(SIE) Siemens AG
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| 26-01-12 | RNS |
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Final Results Siemens AG
Facts and figures for shareholders Fiscal 2011 October 1, 2010 – September 30, 2011 Dr. Gerhard Cromme In fiscal 2011, the Supervisory Board performed the duties assigned to it by law, the Siemens Articles of Association and the Bylaws for the Supervisory Board. We regularly advised the Managing Board on the management of the Company and monitored the Managing Board’s activities. We were directly involved in all major decisions regarding the Company. In written and oral reports, the Managing Board regularly provided us with timely and comprehensive information on Company planning and business operations as well as on the strategic development and current state of the Company. Deviations from business plans were explained to us in detail. The Supervisory Board would like to thank the members of the Managing Board as well as the employees and employee representatives of all Siemens companies for their work. Together, they helped make fiscal 2011 another very successful year for Siemens. Peter Löscher Despite the economic uncertainties, we made excellent progress in our drive to generate sustainable, profitable growth in fiscal 2011. At roughly €74 billion, revenue for the year was 7% above the level achieved in fiscal 2010. New orders rose 16% to about €86 billion. Our order backlog was slightly more than €96 billion, a new record. At €9.1 billion, Total Sectors profit was 36% above the prior-year level. And income from continuing operations was €7.0 billion, a 65% increase year-over-year. We want our shareholders to benefit from our success – in the form of another substantially increased dividend. That’s why the Supervisory Board and Managing Board will propose to the Annual Shareholders’ Meeting in January 2012 a dividend of €3.00 for every share entitled to a dividend. With this proposal, we’re continuing our tradition of attractive dividend payments. Fiscal 2011 – Financial summary We restored growth in revenue, which rose to €73.515 billion, compared to €68.978 billion a year earlier. Revenue for Siemens overall as well as for Total Sectors increased 7% year-over-year, driven by the Industry and Energy Sectors. Growth in Industry primarily included strong recovery in the Sector’s short-cycle businesses, while revenue in Energy grew at all Divisions. Both Sectors raised their revenue in each of the four quarters of fiscal 2011 compared to the respective prior-year quarter. Revenue at Healthcare was flat year-over-year. On a geographic basis, revenue grew in all the reporting regions, including double-digit growth rates in the Asia, Australia and the Americas regions. Orders grew even faster than revenue, to €85.582 billion, up 16% from €74.055 billion in the prior year. Order development largely followed the pattern described above for revenue development, with growth driven primarily by the Industry and Energy Sectors. While Industry’s short-cycle businesses contributed strongly to order growth for the Sector, the increase year-over-year also included Siemens’ largest-ever train order, worth €3.7 billion. Order growth in Energy was broad-based across the Sector’s Divisions. Healthcare delivered slightly higher orders year-over-year. On a geographic basis, orders grew in all the reporting regions, including double-digit growth rates in the Asia, Australia and Europe, C.I.S., Africa, Middle East regions. We increased Total Sectors profit to €9.093 billion. Total Sectors profit climbed 36% compared to the prior fiscal year. The increase year-over-year included a strong operating performance in Industry’s short-cycle businesses and Energy’s Fossil Power Generation Division. Profit in the Industry Sector rose 36%, to €3.618 billion, while Energy generated profit of €4.141 billion, up 23% from the prior year. This increase in Energy included a substantial net gain related to the Areva joint venture mentioned above, as a €1.520 billion gain on the sale of the Sector’s stake in Areva was partly offset by a profit impact of €682 million related to a payment to Areva S.A., the joint venture partner, following an adverse arbitration decision. A strong profit increase in Healthcare year-over-year was due primarily to prior-year impairment charges of €1.204 billion at its Diagnostics Division. Charges at Healthcare in the current period were significantly lower. Income from continuing operations reached €7.011 billion. Corresponding basic earnings per share (EPS) rose to €7.82. A year earlier, income from continuing operations was €4.262 billion and corresponding basic EPS was €4.72. The strong increase in income from continuing operations was driven primarily by the high level of Total Sectors profit, and secondarily by improved results outside the Sectors. Expenses for Corporate items and pensions came in lower year-over-year, in part because these expenses in the prior fiscal year included €267 million (pretax) related to special remuneration for non-management employees. Income from continuing operations increased also on lower losses at Equity Investments and Centrally managed portfolio activities compared to the prior fiscal year. Net