Siemens 2011 Annual Report Download - page 235

153 D. Consolidated Financial Statements
273 E. Additional information
143 C. Additional information for supplemental
financial measures
145 C. Siemens AG (Discussion on basis of
German Commercial Code)
151 C. Notes and forward-looking statements
140 C. Information required pursuant to Section  ()
and Section  () no.  of the German Commer-
cial Code (HGB) and explanatory report
142 C. Compensation report and Corporate Governance
statement pursuant to Section a of the German
Commercial Code (HGB)

C.. Composition of common stock
As of September , , the Company ’s common stock to-
taled €. billion (: €. billion) divided into
,, (: ,,) registered shares with no par
value and a notional value of €. per share. The shares are
fully paid in. In accordance with § () of the Company ’s Arti-
cles of Association, the right of shareholders to have their
ownership interests evidenced by document is excluded, un-
less such evidence is required under the regulations of a stock
exchange on which the shares are listed. Collective share cer-
tificates may be issued. Pursuant to Section  () of the Ger-
man Stock Corporation Act (Aktiengesetz, AktG), only those
persons recorded in the Company ’s stock register will be rec-
ognized as shareholders of the Company. For purposes of re-
cording the shares in the Company ’s stock register, share-
holders are required to submit to the Company the number of
shares held by them and their e-mail address if they have one
and, in the case of individuals, their name, address and date
of birth, or in the case of legal entities, their company name,
business address and registered offices.
All shares confer the same rights and obligations. At the An-
nual Shareholders’ Meeting, each share of stock has one vote
and accounts for the shareholders’ proportionate share in the
Company ’s net income. Excepted from this rule are treasury
shares held by the Company, which do not entitle the Compa-
ny to any rights. The shareholders’ rights and obligations are
governed by the provisions of the AktG, in particular by Sec-
tions , a et seq.,  et seq., and  of this AktG.
C.. Restrictions on voting rights
or transfer of shares
Shares issued to employees under our former employee stock
schemes until  are subject to company-imposed private
law restrictions on disposal for two to five years. As a matter
of principle, eligible employees may not dispose of any shares
transferred to them in this way prior to the expiration of the
vesting period. Shares issued to employees worldwide under
the stock scheme implemented since the beginning of fiscal
, i.e.,
the Share Matching Plan, are freely transferable to
the extent legally permissible. However, participants are re-
quired to own and hold the shares issued to them under the
rules of the Plan for a vesting period of about three years in or-
der to receive one matching share free of charge for each three
shares provided the plan participant has been continuously
employed by Siemens AG or another Siemens company until
the end of the vesting period. Any sale or transfer of the shares
prior to the end of the vesting period will forfeit the right to re-
ceive matching shares for the share sold or transferred.
The von Siemens-Vermögensverwaltung GmbH (“vSV”) has,
on a sustained basis, powers of attorney allowing it to vote, as
of October , , ,, shares on behalf of members of
the Siemens family, whereby aforementioned shares consti-
tute a part of the overall number of shares held by members
of the Siemens family. The vSV is a German limited liability
company and party to an agreement with, among others,
members of the Siemens family (“family agreement”). In order
to bundle and represent their interests, the members of the
Siemens family established a family partnership. This family
partnership makes proposals to the vSV with respect to the
exercise of the voting rights at Shareholders’ Meetings of the
Company, which are taken into account by the vSV when act-
ing within the bounds of its professional discretion. Pursuant
to the family agreement, the shares under powers of attorney
are voted by the vSV collectively.
C.. Equity interests exceeding %
of voting rights
Under the German Securities Trading Act (Wertpapierhan-
delsgesetz, WpHG) holders of voting rights of the Company
are required to notify the Company and the German Federal
Financial Supervisory Authority (Bundesanstalt für Finanz-
dienstleistungsaufsicht, BaFin) of the level of their holdings
whenever such holdings reach, exceed or fall below certain
thresholds. The lowest threshold for notification is % of the
Company ’s outstanding voting rights. In addition, there might
be further notification obligations according to the WpHG, if
investors hold financial instruments that result in an entitle-
ment to acquire, at the holder’s option, voting shares in the
Company. Besides, holders of voting rights are required to no-
tify the Company within  trading days after reaching or ex-
ceeding the threshold of % about their intentions with re-
spect to the voting rights and the origin of the funds used for
the acquisition of voting rights. In addition, the German Take-
over Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)
requires the publication of the acquisition of “control,” which
is defined in the WpÜG as holding of at least % of the voting
rights in a target company.
We are not aware of, nor have we been notified of, any share-
holder directly or indirectly holding % or more of the voting
rights.
C. Information required pursuant to Section  ()
and Section  () of the German Commercial
Code (HGB) and explanatory report