Exhibit 1.1




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Part one
 GENERAL PROVISIONS
    1.
    
    The object of the Company is:
 a)
    
    to manufacture, distribute and supply industrial products in the fields of
electrical engineering and electronics, mechanical engineering, precision mechanics as
well as related sectors of engineering, including research and development in these
fields,b)
    
    to develop, plan, distribute, supply, assemble and commission trade-specific and
customer-specific systems, solutions and facilities in the fields of electrical
engineering and electronics, mechanical engineering, precision mechanics as well as
related sectors of engineering,c)
    
    to render industrial and other business-related services.
 2.
    
    The Company may engage in business of any kind and take any and all measures related to, or
which are directly or indirectly useful in promoting, the objects of the Company. The Company
may operate both domestic and foreign factories; establish branch offices; found, acquire,
consolidate with, or participate in other companies; conclude or participate in other
management contracts; and enter into joint ventures.




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- 3 - Part two
 CAPITAL STOCK; SHARES
  1.
    
    The capital stock amounts to EUR 2,742,610,263, divided into 914,203,421 shares of no par
value.
 2.
    
    The shares of stock shall be registered in the names of the holders. For purposes of
recording the shares in the Companys stock register, shareholders are required to submit to
the Company the number of shares held by them and e-mail address if they have one and, in the
case of individuals, their name, address and date of birth, or in the case of legal entities,
their company name, business address and registered offices. The Company shall be entitled to
submit to registered shareholders, with their approval, information by way of remote data
transmission.
 3.
    
    The right of shareholders to have their ownership interests evidenced by document shall be
excluded, unless such evidence is required under the regulations of a stock exchange on which
the shares are listed. Collective share certificates may be issued.
 4.
    
    The capital stock is conditionally increased by up to EUR 566,229 nominal. The conditional
capital increase shall be effected exclusively through the issuance of up to 188,743 new shares of stock registered in the names of the holders with entitlement to dividends as of the
beginning of the fiscal year in which they are issued, and only to the extent to which former
shareholders of Siemens Nixdorf Informationssysteme AG take advantage of the settlement
offered to them following the integration of Siemens Nixdorf Informationssysteme AG into
Siemens AG.
 5.
    
    The capital stock is conditionally increased by up to EUR 9,950,583 nominal. The conditional
capital increase shall be effected through the issuance of up to 3,316,861 new shares of stock
registered in the names of the holders with entitlement to dividends as of the beginning of
the fiscal year in which they are issued, and only to the extent to which holders of stock
options granted under the 1999 Siemens Stock Option Plan or the 2001 Siemens Stock Option
Plan, in accordance with the authorization dated February 18, 1999 or February 22, 2001
respectively, exercise their Stock options (Conditional Capital 1999).
 6.
    
    The capital stock is conditionally increased by up to EUR 147,000,000 nominal. The
conditional capital increase shall be effected exclusively through the issuance of up to
49,000,000 new shares of no par value registered in the names of the holders with entitlement
to dividends as of the beginning of the fiscal year in which they are issued, and only to the
extent to which holders of stock options granted under the 2001 Siemens Stock Option Plan, in
accordance with the authorization dated February 22, 2001, exercise their Stock options
(Conditional Capital 2001).
 7.
    
    The Managing Board is authorized to increase, with the approval of the Supervisory Board, the
capital stock until January 26, 2014 by up to EUR 520,800,000 nominal through the issuance of
up to 173,600,000 shares of no par value registered in the names of the holders against
contributions in cash and/or contributions in kind. The authorization may be implemented in
installments. The Managing Board is authorized to determine, with the approval of the
Supervisory Board, the further content of the rights embodied in the shares and the conditions
of the share issue (Authorized Capital 2009).




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- 4 - The Managing Board is authorized to exclude, with the approval of the Supervisory Board,
shareholders preemptive rights in the event of capital increases against contributions in
kind.In the event of capital increases against contributions in cash, shareholders shall be
entitled to preemptive rights to subscribe for the new shares. The shares shall be
underwritten by banks with the obligation that they must be offered to shareholders for
purchase. However, the Managing Board shall be authorized to exclude, with the approval of
the Supervisory Board, any shareholders preemptive rights in the event of capital increases
against contributions in cash
 -
    
    in order to make use of any fractional amounts after excluding shareholders
preemptive rights thereon;-
    