income rose to €6.321 billion from €4.068 billion in fiscal 2010. Corresponding basic EPS rose to €7.04 compared to €4.49 a year earlier. The primary driver of net income growth was higher income from continuing operations. In contrast, discontinued operations had a negative influence on net income. This was due primarily to Siemens IT Solutions and Services, which was reclassified as discontinued operations during the year and posted a loss of €826 million compared to a loss of €468 million a year earlier. The sale of the business resulted in a negative earnings impact of €903 million (pretax) in fiscal 2011. OSRAM was also reclassified as discontinued operations in fiscal 2011. It made a positive contribution to net income in both periods under review, including €309 million in the current period and €318 million in fiscal 2010. Overall, discontinued operations resulted in a loss of €690 million in fiscal 2011, compared to a loss of €194 million a year earlier. Free cash flow from continuing operations was €5.885 billion, compared to €7.043 billion a year earlier. The decline year- over-year was mainly due to the Energy Sector which significantly built up its net working capital, particularly its inventories. Lower Free cash flow at Healthcare was more than offset by an increase at Industry as well as lower cash outflows outside the Sectors year-over-year. We improved our capital efficiency. On a continuing basis, return on capital employed (ROCE) (adjusted) increased to 24.0%, up from 13.4% in fiscal 2010. The difference was due primarily to higher income from continuing operations and, to a lesser extent, to a decline in average capital employed year-over-year. To our shareholders. The Siemens Managing Board, in agreement with the Supervisory Board, proposes a dividend of €3.00 per share. The prior-year dividend was €2.70 per share. Based on shares outstanding as of September 30, 2011, this proposal corresponds to a dividend payout of 41% of Siemens’ net income for fiscal 2011. Outlook for fiscal 2012. For fiscal 2012, we expect moderate organic revenue growth compared to fiscal 2011, and orders again exceeding revenues for a book-to-bill ratio well above 1. We anticipate continued strong earnings performances in our businesses, despite ongoing pricing pressure and higher operating expenses. We set our goal for fiscal 2012 income from continuing operations based on the high level we achieved in the prior year, excluding the net positive effect of €1.0 billion (after tax) related to Areva that lifted income to €7.0 billion in fiscal 2011. Our expectation for income includes anticipated profit impacts related to our equity stake in Nokia Siemens Networks B.V., charges associated with repositioning activities in the Healthcare Sector, and higher pension expenses. Based on our expectation for capital-efficient growth in our businesses and continuous improvement relative to markets and competitors, we expect ROCE (adjusted) to reach our target range of 15% to 20% in fiscal 2012. This outlook excludes significant portfolio effects and impacts related to legal and regulatory matters. It is also conditional on continued revenue growth, particularly for businesses that are sensitive to short-term changes in the economic environment. The Siemens share/Investor relations Siemens on the capital market. We take our responsibility to maintain an intensive dialogue with the capital market very seriously. Cultivating close contacts with our shareholders, we keep them informed of all major developments throughout Siemens. As part of our investor relations work, we provide information on the Company’s development in quarterly, semiannual and annual reports. Our CEO and CFO also maintain close contact with investors through roadshows and conferences. In addition, Siemens holds Sector Capital Market Days, at which the management of our Sectors informs investors and analysts about the Sectors’ business strategies and market environments. In recognition of the growing importance of the emerging markets, we held the first Capital Market Day Emerging Markets in Shanghai in fiscal 2011. We also provide extensive information online. Quarterly, semiannual and annual reports, analyst presentations, press releases and our financial calendar for the current year, which includes all major publication dates as well as the date of the Annual Shareholders’ Meeting, are available at www.siemens.com/investors Further information can be found in the Siemens Annual Report for 2011. Printed copies of the Annual Report (free of charge) Address New orders and order backlog; adjusted or organic growth rates of revenue and new orders; book-to-bill ratio; Total Sectors profit; return on equity (after tax), or ROE (after tax); return on capital employed (adjusted), or ROCE (adjusted); Free cash flow or FCF; cash conversion rate, or CCR; adjusted EBITDA; adjusted EBIT; adjusted EBITDA margins, earnings effects from purchase price allocation, or PPA effects; net debt and adjusted industrial net debt are or may be non-GAAP financial measures. These supplemental financial measures should not be viewed in isolation as alternatives to measures of Siemens’ financial condition, results of operations or cash flows as presented in accordance