Siemens 2013 Annual Report Download - page 148

92 A. To our Shareholders 117 B. Corporate Governance
118 B. Corporate Governance Report
124 B. Corporate Governance statement pursuant to
Section 289a of the German Commercial Code
(part of the Combined Management Report)
126 B.3 Compliance Report
129 B.4 Compensation Report
(part of the Combined Management Report)
148 B.5 Takeover-relevant information (pursuant to
Sections 289 para. 4 and 315 para. 4 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 (Handels-
gesetzbuch
) and Explanatory Report are part of the Combined
Management Report.
B.5.1 Composition of common stock
As of September 30, 2013, the Company ’s common stock totaled
€2.643 billion (2012: €2.643 billion) divided into 881,000,000
(2012: 881,000,000) 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.
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 Com-
pany ’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 governed
by the provisions of the German Stock Corporation Act, in par-
ticular by Sections 12, 53a et seq., 118 et seq. and 186 of this
German Stock Corporation Act.
B.5.2 Restrictions on voting rights
or transfer of shares
Shares issued to employees worldwide under the employee
share program 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 program 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. The right to receive
matching shares is forfeited, 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 exercise the
voting rights for 9,313,438 shares on behalf of members of the
Siemens family as of October 13, 2013, whereby aforemen-
tioned shares constitute 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 agree-
ment). In order to bundle and represent their interests, the
members of the Siemens family established a family partner-
ship. 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 acting within the bounds of its professional dis-
cretion. Pursuant to the family agreement, the shares under
powers of attorney are voted by the vSV collectively.
B.5.3 Equity interests exceeding 10%
of voting rights
We are not aware of, nor have we during the fiscal year 2013
been notified of, any shareholder directly or indirectly holding
10% or more of the voting rights.
B.5.4 Shares with special rights
conferring powers of control
There are no shares with special rights conferring powers
of control.
B.5.5 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 share program and / or as stock-based compensation
are transferred directly to the employees. 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.
B.5 Takeover-relevant information (pursuant to Sections 289
para. 4 and 315 para. 4 of the German Commercial Code) and
explanatory report