Siemens 2013 Annual Report Download - page 302

92 A. To our Shareholders 117 B. Corporate Governance 155 C. Combined Management Report

Conditional Capital  to service the issuance of bonds with
conversion rights and / or with warrants or a combination
thereof in an aggregate principal amount of up to € billion,
entitling the holders to subscribe to up to  million shares of
Siemens AG with no par value, representing up to € million
of capital stock. The authorization to issue such bonds was
granted in January  and will expire on January , .
Conditional Capital  to service the issuance of bonds with
conversion rights and / or with warrants in an aggregate princi-
pal amount of up to € billion, entitling the holders to sub-
scribe to up to  million shares of Siemens AG with no par
value, representing up to € million of capital stock. The au-
thorization to issue such bonds was granted on January ,
 and will expire on January , .
Conditional Capital to service the  and  Siemens Stock
Option Plans amounts to € million, representing . mil-
lion shares of Siemens AG as of September ,  and .
The last tranche of stock options expired in November 
and from that date on, no further shares are to be issued.
Conditional Capital provided to issue shares to settle claims of-
fered to former SNI AG shareholders who had not tendered
their SNI AG share certificates amounts to €. million, repre-
senting  thousand shares as of September ,  and
. Such rights to claim Siemens shares expired in  and
no further shares are to be issued.
TRANSACTIONS WITH
NON-CONTROLLING INTERESTS
In connection with an acquisition in fiscal , a minority
shareholder was granted a put option on the non-controlling
interests. This transaction with non-controlling interests im-
pacted line item Retained earnings by €() million as of
September , .
TREASURY SHARES
The Company is authorized by its shareholders to acquire trea-
sury shares of up to % of its capital stock existing at the date
of the shareholders’ resolution or – if this value is lower – as of
the date on which the authorization is exercised. The authori-
zation became effective on March ,  and remains in force
through January , . According to the resolution, repur-
chased shares may be () sold via a stock exchange or through
a public sales offer made to all shareholders; () retired; ()
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) transferred to such individuals with a vesting
period of at least two years, provided employment or Board
membership exists at the time of the award; () offered and
transferred with the approval of the Supervisory Board to third
parties against contributions in kind, particularly in connec-
tion with business combinations or the acquisition of compa-
nies, businesses, parts of businesses or interests therein; ()
with the approval of the Supervisory Board sold to third parties
against payment in cash if the price at which such Siemens
shares are to be sold is not significantly lower than the market
price of the Siemens stock at the time of selling; or () used to
service convertible bonds or warrant bonds issued by the Com-
pany or any of its subsidiaries. In addition, the Supervisory
Board may use repurchased shares 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.
The current authorization to acquire Siemens shares is supple-
mented by an authorization to repurchase up to % of its
capital stock existing at the date of the shareholders’ resolu-
tion by using equity derivatives or forward purchases with
a maximum maturity term of  months; the repurchase of
treasury shares upon the exercise of such instruments shall be
no later than January , .
In August , Siemens announced a share buyback amount-
ing to up to € billion which ended in November . The
shares repurchased may be used for the purposes of cancella-
tion and reduction of capital stock, issuance to employees,
board members of affiliated companies and members of the
Managing Board as well as to meet obligations arising under
and in connection with convertible bonds and warrant bonds.
In addition, in fiscal , under the current authorization to
acquire treasury shares given by resolution at the Annual
Shareholders’ Meeting, the Company repurchased as many
treasury shares as were necessary to keep the number of
treasury shares at a set level until the effective date of the
spin-off of OSRAM in July .
In fiscal , the Company repurchased ,, treasury
shares at a weighted average share price of €.. Additional-
ly, in fiscal , the Managing Board decided to cancel
,, treasury shares, which reduced issued capital from
 million shares to  million shares. In fiscal , Siemens
repurchased ,, treasury shares at weighted average
costs per share of €..
In fiscal  and , ,, shares and ,, shares,
respectively, were transferred in connection with equity s ettled
share-based payment plans.