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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
December 3, 2007
Commission File Number: 1-15174
Siemens Aktiengesellschaft
(Translation of registrants name into English)
Wittelsbacherplatz 2
D-80333 Munich
Federal Republic of Germany
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F.
Form 20-F
x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Yes
o No
x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Yes
o
No x
Indicate by check mark whether by furnishing the information contained in this Form, the registrant
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes
o
No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82-
TABLE OF CONTENTS
Siemens Aktiengesellschaft
Berlin and Munich
Berlin
and Munich,
December 2007
Notice of Annual Shareholders Meeting
of Siemens AG
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Shareholders Meeting of Siemens Aktiengesellschaft
(Siemens AG or the Company) will be held at the Olympiahalle of the Olympiapark,
Coubertinplatz, 80809 Munich, Federal Republic of Germany, on Thursday, January 24, 2008, at 10:00
a.m. (local time), for the following purposes:
Agenda
1. |
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To receive and adopt the Report of the Supervisory Board, the Corporate Governance Report,
Compensation Report and the Compliance Report for fiscal year 2007 |
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2. |
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To receive and adopt the Annual Financial Statements and the Consolidated Financial
Statements, as approved by the Supervisory Board, together with Managements Discussion and
Analysis of Siemens AG and the consolidated group, and the Explanatory Report on the
information required pursuant to §289 (4) and §315 (4) of the German Commercial Code (HGB) for
the fiscal year ended September 30, 2007 |
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The materials referred to in Agenda Items 1 and 2 are available for inspection on the Internet
at http://www.siemens.com/agm and at the registered offices of Siemens AG, Wittelsbacherplatz
2, 80333 Munich, and Nonnendammallee 101, 13629 Berlin. Upon request, a copy will be sent to
shareholders. |
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3. |
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To consider and vote upon appropriation of the net income of Siemens AG to pay a dividend |
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The Supervisory Board and the Managing Board propose that the following resolution be approved
and adopted: |
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The unappropriated net income of Siemens AG for the fiscal year ended September 30, 2007
amounts to 1,462,725,473.60. This net income will be used to pay a dividend of 1.60 on
each no-par value share entitled to the dividend. The amount attributable to shares of stock
of Siemens AG held in treasury by the Company at the date of the Annual Shareholders Meeting
will be carried forward. |
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4. |
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To ratify the acts of the Managing Board |
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The Supervisory Board and the Managing Board propose that ratification of the acts of Prof.
Johannes Feldmayer be postponed due to the charges brought against him, and that approval be
and is hereby given to the acts of the other members of the Managing Board in fiscal year
2007. |
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It is intended that voting on the ratification of the acts of the Managing Board members at
the Annual Shareholders Meeting will be carried out for each member individually. |
5. |
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To ratify the acts of the Supervisory Board |
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The Supervisory Board and the Managing Board propose that approval be and is hereby given to
the acts of the members of the Supervisory Board in fiscal year 2007. |
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It is intended that voting on the ratification of the acts of the Supervisory Board members at
the Annual Shareholders Meeting will be carried out for each member individually. |
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6. |
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To ratify the appointment of independent auditors for the audit of the Annual and
Consolidated Financial Statements and for the review of the Interim Financial Statements |
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The Supervisory Board proposes that the following resolutions be approved and adopted: |
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(a) |
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KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft, Berlin, is appointed to serve as independent auditors of
the Annual and Consolidated Financial Statements for the fiscal year ending September 30,
2008. |
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(b) |
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KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft, Berlin, is appointed to review the financial statements
and the Interim Managements Discussion and Analysis for the first half of the fiscal
year ending September 30, 2008. |
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Prior to submitting nominations for appointment, the Supervisory Board has obtained a
declaration of independence from KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft (KPMG) as required by the German Corporate Governance Code. In
addition, the Supervisory Board has taken into consideration that in the course of the
investigations by legal and other regulatory authorities no concerns have been raised to date
regarding the quality of the financial statement audit by KPMG. The progress and results of
the ongoing investigations are continuously and carefully monitored. In accordance with legal
requirements, the nominations for appointment relate only to the current fiscal year.
