Siemens 2015 Annual Report Download - page 55

Combined Management Report 
A.11.1 Composition of common stock
As of September , , the Company’s common stock to-
taled € . billion. The capital stock is divided into  million
registered shares with no par value and a notional value of
€ . per share. The shares are fully paid in. All shares confer
the same rights and obligations. The shareholders’ rights and
obligations are governed in detail by the provisions of the Ger-
man Stock Corporation Act, in particular by Sections , a et
seq.,  et seq. and  of the German Stock Corporation Act.
A.11.2 Restrictions on voting rights
or transfer of shares
At the Shareholders’ Meeting, each share of stock has one vote
and accounts for the shareholders’ proportionate share in the
Company’s net income. An exception from this rule applies
with regard to 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 excluded 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
unless applicable local laws provide otherwise. Under the rules
of the program, however, in order to receive one matching
share free of charge for each three shares purchased, partici-
pants are required to hold the shares purchased by them for a
vesting period of several years, during which the participants
have to be continuously employed by Siemens AG or another
Siemens company. The right to receive matching shares is for-
feited 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. These shares
are part of the total number of shares held by the family’s
members. The powers of attorney are based on an agreement
between the vSV and, among others, members of the Siemens
family. The shares are voted together by vSV, taking into account
the proposals of a family partnership established by the family’s
members or of one of this partnership’s governing bodies.
A.11.3 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.
According to Section  of the German Stock Corporation
Act, any amendment to the Articles of Association requires a
resolution of the 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 resolutions of the
Shareholders’ Meetings on January , , January , 
and January , , the Supervisory Board has been autho-
rized to amend Section  of the Articles of Association in accord-
ance with the utilization of the Authorized Capitals  and
, Conditional Capitals  and , and after expiration
of the then-applicable authorization period.
Resolutions of the Shareholders’ Meeting require a simple ma-
jority vote, unless a greater majority is required by law. Pursu-
ant to Section  para.  of the German Stock Corporation Act,
amendments to the Articles of Association require a majority of
at least three-quarters of the capital stock represented at the
time of the casting of the votes, unless another capital majority
is prescribed by the Articles of Association.
A.11.4 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 ). Subscription 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 is-
sued in such a manner that the contribution to be paid on such
A. Takeover-relevant information
(pursuant to Sections  para.  and  para.  of the German Commercial Code)
and explanatory report