Siemens 2013 Annual Report Download - page 149

155 C. Combined Management Report 253 D. Consolidated Financial Statements 357 E. Additional Information

B..6 Legislation and provisions of the
articles of association applicable to the
appointment and removal of members
of the Managing Board and governing
amendment to the Articles of Association
The appointment and removal of members of the Managing
Board is subject to the provisions of Sections 84 and 85 of the
German Stock Corporation Act and Section 31 of the German
Codetermination Act (Mitbestimmungsgesetz). According to
Section 8 para. 1 of the Articles of Association, the Managing
Board is comprised of several members, the number of which
is determined by the Supervisory Board. Pursuant to Section
84 of the German Stock Corporation Act and Section 9 of the
Articles of Association, the Supervisory Board may appoint a
President of the Managing Board as well as a Vice President.
According to Section 179 of the German Stock Corporation Act,
any amendment to the Articles of Association requires a reso-
lution of the Annual Shareholders’ Meeting. The authority to
adopt purely formal amendments to the Articles of Association
was transferred to the Supervisory Board under Section 13
para. 2 of the Articles of Association. In addition, by resolution
of the Annual Shareholders’ Meetings on January 27, 2009 and
January 25, 2011, the Supervisory Board has been authorized
to amend Section 4 of the Articles of Association in accordance
with the utilization of the Authorized Capital 2009 and the
Authorized Capital 2011, and after expiration of the then-appli-
cable authorization period.
Resolutions of the Annual Shareholders’ Meeting require a sim-
ple
majority vote, unless a greater majority is required by law.
Pursuant to Section 179 para. 2 of the German Stock Corpora-
tion Act, amendments to the Articles of Association require a
majority of at least three-quarters of the capital stock repre-
sented at the time of the casting of the votes, unless another
capital majority is prescribed by the Articles of Association.
B.5.7 Powers of the Managing Board
to issue and repurchase shares
The Managing Board is authorized to increase, with the ap-
proval of the Supervisory Board, the capital stock until January
26, 2014 by up to €520.8 million through the issuance of up to
173.6 million registered shares of no par value against cash
contributions and / or contributions in kind (Authorized Capital
2009). The Managing Board is authorized to exclude, with the
approval of the Supervisory Board, preemptive rights of share-
holders in the event of capital increases against contributions
in kind. In addition, preemptive rights of shareholders may be
excluded in the event of capital increases against cash contri-
butions, (1) to make use of any fractional amounts, (2) in order
to grant holders of conversion or option rights issued by the
Company or any of its subsidiaries, as protection against the
effects of dilution, preemptive rights to subscribe for new
shares, and (3) if the issue price of the new shares is not sig-
nificantly lower than their stock market price and the total of
the shares issued in accordance with Section 186 para. 3 sen-
tence 4 of the German Stock Corporation Act (against cash
contributions not significantly below the stock market price,
with shareholders’ subscription rights excluded) together with
other shares issued or disposed of by direct or mutatis mutan-
dis application of this statutory regulation during the effective
period of this authorization until the date of using this autho-
rization does not exceed 10% 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 24, 2016 by up to €90 million through the issu-
ance of up to 30 million registered shares of no par value against
contributions in cash (Authorized Capital 2011). Preemptive
rights of existing shareholders are excluded. The new shares
shall be issued under the condition that they are offered exclu-
sively to employees of Siemens AG and its subsidiaries. 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 con-
solidated subsidiaries. To the extent permitted by law, employ-
ee shares may also be issued in such a manner that the contri-
bution to be paid on such shares is covered by that part of the
annual net income which the Managing Board and the Super-
visory Board may allocate to other retained earnings under
Section 58 para. 2 of the German Stock Corporation Act.
As of September 30, 2013, the total unissued authorized capital
of Siemens AG therefore consisted of €610.8 million nominal
that may be issued in installments with varying terms by issu-
ance of up to 203.6 million registered shares of no par value. For
details, please refer to Section 4 of the Articles of Association.
By resolution of the Annual Shareholders’ Meeting of January 26,
2010, the Managing Board is authorized until January 25, 2015
to issue bonds in an aggregate principal amount of up to