NOTICE OF ANNUAL SHAREHOLDERS MEETING | ||||||||
SIGNATURES |
1. | To receive and adopt the Report of the Supervisory Board, the Corporate Governance Report,
and the Compensation Report for fiscal year 2006 |
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2. | 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 for the fiscal year ended September 30, 2006 |
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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. |
3. | 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, 2006
amounts to 1,292,076,499.45. This net income shall be used to pay a dividend of 1.45
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 shall be carried forward. |
4. | To ratify the acts of the Managing 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 Managing Board in fiscal year 2006. |
5. | 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 2006. |
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6. | To ratify the appointment of independent auditors for the audit of the Annual and
Consolidated Financial Statements |
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The Supervisory Board proposes that the appointment of KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Berlin and Frankfurt on Main, to serve
as the Companys independent auditors for the audit of the Annual and Consolidated Financial
Statements for the fiscal year ending September 30, 2007 be ratified. |
7. | 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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Due to the expiration of the authorization adopted at the last Annual Shareholders Meeting,
the Managing Board shall again be authorized to acquire shares of stock of Siemens AG
(Siemens shares) by way of purchase over the stock exchange and through a public share
purchase offer. |
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The Supervisory Board and the Managing Board propose that approval be and is hereby given to
the following resolution: |
(a) | The Company shall be 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) shall at no time exceed 10% of the then
existing capital stock. |
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This authorization may be implemented wholly 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 shall become effective as of March 1, 2007 and shall remain in full
force and effect through July 24, 2008. The authorization to acquire Siemens shares as
approved at the Annual Shareholders Meeting on January 26, 2006 will terminate on the
effective date of this new authorization. |
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(b) | Any acquisition of Siemens shares shall 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. |
(1) | If the Siemens shares are acquired by purchase 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 at the opening auction of XETRA
trading (or a comparable successor trading system) by more than 10%. |
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(2) | If the Siemens shares are 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) | If a formal offer is publicly issued by the Company, the Company
shall state a purchase price or purchase price range per Siemens share. If a
purchase price range is stated, the final price shall be determined from all
available acceptance declarations. The purchase 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
trading system) during the last five trading days prior to the relevant date by
more than 20%. The relevant date shall 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 shall 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 intended to reacquire, the shareholders right to
tender may be excluded to the extent that acquisition shall 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) | 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 shall be determined from all 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 trading system)
during the last five trading days prior to the relevant date by more than 20%.
The relevant date shall be the date on which the offers are accepted by Siemens
AG. |
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If the number of Siemens
shares offered for sale exceeds the total volume of shares which the Company intended to reacquire, the shareholders right to tender
may be excluded to the extent that acceptance shall be in proportion to the
Siemens shares tendered. Furthermore, the acceptance of small lots of up to 150
Siemens shares tendered per shareholder may receive priority consideration. |
(c) | The Managing Board shall be authorized to also use Siemens shares reacquired on
the basis of this or any previously given authorization as follows: |
(1) | Such shares of stock may be retired with the approval of the
Supervisory Board without an additional resolution by a shareholders meeting
being required for such retirement or its implementation. |
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(2) | Such shares of stock may be used to meet the Companys obligations
under the 1999 and 2001 Siemens Stock Option Plans, both as amended, in accordance
with the resolutions passed at the Annual Shareholders Meetings on February 18,
1999 and February 22, 2001. The key points of the 1999 and 2001 Siemens Stock
Option Plans, as approved at the Annual Shareholders Meetings, can be examined as
an integral part of the notarized minutes of the respective 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) | Such shares of stock may be offered for purchase to individuals
currently or formerly employed by Siemens AG or any of its subsidiaries, or they
may be granted and transferred with a holding period of at least two years. |
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(4) | Such shares of stock may be used to service conversion or option
rights granted by Siemens AG or any of its subsidiaries. |
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If the Siemens shares are used to service such conversion or option rights issued
by applying, mutatis mutandis, the provisions of § 186 (3) 4th
sentence, of the German Stock Corporation Act (against contributions in cash
approximating the market price, with preemptive rights of shareholders excluded),
