Siemens 2009 Annual Report Download - page 200

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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
The acquisition of the shares of stock is accomplished at the
discretion of the Managing Board either by purchase over the
stock exchange or through a public share purchase offer. If the
shares are acquired over the stock exchange, the purchase
price paid per share (excluding incidental transaction charges)
may neither exceed nor fall below the market price of the
Siemens stock on the trading day, as determined at the open-
ing auction of Xetra trading (or a comparable successor sys-
tem), by more than 10%. If the shares are acquired through a
public share purchase offer, the purchase price or purchase
price range per share (excluding incidental transaction charges)
may neither exceed the average closing price of the Siemens
stock in Xetra trading (or a comparable successor system) dur-
ing the last five trading days prior to the date on which the
final Managing Board resolution about the formal offer is
made, by more than 10% nor fall below this average closing
price by more than 20%. If, in the case of a public share pur-
chase 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 share-
holders’ right to tender may be excluded to the extent that the
purchase will be in proportion to the Siemens shares tendered.
Furthermore, the tender of small lots of up to 150 Siemens
shares per shareholder may receive preferential treatment.
The Managing Board was additionally authorized, with the ap-
proval 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 and
exercise 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 ac-
quisitions based on put or call options, or a combination of put
and call options, are limited to a maximum volume of 5% 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 op-
tions will take place no later than July 26, 2010. It must be stip-
ulated in the option terms and conditions that the exercise of
options is to be satisfied only by utilizing Siemens shares
which were previously acquired over the stock exchange, sub-
ject 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 predeter-
mined purchase price to be paid per Siemens share upon exer-
cise of the options (“strike price”) may neither exceed the aver-
age closing price of the Siemens stock in Xetra trading (or a
comparable successor system) during the last three trading
days prior to conclusion of the relevant option contract by more
than 10% nor fall below this average closing price by more than
30% (in each case excluding incidental transaction charges, but
taking into account option premiums received or paid).
By resolution of the Annual Shareholders’ Meetings on January
24, 2008 and January 27, 2009, the Managing Board was au-
thorized 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 (pursuant to the authorization of 2009
without and pursuant to the authorization of 2008 with the
approval of the Supervisory Board); (ii) such shares of stock
may be used to meet the obligations under the 2001 Siemens
Stock Option Plan; (iii) such shares of stock may be offered for
purchase to individuals 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; (iv) 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 in-
terests therein, (v) such shares may, with the approval of the
Supervisory Board, be sold to third parties against payment in
cash if the price (excluding incidental transaction costs) at
which such shares are to be sold is not significantly 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), or (vi) such shares
may be used to service conversion or option rights granted
by
the Company or any of its subsidiaries. Furthermore, the Su-
pervisory Board was authorized to offer shares reacquired on
the basis of this or any previously given authorization as stock-
based compensation for purchase to members of the Manag-
ing 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 holding period of at least two years.