Siemens Aktiengesellschaft
Berlin and Munich

Berlin and Munich
December 2004

Notice of Annual Shareholders’ Meeting

To our shareholders:

NOTICE IS HEREBY GIVEN that the Annual Shareholders’ Meeting of Siemens Aktiengesellschaft (“Siemens AG” or “the Company”) will be held at the Olympiahalle of the Olympiapark, Coubertinplatz, 80809 Munich, Federal Republic of Germany, on Thursday, January 27, 2005, at 10:00 a.m., local time, for the following purposes:

Agenda

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4

5

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Reports to the Annual Shareholders’ Meeting

Report on Agenda Item 8

The authorization being sought at the Annual Shareholders’ Meeting 2005 is intended to again give Siemens AG the possibility to acquire Siemens shares. The acquisition may be effected as a purchase in the stock market or through a public share purchase offer.

The Company shall be enabled to use Siemens shares to service the 1999 Siemens Stock Option Plan and the 2001 Siemens Stock Option Plan. The proposed exclusion of shareholders’ preemptive rights takes account of this purpose. The key points of the 1999 and 2001 Siemens Stock Option Plans were approved at the Annual Shareholders’ Meetings held on February 18, 1999 and February 22, 2001, respectively. The approved key points of these stock option plans can be examined as an integral part of the notarized minutes of these meetings at the Commercial Registries in Berlin and Munich. They can also be inspected at the registered offices of Siemens AG, Wittelsbacherplatz 2, 80333 Munich, and Nonnendammallee 101, 13629 Berlin, and on the Internet at http://www.siemens.com/agm. Upon request, a copy will be sent to shareholders.

In addition, the Company shall be enabled to offer for purchase, or transfer in settlement of a previous commitment (stock awards), reacquired Siemens shares to current and former employees of the Company and any of its subsidiaries as well as to members of the Managing Board of Siemens AG.

Employee stock, stock options, stock awards, etc. are important tools to encourage staff loyalty and enhance executive retention. It is in the interests of the Company and its shareholders that a further basis is available for the issue and transfer of Siemens shares in addition to the authorized capital provided for this purpose in § 4 (6) of the Articles of Association (Authorized Capital 2001/II). The decision whether shares from the authorized capital or from the portfolio of Siemens shares held in treasury are offered or transferred to employees shall be made by the Company in the best interests of the shareholders on the basis of the then prevailing liquidity and market position.

The optional possibility of transferring Siemens shares in settlement of stock awards also to members of the Managing Board represents a novel compensation device that partly replaces cash compensation and stock options and endeavors to tie Managing Board members more closely to the Company’s economic performance. As in the case of the 2001 Siemens Stock Option Plan, there will be a blocking period against which the service period between grant date and transfer date is credited. The decision on the allocation shall be taken by the Supervisory Board. The German Corporate Governance Code (Section 4.2.3 (2), 1st sentence) provides for company stock with a multi-year blocking period to serve as a variable component of Managing Board compensation with long-term incentive effect and risk elements.

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In addition, the Company shall be able to use Siemens shares to service the conversion or option rights granted by Siemens AG or any of its subsidiaries in connection with the issuance of bonds, or to retire such stock without requiring an additional resolution by the Shareholders’ Meeting.

To facilitate the acquisition process in the event that the number of Siemens shares tendered or offered by shareholders exceeds the total volume of shares which the Company intended to reacquire, the shareholders’ right to tender may be excluded to the extent that acquisition or acceptance shall be in proportion to the Siemens shares tendered or offered. The preferential treatment of small lots of up to 150 shares tendered per shareholder also serves to facilitate the acquisition process.

Report on Agenda Item 9

Pursuant to § 17 of the Articles of Association of Siemens AG, part of the Supervisory Board’s remuneration consists of stock appreciation rights. The legal permissibility of issuing such stock appreciation rights was put into question by a decision of the German Federal Court of Justice on February 16, 2004. To account for this unclear legal situation, Managing Board and Supervisory Board of Siemens AG propose that certain adjustments be made to Supervisory Board remuneration.

In the future, the remuneration of Supervisory Board members shall comprise, apart from a fixed compensation of EUR 50,000, a variable short- and long-term component that will be based on earnings per share adjusted for significant extraordinary items.

The revised § 17 of the Articles of Association will not produce any significant change in the amount of Supervisory Board remuneration. Short-term compensation will increase, while the level of long-term compensation will decrease. After adjustment for the extraordinary gain on sales of shares of Infineon AG and an extraordinary writedown of goodwill, earnings per share for fiscal year 2004, at EUR 3.37, would result in Supervisory Board remuneration of EUR 85,550, compared with EUR 79,500 to be paid for fiscal year 2004. Under the new rule, the long-term compensation that is to be paid under certain conditions at the end of the five-year term of office amounts to EUR 50,000. On the other hand, the value of stock appreciation rights granted in the last three years averaged approximately EUR 12,000 p.a. on the date of grant.