with IFRS in its Consolidated Financial Statements. Other companies that report or describe similarly titled financial measures may calculate them differently. Definitions of these supplemental financial measures, a discussion of the most directly comparable IFRS financial measures, information regarding the usefulness of Siemens’ supplemental financial measures, the limitations associated with these measures and reconciliations to the most comparable IFRS financial measures are available on Siemens’ Investor Relations website at www.siemens.com/nonGAAP. For additional information, see supplemental financial measures and the related discussion in Siemens’ annual report on Form 20-F for fiscal 2011, which can be found on our Investor Relations website or via the EDGAR system on the website of the United States Securities and Exchange Commission. This document contains forward-looking statements and information – that is, statements related to future, not past, events. These statements may be identified by words such as “expects,” “looks forward to,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “project” or words of similar meaning. Such statements are based on the current expectations and certain assumptions of Siemens’ management, and are, therefore, subject to certain risks and uncertainties. A variety of factors, many of which are beyond Siemens’ control, affect Siemens’ operations, performance, business strategy and results and could cause the actual results, performance or achievements of Siemens to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. In particular, Siemens is strongly affected by changes in general economic and business conditions as these directly impact its processes, customers and suppliers. This may negatively impact our revenue development and the realization of greater capacity utilization as a result of growth. Yet due to their diversity, not all of Siemens’ businesses are equally affected by changes in economic conditions; considerable differences exist in the timing and magnitude of the effects of such changes. This effect is amplified by the fact that, as a global company, Siemens is active in countries with economies that vary widely in terms of growth rate. Uncertainties arise from, among other things, the risk of customers delaying the conversion of recognized orders into revenue or cancelling recognized orders, of prices declining as a result of adverse market conditions by more than is currently anticipated by Siemens’ management or of functional costs increasing in anticipation of growth that is not realized as expected. Other factors that may cause Siemens’ results to deviate from expectations include developments in the financial markets, including fluctuations in interest and exchange rates (in particular in relation to the US$, British and the currencies of emerging markets such as China, India and Brazil), in commodity and equity prices, in debt prices (credit spreads) and in the value of financial assets generally. Any changes in interest rates or other assumptions used in calculating obligations for pension plans and similar commitments may impact Siemens’ defined benefit obligations and the anticipated performance of pension plan assets resulting in unexpected changes in the funded status of Siemens’ pension and other post-employment benefit plans. Any increase in market volatility, deterioration in the capital markets, decline in the conditions for the credit business, uncertainty related to the subprime, financial market and liquidity crises, including the sovereign debt crisis in the Eurozone, or fluctuations in the future financial performance of the major industries served by Siemens may have unexpected effects on Siemens’ results. Furthermore, Siemens faces risks and uncertainties in connection with: disposing of business activities, certain strategic reorientation measures, including reorganization measures relating to its segments; the performance of its equity interests and strategic alliances; the challenge of integrating major acquisitions, implementing joint ventures and other significant portfolio measures; the performance, measurement criteria and composition of its Environmental Portfolio; the introduction of competing products or technologies by other companies or market entries by new competitors; changing competitive dynamics (particularly in developing markets); the risk that new products or services will not be accepted by customers targeted by Siemens; changes in business strategy; the interruption of our supply chain, including the inability of third parties to deliver parts, components and services on time resulting for example from natural disasters; the outcome of pending investigations, legal proceedings and actions resulting from the findings of, or related to the subject matter of, such investigations; the potential impact of such investigations and proceedings on Siemens’ business, including its relationships with governments and other customers; the potential impact of such matters on Siemens’ financial statements, and various other factors. More detailed information about certain of the risk factors affecting Siemens is contained throughout this report and in Siemens’ other filings with the SEC, which are available on the Siemens website, www.siemens.com, and on the SEC’s website, www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the relevant forward-looking statement as expected, anticipated, intended, planned, believed, sought, estimated or projected. Siemens neither intends to, nor assumes any obligation to, update or revise these forward-looking statements in light of developments which differ from those anticipated. More |
