10.12.2009 15:22:00

Notice of Annual Shareholders’ Meeting of Siemens AG

Regulatory News:

SIEMENS

Siemens Aktiengesellschaft
Berlin and Munich

Notice of Annual Shareholders’ Meeting

of Siemens AG

Dear Shareholders:

NOTICE IS HEREBY GIVEN that you are cordially invited to attend the Annual Shareholders’ Meeting of Siemens Aktiengesellschaft (hereinafter "Siemens AG” or "the Company”) (SWX:SIN) to be held at the Olympiahalle of the Olympiapark, Coubertinplatz, 80809 Munich, Federal Republic of Germany, on Tuesday, January 26, 2010, at 10:00 a.m. (local time), for the following purposes:

Agenda (short version)

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 2009

2. To receive and consider the adopted Annual Financial Statements and the approved Consolidated Financial Statements of Siemens AG, together with Management’s Discussion and Analysis of Siemens AG and the consolidated group, including the Explanatory Report on the information required pursuant to § 289 (4) and § 315 (4) of the German Commercial Code (HGB) as of September 30, 2009

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

4. To ratify the acts of the Managing Board

5. To ratify the acts 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 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 equity derivatives in connection with the repurchase of Siemens shares pursuant to § 71 (1), no. 8 of the German Stock Corporation Act (AktG), and the exclusion of shareholders’ subscription and tender rights

10. 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 2010 and related amendments to the Articles of Association

11. To resolve on amendments to the Articles of Association to reflect the provisions of a new Act and to add flexibility to the voting process at the Annual Shareholders' Meeting

12. To resolve on the approval of settlement agreements with former board members

13. To resolve on the approval of a settlement agreement with D&O insurance carriers

Addendum to the Agenda (upon request of the "Verein von Belegschaftsaktionären in der Siemens AG e.V.") (short version)

Pursuant to § 122 (2) of the German Stock Corporation Act (AktG), the "Verein von Belegschaftsaktionären in der Siemens AG e.V." whose shares, together with the shares of shareholders who duly authorized it in this respect, make up a proportionate ownership of at least EUR 500,000 in the capital stock has demanded with regard to the above Agenda of the Annual Shareholders' Meeting of Siemens AG, Berlin and Munich, to be held on January 26, 2010 that the following items be placed on the Agenda for consideration at the Annual Shareholders' Meeting and that such items be disclosed.

Therefore, the Agenda is hereby supplemented by the following Agenda Items 14 and 15, with the former Agenda Items 1 through 13 being retained:

Upon request of the "Verein von Belegschaftsaktionären in der Siemens AG e.V.":
14. Resolution on new rules governing Supervisory Board compensation

Upon request of the "Verein von Belegschaftsaktionären in der Siemens AG e.V.":
15. Resolution on an amendment to § 2 of the Articles of Association of Siemens AG


Position of the Management of Siemens AG on the motions submitted by the "Verein von Belegschaftsaktionären in der Siemens AG e.V."

The Managing Board and the Supervisory Board recommend to vote against the motions on Items 14 and 15 of the Agenda.

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 whose shares are registered in their name in the Company's stock register and who have submitted timely notice to attend the Annual Shareholders' Meeting. The notification of attendance has to be received by the Company no later than Tuesday, January 19, 2010. At the time hereof, the Company's common stock amounts to 914,203,421 no par value shares entitled to participate and vote. Of these, 46,952,967 shares are held as treasury stock from which the Company can derive no rights.

Shareholders who are registered in the 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 2010
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 at
http://www.siemens.com/agm

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 sent to shareholders together with the Notice of Shareholders' Meeting. Instead of the 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 also provided on the attendance notification and proxy form sent to the shareholders and at the above Internet website.

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

Holders of American Depositary Shares (ADSs) may notify attendance, order admission tickets and appoint proxies through JPMorgan, Attention Ms. Victoria Ambriano, 500 Stanton Christiana Road, 3rd floor, OPS4, Mail Code DE3-5080 Newark, DE 19713, USA.

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 issued and 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 notice to attend 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 closing date of the notification period, since applications for registration in the Company's stock register received from January 20, 2010 through January 26, 2010 will be processed only with effect from January 27, 2010.

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 bank or a shareholders’ association. In this case, timely notification of attendance must be given by the duly authorized proxy or the shareholder of record. The proxy authorization must be provided in text form at the above address or via the Internet Service mentioned above. The same applies to evidence of proxy authorization vis-à-vis the Company and any revocation of the proxy authorization. Both grant and evidence of proxy authorization may be given by using the attendance notification and proxy form sent to you. The provisions of § 20 of the Articles of Association - according to which authorizations must be submitted in writing if the Company has not specified some means of electronic communication and the proxy is neither an underwriting bank nor an association of shareholders - does not apply because § 134 (3) of the German Stock Corporation Act (AktG) as amended by the German Act Implementing the Shareholders' Rights Directive (ARUG) requires only the text form instead of the written form. With regard to banks, shareholders’ associations and persons or legal entities treated as equivalent pursuant to § 135 (8) of the German Stock Corporation Act, which professionally offer shareholders their services in exercising voting rights at the Annual Shareholders' Meeting, the Articles of Association do not contain any content requirements. These entities may stipulate different requirements with regard to their own appointment as proxies.

