Siemens 2010 Annual Report Download - page 196

6 To our shareholders 21 Corporate Governance 49 Combined management’s discussion and analysis
50 Business and operating environment
78 Fiscal  – Financial summary
81 Results of operations
98 Financial position
110 Net assets position
113 Overall assessment of the economic position

of the Managing Board or as President of the Managing Board
for good cause.
According to § of the German Stock Corporation Act, any
amendment to the Articles of Association requires a resolution
of the Annual Shareholders’ Meeting. The authority to adopt
purely formal amendments to the Articles of Association was
transferred to the Supervisory Board under § () of the Arti-
cles of Association. In addition, by resolution of the Annual
Shareholders’ Meetings on January ,  and January ,
, the Supervisory Board has been authorized to amend §
of the Articles of Association in accordance with the utilization
of the Authorized Capital  and Authorized Capital ,
and after expiration of the then-applicable authorization period.
Resolutions of the Annual Shareholders’ Meeting require a
simple majority vote, unless a greater majority is required by
law. Pursuant to § () of the German Stock Corporation Act,
amendments to the Articles of Association require a majority
of at least three-fourth of the capital stock represented at the
voting round, unless another capital majority is prescribed by
the Articles of Association.
POWERS OF THE MANAGING BOARD
TO ISSUE AND REPURCHASE SHARES
The Managing Board is authorized to increase, with the ap-
proval of the Supervisory Board, the capital stock until January
,  by up to €,, through the issuance of up to
,, registered shares of no par value against contribu-
tions in cash (Authorized Capital ). The authorization 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 em-
ployees 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 ,  by up to €,, through the issu-
ance of up to ,, registered shares of no par value
against cash contributions and / or contributions in kind (Au-
thorized Capital ). The Managing Board is authorized to
exclude, with the approval of the Supervisory Board, preemp-
tive 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
protection against the effects of dilution, preemptive rights to
subscribe 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 § (),

th
sentence, of the German Stock Corporation Act does not
exceed  percent of the capital stock at the date of using this
authorization.
As of September , , the total unissued authorized capital
of Siemens AG therefore consisted of €,, nominal
that may be issued in installments with varying terms by issu-
ance of up to ,, registered shares of no par value. For
details, please refer to § of the Articles of Association.
By resolution of the Annual Shareholders’ Meeting of January
, , the Managing Board was authorized until January ,
 to issue bonds in an aggregate principal amount of up to
€,,, with conversion rights (convertible bonds) or
with warrants attached (warrant bonds), or a combination of
these instruments, entitling the holders to subscribe to up to
,, new registered shares of Siemens AG of no par
value (“Siemens shares”), representing a pro rata amount of up
to €,, of the capital stock (hereinafter referred to as
“bonds”). The bonds are to be issued against cash or non-cash
contributions. The authorization also includes the possibility
to assume the guarantee for bonds issued by consolidated
subsidiaries of Siemens AG and to make the statements and to
take the required actions necessary for successful issuance of
bonds, and, furthermore, to grant to holders of such bonds
Siemens shares to the extent holders of convertible bonds or
warrants under warrant bonds exercise their conversion or
option rights or if mandatory conversion is effected. The bonds
may be issued once or several times, wholly or in part, or si-
multaneously in different tranches. All partial bonds belonging
to a particular tranche issued shall rank pari passu in all re-
spects.
The conversion or exercise price must not fall below % of the
market price of Siemens stock as quoted by the Xetra trading
system (or a comparable successor system). The calculation
shall be based on the mean closing price over the ten trading
days prior to the date on which the final Managing Board reso-
lution is reached to submit an offer for the subscription of
bonds or to the Company’s notice of acceptance following a
public solicitation to submit subscription offers. In the event
that subscription rights are traded, the closing market prices
during the trading days on which the subscription rights are