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| 26-01-12 | RNS |
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Dividend Declaration Siemens AG
Dividend announcement ISIN DE0007236101 The Annual Shareholders‘ Meeting of Siemens AG on January 24, 2012 resolved that the unappropriated net income of € 2,742,610,263.00 for fiscal year 2011 be used to pay a dividend of €3.00 on each no-par value share entitled to receive a dividend and that the amount attributable to the shares of stock of Siemens AG held in treasury by the Company at the date of the Annual Shareholders’ Meeting be carried forward. The dividend is payable on January 25, 2012, after deduction of 25% withholding tax and a 5.5% solidarity surcharge on the withholding tax (totalling 26.375%). Payment of the dividend will be effected by your depository bank via Clearstream Banking AG. The Double Taxation Treaty between the United Kingdom and the Federal Republic of Germany of March 30, 2010 provides for the payment of dividends to qualifying U.K. residents at a reduced total withholding tax rate of 15%, including the solidarity surcharge. To claim a refund, shareholders must submit an application (available at http://www.bzst.de/DE/Steuern_International/Kapitalertragsteuerentlastung/Auslaendische_Antragsteller/Formulare/KapSt_Ausl_Formulare_node.html) at the latest by December 31, 2016 to: Bundeszentralamt für Steuern, D-53221 Bonn, Germany. Berlin and Munich, January 2012 Siemens Aktiengesellschaft The Managing Board More |
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| 28-12-11 | RNS |
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Notice of AGM Siemens AG
Siemens Aktiengesellschaft Berlin and Munich Berlin and Munich, December 2011 Addendum to the Agenda (upon request of the "Verein von Belegschaftsaktionären in der Siemens AG, e.V. München") of the Annual Shareholders' Meeting of Siemens AG to be held on Tuesday, January 24, 2012 at 10:00 a.m. CET, at the Olympiahalle of the Olympiapark, Coubertinplatz, 80809 Munich, Federal Republic of Germany. Dear Shareholders: Pursuant to Section 122 (2) of the German Stock Corporation Act (AktG), the "Verein von Belegschaftsaktionären in der Siemens AG, e.V. München" whose shares, together with the shares of shareholders who duly authorized it in this respect, amount to a proportionate ownership of at least €500,000 in the capital stock has requested that the following item be placed on the Agenda for consideration at the Annual Shareholders' Meeting of Siemens AG, Berlin and Munich, to be held on January 24, 2012 and that such item be published. Therefore, the Agenda is hereby supplemented by the following Agenda Item 6, with the former Agenda Items 1 through 5 being retained: Upon request of the "Verein von Belegschaftsaktionären in der Siemens AG, e.V. München": 6. Amendment to the Articles of Association of Siemens AG The "Verein von Belegschaftsaktionären in der Siemens AG, e.V." (Association of Employee Shareholders of Siemens AG) supports the goal of the Bundestag and the German government to achieve a sustainable increase in the percentage of supervisory board positions held by women. For this reason, the Association takes up the proposal of the Federal Minister for Family Affairs for companies to set, of their own accord, a women's quota that takes into account each company's respective starting point and the conditions in which it operates. This complies with the current German Corporate Governance Code, one of the goals of which is to achieve appropriate participation of women on supervisory boards. As regards the size of the quota, the following motion makes reference to the figures currently mentioned in the public debate on this topic. The "Verein von Belegschaftsaktionären in der Siemens AG e.V." therefore proposes as follows: That Section 11 (1) of the Articles of Association of Siemens AG be amended to include the following sentence: "In respect of elections of shareholder representatives to the Supervisory Board, at least 30% of those elected shall be women as from 2013 and at least 40% as from 2018." That Section 11 (3) of the Articles of Association of Siemens AG be amended to include the following sentence: "To the extent that substitute representatives are elected to replace some or all of shareholder representatives on the Supervisory Board, at least 30% of those elected shall be women as from 2013 and at least 40% as from 2018." Position of the Management of Siemens AG on the motion submitted by the "Verein von Belegschaftsaktionären in der Siemens AG, e.V. München" The Supervisory Board and the Managing Board recommend to vote against the motion on Item 6 of the Agenda. In light of Section 5.4.1 of the German Corporate Governance Code, the Supervisory Board resolved in fiscal year 2010, among other things, to pay