SIE Siemens N Ord

 
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Siemens AktiengesellschaftBerlin and MunichDecember 2010

Notice of Annual Shareholders' Meeting of Siemens AG

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, January 25, 2011 at 10:00 a.m. CET, at the Olympiahalle of the Olympiapark, Coubertinplatz, 80809 Munich, Federal Republic of Germany, for the following purposes:

Agenda

1.To receive and consider the Report of the Supervisory Board, the Corporate Governance Report and the Compensation Report as well as the Compliance Report for fiscal year 2010

2.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 § 289 (4) and (5) and § 315 (4) of the German Commercial Code (HGB) as of September 30, 2010

3.To resolve on the allocation of net income of Siemens AG to pay a dividend

4.To ratify the acts of the members of the Managing Board

5.To ratify the acts of the members of the Supervisory Board

6.To resolve on the approval of the compensation system for Managing Board members

7.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

8.To resolve on the authorization to repurchase and use Siemens shares and to exclude shareholders' subscription and tender rights

9.To resolve on the authorization to use derivatives in connection with the repurchase of Siemens shares pursuant to § 71 (1), no. 8, of the German Stock Corporation Act (AktG), and to exclude shareholders' subscription and tender rights

10.To resolve on the creation of an Authorized Capital 2011 reserved for the issuance to employees with shareholders' subscription rights excluded, and related amendments to the Articles of Association

11.To resolve on the adjustment of Supervisory Board compensation and the related amendments to the Articles of Association

12.To resolve on the approval of a profit-and-loss transfer agreement between Siemens AG and a subsidiary

13.To resolve on the authorization of the Managing Board to issue convertible bonds and/or warrant bonds and exclude shareholders' subscription rights, and to resolve on the creation of a Conditional Capital 2011 and related amendments to the Articles of Association

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, 41,730,860 shares are held as treasury stock from which the Company can derive 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 has to be received by the Company no later than Tuesday, January 18, 2011.

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:

Siemens Hauptversammlung 201181052 Munich, GermanyTelefax: +49 89 636 700776E-mail: ihv@siemens.com

or by using the password-protected Internet Service for the Annual Shareholders' Meeting electronically via the Internet at

https://ihv.siemens.com

Shareholders can obtain online access by entering their Shareholder Control Number and the related Personal Identification Number (PIN), both of which are contained in the materials mailed to shareholders. Instead of their PIN, shareholders registered for electronic delivery of shareholder meeting materials must use the Access Password selected by them upon registration. Further notes on the attendance notification procedure are provided on the attendance notification form (which may also be used to assign a proxy and vote by mail) mailed to shareholders together with the Notice of Annual Shareholders' Meeting and at the above Internet website.

If a shareholder's stock is held of record by a credit institution (commonly referred to as nominee or "street name" registration), the credit institution is not entitled to vote such shares not owned by it unless it has the shareholder's authority.

Holders of American Depositary Receipts (ADR) may obtain further information through JP Morgan Chase & Co., P.O. Box 64504, St. Paul, MN 55164-0504, U.S.A. (Phone +1 800 990 1135; 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. To facilitate the organization of the Annual Shareholders' Meeting and without wishing to restrict your right to attend, you are requested to notify your attendance as early as possible and only if you seriously intend to attend 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 January 19, 2011 through January 25, 2011 will be processed and considered only with effect from January 26, 2011.

Proxy voting procedure

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 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 named Internet Service for the Annual Shareholders' Meeting, if neither a credit institution nor a shareholders' association or a person or legal entity of equal status pursuant to § 135 (8) of the German Stock Corporation Act (AktG) is authorized. Both the assignment and evidence of a proxy authorization may be mailed to the above address by using the attendance notification form sent to shareholders together with the Notice of Annual Shareholders' Meeting. Credit institutions, shareholders' associations and persons or legal entities of equal status pursuant to § 135 (8) of the German Stock Corporation Act (AktG), which professionally offer shareholders their services in exercising voting rights at the Annual Shareholders' Meeting, 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 their authority to vote their shares at the Annual Shareholders' Meeting in accordance with their voting instructions to employees of Siemens AG. Again, the required authorization may be given at the above Internet 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 each shareholder. Please note that the proxy representatives can only vote your shares 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, the 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 also provided on the attendance notification form mailed to shareholders together with the Notice of Annual Shareholders' Meeting and at the above Internet website.

