
the Siemens family. The vSV is a German limited liability com-
pany and party to an agreement with, among others, members
of the Siemens family (“family agreement“). In order to bundle
and represent their interests, the members of the Siemens
family established a family partnership. This family partner-
ship makes proposals to the vSV with respect to the exercise of
the voting rights at Annual Shareholders’ Meetings of the
Company, which are taken into account by the vSV when act-
ing within the bounds of its professional discretion. Pursuant
to the family agreement, the shares under powers of attorney
are voted by the vSV collectively.
EQUITY INTERESTS EXCEEDING
% OF VOTING RIGHTS
The German Securities Trading Act (Wertpapierhandelsge-
setz, WpHG) requires any investor whose percentage of vot-
ing rights reaches, exceeds or falls below certain thresholds
as the result of purchases, disposals or otherwise must notify
the Company and the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,
BaFin) thereof. The lowest threshold for notification is 3%.
We are not aware of, nor have we been notified of, any share-
holder directly or indirectly holding 10% or more of the voting
rights.