Siemens 2011 Annual Report Download - page 238

6 A. To our shareholders
23 B. Corporate Governance 51 C. Combined management’s discussion and analysis
52 C. Business and operating environment
80 C. Fiscal  – Financial summary
83 C. Results of operations
101 C. Financial position
114 C. Net assets position
117 C. Overall assessment of the economic position
118 C. Report on post-balance sheet date events
119 C. Report on expected developments and
associated material opportunities and risks
135 C. Information required pursuant to Section  ()
and Section  () of the German Commercial
Code (HGB) and explanatory report

creditors 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 Man-
aging Board adopted by the Annual Shareholders’ Meeting on
January , , the capital stock was conditionally increased
by €,, through the issuance of up to ,,
no-par value shares registered in the names of the holders
(Conditional Capital ).
The total of the shares to be issued on the basis of bond is-
sues under these authorizations pursuant to Section  (),
th sentence, of the AktG, in combination with other shares is-
sued or sold by direct or mutatis mutandis application of this
statutory regulation during the effective period of these au-
thorizations, does not exceed % of the capital stock at the
date of using these authorization. This limit also includes
shares of stock issued up to this point in time against non-
cash contributions, under exclusion of shareholders’ sub-
scription rights, on the basis of the Authorized Capital .
In addition, the issue of convertible bonds and / or warrant
bonds pursuant to both authorizations shall be limited to con-
vertible bonds and / or warrant bonds that entitle or oblige to
subscribe to a maximum number of ,, Siemens
shares representing a pro rata amount of €,, of the
capital stock while both authorizations are simultaneously
effective.
For further information on the conditional capitals of the
Company as of September ,  see D. Notes to Consoli-
dated Financial 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 January ,  up to % of its
,, shares of stock existing at the date of adopting
the resolution or – if this value is lower – as of the date on
which the authorization is exercised. The authorization of
January ,  replaced the previous authorization of Janu-
ary ,  with effect from March , . The aggregate of
shares of stock of Siemens AG repurchased under this autho-
rization and any other Siemens shares previously acquired
and still held in treasury by the Company or attributable to
the Company pursuant to Sections d and e of the AktG,
may at no time exceed % of the then existing capital stock.
Any repurchase of Siemens shares shall be accomplished at
the discretion of the Managing Board either (i) by acquisition
over the stock exchange or (ii) through a public share repur-
chase offer.
The Managing Board was additionally authorized, with the
approval of the Supervisory Board, to complete the repur-
chase of Siemens shares in accordance with the authorization
described above, with the use of certain equity derivatives
(put options, call options, forward purchases and by using a
combination of these derivatives). In exercising this authori-
zation, all stock repurchases based on the equity derivatives
are limited to a maximum volume of % of the capital stock of
,, shares existing at the date of adopting the resolu-
tion at the Annual Shareholders’ Meeting. An equity deriva-
tive’s term of maturity must, in each case, not exceed 
months and must be chosen in such a way that the repur-
chase of Siemens shares upon exercise of the equity deriva-
tive will take place no later than January , .
Besides selling them over the stock exchange or through a
public sales offer to all shareholders, the Managing Board was
authorized by resolution of the Annual Shareholders’ Meeting
on January ,  to also use Siemens shares repurchased
on the basis of this or any previously given authorization as
follows: such Siemens shares may be (i) retired; (ii) offered for
purchase to individuals currently or formerly employed by the
Company or any of its consolidated subsidiaries as well as to
board members of any of the Company ’s consolidated subsid-
iaries, or awarded and / or transferred to such individuals with
a vesting period of at least two years, provided that the em-
ployment relationship or board membership existed at the
time of the offer or award commitment; (iii) offered and trans-
ferred, with the approval of the Supervisory Board, to third
parties against non-cash contributions, particularly in con-
nection with business combinations or the acquisition of
companies, businesses, parts of businesses or interests there-
in; (iv) sold, with the approval of the Supervisory Board, to
third parties against payment in cash if the price at which
such Siemens shares are sold is not significantly lower than
the market price of Siemens stock at the time of selling, or (v)
used to meet obligations or rights to acquire Siemens shares
arising from, or in connection with, convertible bonds or war-
rant bonds issued by the Company or any of its consolidated
subsidiaries. The aggregate volume of shares used under the
authorization pursuant to (vi) and (v) by mutatis mutandis ap-
plication of the provisions of Section  (), th sentence, of
the AktG together with other shares issued or sold by direct or
mutatis mutandis application of this statutory regulation dur-