Siemens 2010 Annual Report Download - page 197

113 Report on post-balance sheet date events
114 Report on expected developments and associated
material opportunities and risks
128 Information required pursuant to § () and
§ () HGB and explanatory report
133 Information required pursuant to § () and
§ () no.  HGB and explanatory report
135 Compensation and declaration pursuant to §a HGB
135 Additional information for supplemental
financial measures
138 Siemens AG (Discussion on basis of HGB)
147 Consolidated Financial Statements
261 Additional information

traded shall apply, with the exception of the last two trading
days of subscription rights trading. § () of the German Stock
Corporation Act (AktG) shall remain unaffected.
In case of warrant bonds being issued, the pro rata amount of
the capital stock represented by the shares subscribed for on
the basis of one warrant bond must not exceed the principal
amount of the warrant bond. In the case of convertible bonds
being issued, the pro rata amount of the capital stock repre-
sented by the shares subscribed for on the basis of one con-
vertible bond must not exceed the principal amount or the
lower issue price of the convertible bond.
The authorization also includes the possibility, subject to the
terms and conditions of the bonds, to provide dilution protec-
tion and / or other adjustments under certain circumstances.
The Managing Board is authorized to determine the further
terms and conditions of bond issues or to establish such terms
and conditions by mutual agreement with the respective issu-
ing consolidated subsidiary.
As a matter of principle, the bonds are to be offered to share-
holders for subscription, including the possibility of issuing
them to banks with the obligation that they must be offered to
shareholders for subscription. However, the Managing Board
is authorized to exclude shareholders’ subscription rights with
the approval of the Supervisory Board (i) provided that the is-
sue price of the bonds is not significantly lower than their
theoretical market price computed in accordance with gener-
ally accepted actuarial methods, (ii) to the extent the exclusion
is necessary with regard to fractional amounts resulting from
the subscription ratio, (iii) in order to grant holders of conver-
sion or option rights on Siemens shares subscription rights as
compensation against the effects of dilution, and (iv) to the
extent that the bonds were issued against non-cash contribu-
tions, in particular within the context of business combina-
tions or when acquiring companies or interests therein.
In order to grant shares of stock to holders of convertible
bonds or warrant bonds issued until January ,  by the
Company or any of its consolidated subsidiaries in accordance
with authorization of the Managing Board adopted by the An-
nual Shareholders’ Meeting on January , , the capital
stock was conditionally increased by €,, through
the issuance of up to ,, no-par value shares regis-
tered in the names of the holders (Conditional Capital ).
For further information on the conditional capitals of the Com-
pany as of September ,  see “Notes to Consolidated Fi-
nancial Statements.”
Based on a resolution of the Annual Shareholders’ Meeting on
January , , the Company was authorized to repurchase
until July ,  up to % of its ,, shares of capital
stock existing at the date of adopting the resolution. On Janu-
ary , , the Annual Shareholders’ Meeting authorized the
Company to acquire until July ,  up to % of its capital
stock of ,, shares existing at the date of adopting the
resolution. The authorization of January , , which is
described in greater detail below, replaced the previous autho-
rization of January ,  with effect from March , .
The aggregate of shares of stock of Siemens AG repurchased
under this authorization and any other Siemens shares previ-
ously acquired and still held in treasury by the Company or
attributable to the Company pursuant to §d and §e of the
German Stock Corporation Act (AktG), may at no time exceed
% of the then existing capital stock. The authorization may be
exercised in whole or in part, once or several times, by Siemens
AG or any of its consolidated subsidiaries, or by third parties on
behalf of Siemens AG or its consolidated subsidiaries.
Any repurchase of Siemens shares shall be accomplished at the
discretion of the Managing Board either () by acquisition over
the stock exchange or () through a public share repurchase
offer. If the Siemens shares are acquired over the stock ex-
change, the purchase price paid per Siemens share (excluding
incidental transaction charges) may neither exceed the market
price of Siemens stock on the trading day, as determined dur-
ing the opening auction of the Xetra trading platform (or a
comparable successor system) by more than % nor fall below
such market price by more than %. If the Siemens shares are
acquired through a public share repurchase offer, the purchase
price or purchase price range per Siemens share (excluding
incidental transaction charges) may neither exceed the aver-
age closing price of Siemens stock in Xetra trading (or a com-
parable successor system) during the last five trading days
prior to the date on which the final Managing Board decision
about the formal offer is made, by more than % nor fall be-
low such average closing price by more than %. If, in case of
a public share repurchase offer, the number of Siemens shares
tendered or offered for purchase by shareholders exceeds the
total volume of shares which the Company intends to reac-
quire, the shareholders’ right to tender may be excluded to the
extent that acceptance will be in proportion to the Siemens