particular attention in its election proposals to the appropriate participation of women. Qualified women shall already be included in the initial process of selecting potential candidates for new elections or for the filling of Supervisory Board positions that have become vacant and shall be considered, as appropriate, in nominations. Further, the Supervisory Board's goal for the next Supervisory Board election in 2013 is, at the minimum, to maintain or, if possible, to increase the number of women among its members from a current four. It is also intended that a woman join the Nominating Committee following this Supervisory Board election. The Bylaws of the Supervisory Board also contain requirements for the appropriate participation of women in proposals for elections of shareholder representatives to the Supervisory Board by the Annual Shareholders' Meeting. In our view, it is not necessary to include a quota regulation in the Articles of Association of Siemens AG. The goals agreed by the Supervisory Board serve to promote the appropriate participation of women and, at the same time, protect the freedom of choice of the Annual Shareholders' Meeting. If a quota regulation were to be added to the Articles of Association, this would give rise to legal uncertainty in respect of the election of Supervisory Board members by the Annual Shareholders' Meeting, since the legal admissibility of such regulations is subject to dispute. Siemens takes the topic of diversity very seriously and already has two women on its Managing Board. What is more, Siemens has set specific targets for the promotion of women to management levels below the Managing Board. The supplementary motion has been submitted for publication to those media which may be presumed to distribute the information throughout the European Union. The motion is also available on the Internet at www.siemens.com/agm. By order of the Managing Board Siemens Aktiengesellschaft This version of the Addendum to the Agenda of the Annual Shareholders’ Meeting, prepared for the convenience of English-speaking readers, is a translation of the German original. For purposes of interpretation the German text shall be authoritative and final. More |
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| 19-12-11 | RNS |
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Notice of AGM Siemens AG
Siemens Aktiengesellschaft Berlin and Munich, December 2011 To Our Shareholders: NOTICE IS HEREBY GIVEN that the Annual Shareholders’ Meeting of Siemens Aktiengesellschaft (hereinafter “Siemens AG” or “Company”) will be held on Tuesday, January24,2012 at 10:00a.m. CET, at the Olympiahalle of the Olympiapark, Coubertinplatz, 80809Munich, Federal Republic of Germany, for the following purposes: Agenda 1. To receive and consider the adopted Annual Financial Statements of Siemens AG and the approved Consolidated Financial Statements, together with the Combined Management’s Discussion and Analysis of Siemens AG and the Siemens Group, including the Explanatory Report on the information required pursuant to Section289 (4) and (5) and Section315 (4) of the German Commercial Code (HGB) as of September30,2011, as well as the Report of the Supervisory Board, the Corporate Governance Report, the Compensation Report and the Compliance Report for fiscal year 2011 The materials referred to are available on our website at www.siemens.com/agm and may be inspected at the registered offices of Siemens AG, Wittelsbacherplatz2, 80333Munich, and Nonnendammallee101, 13629Berlin, Germany. Upon request, a copy of the materials will also be mailed to shareholders. In addition, the materials will be available and explained in more detail at the Annual Shareholders’ Meeting. In accordance with the applicable legal provisions, no resolution on Agenda Item1 is proposed to be adopted, as the Supervisory Board has already approved the Annual Financial Statements and the Consolidated Financial Statements. 2. To resolve on the appropriation of net income of Siemens AG to pay a dividend The Supervisory Board and the Managing Board propose that the unappropriated net income of Siemens AG for the fiscal year ended September30,2011 amounting to €2,742,610,263.00 be appropriated as follows:
The amounts of both the dividend distribution and the carryforward reflect the 876,177,650 no-par value shares existing at the time of the Managing and Supervisory Boards’ proposal for appropriation of the net income and which are entitled to the dividend for fiscal year 2011. Should there be any change in the number of no-par value shares entitled to the dividend for fiscal year 2011 before the date of the Annual Shareholders’ Meeting, the above proposal will be amended accordingly and presented for resolution at the Annual Shareholders’ Meeting, with an unchanged dividend of €3.00 on each no-par value share entitled to the dividend for fiscal year 2011 as well as a suitably amended carryforward. 3. To ratify the acts of the members of the Managing Board The Supervisory Board and the Managing Board propose that the acts of the members of the Managing Board in fiscal year 2011 be ratified for that period. 4. To ratify the acts of the members of the Supervisory Board The Supervisory Board and the Managing Board propose that the acts of the members of the Supervisory Board in fiscal year 2011 be ratified for that period. 