Siemens 2014 Annual Report Download - page 166

108 A. To our Shareholders 131 B. Corporate Governance
132 B. Corporate Governance Report
136 B. Corporate Governance statement pursuant to
Section a of the German Commercial Code
(part of the Combined Management Report)
138 B. Compliance Report
(part of the Combined Management Report)
144 B. Compensation Report
(part of the Combined Management Report)
165 B. Takeover-relevant information (pursuant to
Sections  para.  and  para.  of the
German Commercial Code) and explanatory report
(part of the Combined Management Report)

B.. 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  and  of the
German Stock Corporation Act and Section  of the German
Codetermination Act (Mitbestimmungsgesetz). According to
Section  para.  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 
of the German Stock Corporation Act and Section  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  of the German Stock Corporation Act,
any amendment to the Articles of Association requires a resolu-
tion 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 
para.  of the Articles of Association. In addition, by resolution
of the Annual Shareholders’ Meetings on January ,  and
January , , the Supervisory Board has been authorized to
amend Section  of the Articles of Association in accordance
with the utilization of the Authorized Capital  and the
Authorized Capital , 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  para.  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.. 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 Janu-
ary ,  by up to €  million through the issuance of up to
 million registered shares of no par value against contribu-
tions in cash (Authorized Capital ). Preemptive rights of
existing shareholders are excluded. The new shares shall be
issued under the condition that they are offered exclusively
to employees of Siemens AG and its consolidated subsidiaries.
To the extent permitted by law, employee shares may also be
issued in such a manner that the contribution to be paid on
such shares is covered by that part of the annual net income
which the Managing Board and the Supervisory Board may
allocate to other retained earnings under Section  para.  of
the German Stock Corporation Act.
Furthermore, the Managing Board is authorized to increase,
with the approval of the Supervisory Board, the capital stock
until January ,  by up to € . million through the issu-
ance of up to . million registered shares of no par value
against cash contributions and / or contributions in kind (Author-
ized Capital ).
As of September , , the total unissued authorized capital
of Siemens AG therefore consisted of € . million nominal
that may be issued in installments with varying terms by issu-
ance of up to . million registered shares of no par value.
By resolution of the Annual Shareholders’ Meeting of Janu-
ary , , the Managing Board is authorized until Janu-
ary ,  to issue bonds in an aggregate principal amount of
up to €  billion with conversion rights or with warrants at-
tached, or a combination of these instruments, entitling the
holders to subscribe to up to  million registered shares of
Siemens AG of no par value, representing a pro rata amount of
up to €  million of the capital stock. Additionally, by resolu-
tion of the Annual Shareholders’ Meeting of January , ,
the Managing Board is authorized until January ,  to
issue bearer or registered bonds in an aggregate principal
amount of up to €  billion with conversion rights or with
bearer or registered warrants attached or a combination of
these instruments, entitling the holders to subscribe to up to
 million registered shares of Siemens AG of no par value, rep-
resenting a pro rata amount of up to €  million of the capital
stock. In order to grant shares of stock to holders / creditors of
convertible bonds or warrant bonds issued by the Company
or by consolidated subsidiaries of the Company under these
authorizations the capital stock was conditionally increased by
up to €  million through the issuance of up to  million
shares of no par value registered in the names of the holders
(Conditional Capital ) and by up to €  million, respec-
tively, through the issuance of up to  million shares of no par
value registered in the names of the of the holders (Conditional
Capital ).
The new shares under the Authorized Capital  and the
bonds under these authorizations are to be issued against
cash or non-cash contributions. The bonds are, as a matter of
principle, to be offered to shareholders for subscription. The
Managing Board is authorized to exclude, with the approval of
the Supervisory Board, subscription rights of shareholders in
the event of capital increases against contributions in kind.