    in order to grant holders of conversion or option rights issued by Siemens AG or
any of its subsidiaries, as protection against the effects of dilution, preemptive
rights to subscribe for new Siemens shares to the extent they would be entitled to upon
exercising their conversion or option rights;-
    
    if the issue price of the new shares is not significantly lower than their stock
market price and the total of the shares issued in accordance with the provisions of §
186 (3), 4th sentence of the German Stock Corporation Act (AktG) (against
contributions in cash, with shareholders preemptive rights excluded) does not exceed
10% of the capital stock existing at the time of the implementation of the
authorization. This limit includes shares issued or disposed of by direct or mutatis
mutandis application of these provisions during the term of the authorization until the
time of its implementation. The limit also includes shares that were issued or are to be
issued to service conversion or option rights granted in accordance with the above
provision at the time of the implementation of the authorization.
 The total number of shares that may be issued on the basis of this authorization under
exclusion of shareholders preemptive rights shall include any new shares of stock issued
from the conditional or authorized capital, under exclusion of shareholders preemptive
rights, during the term of this authorization until the Managing Boards decision on their
utilization. Also included shall be any new shares from the conditional or authorized capital
that were or can be issued during the term of this authorization to service conversion or
option rights granted at that time under exclusion of shareholders preemptive rights.
 8.
    
    The capital stock is conditionally increased by EUR 600,000,000. The conditional capital
increase is to be effected through the issuance of up to 200,000,000 no-par value shares
registered in the names of the holders with entitlement to dividends as of the beginning of
the fiscal year in which they are issued and only to the extent to which holders of
convertible bonds or warrants attached to bonds issued by Siemens AG or any of its
subsidiaries until January 26, 2014, in accordance with the Managing Boards authorization by
the Annual Shareholders Meeting on January 27, 2009, exercise their conversion or option
rights and no other forms of fulfillment are used to service these rights (Conditional Capital
2009). The new shares of stock shall be issued at the conversion or exercise prices determined
in each case in accordance with the above-mentioned authorization. The Managing Board shall be
authorized to determine the further details of the implementation of the conditional capital
increase.




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- 5 - 9.
    
    The Managing Board is authorized to increase, with the approval of the Supervisory Board, the
capital stock until January 25, 2011 by up to EUR 71,130,000 nominal through the issuance of
up to 23,710,000 shares of no par value registered in the names of the holders against
contributions in cash. The authorization may be implemented in installments. Preemptive rights
of existing shareholders are excluded. The new shares shall be issued under the condition that
they are offered exclusively to employees of Siemens AG and its subsidiaries, provided these subsidiaries are not listed
companies themselves and do not have their own employee stock schemes. The Managing Board is
authorized to determine, with the approval of the Supervisory Board, the further content of
the rights embodied in the shares and the terms and conditions of the share issue (Authorized
Capital 2006).




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- 6 - Part three
 CONSTITUTION AND ADMINISTRATION OF THE COMPANY
   
 MANAGING BOARD
  1.
    
    The Managing Board shall consist of more than one member. The Supervisory Board shall
determine the number of members of the Managing Board.
 2.
    
    The Supervisory Board shall be empowered to appoint the members of the Managing Board, to
enter into contracts for their employment, and to revoke their appointment. It shall also
determine the assignment of functions to the various members of the Managing Board.
 3.
    
    The Company shall be legally represented by two members of the Managing Board, or by one
member of the Managing Board jointly with a Prokurist.1 Otherwise the Company shall
be represented by Prokurists or other duly authorized signatories to the extent authorized by
the Managing Board.
     
 1
    
    Prokurist is a holder of a special statutory
authority, referred to as Prokura, granted in accordance with § 48 of
the German Commercial Code.




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- 7 - SUPERVISORY BOARD
  1.
    
    The Supervisory Board shall have twenty members, ten elected by the Shareholders Meeting,
and ten elected in accordance with the provisions of the German Codetermination Act.
 2.
    
    Unless otherwise specified at the time of their election, the term of office of the members
of the Supervisory Board shall expire at the close of that Shareholders Meeting which is
called upon to ratify the acts of the Supervisory Board for the fourth fiscal year after the
beginning of their term of office. In this calculation there shall be excluded the fiscal year
during which such term of office begins. The election of a replacement for a member retiring
before the expiration of his2 term of office shall take effect for the remainder of
the term of office of such retiring member; the same applies in the event an election is
contested and must be held again.
 3.
    