Moreover, KPMG has revised and expanded the composition of the audit team. In the course of
the current fiscal year a new tender will be issued for the engagement of independent auditors
to audit the annual and consolidated financial statements and review the interim report for
the fiscal year ending September 30, 2009. |
2
7. |
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To consider and vote upon a resolution authorizing the acquisition and use of Siemens shares
and the exclusion of shareholders preemptive and tender rights |
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The Supervisory Board and the Managing Board propose that approval be and is hereby given to
the following resolution: |
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(a) |
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The Company is authorized to acquire up to 10% of its capital stock existing at the
date of the resolution. The aggregate of Siemens shares acquired under this authorization
and any other Siemens shares previously acquired and still held in treasury by the
Company or to be attributed to the Company pursuant to §71d and §71e of the German Stock
Corporation Act (AktG) may at no time exceed 10% of the then existing capital stock. |
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This authorization may be exercised in whole or in part, once or several times, by
Siemens AG or any of its subsidiaries, or by third parties on behalf of Siemens AG or
its subsidiaries. |
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This authorization will become effective as of March 1, 2008 and will remain in full
force and effect through July 23, 2009. The authorization to acquire Siemens shares as
approved at the Annual Shareholders Meeting on January 25, 2007 will terminate on the
effective date of this new authorization. |
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(b) |
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Any acquisition of Siemens shares will be accomplished at the discretion of the
Managing Board either (1) by purchase over the stock exchange or (2) through a public
share purchase offer. |
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(1) |
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If the Siemens shares are to be acquired over the stock exchange, the
purchase price paid per Siemens share (excluding incidental transaction charges)
may neither exceed nor fall below the market price of the Siemens stock on the
trading day, as determined during the opening auction of the XETRA trading platform
(or a comparable successor system) by more than 10%. |
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(2) |
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If the Siemens shares are to be acquired through a public share
purchase offer, the Company may (i) publicly issue a formal offer or (ii) publicly
solicit shareholders to submit offers. |
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(i) |
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If a formal offer is publicly issued by the Company, the
Company will state a purchase price or purchase price range per Siemens
share. If a purchase price range is stated, the final price will be
determined from all available acceptance declarations. The offer may provide
for an acceptance period, terms and conditions, and the possibility of
adjusting the purchase price range during the acceptance period if after
publication of a formal offer significant market price fluctuations occur
during the acceptance period. |
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The purchase price or purchase price range per Siemens share (excluding
incidental transaction charges) may neither exceed nor fall below the
average closing price of the Siemens stock in XETRA trading (or a
comparable successor system) during the last five trading days prior to the
relevant date by more than 20%. The relevant date will be the date on
which the final Managing Board decision about the formal offer is made. In
the event of an adjustment to the offer, the relevant date will be replaced
by the date on which the final Managing Board decision is made about the
adjustment. |
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If the number of Siemens shares tendered by shareholders exceeds the total
volume of shares which the Company intends to reacquire, the shareholders
right to tender may be excluded to the extent that the repurchase will be
in proportion to the Siemens shares tendered. Furthermore, the tender of
small lots of up to 150 Siemens shares per shareholder may receive
preferential treatment. |
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(ii) |
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If the Company publicly solicits submission of offers to
sell Siemens shares, the Company may state in its solicitation a purchase
price range within which offers may be submitted. The solicitation may
provide for a submission period, terms and conditions, and the possibility
of adjusting the purchase price range during the submission period if after
publication of the solicitation significant market price fluctuations occur
during the submission period. |
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Upon acceptance, the final purchase price will be determined from the
available sales offers. The purchase price per Siemens share (excluding
incidental transaction charges) may neither exceed nor fall below the
average closing price of the Siemens stock in XETRA trading (or a
comparable successor system) during the last five trading days prior to the
relevant date by more than 20%. The relevant date will be the date on
which the offers are accepted by Siemens AG. |
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If the number of Siemens shares offered for purchase exceeds the total
volume of shares which the Company intends to reacquire, the shareholders
right to tender may be excluded to the extent that acceptance will be in
proportion to the Siemens shares offered for purchase. Furthermore, the
acceptance of small lots of up to 150 Siemens shares offered per
shareholder may receive priority consideration. |
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(c) |
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Besides selling them over the stock exchange or through a public sales offer to all
shareholders, the Managing Board is authorized to also use Siemens shares reacquired on
the basis of this or any previously given authorization as follows: |
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(1) |
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Such Siemens shares may be retired with the approval of the Supervisory
Board without an additional resolution by the Annual Shareholders Meeting being
required for such retirement or its implementation. |