the aggregate number of shares 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 at the time when the shares are used. The limit
also includes shares that were or are to be issued to service conversion or option rights that
were or will be granted in accordance with the above provisions at the time when
the shares are used. |
(d) | The Supervisory Board shall be authorized to use Siemens shares reacquired on
the basis of this or any previously given authorization as follows: |
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Such shares of stock 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 employees of the Company, 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) | The authorizations pursuant to paragraphs (c) and (d) above may be implemented
once or several times, solely or jointly, wholly or in part. |
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(f) | Preemptive rights of shareholders relating to reacquired Siemens shares shall
be excluded to the extent to which such shares are used in accordance with the
authorizations pursuant to paragraph (c) subsections (2) through (4) and paragraph (d)
above. |
8. | To consider and vote upon amendments to the Articles of Association in order to modernize
them |
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The provisions of the Articles of Association relating to the convening and conduct of
Supervisory Board meetings and to the possibilities of adopting resolutions |
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(a) | § 12 (2) of the Articles of Association shall be amended to read as follows: |
2. | A Deputy Chairman performing the duties of the Chairman in case of
the Chairmans inability to act shall be vested with all the powers of the
Chairman, except for the second vote accorded to the Chairman pursuant to the
German Codetermination Act. |
(b) | § 12 (4), 2nd sentence, of the Articles of Association shall be
amended to read as follows: |
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The permanent inability of the Chairman or a Deputy Chairman to discharge the duties
of office shall be deemed to constitute an important cause. |
(c) | § 13 (7), 1st sentence, of the Articles of Association shall be
amended to read as follows: |
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If declarations must be made or received in order to carry out resolutions of the
Supervisory Board, the Chairman or, in the Chairmans inability to act, a Deputy
Chairman shall act on behalf of the Supervisory Board. |
(d) | § 14 of the Articles of Association shall be amended to read as follows: |
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The meetings of the Supervisory Board shall be called at least two weeks in advance by
the Chairman or, in the Chairmans inability to act, by a Deputy Chairman. This period
may be reduced in urgent cases. Even in urgent cases, there shall be at least three
days between the notice of a meeting and the day named for such meeting. Notice of
meetings may be given in writing, by telephone, telefax or any other customary means of
communication (e.g. by e-mail). In all other respects regarding the calling of
Supervisory Board meetings the statutory provisions as well as the Bylaws of the
Supervisory Board shall apply. |
(e) | § 15 (1) of the Articles of Association shall be amended to read as follows: |
1. | Meetings of the Supervisory Board shall be chaired by the Chairman
or, in the Chairmans inability to act, by a Deputy Chairman. |
(f) | § 15 (4) of the Articles of Association shall be amended to read as follows: |
4. | Meetings conducted and resolutions adopted in writing, by telephone,
telefax or any other customary means of communication (e.g. by e-mail) or the
participation of individual Supervisory Board members in meetings or resolutions
using customary means of communication shall be permitted, if the Chairman of the
Supervisory Board so decides on a case-by-case basis and if preceded by reasonable
notice. |
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(g) | § 21 (1), 1st sentence, of the Articles of Association shall be
amended to read as follows: |
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The Shareholders Meeting shall be chaired by the Chairman of the Supervisory Board
or, in the Chairmans inability to act, by a member of the Supervisory Board designated
by the Chairman. |
9. | To consider and vote upon an amendment to the Articles of Association to adjust to new
legislation |
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The successful deployment of electronic delivery of annual meeting materials to shareholders
shall be continued in the future. The German Transparency Directive Implementation Act (Act
on the implementation of Directive 2004/109/EC of the European Parliament and of the Council
of December 15, 2004 on the harmonization of transparency requirements for information about
issuers whose securities are admitted to trading on a regulated market and amending
Directive 2001/34/EC) that was passed by the German Bundestag and is expected to come into
force on January 20, 2007, requires, as a prerequisite for electronic delivery of
shareholder meeting materials, approval from the annual shareholders meeting for this type
of information transmission, in addition to the individual shareholders approval. For this
reason, the possibility of transmitting information to shareholders by way of remote data
transmission after obtaining the necessary approval shall be incorporated into the Articles
of Association. |
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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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§ 4 (2) of the Articles of Association shall be amended to add the following 3rd
sentence: |
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The Company shall be entitled to submit to registered shareholders, with their approval,
information by way of remote data transmission. |
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SIEMENS AKTIENGESELLSCHAFT |
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Date: December 15, 2006 | /s/ Dr. Werner Schick | |||
Name: | Dr. Werner Schick | |||
Title: | Senior Counsel | |||
/s/ Dr. Tanja Koehler | ||||
Name: | Dr. Tanja Koehler | |||
Title: | Corporate Legal Counsel | |||