    Substitute members may be elected for some or all of the shareholders members of the
Supervisory Board, who shall replace, in an order determined at the time of their election,
shareholders members of the Supervisory Board who have retired early or whose election has
been successfully contested. If a substitute member replaces a retired member, his office
shall expire at the end of the Shareholders Meeting at which a replacement is elected in
accordance with Subsection 2 above, or at the latest when the term of office of the retired
member would have expired. The election of substitute members for the employees members of
the Supervisory Board shall be governed by the German Codetermination Act.
 4.
    
    Any member of the Supervisory Board may resign his office after giving notice. Such notice
must be given one month in advance.
  1.
    
    The Supervisory Board shall elect from among its members a Chairman and a First Deputy
Chairman in accordance with the provisions of the German Codetermination Act and,
additionally, a Second Deputy Chairman.
 2.
    
    A Deputy Chairman performing the duties of the Chairman in case of the Chairmans inability
to act shall be vested with all the powers of the Chairman, except for the second vote
accorded to the Chairman pursuant to the German Codetermination Act.
 3.
    
    In the event the Chairman or a Deputy Chairman retires from office during his term of office,
a new election for such office shall take place without delay.
 4.
    
    The Chairman and the Deputy Chairmen may be removed only for important cause. The permanent
inability of the Chairman or a Deputy Chairman to discharge the duties of office shall be
deemed to constitute an important cause. The removal of the Chairman or the Deputy Chairman
elected in accordance with the provisions of the German Codetermination Act shall be subject
to the same procedure as their election.
 
 2
    
    Where the context admits, references in the masculine
gender shall equally include the feminine gender.




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- 8 -  1.
    
    The Supervisory Board shall have all rights and obligations assigned to it by law and by
these Articles of Association.
 2.
    
    The Supervisory Board may adopt purely formal amendments to these Articles of Association.
 3.
    
    The Managing Board shall report regularly to the Supervisory Board as prescribed by law. In
addition, the Supervisory Board may at any time request a report on the Companys affairs, on
its legal and business relations with subsidiary companies and on such business transaction
associated with these subsidiaries that may have a significant impact on the Companys
situation.
 4.
    
    The Supervisory Board may require that certain kinds of action taken by the Managing Board
shall be subjected to its approval.
 5.
    
    To the extent permitted by law or by these Articles of Association, the Supervisory Board may
delegate any of its rights and duties to its Chairman, to one of its members, or to committees
appointed from among its members. If the Chairman of the Supervisory Board is a member of any
such committee and if such committee is unable to reach a decision in two separate rounds of
voting, then the Chairman of the Supervisory Board shall have the deciding vote.
 6.
    
    The Supervisory Board shall determine its own rules of procedure.
 7.
    
    If declarations must be made or received in order to carry out resolutions of the Supervisory
Board, the Chairman or, in the Chairmans inability to act, a Deputy Chairman shall act on
behalf of the Supervisory Board. a Deputy Chairman shall act for the Supervisory Board. Other
documents and notices of the Supervisory Board shall be signed by the Chairman or a Deputy
Chairman.
    1.
    
    Meetings of the Supervisory Board shall be chaired by the Chairman or, in the Chairmans
inability to act, by a Deputy Chairman.
 2.
    
    To constitute a quorum for any resolution it shall be necessary that at least half of the
number of members of the Supervisory Board prescribed by law shall participate in the
resolution. Decisions on matters not included on the original meeting agenda may be made only
if no members of the Supervisory Board object.
 3.
    
    Supervisory Board members who are unable to attend a meeting of the Supervisory Board may
authorize other members who will be present at the meeting to submit absentee ballots on their
behalf. Members voting by absentee ballot shall be counted as participating for purposes of a
quorum (see Subsection 2, Sentence 1, above).




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- 9 - 4.
    
    Meetings conducted and resolutions adopted in writing, by telephone, telefax or any other
customary means of communication (e.g. by e-mail) or the participation of individual
Supervisory Board members in meetings or resolutions using customary means of communication
shall be permitted, if the Chairman of the Supervisory Board so decides on a case-by-case
basis and if preceded by reasonable notice.
 5.
    
    To be adopted, resolutions shall require a majority of all votes cast, unless otherwise
stipulated by law. The Chairman of the Supervisory Board shall have the deciding vote when the
Supervisory Board is unable to reach a decision in two separate rounds of voting.
    1.
    