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Notifications and shareholder information

Details on the nominees for election as presented in Agenda Item 7

Dr. jur., Dr.-Ing. E.h. Heinrich v. Pierer, Dipl.-Volkswirt,
President of the Managing Board and CEO of Siemens AG
until the close of the Annual Shareholders’ Meeting

Outside positions in domestic Supervisory Boards established under German law:

     Bayer AG, Leverkusen
     Hochtief AG, Essen
     Münchener Rückversicherungs-Gesellschaft, Munich
     Volkswagen AG, Wolfsburg

Company positions:

     Siemens Aktiengesellschaft Österreich, Austria

Professor Dr. Michael Mirow,
Dipl.-Wirtschaftsingenieur

No positions to be disclosed.

Notifications pursuant to § 128 (2), sentences 6 through 8,
German Stock Corporation Act (AktG)

One member of the Company’s Supervisory Board is also a member of the Board of Managing Directors of the following financial institution:

     Deutsche Bank AG

Members of the Managing Board of Siemens AG are also members of the Supervisory Boards of the following financial institutions:

     Dresdner Bank AG
     Merrill Lynch & Co., Inc.

The following financial institutions underwrote the Company’s last securities offering within the last five years:

     Bank of America
     Goldman Sachs

The Company has not received notification of equity in Siemens AG being held by a financial institution that must be disclosed pursuant to § 21 of the German Securities Trading Act (WpHG).

Attendance at the Shareholders’ Meeting

Notification of attendance

Pursuant to § 19 of the Articles of Association and as determined by the Managing Board, those shareholders who are registered in the stock register as shareholders of the Company and who have announced their intention to attend by no later than Friday, January 21, 2005 are entitled to participate in the Annual Shareholders’ Meeting and to exercise their voting rights.

Shareholders who are registered in the stock register may submit their notification of attendance in writing to Siemens AG at the following address:

     Siemens Hauptversammlung 2005
     81067 Munich Germany

or electronically via the Internet at

     http://www.siemens.com/agm

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Further details regarding the attendance notification process are provided in the instructions on the attendance notification forms or at the above Internet website.

A shareholder’s stock that is held of record by a bank (i.e. stock held in “street name”) cannot be voted by such bank unless it has the shareholder’s authority.

Holders of American Depositary Shares (ADSs) may notify attendance, order admission tickets and name proxies through JP Morgan Chase Bank, P.O. Box 43013, Providence, RI 02940-3013, USA.

Due to a significant increase in attendance notifications for our shareholders’ meetings in recent years, we regret we are forced to limit the number of admission tickets issued and sent to one ticket per shareholder. To facilitate the organization of the Annual Shareholders’ Meeting 2005 and without wishing to restrict the shareholders’ right to attend, shareholders are requested to notify their attendance as early as possible and only if they seriously intend to participate in the meeting.

Shareholders of record or their named proxies entitled to attend the Annual Shareholders’ Meeting 2005 will be issued admission tickets and voting cards.

Proxies

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, such as a bank or shareholders’ association. In this case, timely notification of attendance must be given by the duly authorized proxy or the shareholder. If neither a bank nor a shareholders’ association is named as proxy, authority to attend and vote by proxy must be submitted in writing or transferred electronically via the above Internet address.

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 authority may again be given at the above Internet address or by returning the forms mailed to each shareholder. Please note that the proxies may not accept instructions to vote on proposals of procedure prior the Annual Shareholders’ Meeting.

Further details on how to designate a proxy are provided in the instructions on the attendance notification forms or at the above Internet website.

Inquiries and proposals

Inquiries and proposals by shareholders concerning the Annual Shareholders’ Meeting should be sent only to:

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     Siemens AG
     Corporate Finance Treasury
     Investor Relations (CFT 3)
     Wittelsbacherplatz 2
     80333 Munich
     Germany
     (Fax: +49 89 636 32830)

or by e-mail to:

     hv2005@siemens.com

Shareholder proposals that are required to be disclosed will be posted on the Internet at http://www.siemens.com/agm immediately upon their receipt. All proposals relating to items on this Agenda that are received at the above-mentioned address by January 12, 2005, 24:00 h CET, will be considered. Management’s discussion, if any, on the proposals will also be available at the above Internet address.

The Notice of Annual Shareholders’ Meeting has been published in the German Federal Gazette (Bundesanzeiger) of December 1, 2004.

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.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.