As a special service offered by us, shareholders may also delegate their authority to vote their shares at the Annual Shareholders’ Meeting to employees of Siemens AG. The required authorization may be given at the above Internet website 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.

Further notes regarding the proxy voting procedure are also provided on the attendance notification and proxy forms sent out to shareholders and at the above Internet website.

After having 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 the Shareholder Meeting Internet Service, 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 Shareholder Meeting Internet Service.

Inquiries, proposals, election nominations and information requests

(Information on shareholders rights pursuant to § 122 (2), § 126 (1), § 127 and §131 (1) of the German Stock Corporation Act (AktG))

Requests to amend the Agenda pursuant to § 122 (2) of the German Stock Corporation Act

Shareholders jointly representing 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 disclosed. Each request must be submitted in writing and be accompanied by supporting information or a formal resolution proposal, to be received by the Company no later than midnight (CET) on December 26, 2009. Please use the following address to submit your requests:

Managing Board of Siemens AG
Wittelsbacherplatz 2
80333 Munich
Germany.

Unless made public at the time of the Notice of Shareholders' Meeting, requests for agenda amendments that are required to be disclosed are published immediately 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 disclosed on the Internet at http:/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

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. Counterproposals, election nominations and other inquiries by shareholders concerning the Annual Shareholders’ Meeting must be sent to the address below:

Siemens Aktiengesellschaft
Corporate Finance
Investor Relations (CF IR)
Wittelsbacherplatz 2
80333 Munich
Germany
(Telefax: +49 89 636 32830)

or e-mailed to:

hv2010@siemens.com

Counterproposals and election nominations by shareholders to be made available, including the shareholders' names and any supporting information to be made available, will be posted on the Internet at http://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 11, 2010, will be considered. Management’s discussion, if any, on the counterproposals and election nominations will also be available at the above Internet website.

Right to obtain information pursuant to § 131 (1) of the German Stock Corporation Act

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 enterprises, and the position of the Group and the Company´s consolidated subsidiaries, to the extent that it serves to help make an informed judgment about the agenda item under discussion.

Additional explanations

Additional explanations regarding shareholder rights pursuant to § 122 (2), § 126 (1), § 127 and § 131 (1) of the German Stock Corporation Act can be found on the Company's website at http://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 26, 2010 will be webcast live for shareholders over the Internet starting at 10:00 a.m. (CET) (go to http://www.siemens.com/agm). 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 sent to you. Instead of their PIN, shareholders registered for electronic delivery of shareholder materials must use the Access Password selected by them upon registration.

In addition, the speeches of the Supervisory Board Chairman and of the President and CEO may be followed by other interested parties live over the Internet and will be available as a replay after the Annual Shareholders' Meeting. No recording of the entire live transmission will be made.

The present Notice of Annual Shareholders' Meeting, together with the information and explanations required by law is also available on the Company's website at http://www.siemens.com/agm.

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.

The complete Notice of Shareholders' Meeting together with the Managing Board's Reports on Agenda Items 8 through 10, the Summary report of the Supervisory and Managing Board on Agenda Items 12 and 13 and the annexes to Agenda Items 12 and 13 has been published in the German Electronic Federal Gazette ("elektronischer Bundesanzeiger") of December 8, 2009 and will shortly be forwarded to shareholders registered in the Company's stock register. The complete text version is also available as a PDF file on the Internet at http://www.siemens.com/agm and may be obtained free of charge from the main payment center (Deutsche Bank AG, TSS / Global Equity Services, Post IPO Services, Junghofstraße 5-9, 60311 Frankfurt am Main, Germany).

By order of the Managing Board

Siemens Aktiengesellschaft

This version of the Notice of Shareholders’ Meeting, prepared for the convenience of English-speaking readers, is a translation of the German original. For the purposes of interpretation the German text shall be authoritative and final.

JETZT DEVISEN-CFDS MIT BIS ZU HEBEL 30 HANDELN
Handeln Sie Devisen-CFDs mit kleinen Spreads. Mit nur 100 € können Sie mit der Wirkung von 3.000 Euro Kapital handeln.
82% der Kleinanlegerkonten verlieren Geld beim CFD-Handel mit diesem Anbieter. Sie sollten überlegen, ob Sie es sich leisten können, das hohe Risiko einzugehen, Ihr Geld zu verlieren.

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