Siemens 2015 Annual Report Download - page 57

Combined Management Report 
stock existing at the date of adopting the resolution at the
Shareholders’ Meeting. A derivative’s term of maturity may not,
in any case, exceed  months and must be chosen in such a
way that the repurchase of Siemens shares upon exercise of
the derivative will take place no later than January , .
In addition to selling them over the stock exchange or through
a public sales offer to all shareholders, the Managing Board
is authorized by resolution of the Shareholders’ Meeting on
January ,  to also use Siemens shares repurchased on the
basis of this or any previously given authorization for every
permissible purpose, in particular as follows: Such Siemens
shares may be
> retired
> used in connection with share-based compensation pro-
grams and / or employee share programs of the Company or
any of its affiliated companies and issued to individuals cur-
rently or formerly employed by the Company or any of its
affiliated companies as well as to board members of any of
the Company’s affiliated companies
>
offered and transferred, with the approval of the Supervisory
Board, to third parties against non-cash contributions
>
sold, with the approval of the Supervisory Board, to third par-
ties against payment in cash if the price at which such
Siemens shares are sold is not significantly lower than the
market price of Siemens stock (exclusion of subscription
rights, limited to  % of the capital stock, by mutatis mutan-
dis application of Section  para.  sentence  German
Stock Corporation Act) or
>
used to service or secure obligations or rights to acquire
Siemens shares arising particularly from or in connection
with convertible bonds or warrant bonds issued by the Com-
pany or any of its consolidated subsidiaries (exclusion of
subscription rights, limited to  % of the capital stock, by
mutatis mutandis application of Section  para.  sen-
tence  German Stock Corporation Act).
Furthermore, the Supervisory Board is authorized to use shares
acquired on the basis of this or any previously given authoriza-
tion 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 November , the Company announced that it would carry
out a share buyback of up to €  billion in volume within the
following up to  months. The buyback commenced on
May ,  using the authorizations given by the Annual
Shareholders’ Meeting on January ,  and continued on
January ,  based on the authorizations resolved by the
Annual Shareholders’ Meeting on January , . Under this
share buyback Siemens repurchased ,, shares by
September , . The total consideration paid for these
shares amounted to about € . billion (excluding incidental
transaction charges). The buyback may serve only to cancel
and reduce the capital stock, issue shares to employees, board
members of affiliated companies and members of the Manag-
ing Board of Siemens AG, or service convertible bonds and
warrant bonds. As of September , , the Company held
,, shares of stock in treasury.
For details on the authorizations referred to above, especially
with the restrictions to exclude subscription rights and the
terms to include shares when calculating such restrictions,
please refer to the relevant resolution and to Section  of the
Articles of Association.
A.11.5 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
€  billion and an amount of US$  billion, respectively, which
provide its lenders with a right of termination in the event that
() Siemens AG becomes a subsidiary of another company or
() a person or a group of persons acting in concert acquires
effective control over Siemens AG by being able to exercise de-
cisive influence over its activities (Art. () of Council Regula-
tion (EC)  / ).
In March , a consolidated subsidiary as borrower and
Siemens AG as guarantor entered into two bilateral loan agree-
ments, each of which has been drawn in the full amount of
US$  million. Both agreements provide their respective lend-
ers with a right of termination in the event that () Siemens AG
becomes a subsidiary of another company or () a person or a
group of persons acting in concert acquires effective control
over Siemens AG by being able to exercise decisive influence
over its activities (Art. () of Council Regulation (EC)  / ).
Framework agreements concluded by Siemens AG under Inter-
national Swaps and Derivatives Association Inc. documenta-
tion (ISDA Agreements) grant the counterparty a right of termi-
nation when Siemens AG consolidates with, merges into, or
transfers substantially all its assets to a third party. However,
this right of termination exists only, if () the resulting entity’s
creditworthiness is materially weaker than Siemens AG’s im-
mediately prior to such event or () the resulting entity fails to
simultaneously assume Siemens AG’s obligations under the
ISDA Agreement. Additionally, some ISDA Agreements grant