5. To resolve on the appointment of independent auditors for the audit of the Annual Financial Statements and the Consolidated Financial Statements and for the review of the Interim Financial Statements On the basis of the Audit Committee’s recommendation, the Supervisory Board proposes that Ernst&YoungGmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, a) be appointed to serve as independent auditors of the Annual Financial Statements and the Consolidated Financial Statements for fiscal year 2012 and b) be appointed to review the Financial Statements and the Interim Management’s Discussion and Analysis for the first half of fiscal year 2012. Further information and details Total number of shares and voting rights At the time of giving Notice of Annual Shareholders’ Meeting, the Company’s common stock amounts to 914,203,421 no-par value shares entitled to participate and vote. Of these, 38,025,771 shares are held as treasury stock, from which the Company derives no rights. Prerequisites for attending the Annual Shareholders’ Meeting and for exercising the voting rights Notification of attendance Only those shareholders are entitled to attend and vote at the Annual Shareholders’ Meeting who are recorded as shareholders of the Company in the Company’s stock register and who have submitted timely notification of attendance to the Annual Shareholders’ Meeting. The notification of attendance must be received by the Company no later than Tuesday, January17,2012. Shareholders who are registered in the Company’s stock register may submit their notification of attendance in text form in the German or English language to Siemens AG at the following address:
or by using the password-protected Internet Service for the Annual Shareholders’ Meeting electronically via the Internet at You can obtain online access by entering your Shareholder Control Number and the related Personal Identification Number (PIN) both of which are contained in the materials sent to you. Instead of their PIN, shareholders who have registered for electronic delivery of shareholder meeting materials must use the Access Password selected by them upon registration. Further information on the attendance notification procedure is provided on the Attendance Notification Form (which may also be used to assign a proxy and vote by mail) sent to you together with the Notice of Annual Shareholders’ Meeting, as well as at the above-mentioned website. Credit institutions, shareholders’ associations and persons, institutions or companies of equal status pursuant to Section 135 (8) or Section 135 (10) in connection with Section 125 (5) of the German Stock Corporation Act (AktG) are not entitled to vote such shares not owned by them, but which are recorded under their name in the Company’s stock register (commonly referred to as nominee or ”street name” registration), unless they have the shareholder’s authority. Holders of American Depositary Receipts (ADR) may obtain further information through JPMorganChase&Co., P.O.Box64504, St.Paul, MN55164-0504, U.S.A. (Phone +18009901135; E-mail: jpmorgan.adr@wellsfargo.com). Please note that, due to the historically high number of attendance notifications received for our Annual Shareholders’ Meeting, it is necessary to limit the number of admission tickets sent to shareholders to generally one ticket per shareholder. Without wishing to restrict your right to attend, we request that you notify your attendance as early as possible and only if you seriously intend to attend the Annual Shareholders’ Meeting. This will facilitate organization of the Annual Shareholders’ Meeting. Shareholders of record or their duly appointed proxies entitled to attend the Annual Shareholders’ Meeting will be issued admission tickets and voting cards. Free disposability of stock A shareholder’s notification of attendance to the Annual Shareholders’ Meeting will not entail share blocking, i.e. even after having registered for attendance, shareholders remain free to dispose of their shares. The right to vote is based on the number of shares evidenced by entry in the Company’s stock register as of the date of the Annual Shareholders’ Meeting. This number will correspond to the number of shares registered at the end of the closing date of the notification period, since applications for registration in the Company’s stock register received from January18,2012 through January24,2012 will be processed and considered only with effect from January25,2012. Proxy voting procedure Shareholders who are registered in the Company’s stock register 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 a credit institution or a shareholders’ association. Here again, timely notification of attendance must be given by the shareholder or the duly authorized proxy. A proxy authorization, its revocation and evidence of proxy authorization vis-à-vis the Company must be provided in text form or via the above-mentioned Internet Service for the Annual Shareholders’ Meeting (by entering the Shareholder Control Number and the related Personal Identification Number (PIN) or the Access Password) if neither a credit institution nor a shareholders’ association nor persons, institutions or companies of equal status pursuant to Section135 (8) or Section135 (10) in connection with Section 125 (5) of the German Stock Corporation Act (AktG) are authorized. Both the assignment and evidence of a proxy authorization may be mailed to the above-mentioned address by using the Attendance Notification Form sent to shareholders together with the Notice of Annual Shareholders’ Meeting. Credit institutions, shareholders’ associations and persons, institutions or companies of equal status pursuant to Section135 (8) or Section135 (10) in connection with Section 125 (5) of the German Stock Corporation Act (AktG) may stipulate different requirements with regard to their own appointment as proxies. As a special service, we offer our shareholders, as in the past, the possibility of delegating, to employees of Siemens AG, their authority to vote their shares at the Annual Shareholders’ Meeting in accordance with their voting instructions. Again, the required authorization may be given at the above-mentioned website (by way of the Shareholder Control Number and the related Personal Identification Number (PIN) or Access Password) or by returning the forms mailed to you. Please note that these proxy representatives can vote your shares only on agenda items on which you have given voting instructions, and that they may not accept instructions on proposals of procedure prior to or during the Annual Shareholders’ Meeting. In the same way, these proxy representatives will not accept any instructions for requests to speak, to raise objections against resolutions of the Annual Shareholders’ Meeting or to ask questions or submit proposals. Further details regarding the proxy voting procedure are provided on the Attendance Notification Form mailed to you together with the Notice of Annual Shareholders’ Meeting and at the above-mentioned website. After timely notification of your attendance, you may use our Internet Service for the Annual Shareholders’ Meeting to change your admission ticket order, proxy authorization and voting instructions until the end of the general debate on the day of the Annual Shareholders’ Meeting. When using our Internet Service for the Annual Shareholders’ Meeting, please note that you can neither vote on possible counterproposals or election nominations or other proposals not brought forward prior to the Annual Shareholders’ Meeting nor give voting instructions with regard to such proposals. Likewise, no requests to speak, objections to resolutions of the Annual Shareholders’ Meeting, questions or proposals from shareholders can be accepted via the Internet Service for the Annual Shareholders’ Meeting. Absentee voting procedure Shareholders registered in the Company’s stock register are entitled to submit their votes by way of absentee voting (voting by mail), even without attending the Annual Shareholders’ Meeting. Only those shareholders of record are entitled to vote by mail who have submitted timely notification of attendance to the Annual Shareholders’ Meeting. The submission of votes by way of absentee voting shall be in writing or by using electronic communication and must be received by the Company no later than Tuesday, January17,2012. Please use the Attendance Notification Form mailed to you together with the Notice of Annual Shareholders’ Meeting and mail it to the above-mentioned address or use our password-protected Internet Service for the Annual Shareholders’ Meeting via the above-mentioned Internet address (by entering your Shareholder Control Number and the related Personal Identification Number (PIN) or the Access Password). Further details regarding the absentee voting procedure are provided on the Attendance Notification Form mailed to you together with the Notice of Annual Shareholders’ Meeting and at the above website. After timely submission of your vote by way of absentee voting, you may make changes via our Internet Service until the end of the general debate on the day of the Annual Shareholders’ Meeting. When using our Internet Service for the Annual Shareholders’ Meeting, please note that you cannot cast absentee votes either on possible counterproposals or on election nominations or on other proposals not brought forward prior to the Annual Shareholders’ Meeting. Likewise, no requests to speak, objections to resolutions of the Annual Shareholders’ Meeting, questions or proposals from shareholders can be accepted via the Internet Service for the Annual Shareholders’ Meeting. Authorized credit institutions, shareholders’ associations and persons, institutions or companies of equal status pursuant to Section135 (8) or Section135 (10) in connection with Section 125 (5) of the German Stock Corporation Act (AktG) may also take advantage of absentee voting. Submission of votes by way of absentee voting, too, is based on the number of shares evidenced by entry in the Company’s stock register as of the date of the Annual Shareholders’ Meeting. This number will correspond to the number of shares registered at the end of the closing date of the notification period, since applications for registration in the Company’s stock register received from January18,2012 through January24,2012 will be processed and considered only with