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(2) |
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Such Siemens shares may be used to meet the obligations under the 2001
Siemens Stock Option Plan in accordance with the resolution passed at the Annual
Shareholders Meeting on February 22, 2001. The key points of the 2001 Siemens
Stock Option Plan, as approved at the Annual Shareholders Meeting, can be examined
as an integral part of the notarized minutes of that Annual Shareholders Meeting
at the Commercial Registries in Berlin and Munich. They can also be inspected at
the registered offices of Siemens AG, Wittelsbacherplatz 2, 80333 Munich, and
Nonnendammallee 101, 13629 Berlin, and on the Internet at
http://www.siemens.com/agm. Upon request, a copy will be sent to shareholders. |
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(3) |
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Such Siemens shares may be offered for purchase to individuals
currently or formerly employed by the Company or any of its subsidiaries, or they
may be granted and transferred to such individuals with a holding period of at
least two years. |
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(4) |
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Such Siemens shares may, with the approval of the Supervisory Board, be
offered and transferred to third parties against contributions in kind,
particularly in connection with business combinations or the acquisition of
companies or interests therein. |
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(5) |
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Such Siemens shares may, with the approval of the Supervisory Board, be
sold to third parties against payment in cash if the price (excluding incidental
transaction costs) at which such Siemens shares are to be sold is not significantly lower than the market price of the Siemens stock on the
trading day, as determined during the opening auction of the XETRA trading
platform (or a comparable successor system). |
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(6) |
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Such Siemens shares may be used to service conversion or option rights
granted by the Company or any of its subsidiaries. |
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The aggregate volume of shares used under the authorizations pursuant to paragraph (c),
subsections (5) and (6) above, issued by applying mutatis mutandis the provisions of
§186 (3) 4th sentence, of the German Stock Corporation Act (against
contributions in cash approximating the stock market price, with preemptive rights of
shareholders excluded), must not exceed 10% of the capital stock at the time when such
shares are used. This limit includes shares issued or disposed of by direct or mutatis
mutandis application of these provisions during the term of this authorization until the
time when the shares are used. This limit also includes shares that were or can be
issued to service conversion or option rights that were granted in accordance with the
above provisions up to this point in time. |
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(d) |
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The Supervisory Board is authorized to use Siemens shares reacquired on the basis
of this or any previously given authorization as follows: |
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Such Siemens shares may be offered by the Supervisory Board as stock-based compensation
for purchase to the members of the Managing Board of Siemens AG under the same terms and
conditions as those offered to the Companys employees, or they may be granted and
transferred with a holding period of at least two years. The details regarding
stock-based compensation for Managing Board members are determined by the Supervisory
Board. |
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(e) |
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The authorizations pursuant to paragraphs (c) and (d) above may be exercised once
or several times, solely or jointly, in whole or in part. |
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(f) |
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Preemptive rights of shareholders relating to reacquired Siemens shares will be
excluded to the extent to which such shares are used in accordance with the
authorizations pursuant to paragraph (c), subsections (2) through (6), and paragraph (d)
above. |
8. |
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To consider and vote upon a resolution authorizing the use of equity derivatives in
connection with the acquisition of Siemens shares pursuant to §71 (1), no. 8, German Stock
Corporation Act, and the exclusion of shareholders preemptive and tender rights |
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In addition to the authorization to be resolved under Agenda Item 7 regarding the acquisition
of Siemens shares pursuant to §71 (1), no. 8, of the German Stock Corporation Act, the Company
shall also be authorized to reacquire Siemens shares by using equity derivatives. |
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The Supervisory Board and the Managing Board propose that approval be and is hereby given to
the following resolution: |
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(a) |
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In addition to the authorization to be resolved under Agenda Item 7 regarding the
acquisition of Siemens shares pursuant to §71 (1), no. 8, of the German Stock Corporation
Act, the acquisition of shares of stock of Siemens AG (Siemens shares) pursuant to
Agenda Item 7 may also be completed, apart from the ways described there, with the use of
equity derivatives. The Managing Board is authorized, with the approval of the
Supervisory Board, to sell options whereby the Company takes on the obligation of buying
Siemens shares upon the exercise of the options (put options), to purchase options whereby the
Company has the right to acquire Siemens shares upon the exercise of the options (call
options), and to acquire Siemens shares by using a combination of put and call options. |
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All share acquisitions based on put or call options, or a combination of put and call
options are limited to a maximum volume of 5% of the capital stock at the time the
resolution is adopted by the Annual Shareholders Meeting. The term of the options must
be chosen in such a way that the reacquisition of the Siemens shares upon the exercise
of the options will take place no later than July 23, 2009. |
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(b) |
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It must be stipulated in the option terms and conditions that the exercise of
options is to be satisfied only by utilizing Siemens shares which were previously
