Siemens 2012 Annual Report Download - page 134

1 A. To our Shareholders 21 B. Corporate Governance
22 B. Corporate Governance Report
28 B. Corporate Governance statement pursuant to
Section a of the German Commercial Code
(part of the Combined Management Report)
29 B. Compliance Report
31 B. Compensation Report
(part of the Combined Management Report)
44 B. Takeover-relevant information (pursuant to
Sections  para.  and  para.  of the
German Commercial Code) and explanatory report
(part of the Combined Management Report)

The Takeover-Relevant Information pursuant to Sections
289 para. 4 and 315 para. 4 of the German Commercial Code
(Han dels gesetzbuch) and Explanatory Report are part of the
Combined Management Report.
.. Composition of common stock
As of September 30, 2012, the Company ’s common stock totaled
€2.643 billion (2011: €2.743 billion) divided into 881 million
(2011: 914,203,421) registered shares with no par value and a
notional value of €3.00 per share. The shares are fully paid in.
In accordance with Section 4 para. 3 of the Company ’s Articles
of Association, the right of shareholders to have their owner-
ship interests evidenced by document is excluded, unless such
evidence is required under the regulations of a stock exchange
on which the shares are listed. Collective share certificates
may be issued. Pursuant to Section 67 para. 2 of the German
Stock Corporation Act (Aktiengesetz), only those persons re-
corded in the Company ’s stock register will be recognized as
shareholders of the Company. For purposes of recording the
shares in the Company ’s stock register, shareholders are re-
quired 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 Annual
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 Company
to any rights. The shareholders’ rights and obligations are gov-
erned by the provisions of the German Stock Corporation Act,
in particular by Sections 12, 53a et seq., 118 et seq. and 186 of
this German Stock Corporation Act.
.. Restrictions on voting rights or
transfer of shares
Shares issued to employees worldwide under the stock
scheme
implemented since the beginning of fiscal 2009, in
particular the Share Matching Plan, are freely transferable.
However, participants are required to own and hold the shares
issued to them under the rules of the Plan for a vesting period
of about three years, during which the participants have to
have been continuously employed by Siemens AG or another
Siemens company, in order to receive one matching share free
of charge for each three shares provided. The right to receive
matching shares forfeits, if the underlying shares are sold,
transferred, hedged on, pledged or hypothecated in any way
during the vesting period.
The von Siemens-Vermögensverwaltung GmbH (vSV) has, on a
sustained basis, powers of attorney allowing it to vote, as of
October 12, 2012, 11,454,464 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 com-
pany 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 partner-
ship 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 acting within
the bounds of its professional discretion. Pursuant to the fami-
ly agreement, the shares under powers of attorney are voted
by the vSV collectively.
.. Equity interests exceeding
% of voting rights
We are not aware of, nor have we been notified of, any share-
holder directly or indirectly holding 10% or more of the voting
rights.
.. Shares with special rights
conferring powers of control
There are no shares with special rights conferring powers of
control.
.. System of control of any
employee share scheme where
the control rights are not
exercised directly by the employees
Shares of stock issued by Siemens AG to employees under its
employee stock scheme are transferred directly to the employ-
ees. The beneficiary employees who hold shares of employee
stock may exercise their control rights in the same way as any
other shareholder directly in accordance with applicable laws
and the Articles of Association.
. - 
(
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  