Siemens 2013 Annual Report Download - page 151

155 C. Combined Management Report 253 D. Consolidated Financial Statements 357 E. Additional Information
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The Company may not repurchase its own shares unless so
authorized by a resolution duly adopted by the shareholders at
a general meeting or in other very limited circumstances set
forth in the German Stock Corporation Act. On January ,
2011, the Annual Shareholders’ Meeting authorized the Com-
pany to acquire until January 24, 2016 up to 10% of its capital
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 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 Company pursuant to Sections
71d and 71e of the German Stock Corporation Act, may at no
time exceed 10% of the then existing capital stock. Any repur-
chase of Siemens shares shall be accomplished at the discre-
tion 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 described
above, by using certain equity derivatives (such as put and call
options, forward purchases and any combination of these de-
rivatives). In exercising this authorization, all stock repurchases
based on the equity derivatives are limited to a maximum vol-
ume of 5% of Siemens‘ capital stock existing at the date of
adopting the resolution at the Annual Shareholders’ Meeting.
An equity derivative’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 is
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 subsidiaries as well as to board members
of any of the Company ’s subsidiaries, or awarded and / or trans-
ferred to such individuals with a vesting period of at least two
years, provided that the employment relationship or board
membership exists at the time of the offer or award commit-
ment; (3) offered and transferred, with the approval of the
Supervisory Board, to third parties against non-cash contribu-
tions, particularly in connection with business combinations or
the acquisition of companies, businesses, parts of businesses
or interests therein; (4) sold, with the approval of the Supervi-
sory Board, to third parties against payment in cash if the price
at which such Siemens shares are sold is not significantly low-
er than the market price of Siemens stock at the time of sell-
ing, or (5) used to meet obligations or rights to acquire
Siemens shares arising from, or in connection with, convert-
ible bonds or warrant bonds issued by the Company or any of
its subsidiaries. The aggregate volume of shares used under
the authorization pursuant to (4) and (5) by mutatis mutandis
application of the provisions of Section 186 para. 3 sentence 4
of the German Stock Corporation Act together with other
shares issued or sold by direct or mutatis mutandis application
of this statutory regulation 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 is 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 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 Supervisory
Board to the members of the Managing Board, provided that
Managing Board membership existed at the time of the offer
or award commitment.
As of September 30, 2013, the Company held 37,997,595 (2012:
24,725,674) shares of stock in treasury.
For further information on the authorized and conditional
capitals and on the treasury stock of the Company as of
September 30, 2013 see NOTE  EQUITY in D. NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS on pages 301-303.
B..8 Significant agreements which take
effect, alter or terminate upon a change
of control of the Company following a
takeover bid
Siemens AG maintains two lines of credit in an amount of €4
billion and an amount of US$3 billion respectively which pro-
vide its lenders with a right of termination in the event that (1)
Siemens AG becomes a subsidiary of another company or (2) a