Siemens 2009 Annual Report Download - page 199

111
 Managing Board statements, Independent auditors’ report, Additional information
95 Net assets position 97 Report on post-balance sheet date events
98 Risk report
108 Information required pursuant to
§315 (4) HGB of the German Commercial
Code and explanatory report
114 Compensation report
114 Report on expected developments
of the closing prices of the Siemens stock in Xetra trading (or a
comparable successor system) during the last twenty consecu-
tive trading days ending on the third trading day prior to the
date of conversion is lower than or equal to the reference price;
(ii) 120% of the reference price if the arithmetic mean of the
closing prices of the Siemens stock in Xetra trading (or a com-
parable successor system) during the last twenty consecutive
trading days ending on the third trading day prior to the date
of conversion is higher than or equal to 120% of the reference
price; (iii) the arithmetic mean of the closing prices of the
Siemens stock in Xetra trading (or a comparable successor
system) during the last twenty consecutive trading days end-
ing on the third trading day prior to the date of conversion if
this amount is higher than the reference price, but lower than
120% of the reference price; or (iv) notwithstanding the above
provisions, 120% of the reference price if the holder of the
bonds exercises an existing conversion right prior to the com-
mencement of the conversion obligation.
Without prejudice to § 9 (1) of the German Stock Corporation
Act (AktG), the conversion or exercise price shall be reduced by
virtue of a dilution protection clause subject to a more precise
definition of the terms and conditions of the bonds by pay-
ment of a corresponding amount in cash upon exercise of the
conversion rights or by reduction of the additional cash contri-
bution if Siemens AG grants preemptive rights to its sharehold-
ers during the conversion or option period (raising its capital
stock, issuing further bonds or participatory notes (Genuss-
rechte) with conversion or option rights or granting other op-
tion rights) and holders of conversion or option rights are not
given preemptive rights on the scale to which they would be
entitled upon exercise of their conversion or option rights. In-
stead of a payment in cash or reduction of the additional cash
contribution, the conversion ratio – if possible – may also be
adjusted by dividing the principal amount by the reduced con-
version price. The terms and conditions may additionally pro-
vide for an adjustment of the conversion or option rights in the
event of a capital reduction, a stock split or other extraordinary
events (such as control being obtained by a third party).
The Managing Board is authorized to determine, alone or in
cooperation with the management bodies of the issuing sub-
sidiaries, 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 shareholders, (i) if the issue
price of a bond is not significantly lower than its fair market
value determined in accordance with generally accepted actu-
arial methods, (ii) if this is necessary with regard to fractional
amounts, and (iii) in order to grant holders of conversion or
option rights on shares of the Company preemptive rights as
compensation against the effects of dilution.
In order to grant shares of stock to holders of convertible
bonds or bonds with warrants issued until January 26, 2014 by
the Company or any of its subsidiaries in accordance with
authorization of the Managing Board adopted by the Annual
Shareholders’ Meeting on January 27, 2009, the capital stock
was conditionally increased by up to €600,000,000 through
the issuance of up to 200,000,000 registered shares of no par
value (Conditional Capital 2009).
For further information on the conditional capitals of the Com-
pany as of September 30, 2009 see “Notes to Consolidated
Financial Statements.”
Based on a resolution of the Annual Shareholders’ Meeting on
January 24, 2008, the Company was authorized to repurchase
until July 23, 2009 up to 10% of its 914,203,421 shares of capital
stock existing at the date of adopting the resolution. On Janu-
ary 27, 2009, the Annual Shareholders’ Meeting authorized the
Company to acquire until July 26, 2010 up to 10% of its capital
stock of 914,203,421 shares existing at the date of adopting the
resolution. The authorization of January 27, 2009, which is de-
scribed in greater detail below, replaced the previous authori-
zation of January 24, 2008 with effect from March 1, 2009. 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% of the then existing capital stock. The autho-
rization 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.