Siemens 2011 Annual Report Download - page 237

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)

tributions in kind. In addition, preemptive rights of sharehold-
ers may be excluded in the event of capital increases against
cash contributions, () to make use of any fractional amounts,
() in order to grant holders of conversion or option rights is-
sued by the Company or any of its subsidiaries, as protection
against the effects of dilution, preemptive rights to subscribe
for new shares, and () 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 Section  (),
th sentence, of the AktG (against cash contributions not sig-
nificantly below the stock market price, with shareholders’
subscription rights excluded) together with other shares is-
sued or disposed of by direct or mutatis mutandis application
of this statutory regulation during the effective period of this
authorization until the date of using this authorization does
not exceed % of the capital stock at that point in time.
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 contributions in cash (Authorized Capital ). Pre-
emptive rights of existing shareholders are excluded. The new
shares shall be issued under the condition that they are of-
fered exclusively to employees of Siemens AG and its subsid-
iaries. The new shares may also be issued to a suitable bank
that assumes the obligation to use these shares for the sole
purpose of granting them to employees of Siemens AG and
any of its consolidated subsidiaries. To the extent permitted
by law, employee shares may also be issued in such a manner
that the contribution to be paid on such shares is covered by
that part of the annual net income which the Managing Board
and the Supervisory Board may allocate to other retained
earnings under Section  () of the AktG.
As of September , , the total unissued authorized capi-
tal of Siemens AG therefore consisted of €,, nomi-
nal that may be issued in installments with varying terms by
issuance of up to ,, registered shares of no par val-
ue. For details, please refer to § of the Articles of Association.
By resolution of the Annual Shareholders’ Meeting of Janu-
ary ,
, the Managing Board was authorized until Janu-
ary ,  to issue bonds in an aggregate principal amount
of up to €,,, with conversion rights or with war-
rants attached, or a combination of these instruments, enti-
tling the holders to subscribe to up to ,, new regis-
tered shares of Siemens AG of no par value, representing a pro
rata amount of up to €,, of the capital stock. The
bonds under this authorization are to be issued against cash
or non-cash contributions.
Besides, by resolution of the Annual Shareholders’ Meeting of
January , , the Managing Board was authorized until
January ,  to issue bearer or registered bonds in an ag-
gregate principal amount of up to €,,, with con-
version rights or with bearer or registered warrants attached
or a combination of these instruments, entitling the holders
to subscribe to up to ,, new registered shares of
Siemens AG of no par value, representing a pro rata amount of
up to €,, of the capital stock. The bonds under this
authorization are to be issued against cash contributions.
For further details of the authorizations please refer to the re-
spective resolutions of the Annual Shareholders’ Meetings. In
particular, the bonds are, as a matter of principle, to be of-
fered to shareholders for subscription, including the possibili-
ty 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’ sub-
scription rights with the approval of the Supervisory Board ()
provided that the issue price of the bonds is not significantly
lower than their theoretical market price computed in accor-
dance with generally accepted actuarial methods, () to the
extent the exclusion is necessary with regard to fractional
amounts resulting from the subscription ratio, () in order to
grant holders of conversion or option rights or conversion or
option obligations on Siemens shares subscription rights as
compensation against the effects of dilution, and () to the
extent that 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 the authorization of the Managing Board adopted by the
Annual Shareholders’ Meeting on January , , the capi-
tal stock was conditionally increased by €,,
through the issuance of up to ,, no-par value
shares registered in the names of the holders (Conditional
Capital ). In order to grant shares of stock to holders or