Siemens 2012 Annual Report Download - page 137

49 C. Combined Management Report 239 E. Additional Information 135 D. Consolidated Financial Statements
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. and . years, respectively. The maturities refer to both the
bonds and the related warrants. After issuance, the warrants
can be detached from the bonds, the option period com-
menced on March 28, 2012. The bonds with warrant units, the
bonds detached from warrants and the warrants detached are
listed by Deutsche Bank AG in the Open Market segment of the
Frankfurt Stock Exchange (Freiverkehr).
On January 25, 2011, the Annual Shareholders’ Meeting autho-
rized the Company to acquire until January 24, 2016 up to 10%
of its 914,203,421 shares of stock existing at the date of adopt-
ing the resolution or – if this value is lower – as of the date on
which the authorization is exercised. The aggregate of shares
of stock of Siemens AG repurchased under this authorization
and any other Siemens shares previously acquired and still
held in treasury by the Company or attributable to the Compa-
ny pursuant to Sections 71d and 71e of the German Stock Cor-
poration Act, may at no time exceed 10% of the then existing
capital stock. Any repurchase of Siemens shares shall be ac-
complished at the discretion of the Managing Board either (1)
by acquisition over the stock exchange or (2) through a public
share repurchase offer.
The Managing Board is additionally authorized, with the ap-
proval of the Supervisory Board, to complete the repurchase of
Siemens shares in accordance with the authorization de-
scribed above, with the use of certain equity derivatives (put
options, call options, forward purchases and by using a combi-
nation of these derivatives). In exercising this authorization,
all stock repurchases based on the equity derivatives are limit-
ed to a maximum volume of 5% of the capital stock of
914,203,421 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 18
months and must be chosen in such a way that the repurchase
of Siemens shares upon exercise of the equity derivative will
take place no later than January 24, 2016.
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 25, 2011 to also use Siemens shares repurchased on
the basis of this or any previously given authorization as fol-
lows: such Siemens shares may be (1) retired; (2) 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; (3) offered and trans-
ferred, with the approval of the Supervisory Board, to third
parties against non-cash contributions, particularly in connec-
tion with business combinations or the acquisition of compa-
nies, businesses, parts of businesses or interests therein; (4)
sold, with the approval of the Supervisory Board, to third par-
ties 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 (5) used to meet ob-
ligations or rights to acquire Siemens shares arising from, or in
connection with, convertible bonds or warrant bonds issued
by the Company or any of its consolidated subsidiaries. The ag-
gregate volume of shares used under the authorization pursu-
ant to (4) and (5) by mutatis mutandis application of the provi-
sions of Section 186 para. 3sentence 4 of the German Stock
Corporation Act together with other shares issued or sold by
direct or mutatis mutandis application of this statutory regula-
tion during the effective period of this authorization until the
date of using this authorization must not exceed 10% of the
capital stock at that point in time.
Furthermore, the Supervisory Board was authorized by resolu-
tion of the Annual Shareholders’ Meeting on January 25, 2011
to use shares acquired on the basis of this or any previously
given authorization to meet obligations or rights to acquire
Siemens shares that were or will be agreed with members of
the Managing Board of Siemens AG within the framework of
rules governing Managing Board compensation. In particular,
repurchased shares may be offered for acquisition, or awarded
and / or transferred subject to a restriction period, by the Super-
visory Board to the members of the Managing Board, provided
that Managing Board membership existed at the time of the
offer or award commitment.
In August 2012, Siemens announced a share buy back amount-
ing to up to €3 billion, using the authorization given by the An-
nual Shareholders’ Meeting on January 25, 2011. The shares re-
purchased may be used for the purposes of cancellation and
reduction of capital stock, issuance to employees, board mem-
bers of affiliated companies and members of the Managing
Board as well as to meet obligations arising under and in con-
nection with convertible bonds and warrant bonds. The share
buy back was completed on November 7, 2012, after repurchas-
ing 37,949,286 shares, the total consideration paid for the
shares amounting to about €2,9 billion (excluding incidental
transaction charges). Additionally, the Managing Board decid-
ed to cancel 33,203,421 treasury shares, which reduced the
common stock from 914,203,421 to 881
million shares. As of
Sep
tember 30, 2012, the Company held 24,725,674 (2011:
39,952,074) shares
of stock in treasury.
For further information on the authorized and conditional capi-
tals and on the treasury stock of the Company as of September
30, 2012 see
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