TIDMSIE
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 EUR500,000 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.
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