TIDMSIE
Siemens AktiengesellschaftBerlin and MunichNotice of Annual
Shareholders' Meeting 2012
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, January 24, 2012 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 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 Section
289 (4) and (5) and Section 315 (4) of the German Commercial Code
(HGB) as of September 30, 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/agmand may be inspected at the registered offices
of Siemens AG, Wittelsbacherplatz 2, 80333 Munich, and
Nonnendammallee 101, 13629 Berlin, 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 Item 1 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
September 30, 2011 amounting to EUR2,742,610,263.00 be appropriated
as follows:
Distribution of a dividend of
EUR3.00 on each no-par value EUR2,628,532,950.00
share entitled to the dividend
for fiscal year 2011:
Amount carried forward: EUR114,077,313.00
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 EUR3.00 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 & Young GmbH
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, January 17, 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:
Siemens Hauptversammlung 2012
81052 Munich, Germany
Telefax: +49 89 636 700776
E-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
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 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.
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 January
18, 2012 through January 24, 2012 will be processed and considered
only with effect from January 25, 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 Section 135 (8) or Section 135 (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 Section 135 (8) or Section 135 (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, January 17, 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
Section 135 (8) or Section 135 (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 January 18, 2012 through January 24, 2012 will be
processed and considered only with effect from January 25,
2012.
Inquiries, proposals, election nominations and information
requests (information on shareholders' rights pursuant to Section
122 (2), Section 126 (1), Section 127, and Section 131 (1) of the
German Stock Corporation Act (AktG))
Requests for additions to the agenda pursuant to Section 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 and be received by the Company no
later than midnight (CET) on December 24, 2011. Please use the
following address to submit your respective requests:
Managing Board of Siemens AG
Wittelsbacherplatz 2
80333 Munich
Germany.
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 Section
126 (1) and Section 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 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:
Siemens Aktiengesellschaft
Corporate Finance
Investor Relations (CF IR)
Wittelsbacherplatz 2
80333 Munich
Germany
Telefax +49 89 636-32830
or e-mailed to:
hv2012@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/agmupon 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 9, 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 Section 131 (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 Section 122 (2), Section 126 (1), Section 127, and Section 131
(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 January 24, 2012 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). 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 Section 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
our website at www.siemens.com/agm, where the information pursuant
to Section 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
for publication to those media which may be presumed to distribute
the information throughout the European Union.
By order of the Managing BoardSiemens 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.
Siemens N Ord (LSE:SIE)
Historical Stock Chart
From Jun 2024 to Jul 2024
Siemens N Ord (LSE:SIE)
Historical Stock Chart
From Jul 2023 to Jul 2024