acquired over the stock exchange, subject to compliance with the principle of equal
treatment, at the then current stock market price of the Siemens stock in XETRA trading
(or a comparable successor system). The predetermined purchase price to be paid per
Siemens share upon the exercise of the option (strike price) may neither exceed nor
fall below the average closing price of the Siemens stock in XETRA trading (or a
comparable successor system) during the last five trading days prior to conclusion of the
relevant option contract by more than 10% (in each case excluding incidental transaction
charges, but taking into account option premiums received or paid). |
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The call option premium paid by the Company for options may not be higher, and the put
option premium received by the Company for options may not be lower, than the
theoretical market price of the options computed in accordance with generally accepted
valuation methods. Among other factors, the predetermined strike price must be taken
into account when determining the theoretical market price. |
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In the event that Siemens shares are acquired using equity derivatives in accordance
with the above rules, shareholders have no right to conclude such option contracts with
the Company, applying mutatis mutandis the provisions of §186 (3), 4th
sentence, of the German Stock Corporation Act. Furthermore, shareholders also have no
right to conclude option contracts to the extent that, on conclusion of the option
contracts, the Company has provided for preferential treatment of option contracts
relating to a limited number of shares. |
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In connection with the acquisition of Siemens shares and provided that options are used
for this purpose, shareholders will have a right to tender their shares only as far as
the Company is obligated to take delivery of such shares under the option terms and
conditions. Any further right to tender is hereby excluded. |
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(c) |
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The rules set out in Agenda Item 7 (c), (d), (e) and (f) shall apply mutatis
mutandis to the use of Siemens shares acquired using equity derivatives. |
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9. |
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To consider and vote upon a resolution on new elections to the Supervisory Board |
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Pursuant to §102 (1) of the German Stock Corporation Act and §11 (2) of the Articles of
Association of Siemens AG, the term of all shareholder representatives on the Supervisory
Board will end at the close of the Annual Shareholders Meeting on January 24, 2008. |
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The Supervisory Board proposes that the following individuals be elected to the Supervisory
Board as shareholder representatives with effect from the close of the Annual Shareholders
Meeting until the close of the Annual Shareholders Meeting which resolves on the ratification
of the acts of the Supervisory Board members for the fourth fiscal year following the start of
their term of office: |
Dr. Josef Ackermann, Frankfurt am Main,
Chairman of the Board of Managing Directors of Deutsche Bank AG,
Jean-Louis Beffa, Paris, France,
Chairman of the Board of Directors of Compagnie de Saint-Gobain S.A.,
Dipl.-Volksw. Gerd von Brandenstein, Berlin,
Diplom-Volkswirt,
Dr. Gerhard Cromme, Düsseldorf,
Chairman of the Supervisory Boards of Siemens AG and ThyssenKrupp AG,
Michael Diekmann, Munich,
Chairman of the Board of Management of Allianz SE,
Dr. Hans Michael Gaul, Düsseldorf,
Supervisory Board member,
Prof. Dr. Peter Gruss, Munich,
President of the Max-Planck-Society for the Advancement of Science e.V.,
Dr. Nicola Leibinger-Kammüller, Gerlingen,
President and Chairwoman of the Managing Board of TRUMPF GmbH + Co. KG,
Dipl.-Ing. Håkan Samuelsson, Munich,
Chairman of the Executive Board of MAN AG,
Lord Iain Vallance of Tummel, Kent, UK,
Chairman, Amsphere Ltd.
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The Supervisory Board is established in accordance with §96 (1) and §101 (1) of the German
Stock Corporation Act and §7 (1), 1st sentence, no. 3, of the German
Codetermination Act (MitbestG). In electing shareholder representatives, the Annual
Shareholders Meeting is not bound by election proposals. |
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It is intended that voting on the new elections to the Supervisory Board at the Annual
Shareholders Meeting will be made on an individual basis. |
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Please note the following pursuant to Section 5.4.3, 3rd sentence, of the German
Corporate Governance Code: In the event of his election to the Supervisory Board, Dr. Gerhard
Cromme is to be nominated as a candidate for the position of Chairman of the Supervisory
Board. |
7
Reports and notifications to the Annual Shareholders Meeting
Report on Agenda Item 7
The aim of the authorization being sought at the Annual Shareholders Meeting 2008 is to give
Siemens AG again the power to acquire Siemens shares. The acquisition may be effected as a purchase
over the stock exchange or through a public share purchase offer.
If, in the event of a public share purchase offer, the number of Siemens shares tendered or offered
for purchase by shareholders exceeds the total volume of shares which the Company intends to
reacquire, the shareholders right to tender may be excluded to the extent that repurchase or
acceptance shall be in proportion to the Siemens shares tendered or offered for purchase, in order
to facilitate the acquisition process. The preferential treatment of small lots of up to 150 shares
tendered per shareholder also serves to facilitate the acquisition process.
The Company shall have the power to use Siemens shares held in treasury to service stock options
granted under the 2001 Siemens Stock Option Plan. The proposed exclusion of shareholders
preemptive rights takes account of this purpose. As the authorization to issue stock options under
the 2001 Siemens Stock Option Plan expired in December 2006, no new stock options will be issued
under the 2001 Siemens Stock Option Plan. The key points of the 2001 Siemens Stock Option Plan were
approved at the Annual Shareholders Meeting on February 22, 2001 and can be examined as an
integral part of the notarized minutes of that meeting at the Commercial Registries in Berlin and
Munich. They can also be inspected at the registered offices of Siemens AG, Wittelsbacherplatz 2,
80333 Munich, and Nonnendammallee 101, 13629 Berlin, and on the Internet at
http://www.siemens.com/agm. Upon request, a copy will be sent to shareholders.
