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This edition of our Articles of Association,

prepared for the convenience of English-speaking

readers, is a translation of the German original.



Articles of Association of

Siemens Aktiengesellschaft



Updated as of November 2001

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                                      -2-

Part one


GENERAL PROVISIONS


Art. 1

Siemens Aktiengesellschaft (the "Company"), formed as a partnership under the
name Siemens & Halske in 1847, reorganized as a limited partnership in 1889 and
again as a stock corporation in 1897, has its registered offices in Berlin and
Munich.


Art. 2

1.  The object of the Company is:

    a)  to manufacture and distribute industrial products in the fields of
        electrical engineering, mechanical engineering, precision mechanics and
        all related sectors of engineering, as well as research and development
        in these fields,

    b)  to develop, plan, design and distribute systems and component parts for
        the generation, transmission and processing of information and energy,
        and to use them in processes of all kinds,

    c)  to manufacture and distribute goods which, as accessories or auxiliary
        material, are useful in connection with the products manufactured and
        distributed.

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.


Art. 3

Notices of the Company required by law or these Articles of Association shall be
published in the Official Gazette of the Federal Republic of Germany.
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Part two


CAPITAL STOCK; SHARES


Art. 4

1.  The capital stock amounts to EUR 2,664,690,735, divided into 888,230,245
    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 share capital is conditionally increased by up to nominal EUR 2,523,960.
    The conditional capital increase shall be effected exclusively through the
    issuance of up to 841,320 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 Managing Board, with the approval of the Supervisory Board, is
    authorized until February 1, 2003 to increase the capital stock by up to EUR
    90,000,000 nominal through the issuance of up to 30,000,000 shares of no par
    value registered in the names of the holders against contributions in kind.
    This authorization may be implemented in installments. The pre-emptive
    rights of existing shareholders shall be excluded. The Managing Board, with
    the approval of the Supervisory Board, is authorized to determine the
    further content of the rights embodied in the shares and the conditions of
    the share issue (Authorized Capital 1998).

6.  The Managing Board, with the approval of the Supervisory Board, is
    authorized until February 1, 2004 to increase the capital stock by up to EUR
    210,000,000 nominal through the issuance of up to 70,000,000 shares of no
    par value registered in the names of the holders against contributions in
    kind. This authorization may be implemented in installments. The pre-emptive
    rights of existing shareholders shall be excluded. The Managing Board, with
    the approval of the Supervisory Board, is authorized to determine the
    further content of the rights embodied in the shares and the conditions of
    the share issue (Authorized Capital 1999).

7.  The capital stock is conditionally increased by up to EUR 45,000,000
    nominal. The conditional capital increase shall be effected exclusively
    through the issuance of up to 15,000,000 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).
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8.  The Managing Board, with the approval of the Supervisory Board, is
    authorized until February 1, 2006 to increase the capital stock by up to EUR
    400,000,002 nominal through the issuance of up to 133,133,334 shares of no
    par value registered in the names of the holders against contributions in
    cash. This authorization may be implemented in installments. The shares
    shall be offered to underwriting banks under the condition that they are
    offered to existing shareholders for purchase. The Managing Board, with the
    approval of the Supervisory Board, is authorized to determine the further
    content of the rights embodied in the shares and the conditions of the share
    issue and to make use of any residual amounts after excluding the pre-
    emptive rights of existing shareholders thereon (Authorized Capital 2001/I).

9.  The Managing Board, with the approval of the Supervisory Board, is
    authorized until February 1, 2006 to increase the capital stock by up to EUR
    72,630,000 nominal through the issuance of up to 24,210,000 shares of no par
    value registered in the names of the holders against contributions in cash.
    This 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, with the approval of the Supervisory Board, is authorized to
    determine the further content of the rights embodied in the shares and the
    conditions of the share issue (Authorized Capital 2001/II).

10. 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 respectively, exercise their Stock options (Conditional Capital 2001).



Art. 5

In the event of liquidation, dissolution or winding up of the Company, all
corporate assets shall be distributed to all shareholders in proportion to the
ownership in the capital stock held by them.


Art. 6

By subscription to or by otherwise acquiring shares or interim certificates for
shares, the shareholder submits to the jurisdiction of the courts of the
Company's legal domicile in all disputes with the Company or its governing
bodies.
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Part three


CONSTITUTION AND ADMINISTRATION OF THE COMPANY


Art. 7

The governing bodies of the Company are:
    the Managing Board,
    the Supervisory Board,
    the Shareholders' Meeting.



MANAGING BOARD


Art. 8

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.


Art. 9

The Supervisory Board may appoint a Chairman of the Managing Board as well as a
Vice Chairman.


Art. 10

The members of the Managing Board shall be obligated to the Company to keep
within the limitations which the Shareholders' Meeting, these Articles of
Association, the Supervisory Board or the rules of procedure have determined
under the provisions of the law with regard to the managerial powers.