effect from January25,2012. Inquiries, proposals, election nominations and information requests (information on shareholders’ rights pursuant to Section122 (2), Section126 (1), Section127, and Section131 (1) of the German Stock Corporation Act (AktG)) Requests for additions to the agenda pursuant to Section122 (2) of the German Stock Corporation Act (AktG) Shareholders whose combined shares amount to at least one-twentieth of the capital stock or a proportionate ownership of at least €500,000 (equivalent to 166,667 shares of stock) may request that items be placed on the agenda and be published. Each new item must be accompanied by supporting information or a formal resolution proposal. The request must be submitted in writing to the Managing Board of Siemens AG and be received by the Company no later than midnight (CET) on December24,2011. Please use the following address to submit your respective requests:
Unless made public at the same time as the Notice of Annual Shareholders’ Meeting, requests for additions to the agenda that are required to be published are published without undue delay upon receipt in the German Electronic Federal Gazette (elektronischer Bundesanzeiger) and submitted for publication to those media which may be presumed to distribute the information throughout the European Union. In addition, such requests are published on the Internet at www.siemens.com/agm and communicated to the shareholders. Counterproposals and election nominations pursuant to Section126 (1) and Section127 of the German Stock Corporation Act (AktG) In addition, shareholders may submit to the Company counterproposals to Managing and/or Supervisory Board proposals relating to certain agenda items and may make election nominations. All counterproposals must be accompanied by supporting information. All counterproposals, election nominations and other inquiries by shareholders concerning the Annual Shareholders’ Meeting must be sent to:
or e-mailed to: Counterproposals and election nominations by shareholders to be made available, including the shareholder’s name and any supporting information to be made available, will be posted on the Internet at www.siemens.com/agm upon their receipt. All counterproposals and election nominations relating to items on the present Agenda that are received at the above-mentioned address by midnight (CET) on January9,2012 will be considered. Management’s position, if any, on the counterproposals and election nominations will also be available at the above-mentioned website. Right to obtain information pursuant to Section131 (1) of the German Stock Corporation Act (AktG) Every shareholder or shareholder representative present at the Annual Shareholders’ Meeting may request from the Managing Board information regarding the Company's affairs, the Company's legal and business relations with any affiliated enterprises, and the position of the Group and any enterprises included in the Consolidated Financial Statements, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda. Additional explanations Additional explanations regarding shareholders’ rights pursuant to Section122 (2), Section126 (1), Section127, and Section131 (1) of the German Stock Corporation Act (AktG) can be found on the Company’s website at www.siemens.com/agm. Live transmission of the Annual Shareholders’ Meeting As determined by the Chairman of the Meeting, the entire Annual Shareholders’ Meeting on January24,2012 will be webcast live for shareholders of Siemens AG over the Internet starting at 10:00a.m. CET (go to https://ihv.siemens.com). Shareholders of record will be able to obtain online access by entering their Shareholder Control Number and the related Personal Identification Number (PIN) specified in the materials mailed to them. Instead of their PIN, shareholders who have registered for electronic delivery of shareholder meeting materials must use the Access Password selected by them upon registration. Furthermore, the speeches of the Chairman of the Supervisory Board and of the President and CEO may also be followed by other interested parties live over the Internet and will be available as a replay after the Annual Shareholders’ Meeting (go to www.siemens.com/agm). A recording of the live transmission in its entirety will not be made. Website where information pursuant to Section124a of the German Stock Corporation Act (AktG) is available The Notice of Annual Shareholders’ Meeting, together with the information and explanations required by law, is also available on our website at www.siemens.com/agm, where the information pursuant to Section124a of the German Stock Corporation Act (AktG) can also be found. The voting results will be posted at the same website after the Annual Shareholders’ Meeting. The Notice of Annual Shareholders’ Meeting has been submitted for publication to those media which may be presumed to distribute the information throughout the European Union. By order of the Managing Board This version of the Notice of Annual Shareholders’ Meeting, prepared for the convenience of English-speaking readers, is a translation of the German original. For purposes of interpretation the German text shall be authoritative and final. More |
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