Since 1969, employee stock has been a strong additional incentive at Siemens, providing employees
with the opportunity to purchase Siemens shares at an appropriate discount from the then current
market price. Eligible recipients of the Companys employee stock offers are the employees of
Siemens AG and its subsidiaries, provided these subsidiaries participate in this employee stock
program. In addition, the Company shall be able to grant and transfer Siemens shares with a holding
period of at least two years to members of the top managements of Siemens AG and its subsidiaries.
The Company shall have the opportunity to use Siemens shares held in treasury to satisfy the stock
option grants and to issue employee stock. For these purposes, the preemptive rights of existing
shareholders must be excluded.
In addition, the Supervisory Board shall have the power to offer Siemens shares as stock-based
compensation for purchase to the members of the Managing Board of Siemens AG, under the same terms
and conditions as those offered to the Companys employees, or to grant and transfer Siemens shares
to the Managing Board members with a holding period of at least two years. The decision on this
matter is the sole responsibility of the Supervisory Board as the competent body for Managing Board
remuneration. Again, to this extent, shareholders preemptive rights must be excluded.
The decision about the form of equity compensation and method of servicing it shall be taken by the
Supervisory Board with regard to Siemens shares offered for purchase or granted to members of the
Managing Board, and by the Managing Board with regard to all other Siemens shares. In reaching
their decision, these boards shall focus solely on promoting the interests of the Company and all
its shareholders. At the following Annual Shareholders Meeting and in its Annual Report the
Company will report on these decisions and on the number of Siemens shares offered for purchase,
granted and transferred.
8
In addition, the Managing Board shall have the power, with the approval of the Supervisory Board,
to offer and transfer Siemens shares as consideration in kind in connection with business
combinations or the acquisition of companies or interests therein. The proposed authorization is
designed to enhance the Companys competitive edge in its quest for interesting acquisition targets
and to give the Company the
necessary freedom to exploit opportunities to acquire other companies or interests therein quickly,
flexibly and with no detriment to liquidity. The proposed exclusion of shareholders preemptive
rights takes due account of this. The decision whether shares held in treasury or shares from the
Authorized Capital are to be used shall be made by the Managing Board, focusing solely on the
interests of the Company and its shareholders. In determining the valuation ratios, the Managing
Board shall ensure that the interests of shareholders are adequately safeguarded, taking into
account the stock market price of the Siemens stock. There are no plans, however, to apply any
fixed formula relating to the stock market price, especially to avoid the results of negotiations
being called into question by stock market fluctuations. There are currently no specific plans to
make use of this authorization.
Furthermore, the authorization is designed to enable the Company, with the approval of the
Supervisory Board, to sell reacquired Siemens shares, excluding the preemptive rights of
shareholders, to third parties against cash contributions, e.g. to institutional investors or to
enhance the Companys investor base. The sale is subject to the condition that the price (excluding
incidental transaction costs) at which the Siemens shares are sold is not significantly lower than
the market price of the Siemens stock on the trading day, as determined during the opening auction
of the XETRA trading platform (or a comparable successor system). By basing the selling price on
the stock market price, the desirability of dilution protection and the shareholders interests in
safeguarding their assets and voting rights is given due consideration. When determining the final
selling price, Management shall keep any mark-down on the quoted stock market price as low as
possible, taking into account current market conditions. In this way, the shareholders will be able
to maintain their proportionate equity interest in the Company by purchasing Siemens shares on the
stock exchange, while the Company is provided with additional room for maneuver in the interests of
all shareholders to exploit favorable market opportunities at short notice. There are currently no
specific plans to make use of this authorization.
Furthermore, the Company shall also be able to use Siemens shares reacquired pursuant to this
authorization to service conversion or option rights granted by Siemens AG or any of its
subsidiaries. The exclusion of shareholders preemptive rights is a prerequisite thereof.
Finally, the Siemens shares reacquired under this authorization may be retired with the approval of
the Supervisory Board without requiring an additional resolution by the Annual Shareholders
Meeting.
The proposed authorization will ensure that the number of Siemens shares issued pursuant to section
(c), subsections (5) and (6) above, by applying mutatis mutandis the provisions of §186 (3),
4th sentence, of the German Stock Corporation Act (facilitated exclusion of
shareholders preemptive rights), plus the number of Siemens shares issued or disposed of during
the term of the authorization by applying the above provisions either directly or mutatis mutandis
does not exceed 10% of the capital stock at the time when such shares are used. This limit also
includes shares that were or can be issued to service conversion or option rights that were granted
in accordance with the above provisions up to this point in time.
