Siemens 2014 Annual Report Download - page 165

171 C. Combined Management Report 247 D. Consolidated Financial Statements 337 E. Additional Information

The takeover-relevant information pursuant to Sections 
para.  and  para.  of the German Commercial Code (Han-
delsgesetzbuch) and the explanatory report are an integral part
of the Combined Management Report.
B.. Composition of common stock
As of September , , the Company’s common stock
totaled € . billion (: € . billion) divided into  mil-
lion (:  million) registered shares with no par value and
a notional value of € . per share. The shares are fully paid in.
In accordance with Section  para.  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  para.  of the German Stock
Corporation Act (Aktiengesetz), only those persons recorded
in the Company’s stock register will be recognized as share-
holders of the Company.
All shares confer the same rights and obligations. The share-
holders’ rights and obligations are governed by the provisions
of the German Stock Corporation Act, in particular by Sections
, a et seq.,  et seq. and  of the German Stock Corpo-
ration Act.
B.. Restrictions on voting rights or
transfer of shares
At the Annual Shareholders’ Meeting, each share of stock has
one vote and accounts for the shareholders’ proportionate
share in the Company’s net income. Excepted from this rule are
treasury shares held by the Company, which do not entitle the
Company to any rights. Under Section  of the German Stock
Corporation Act the voting right of the affected shares is ex-
cluded by law.
Shares issued to employees worldwide under the employee
share program implemented since the beginning of fiscal ,
in particular the Share Matching Plan, are freely transferable un-
less applicable local laws provide otherwise. However, in order
to receive one matching share free of charge for each three
shares purchased, participants are required to hold the shares
purchased by them under the rules of the program for a vesting
period of about three years, during which the participants have
to be continuously employed by Siemens AG or another Siemens
company. The right to receive matching shares is forfeited if the
purchased 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 ,, shares (as of September , ) on
behalf of members of the Siemens family, 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.. Equity interests exceeding  %
of voting rights
We are not aware of, nor have we during the fiscal year 
been notified of, any shareholder directly or indirectly holding
 % or more of the voting rights.
B.. Shares with special rights
conferring powers of control
There are no shares with special rights conferring powers of
control.
B.. 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. Takeover-relevant information (pursuant to Sections 
para.  and  para.  of the German Commercial Code) and
explanatory report