Siemens 2009 Annual Report Download - page 262

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 Reports Supervisory Board /
Managing Board  Corporate Governance  Management’s discussion and analysis  Consolidated Financial Statements
 Consolidated Statements of Income  Consolidated Statements of Income
and Expense Recognized in Equity
 Consolidated Balance Sheets  Consolidated Statements of Cash Flow
Treasury stock
The Company is authorized by its shareholders to acquire up to
91,420,342 Siemens shares. The resolution was adopted on
January 27, 2009 and is valid until July 26, 2010. It took effect
on March 1, 2009, superseding the prior authorization dating
January 24, 2008 with effect on March 1, 2008. According to
the current resolution, repurchased shares may be (i) sold via a
stock exchange or through a public sales offer made to all
shareholders; (ii) retired, (iii) used to meet the obligations un-
der the 2001 Siemens Stock Option Plan (iv) offered for pur-
chase to individuals currently or formerly employed by the
Company or any of its subsidiaries or granted and transferred
to such individuals with a holding period of at least two years;
(v) offered and transferred with the approval of the Supervi-
sory Board to third parties against contributions in kind, par-
ticularly in connection with business combinations or the ac-
quisition of companies or interests therein; (vi) sold with the
approval of the Supervisory Board to third parties against pay-
ment in cash if the price (excluding incidental transaction
costs) at which such Siemens shares are to be sold is not sig-
nificantly 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 (vii) used to service conversion or option rights granted by
the Company or any of its subsidiaries. In addition, the Super-
visory Board is authorized to offer repurchased shares to the
members of the Managing Board of the Company for purchase
as stock-based compensation under the same terms and con-
ditions 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.
Additionally, a resolution is in effect that authorizes the Com-
pany to repurchase its own shares by using equity derivatives,
such as put and call options and a combination of put and call
options. The term of such options must be chosen in a way
that any repurchase of the Company ’s own shares upon the
exercise of the option will take place no later than July 26,
2010.
Conditional Capital (not issued)
Conditional Capital is provided for the purpose of a) issuing
convertible bonds, b) accommodating the exercise of stock op-
tion plans and c) settling claims of former Siemens Nixdorf In-
formationssysteme AG shareholders.
a) Conditional Capital to issue bonds in an aggregate princi-
pal amount of up to €15 billion with conversion rights or
with warrants entitling the holders to subscribe to up to
200 million new shares of Siemens AG with no par value,
representing up to €600 of capital stock (Conditional capi-
tal 2009). The authorization will expire on January 26,
2014.
b) Conditional Capital to service the 2001 and 1999 Siemens
Stock Option Plans amounts to €157, representing 52.32
million shares of Siemens AG as of September 30, 2009
and 2008. Of the €157 Conditional capital, €147, represent-
ing 49 million shares, is reserved to solely service the 2001
Siemens Stock Option Plan and €10, representing 3.32 mil-
lion 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 ten-
dered their SNI AG share certificates amounts to €0.6, rep-
resenting 189 thousand shares as of September 30, 2009
and 2008. Such rights to claim Siemens shares expired in
2007 and no further shares are to be issued.
d) Conditional Capital 2004 expired on January 21, 2009. It
was provided to service the issuance of bonds with con-
version rights or warrants and amounted to €702 repre-
senting 234.2 million shares of Siemens AG as of Septem-
ber 30, 2008. The Company ’s shareholders authorized the
Managing Board in fiscal 2004, to issue bonds in an ag-
gregate principal amount of up to €11,250 with conversion
rights (convertible bonds) or with warrants.