    Each member of the Supervisory Board shall receive:
 (a)
    
    A fixed annual compensation of EUR 50,000;(b)
    
    An annual compensation based on the short-term performance of the Company in the
amount of EUR 150 for each EUR 0.01 by which earnings per share as disclosed in the
consolidated financial statements for the fiscal year just ended exceed a minimum amount
of EUR 1.00. The minimum amount shall be increased annually by 10%, beginning with the
fiscal year starting on October 1, 2009. The performance measure is based on basic
earnings per share from continuing operations as reported in the consolidated financial
statements prepared in accordance with the accounting principles to be applied in each
case.(c)
    
    An annual compensation based on the long-term performance of the Company in the
amount of EUR 250 for each EUR 0.01 by which the average earnings per share as disclosed
in the consolidated financial statements for the three previous fiscal years exceed the
amount of EUR 2.00. The minimum amount shall be increased annually by 10%, beginning
with the fiscal year starting on October 1, 2009. The performance measure is based on
basic earnings per share from continuing operations as reported in the consolidated
financial statements prepared in accordance with the accounting principles to be applied
in each case.
 2.
    
    The Chairman of the Supervisory Board shall receive triple, and each Deputy Chairman one and
one-half times the amount to be paid pursuant to subsection 1 above. In addition, each member
of the Audit Committee and the Chairmans Committee, with the exception of the committee
chairmen, shall receive additional remuneration at the rate of one-half of the full amount to
be paid pursuant to subsection 1, while each of the chairmen of these committees shall be
additionally remunerated at the rate of the full amount to be paid pursuant to subsection 1.
Further, each member of the Compliance Committee and the Finance and Investment Committee
shall receive additional remuneration at the rate of one-fourth of the full amount to be paid
pursuant to subsection 1, while the chairmen of these committees shall be additionally
remunerated at the rate of one-half of the full amount to be paid pursuant to subsection 1.
The total remuneration of the Chairman of the Supervisory Board shall not exceed four times
the full amount to be paid pursuant to subsection 1.




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- 10 - 3.
    
    Changes on the Supervisory Board and/or its committees are taken into account with respect to
remuneration in proportion to the term of office, with parts of months being rounded up to
full months. If a Supervisory Board member fails to attend a meeting of the Supervisory Board,
one-third of the overall remuneration pursuant to subsections 1 and 2 above shall be reduced
by a percentage equal to the percentage of meetings the Supervisory Board member has not
attended with regard to the total number of meetings held in the fiscal year.
 4.
    
    In addition, an attendance fee of EUR 1,000 shall be paid to each member of the Supervisory
Board for each meeting of the Supervisory Board and its committees he or she attends.
 5.
    
    The remuneration shall be payable after the close of the Annual Shareholders Meeting at
which the consolidated financial statements referred to in subsections 1 (b) and 1 (c) above
are submitted or which resolves on the approval thereof. The Company shall reimburse the
members of the Supervisory Board for expenses incurred and for sales taxes to be paid on their
remuneration.
 6.
    
    In the Companys interests, the Supervisory Board members shall be included in an insurance
policy for board members and certain employees of Siemens AG and its subsidiaries maintained
by the Company that, where existing, will provide reasonable coverage for personal liability
for financial loss associated with supervisory or management functions. The premiums for this
insurance policy shall be paid by the Company.
 SHAREHOLDERS MEETING
  1.
    
    An Annual Shareholders Meeting shall be held within the first eight months of each fiscal
year.
 2.
    
    The Shareholders Meeting shall be called by the Managing Board or the Supervisory Board.
 3.
    
    Shareholders whose combined shares amount to at least one twentieth of the capital stock may
demand in writing the call of a Shareholders Meeting, stating the purpose and reasons for it.
In the same way, shareholders whose combined shares represent a proportionate ownership of at
least EUR 500,000 in the capital stock may demand that items be placed on the agenda for
consideration at a Shareholders Meeting.
 4.
    
    A notice of Shareholders Meeting shall be given at least within the period prescribed by
law.
  1.
    
    Every share of stock shall have one vote.
 2.
    
    All shareholders of record who are registered in the Companys stock register and have duly
submitted notification of attendance shall be entitled to attend the Shareholders Meeting and
exercise their voting rights.




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- 11 - 3.
    
    The notification of attendance shall be made in text form in the German or English language
to the address designated for this purpose in the notice of Shareholders
Meeting. Between the date of notification receipt and the date of the Shareholders Meeting
must be at least six free days. Details of the notification of attendance shall be published
in the bulletins of company announcements together with the notice convening the
Shareholders Meeting.
 4.
    