The Managing Board will inform the following Annual Shareholders Meeting of the transactions
carried out under this authorization.
9
Report on Agenda Item 8
Apart from the options to reacquire Siemens shares as provided for in Agenda Item 7, the Company
shall also be authorized to acquire Siemens shares by using equity derivatives. This additional
alternative will enhance the Companys ability to structure the acquisition
of Siemens shares in an optimal manner. For the Company, it may be advantageous to sell put options
or purchase call options or use a combination of put and call options to acquire Siemens shares,
instead of directly acquiring shares of stock of the Company. The acquisition of Siemens shares by
using equity derivatives is intended to serve only as a supplement to conventional share buybacks,
as is shown by the 5% limit on the capital stock. The term of the options must be chosen in such a
way that the reacquisition of the Siemens shares upon the exercise of the options will take place
no later than July 23, 2009. This is to ensure that the Company will not reacquire any Siemens
shares after expiration on July 23, 2009 of the authorization to reacquire Siemens shares.
When selling put options, the Company gives the buyer (or holder) of the put options the right to
sell a predetermined number of Siemens shares to the Company at a price specified in the put option
contract (strike price). In return, the Company receives an option premium which corresponds to
the value of the disposal right taking into consideration, among other things, the strike price,
the term of the option, and the volatility of the Siemens shares. If the put options are exercised,
the option premium paid by the purchaser of the put options reduces the total consideration paid by
the Company for the acquisition of the shares. For the option holder, exercise of the put options
makes economic sense only if the market price of the Siemens stock, at the time of exercise, is
lower than the strike price, because the option holder can then sell the Siemens shares to the
Company at the higher strike price. From the Companys perspective, the advantage of using put
options in share buybacks is that the strike price is determined at the time of conclusion of the
option contract, while liquidity will not flow out until the date the options are exercised. If the
option holder does not exercise the options because the stock price on the date of exercise exceeds
the strike price, the Company, although unable to acquire any Siemens shares, still keeps the
option premium received.
When purchasing call options, the Company acquires, against payment of a premium, the right to buy
a predetermined number of Siemens shares at a predetermined exercise price (strike price) from
the seller (writer) of the option contract. For the Company, exercise of the call options makes
economic sense if the market price of the Siemens stock is higher than the strike price, because it
can then buy the shares from the option writer at the lower strike price without placing undue
burden on the Companys liquidity, as the agreed acquisition price need not be paid until the call
options are exercised.
The purchase price to be paid by the Company for the Siemens shares is the strike price specified
in the put or call option contract. The strike price may be higher or lower than the stock market
price of the Siemens stock at the time of conclusion of the option contract, but may neither exceed
nor fall below the average closing price per Siemens share in XETRA trading (or a comparable
successor system) during the last five trading days prior to conclusion of the option contract by
more than 10% (in each case excluding incidental transaction charges, but taking into account
option premiums received or paid). The call option premium paid by the Company may not be higher,
and the put option premium received by the Company may not be lower, than the theoretical market
price of the options computed in accordance with generally accepted valuation methods. Among other
factors, the predetermined strike price must be taken into account when determining the theoretical
market price. The determination of both option premium and strike price in the manner described
above and the commitment to satisfy the exercise of options by utilizing only Siemens shares that
were previously acquired over the stock exchange, subject to compliance with the principle of equal
treatment, at the then current stock market price of the Siemens stock in XETRA trading (or a
comparable successor system), is designed to rule out economic disadvantages for shareholders from
the buyback of Siemens shares using equity derivatives. Since the Company receives or pays a fair
market price, the shareholders not involved in the option transactions do not suffer any loss in
value. This is comparable to the position of shareholders in the case of share buybacks over the
stock exchange, where in fact not all shareholders are able to sell shares to the Company. Both the
regulations governing the structure of the options and the regulations governing the shares
suitable for delivery ensure that full account is also taken of the principle of equal treatment of shareholders in this form of acquisition.
Therefore it is justifiable, also in accordance with the legal basis underlying §186 (3),
4th sentence, of the German Stock Corporation Act, that shareholders have no right to
conclude such option contracts with the Company. Furthermore, shareholders also have no right to
conclude option contracts to the extent that, on conclusion of the option contracts, the Company
has provided for preferential treatment of option contracts relating to a limited number of shares.
Unlike an offer to purchase options made to all shareholders or received from all shareholders, the
exclusion of preemptive and tender rights enables the Company to conclude option contracts at short
notice.
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In the event of a reacquisition of Siemens shares with the use of put options, call options, or a
combination of put and call options, shareholders shall have a right to offer their Siemens shares
only insofar as the Company is obligated to take delivery of such shares pursuant to the option
terms and conditions. Otherwise the use of equity derivatives in share buybacks would not be
possible, and the Company would not be able to reap the benefits associated therewith. Having
carefully weighed the interests of shareholders and the Company, and given the advantages to the
Company resulting from the use of put options, call options, or a combination of put and call
options, the Managing Board considers the nongranting or restriction of shareholders right to
tender their shares to be justified.
