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Exhibit 1.1
 SIEMENS




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-2- 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 2,673,256,383, divided into 891,085,461 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.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 44,392,083 nominal. The conditional
capital increase shall be effected through the issuance of up to 14,797,361 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 Managing Board is authorized to increase, with the approval of the Supervisory Board, the
capital stock until February 1, 2006 by up to EUR 66,630,000 nominal through the issuance of
up to 22,210,000 shares of no par value registered in the names of the holders against
contributions in cash. The authorization may be implemented in installments. The
pre-emptive rights of existing shareholders shall be excluded. The new shares shall be issued
under the condition that they are offered exclusively to employees of the Company and its
subsidiaries, provided these subsidiaries are not listed companies themselves and do not have
their own employee share 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 conditions of the share issue (Authorized Capital 2001/II).7.
    
    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).




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-4- 
 8.
    
    The Managing Board is authorized to increase, with the approval of the Supervisory Board, the
capital stock until January 21, 2009 by up to EUR 600,000,000 nominal through the issuance of
up to 200,000,000 shares of no par value registered in the names of the holders against cash
contributions 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 2004).The Managing Board is authorized to exclude, with the approval of the Supervisory Board,
preemptive rights of shareholders in the event of capital increases against contributions in
kind.In the event of capital increases against cash contributions, shareholders are 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 is authorized to exclude, with the approval of the Supervisory Board, any
preemptive rights of shareholders in the event of capital increases against cash
contributions,
 
    
    in order to make use of any residual amounts after excluding preemptive rights of
shareholders thereon;
    
    in order to grant holders of bonds with warrants or convertible bonds issued by
Siemens AG or any of its subsidiaries  as antidilution protection  preemptive rights
to subscribe for new shares to the same extent as they would be entitled to after
exercising their option or conversion rights or after fulfilling conversion obligations;
    
    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 (against contributions in cash,
with preemptive rights of shareholders excluded) does not exceed 10% of the capital
stock at the time of using this authorization. This limit includes shares issued or
disposed of by direct or mutatis mutandis application of these provisions during the
term of this authorization until the time of using it. The limit also includes shares
that were issued or are to be issued to service bonds with conversion or option rights
granted in accordance with the above provisions at the time of using this authorization.
 9.
    
    The capital stock is conditionally increased by EUR 733,527,750. The conditional capital
increase shall be effected through the issuance of up to 244,509,250 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
convertible bonds or warrants attached to bonds issued by Siemens AG or any of its
subsidiaries until January 21, 2009, in accordance with the authorizations of the Managing
Board by the Annual Shareholders Meetings on January 23, 2003 and January 22, 2004, exercise
their conversion or option rights and no other forms of fulfillment are used to service these
rights (Conditional Capital 2004).




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-5-




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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 his 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/her 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/her 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.
    
    In all cases in which a Deputy Chairman takes the chair because the Chairman is prevented
from doing so, the Deputy Chairman shall have the same rights as 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/her 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 continuing
disability of the Chairman or a Deputy Chairman 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.




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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 binding declarations must be made or received in order to carry out resolutions of the
Supervisory Board, the Chairman or, in the event of his disability, 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 of the Supervisory Board
or  if he or she is unable to do so  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 and resolutions may be conducted in writing and by telephone, by fax or by other
means of telecommunication if the Chairman of the Supervisory Board so decides in an
individual instance.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.
    
    The members of the Supervisory Board shall receive
 (a)
    
    A fixed compensation of EUR 50,000 p.a.;(b)
    
    An annual compensation based on the short-term success of the Company in the
amount of EUR 150 per EUR 0.01 of earnings per share as disclosed in the consolidated
financial statements exceeding 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, 2005;(c)
    
    A long-term compensation payable after expiration of the then applicable
five-year term of the Supervisory Board in the amount of EUR 50,000. The long-term
compensation shall only be paid if earnings per share at the end of the term of office
have increased by more than 50% compared to the beginning of the term of office.
 Earnings per share on which the Supervisory Boards remuneration is based are to be adjusted
for significant extraordinary results.Members of the Supervisory Board who have served on the Supervisory Board or a committee for
only part of the fiscal year or term of office shall receive a pro rata compensation for
every month of service started.2.
    
    The Chairman of the Supervisory Board shall receive double, and each Deputy Chairman shall
receive one and one half times the amounts to be paid pursuant to Subsections 1(a) and 1(b).
Furthermore, each member of the committees and additionally the chairmen of said committees
shall receive a further one-half of the amounts to be paid pursuant to Subsections 1(a) and
1(b). The Chairmans Committee, the Mediation Committee, and the Investment Committee are not
included in this calculation.3.
    
    The remuneration pursuant to Subsections 1(a) and 1(b) shall be payable after the close of
the annual shareholders meeting ratifying the acts of the Supervisory Board for the fiscal
year ended before the meeting. The Company shall reimburse the members of the Supervisory
Board for expenses incurred and for sales taxes to be paid on their remuneration.4.
    
    The members of the Supervisory Board shall be indemnified by the Company against third party
claims to the extent permissible by law. For this purpose, the Company provides a group
insurance policy for board members and employees of Siemens AG and its subsidiaries which covers personal liability for financial loss associated with
supervisory or management functions.




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-10- 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.
    
    Notice of Shareholders Meeting shall be given at least one month prior to the day by which
the shareholders must give notification of attendance unless shorter notice is permitted by
law. The day on which notice of the meeting is given and the last day on which shareholders
must give notification of attendance shall not be included.
  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
given notification of attendance shall be entitled to attend the Shareholders Meeting.3.
    
    The notification of attendance shall be submitted to the Managing Board at the Companys
registered offices either in writing or by some means of electronic communication to be
specified in more detail by the Company and must be received at least six full days before the
date of the Shareholders Meeting. The Managing Board may reduce this period in the notice to
attend the Shareholders Meeting. 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.




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-11- 
     1.
    
    The Shareholders Meeting shall be chaired by the Chairman of the Supervisory Board or
 if he or she is unable to do so  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 may set a time limit on speeches or order the end of the debate on
individual items of the agenda, to the extent necessary for the orderly progress 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.7.
    
    Except for election of a replacement for a member of the Supervisory Board (§ 11 Subsection
2, Sentence 3, of these Articles of Association) a plurality of the votes shall determine the
result of any election. In the event of a tie, a lot to be drawn by the chairman of the
meeting shall decide.
  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.




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-12- 
 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.
    
    Except as otherwise provided by § 21, Subsection 7, of these Articles of Association with
respect to elections, resolutions of the Shareholders Meeting shall require a simple majority
vote, unless a greater majority is required 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.