Siemens 2011 Annual Report Download - page 313

153 D. Consolidated Financial Statements 273 E. Additional information
158 D. Consolidated Statements of Changes in Equity
160 D. Notes to Consolidated Financial Statements
266 D. Supervisory Board and Managing Board
154 D. Consolidated Statements of Income
155 D.2 Consolidated Statements of Comprehensive Income
156 D. Consolidated Statements of Financial Position
157 D. Consolidated Statements of Cash Flow

() Authorized Capital , granted in January , expired
in January . It granted the right to increase capital
stock by up to € million through issuing up to  million
shares for contributions in cash. As of September , ,
€. million representing . million shares were avail-
able for issuance. Pre-emptive rights of existing sharehold-
ers were excluded.
CONDITIONAL CAPITAL (NOT ISSUED)
Conditional Capital is provided for the purpose of a) serving
the issuance of bonds with conversion rights and (or) with
warrants, b) accommodating the exercise of stock option
plans and c) settling claims of former Siemens Nixdorf Infor-
mationssysteme AG (SNI AG) shareholders.
() Conditional Capital  to service the issuance of bonds
with conversion rights and / or with warrants or a combina-
tion thereof in an aggregate principal amount of up to €
billion, entitling the holders to subscribe to up to  mil-
lion shares of Siemens AG with no par value, representing
up to € million of capital stock. The authorization to is-
sue such bonds was granted in January  and will ex-
pire on January , .
() Conditional Capital to service the issuance of bonds with
conversion rights and / or with warrants in an aggregate
principal amount of up to € billion, entitling the holders
to subscribe to up to  million shares of Siemens AG
with no par value, representing up to € million of capi-
tal stock (Conditional Capital ). The authorization to
issue such bonds was granted on January ,  and will
expire on January , .
() Conditional Capital to service the  and  Siemens
Stock Option Plans amounts to € million, representing
. million shares of Siemens AG as of September , 
and . Of the € million Conditional capital, € mil-
lion, representing  million shares, is reserved to solely
service the  Siemens Stock Option Plan and € million,
representing . million shares, services both the  and
 Siemens Stock Option Plans. The last tranche of stock
options expired in November  and from that date on, no
further shares are to be issued, see
Note 34 Share-based
payment for further information on stock options.
() Conditional Capital provided to issue shares to settle claims
offered to former SNI AG shareholders who had not ten-
dered their SNI AG share certificates amounts to €. mil-
lion, representing  thousand shares as of September ,
 and . Such rights to claim Siemens shares expired
in  and no further shares are to be issued.
TREASURY STOCK
The Company is authorized by its shareholders to acquire
treasury stock of up to % of its capital stock existing at the
date of the shareholders’ resolution, which represents up to
,, Siemens shares or – if this value is lower – as of
the date on which the authorization is exercised. The authori-
zation became effective on March ,  and remains in force
through January , . The previous authorization, grant-
ed at the Shareholders’ Meeting on January , , termi-
nated as of the effective date of the new authorization. Ac-
cording to the resolutions, repurchased shares may be () sold
via a stock exchange or through a public sales offer made to
all shareholders; () retired; () offered for purchase to individ-
uals currently or formerly employed by the Company or any of
its subsidiaries or granted and transferred to such individuals
with a vesting period of at least two years; () offered and
transferred with the approval of the Supervisory Board to
third parties against contributions in kind, particularly in con-
nection with business combinations or the acquisition of
companies, businesses, parts of businesses or interests there-
in; () with the approval of the Supervisory Board sold to third
parties against payment in cash if the price at which such
Siemens shares are to be sold is not significantly lower than
the market price of the Siemens stock at the time of selling; or
() used to service convertible bonds or warrants granted by
the Company or any of its subsidiaries and, () regarding the
 resolution, used to meet the obligations under the 
Siemens Stock Option Plan. In addition, the Supervisory Board
is authorized to offer repurchased shares to members of the
Managing Board within the framework of Managing Board
compensation.
The current authorization to acquire Siemens shares is sup-
plemented by an authorization to repurchase up to five per-
cent of its capital stock existing at the date of the sharehold-
ers’ resolution by using equity derivatives or forward purchas-
es with a maximum maturity term of  months; the repur-
chase of treasury stock upon the exercise of such instruments
shall be no later than January , . The previous authori-
zation was supplemented by an authorization to repurchase
up to half of those shares by using equity derivatives, such as
put and call options and a combination of put and call op-
tions; the term of such options had to be chosen in a way that
any repurchase of the Company ’s own shares upon the exer-
cise of the option would take place no later than on the expi-
ration date of the supplemented authorization.