-------------------------
/1/ "Prokurist" is a holder of a special statutory authority, referred to as
    "Prokura", granted in accordance with Article 48 of the German Commercial
    Code.
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SUPERVISORY BOARD


Art. 11

1.  The Supervisory Board shall consist of twenty members, ten to be elected by
    the Shareholders' Meeting, and ten to be elected in accordance with 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.


Art. 12

1.  The Supervisory Board shall elect from among its members a Chairman and a
    Vice-Chairman in accordance with the German Codetermination Act and,
    additionally, a second Vice Chairman.

2.  In all cases in which a Vice Chairman takes the chair because the Chairman
    is prevented from doing so, the Vice 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 Vice-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 Vice Chairmen may be removed only for important cause.
    The continuing disability of the Chairman or a Vice Chairman shall be deemed
    to constitute an important cause. The removal of the Chairman or the Vice
    Chairman elected in accordance with the German Codetermination Act shall be
    subject to the same procedure as their election.
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                                      -7-


Art. 13

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 its rights and obligations to its Chairman,
    to individual 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 there is a tie vote in the committee, then the Chairman shall have two
    votes in case a second vote taken should again result in a tie.

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 Vice Chairman shall act for the Supervisory Board. Other
    documents and notices of the Supervisory Board shall be signed by the
    Chairman or a Vice Chairman.


Art. 14

Notice of meetings of the Supervisory Board shall be given at least two weeks in
advance by the Chairman or, in the event of his disability, by a Vice Chairman.
This period may be reduced in urgent cases if no member of the Supervisory Board
objects. Notice may be given in writing, by fax, by telex or by telephone. In
other respects the statutory provisions governing the calling of meetings of the
Supervisory Board shall apply, as well as the provisions of the rules of
procedure of the Supervisory Board.


Art. 15

1.  The Chairman or, in the event of his disability, a Vice Chairman, shall
    preside at the meetings of the Supervisory Board.

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. Resolutions on items of the agenda
    which were not included in the notice of the meeting may be considered only
    if no member of the Supervisory Board objects.

3.  Absent members of the Supervisory Board whose written votes are cast by
    another member of the Supervisory Board personally present shall be deemed
    to have participated in the resolution for purposes of Section 2,
    Sentence 1, above.
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4.  Meetings held and resolutions made by telephone and in writing, by fax or by
    telex or using some other means of telecommunication are permissible if the
    Chairman of the Supervisory Board decides accordingly in a particular case.

5.  Resolutions shall be adopted by simple majority of the votes cast unless
    otherwise required by law. In the event of a tie, the Chairman shall have
    two votes if a second vote taken should again result in a tie.


Art. 16

Minutes, signed by the Chairman of the meeting and the person taking the
minutes, shall be kept at all meetings of the Supervisory Board.


Art. 17

1.  Each member of the Supervisory Board shall receive, apart from the
    reimbursement of his/her expenses, a fixed remuneration of EUR 6,000 payable
    after the end of the fiscal year and, in addition, a variable remuneration
    of EUR 3,500 for each EUR 0.05 dividend per share, in excess of EUR 0.20 per
    share entitled to the full dividend, declared by the Shareholders' Meeting
    and distributed to the shareholders.

2.  The Chairman shall receive double, and each Vice Chairman and each other
    member of a Supervisor Board committee (other than statutory committees)
    shall receive one and a half times, these amounts.

3.  In addition, each member of the Supervisory Board shall receive 1,500 Value
    Creation Rights (VCRs) per year, which shall be granted and exercised under
    the same terms as those set forth under the then current Stock Option Plan
    of the Company as approved by the Shareholders' Meeting in the year in which
    such VCRs are issued. Holders of VCRs are not entitled to receive shares of
    stock, but shall be compensated in cash.

4.  The Company shall reimburse each member of the Supervisory Board for the
    sales tax to be paid on his/her remuneration.
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                                      -9-

SHAREHOLDERS' MEETING


Art. 18

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. 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.


Art. 19

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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                                      -10-

Art. 20

Votes may also be cast by proxy.

If the proxy is neither an underwriting bank nor an association of shareholders,
the authorization may be submitted in writing or by some means of electronic
communication to be specified in more detail by the Company. The details
relating to the issuance of such authorizations shall be published in the
bulletin of company announcements together with the notice convening the
Shareholders' Meeting.


Art. 21

1.  The Shareholders' Meeting shall be chaired by the Chairman of the
    Supervisory Board or, in the event of his disability, 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
    Sections 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 substitute members of the Supervisory Board (Art. 11
    Section 2, Sentence 3, of the 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.


Art. 22

1.  Minutes of the Shareholders' Meeting shall be kept 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.

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Art. 23

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 Art. 21, Section 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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Part four


ANNUAL FINANCIAL STATEMENTS, APPROPRIATION OF NET INCOME


Art. 24

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
    Management's discussion and analysis for the past fiscal year and submit
    them to the independent auditors. Immediately after receipt of the auditors'
    report, the Managing Board shall submit the annual financial statements,
    Management's discussion and analysis, and the auditors' report 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, Management's discussion and analysis, 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.


Art. 25

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 shall exclude such net income wholly or in part from distribution.

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 Article 60 (2) of the
    German Corporation Act.