Siemens 2009 Annual Report Download - page 198

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 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
up to 23,710,000 registered shares of no par value against con-
tributions in cash (Authorized Capital 2006). The authoriza-
tion may be implemented in installments. Preemptive rights of
existing shareholders are excluded. The new shares shall be
issued under the conditions that they are offered exclusively
to employees of Siemens AG and its subsidiaries, provided that
these subsidiaries are not listed companies themselves and do
not have their own employee stock schemes.
Furthermore, the Managing Board is authorized to increase,
with the approval of the Supervisory Board, the capital stock
until January 26, 2014 by up to €520,800,000 nominal through
the issuance of up to 173,600,000 registered shares of no par
value against cash contributions and/or contributions in kind
(Authorized Capital 2009). The Managing Board is authorized
to exclude, with the approval of the Supervisory Board, pre-
emptive rights of shareholders in the event of capital increases
against contributions in kind. In addition, preemptive rights of
shareholders may be excluded in the event of capital increases
against cash contributions, (i) to make use of any fractional
amounts, (ii) in order to grant holders of conversion or option
rights issued by the Company or any of its subsidiaries, as pro-
tection against the effects of dilution, preemptive rights to sub-
scribe for new shares, and (iii) if the issue price of the new shares
is not significantly lower than their stock market price and the
total of the shares issued in accordance with §186 (3), 4th sen-
tence, of the German Stock Corporation Act does not exceed 10%
of the capital stock at the date of using this authorization.
As of September 30, 2009, the total unissued authorized capi-
tal of Siemens AG therefore consisted of €591,930,000 nominal
that may be issued in installments with varying terms by issu-
ance of up to 197,310,000 registered shares of no par value. For
details, please refer to §4 of the Articles of Association.
By resolution of the Annual Shareholders’ Meeting of January
27, 2009, the Managing Board was authorized until January 26,
2014 to issue bonds in an aggregate principal amount of up to
€15,000,000,000 with conversion rights (convertible bonds)
or with warrants (bonds with warrants) entitling the holders
to subscribe to up to 200,000,000 new registered shares of no
par value, representing a pro rata amount of up to €600,000,000
of the capital stock. The bonds are to be issued against contri-
butions in cash. The authorization also includes the possibility
to assume the necessary guarantees for bonds issued by sub-
sidiaries of Siemens AG and to grant the holders of such bonds
Siemens shares in satisfaction of the obligations under the
conversion or option rights attaching to these bonds. The
bonds may be issued once or several times, in whole or in part.
The individual bonds shall rank pari passu in all respects.
In case of bonds with warrants being issued, the pro rata
amount of the capital stock represented by the shares sub-
scribed for on the basis of one fractional bond with warrant
must not exceed the principal amount of the fractional bond
with warrant. In the case of convertible bonds being issued,
the pro rata amount of the capital stock represented by the
shares subscribed for on the basis of a convertible bond must
not exceed the principal amount or the lower issue price of a
fractional convertible bond.
In case of bonds being issued that grant conversion rights
without stipulating a conversion obligation, the conversion or
exercise price shall be equal to the lower of 125% of the vol-
ume-weighted average market price of the Siemens stock in
Xetra trading (or a comparable successor system) in the period
between the beginning of institutional placing and the deter-
mination of the issue amount of the bonds (“price determina-
tion”) and 125% of the volume-weighted average market price
of the Siemens stock in Xetra trading (or a comparable succes-
sor system) during the last hour prior to the price determina-
tion. If there is no institutional placing prior to the price deter-
mination, the conversion or exercise price shall be equal to
125% of the volume-weighted average market price of the
Siemens stock in Xetra trading (or a comparable successor
system) on the five trading days preceding the date of price
determination. The lower of the two volume-weighted average
prices in the case of institutional placing or, in the absence of
such a placing prior to the price determination, the volume-
weighted average market price of the five trading days preced-
ing the date of price determination is hereinafter also referred
to as the “reference price”.
In case of bonds being issued that stipulate a conversion obli-
gation, the conversion price shall be equal to the following
amount: (i) 100% of the reference price if the arithmetic mean