The Managing Board will inform the following Annual Shareholders Meeting of the transactions
carried out under this authorization.
Information on the candidates for election to the Supervisory Board proposed in Agenda Item 9
Dr. Josef Ackermann,
Chairman of the Board of Managing Directors of Deutsche Bank AG
Membership in domestic Supervisory Boards to be formed by law:
Siemens AG, Berlin and Munich
Jean-Louis Beffa,
Chairman of the Board of Directors of Compagnie de Saint-Gobain S.A.
Membership in comparable foreign control bodies:
BNP Paribas, Paris, France (Deputy Chairman)
Compagnie de Saint-Gobain S.A., Courbevoie, France (Chairman)
Gaz de France S.A., Paris, France
Groupe Bruxelles Lambert, Brussels, Belgium
Le Monde S.A., Paris, France
Le Monde & Partenaires Associés S.A.S., Paris, France
Saint-Gobain Cristalería S.A., Madrid, Spain
Saint-Gobain Corporation, Valley Forge, USA
Société Editrice du Monde S.A., Paris, France
Dipl.-Volksw. Gerd von Brandenstein,
Diplom-Volkswirt
Membership in domestic Supervisory Boards to be formed by law:
DEGEWO Deutsche Gesellschaft zur Förderung des Wohnungsbaues,
gemeinnützige Aktiengesellschaft, Berlin
Dr. Gerhard Cromme,
Chairman of the Supervisory Boards of Siemens AG and ThyssenKrupp AG
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Membership in domestic Supervisory Boards to be formed by law:
Allianz SE, Munich
Axel Springer AG, Berlin
Siemens AG, Berlin and Munich (Chairman)
ThyssenKrupp AG, Düsseldorf (Chairman)
Membership in comparable foreign control bodies:
Compagnie de Saint-Gobain S.A., Courbevoie, France
Michael Diekmann,
Chairman of the Board of Management of Allianz SE
Membership in domestic Supervisory Boards to be formed by law:
Allianz Deutschland AG, Munich (Chairman)
Allianz Global Investors AG, Munich (Chairman)
BASF AG, Ludwigshafen am Rhein
Deutsche Lufthansa AG, Cologne
Dresdner Bank AG, Frankfurt a.M. (Chairman)
Linde AG, Munich (Deputy Chairman)
Membership in comparable foreign control bodies:
Assurances Générales de France, Paris, France (Deputy Chairman)
Riunione Adriatica di Sicurtà S.p.A., Milan, Italy (Deputy Chairman)
Dr. Hans Michael Gaul,
Supervisory Board member
Membership in domestic Supervisory Boards to be formed by law:
Allianz Versicherungs-AG, Munich
DKV Deutsche Krankenversicherung AG, Cologne
Evonik Industries AG, Essen
IVG Immobilien AG, Bonn
VNG-Verbundnetz Gas AG, Leipzig
Volkswagen AG, Wolfsburg
Prof. Dr. Peter Gruss,
President of the Max-Planck-Society for the Advancement of Science e.V.
Membership in domestic Supervisory Boards to be formed by law:
DeveloGen AG, Göttingen
Dr. Nicola Leibinger-Kammüller,
President and Chairwoman of the Managing Board of TRUMPF GmbH + Co. KG
Membership in domestic Supervisory Boards to be formed by law:
Claas Kommanditgesellschaft auf Aktien mbH, Harsewinkel
Dipl.-Ing. Håkan Samuelsson,
Chairman of the Executive Board of MAN AG
Membership in domestic Supervisory Boards to be formed by law:
MAN Diesel SE, Augsburg (Chairman)
MAN Ferrostaal AG, Essen (Chairman)
MAN Nutzfahrzeuge AG, Munich (Chairman)
MAN Roland Druckmaschinen AG, Offenbach a.M.
MAN TURBO AG, Oberhausen (Chairman)
NEOMAN Bus GmbH, Salzgitter (Chairman)
RENK Aktiengesellschaft, Augsburg (Chairman)
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Lord Iain Vallance of Tummel,
Chairman, Amsphere Ltd.
Membership in domestic Supervisory Boards to be formed by law:
Siemens AG, Berlin and Munich
Notifications pursuant to § 128 (2), sentences 6 through 8, German Stock Corporation Act
A member of the Companys Supervisory Board is also a member of the Board of Managing Directors of
the following financial institution:
Deutsche Bank AG.
The following financial institution underwrote the Companys last securities offering within the
last five years:
Citigroup Global Markets Inc.