After having timely registered for 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 or questions from shareholders can be accepted via the Internet Service for the Annual Shareholders' Meeting.

Absentee voting procedure

For the first time, shareholders registered in the Company's stock register shall be entitled to submit their votes by way of absentee voting (voting by mail), 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 using electronic communication and must be received by the Company no later than Tuesday, January 18, 2011. Please use the attendance notification form mailed to you together with the Notice of Annual Shareholders' Meeting and mail it to the above listed address or use our password-protected Internet Service for the Annual Shareholders' Meeting via the above listed 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 shareholders together with the Notice of Annual Shareholders' Meeting and at the above Internet 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 can neither cast absentee votes on possible counterproposals or election nominations or other proposals not brought forward prior to the Annual Shareholders' Meeting. Likewise, no requests to speak or questions from shareholders can be accepted via the Internet Service for the Annual Shareholders' Meeting.

In the same way, authorized credit institutions, shareholders' associations and persons or legal entities of equal status pursuant to § 135 (8) of the German Stock Corporation Act (AktG), which professionally offer shareholders their services in exercising voting rights at the Annual Shareholders' Meeting, may take advantage of absentee voting.

Absentee voting is also 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 January 19, 2011 through January 25, 2011 will be processed and considered only with effect from January 26, 2011.

Inquiries, proposals, election nominations and information requests (Information on shareholders' rights pursuant to § 122 (2), § 126 (1), § 127, § 131 (1) and § 293g (3) of the German Stock Corporation Act (AktG))

Requests for additions to the agenda pursuant to § 122 (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 EUR500,000 (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 to be received by the Company no later than midnight (CET) on December 25, 2010. Please use the following address to submit your respective requests:

Managing Board of Siemens AGWittelsbacherplatz 280333 MunichGermany

Unless made public at the same time as the Notice of 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 to those media for publication 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 § 126 (1) and § 127 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 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:

Siemens AktiengesellschaftCorporate FinanceInvestor Relations (CF IR)Wittelsbacherplatz 280333 MunichGermany(Telefax: +49 89 636 32830)

or e-mailed to:

hv2011@siemens.com

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 January 10, 2011, will be considered. Management's position, if any, on the counterproposals and election nominations will also be available at the above-mentioned Internet website.

Right to obtain information pursuant to § 131 (1) and § 293g (3) 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 on matters concerning the Company, the legal and business relationships between the Company and its affiliated companies, and the position of the Group and any companies included in the consolidated financial statements, to the extent that such information serves to help make an informed judgment about the relevant agenda item. Moreover, under § 293g (3) of the German Stock Corporation Act (AktG), with regard to Agenda Item 12, any shareholder shall, upon request, also be given information at the shareholders' meeting relating to all affairs of Siemens Finance GmbH, which is to be renamed "Siemens Bank GmbH" once the license to conduct banking transactions is granted, that are material in the context of concluding the profit-and-loss transfer agreement.

Additional explanations

Additional explanations regarding shareholders' rights pursuant to § 122 (2), § 126 (1), § 127, § 131 (1) and § 293g (3) 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 January 25, 2011 will be webcast live for shareholders of Siemens AG over the Internet starting at 10:00 a.m. (CET) (go to https://ihv.siemens.com). As a shareholder of record you will be able to obtain online access by entering your Shareholder Control Number and the related Personal Identification Number (PIN) specified in the materials mailed to you. Instead of their PIN, shareholders registered for electronic delivery of shareholder meeting materials must use the Access Password selected by them upon registration.

Furthermore, the speeches of the Supervisory Board Chairman 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). No recording of the entire live transmission will be made.

Internet website where information pursuant to § 124a 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 the Company's website at www.siemens.com/agm, where the information pursuant to § 124a 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 to those media for publication which may be presumed to distribute the information throughout the European Union.

By order of the Managing Board

Siemens Aktiengesellschaft

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.