    Shareholders of record or their proxies entitled to attend the Shareholders Meeting shall be
issued with admission tickets and voting cards.
     1.
    
    The Shareholders Meeting shall be chaired by the Chairman of the Supervisory Board or, in
the Chairmans inability to act, by a member of the Supervisory Board designated by the
Chairman. If neither the Chairman nor another member of the Supervisory Board designated by
him is present, then the chairman of the meeting shall be elected by the present shareholders
members of the Supervisory Board.
 2.
    
    The chairman of the meeting shall direct the procedure of the Shareholders Meeting. He may,
particularly in exercising rules of order, make use of assistants. He shall determine the
sequence of speakers and the consideration of the items on the agenda; he may also, to the
extent permitted by law, decide on the bundling of factually related resolution proposals into
a single voting item, establish, at the beginning of or at any time during the Shareholders
Meeting, a reasonable limit on the time allowed to speak or ask questions, or on the combined
time to speak and ask questions, either for the entire duration of the Shareholders Meeting
or individual items on the agenda or individual speakers and order the end of the debate to
the extent necessary for the proper conduct of the Shareholders Meeting.
 3.
    
    The chairman of the meeting shall decide the order of the agenda and the sequence of voting.
In case of the use of ballots or other such voting means he may decide that several items
shall be put to the vote simultaneously.
 4.
    
    Shareholders not wishing to participate in a vote must, prior to the beginning of the voting,
so notify the chairman of the meeting in the form prescribed by him. In calculating the voting
results, only the negative votes and the abstentions shall be counted. Votes of shareholders
present in person or by proxy who have neither announced their nonparticipation in the vote,
nor cast a negative vote, nor abstained from voting, shall be counted as affirmative votes.
 5.
    
    The chairman of the meeting may alter the voting procedure set forth in Subsections 3 and 4
above and may also prescribe a different procedure, such as a voice vote or a show of hands.
 6.
    
    Provided this is announced in the notice to attend the Shareholders Meeting, the chairman of
the meeting may also permit attendance of the Shareholders Meeting, transmission thereof and
participation in the voting by electronic means, where permitted by law.




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- 12 -  1.
    
    Minutes of the Shareholders Meeting shall be taken by a German Notary.
 2.
    
    The minutes shall be conclusive for the shareholders among themselves and in relation to
their proxies.
 3.
    
    The proxy statements need not be appended to the minutes.
  1.
    
    The Shareholders Meeting shall resolve with binding force for all shareholders all matters
referred to it by law.
 2.
    
    Adoption of resolutions by the Annual Shareholders Meeting shall require the affirmative
vote of a majority of the votes cast (simple majority) unless a higher majority is expressly
prescribed by law.




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- 13 - Part four
 ANNUAL FINANCIAL STATEMENTS, APPROPRIATION OF PROFITS
  1.
    
    The fiscal year shall run from October 1st to September 30th of the following year.
 2.
    
    The Managing Board shall prepare the annual financial statements and the management report as
well as the consolidated financial statements and the group management report for the past
fiscal year and submit them to the auditors. Immediately after they have been prepared the
Managing Board must submit said documents to the Supervisory Board together with the proposal
for the appropriation of net income available for distribution which the Managing Board wishes
to recommend to the Shareholders Meeting.
 3.
    
    The annual financial statements and management reports for the Company and the group, the
report of the Supervisory Board and the proposal of the Managing Board for the appropriation
of net income available for distribution shall be made available at the offices of the Company
for inspection by shareholders from the date on which notice of the Shareholders Meeting is
given.
 4.
    
    Each year the Shareholders Meeting, after having received the report to be prepared by the
Supervisory Board, shall during the first eight months of the fiscal year determine on the
appropriation of net income available for distribution, the discharge from responsibility of
the Managing Board and the Supervisory Board, the appointment of the independent auditors and,
in those cases provided for by law, the approval of the annual financial statements.
  1.
    
    The annual net income available for distribution shall be employed for the equal distribution
of a dividend to the shareholders in proportion to the ownership in the capital stock held by
them, unless the Shareholders Meeting excludes such net income wholly or in part from
distribution. The Shareholders Meeting can declare a non-cash dividend instead of or in
addition to a cash dividend.
 2.
    
    In the event of an increase in the capital stock, the participation in such net income by the
new shares need not conform with § 60.2 of the German Stock Corporation Act.