The Company has not received notification of any equity interests in Siemens AG being held by a
financial institution that must be disclosed pursuant to §21 of the German Securities Trading Act
(WpHG).
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Attendance at the Annual Shareholders Meeting
Notification of attendance
Pursuant to §19 of the Articles of Association and as determined by the Managing Board, all
shareholders of record who are registered in the stock register as shareholders of the Company and
whose notification of attendance is received by the Company no later than Thursday, January 17,
2008 are entitled to attend the Annual Shareholders Meeting and exercise their voting rights. At
the time of giving notice of the Annual Shareholders Meeting, the Companys common stock totaled
914,203,421 shares with no par value, and the aggregate number of shares entitled to attend and
vote was 914,203,050 shares of stock. The voting right is based on the number of shares evidenced
by entry in the Companys stock register on the date of the Annual Shareholders Meeting.
Shareholders who are registered in the stock register may submit their notification of attendance
in text form to Siemens AG at the following address:
Siemens Hauptversammlung 2008
81052 Munich, Germany
or electronically via the Internet at
http://www.siemens.com/agm
Further details regarding the attendance notification procedure are provided in the instructions on
the attendance notification forms and at the above Internet website.
If a shareholders stock is held of record by a bank (i.e., in street name), such bank cannot
vote the shares not owned by it unless it has the shareholders authority.
Holders of American Depositary Shares (ADSs) may notify attendance, order admission tickets and
appoint proxies through JPMorgan, attention Mr. Manos Gavrilis, 500 Stanton Christiana Road, 3rd
floor, OPS4, Mail Code DE3-5080 Newark, DE 19713, USA.
Due to a significant increase in attendance notifications for our Annual Shareholders Meetings in
recent years, we regret we are forced to limit the number of admission tickets issued and sent to
shareholders to generally one ticket per shareholder. To facilitate the organization of the Annual
Shareholders Meeting and without wishing to restrict the shareholders right to attend,
shareholders are requested to notify their attendance as early as possible and only if they
seriously intend to attend the Annual Shareholders Meeting.
Shareholders of record or their duly appointed proxy representatives entitled to attend the Annual
Shareholders Meeting will be issued admission tickets and voting cards.
Free disposability of stock
Upon notification of attendance at the Annual Shareholders Meeting, a shareholders stock will not
be blocked from trading, i.e., even after having given notification of attendance shareholders are
free to dispose of their shares.
Proxies
Shareholders of record are entitled to vote by proxy, i.e. by delegating their authority to vote
their shares at the Annual Shareholders Meeting to a proxy representative, such as
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a bank or a shareholders association. In this case, timely notification of attendance must be
given by the duly authorized proxy or the shareholder of record. The proxy authorization must be
given in writing or via the above Internet address. A bank or shareholders association may provide
for a different arrangement with regard to its own authorization.
As a special service offered by us, shareholders may also delegate their authority to vote their
shares at the Annual Shareholders Meeting to employees of Siemens AG. The required authorization
may again be given at the above Internet website or by returning the forms mailed to each
shareholder. Please note that the proxy representatives may not accept instructions prior to the
Annual Shareholders Meeting to vote on proposals of procedure.
Further details on how to designate a proxy are provided in the instructions on the attendance
notification forms or at the above Internet website.
Inquiries, proposals and nominations
Inquiries, proposals and nominations by shareholders concerning the Annual Shareholders Meeting
should be sent only to:
Siemens Aktiengesellschaft
Corporate Finance
Investor Relations (CF IR)
Wittelsbacherplatz 2
80333 Munich
Germany
(Telefax: +49 89 636 32830)
or by e-mail to:
hv2008@siemens.com
Shareholder proposals and nominations that are required to be disclosed will be posted on the
Internet at http://www.siemens.com/agm upon their receipt. All proposals and nominations relating
to items on this Agenda that are received at the above-mentioned address by midnight (CET) on
January 9, 2008, will be considered. Managements discussion, if any, on the proposals and
nominations will also be available at the above Internet website.
The
Notice of Annual Shareholders Meeting has been published in the German Electronic Federal
Gazette (elektronischer Bundesanzeiger) of December 3, 2007.
By order of the Managing Board
Siemens Aktiengesellschaft
This version of the Notice of Shareholders Meeting, prepared for the convenience of
English-speaking readers, is a translation of the German original. For the purposes of
interpretation the German text shall be authoritative and final.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SIEMENS AKTIENGESELLSCHAFT
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Date: December 3, 2007 |
/s/ Dr. Werner Schick
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Name: |
Dr. Werner Schick |
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Title: |
Corporate Legal Counsel |
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/s/ Dr. Kai Rossig
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Name: |
Dr. Kai Rossig |
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Title: |
Corporate Legal Counsel |
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