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As filed with the U.S. Securities and Exchange Commission on March 18, 2005

Registration No. 333-



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts


SIEMENS AKTIENGESELLSCHAFT
(Exact name of issuer of deposited securities as specified in its charter)
n/a
(Translation of issuer's name into English)

Federal Republic of Germany
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)


Siemens Corporation
153 East 53rd Street
New York, New York 10022-4611
Tel.: (212) 258-4488
(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
United States of America
Tel.:(212) 319-7600
  General Counsel
Siemens Aktiengesellschaft
Wittelsbacherplatz 2
D-80333 Munich
Federal Republic of Germany
Tel.: (49) 89 63633370

It is proposed that this filing become effective under Rule 466

If a separate registration statement has been filed to register the deposited shares, check the following box.      o

CALCULATION OF REGISTRATION FEE


Title of each class of
Securities to be registered

  Amount to
be registered

  Proposed maximum
aggregate price
per unit(1)

  Proposed maximum
aggregate offering
price(2)

  Amount of
registration fee


American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of Siemens AG   125,000,000   $0.05   $6,250,000   $735.63

(1)
Each unit represents one American Depositary Share.

(2)
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of such Receipts evidencing such American Depositary Shares.





PART I
INFORMATION REQUIRED IN PROSPECTUS

        The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") filed as Exhibit (a)(2) to this Registration Statement, which is incorporated herein by reference.


CROSS REFERENCE SHEET

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Item Number and Caption

  Location in Form of ADR Filed Herewith as Prospectus

1.   Name of depositary and address of its principal executive office   Face, introductory paragraph and final sentence on face.

2.

 

Title of ADR and identity of deposited securities

 

Face, top center and introductory paragraph

 

 

Terms of Deposit

 

 

 

 

(i)

 

The amount of deposited securities represented by one unit of ADRs

 

Face, upper right corner and introductory paragraph

 

 

(ii)

 

The procedure for voting, if any, the deposited securities

 

Reverse, paragraph (13)

 

 

(iii)

 

The collection and distribution of dividends

 

Face, paragraphs (4), (7) and (9); Reverse, paragraph (11)

 

 

(iv)

 

The transmission of notices, reports and proxy soliciting material

 

Face, paragraphs (4) and (9) Reverse, paragraph (13)

 

 

(v)

 

The sale or exercise of rights

 

Face, paragraphs (4) and (9); Reverse, paragraph (11)

 

 

(vi)

 

The deposit or sale of securities resulting from dividends, splits or plans of reorganization

 

Face, paragraphs (4) and (7); Reverse, paragraphs (11) and (14)

 

 

(vii)

 

Amendment, extension or termination of the deposit agreement

 

Reverse, paragraphs (16) and (17) (no provision for extension)

 

 

(viii)

 

Rights of holders of ADRs to inspect the transfer books of the Depositary and the lists of holders of ADRs

 

Face, paragraph (2)

 

 

(ix)

 

Restrictions upon the right to deposit or withdraw the underlying securities

 

Face, paragraphs (1), (2), (4) and (7)

 

 

(x)

 

Limitation upon the liability of the Depositary and/or the Company

 

Reverse, paragraph (15)

3.

 

Description of all fees and charges which may be imposed directly or indirectly against the holders of ADRs

 

Face, paragraph (9)


Item 2. AVAILABLE INFORMATION

Item Number and Caption

  Location in Form of ADR Filed Herewith as Prospectus

2(b)   Statement that Siemens AG is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Securities and Exchange Commission   Face, paragraph (10)


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.    EXHIBITS

    (a)(1)   Form of Deposit Agreement. Deposit Agreement among Siemens AG, JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as an Exhibit to Registration Statement No. 333-13208 and is incorporated herein by reference.

 

 

(a)(2)

 

Form of ADR. Filed herewith as Exhibit (a)(2)

 

 

(b)

 

Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.

 

 

(c)

 

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

 

 

(d)

 

Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).

 

 

(e)

 

Certification under Rule 466. Filed herewith as Exhibit (e).


Item 4.    UNDERTAKINGS

    (a)   The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

 

(b)

 

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.


SIGNATURE

        Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on March 17, 2005.


 

 

By:

JPMORGAN CHASE BANK, N.A., as Depositary

 

 

By:

/s/  
JOSEPH M. LEINHAUSER      
    Name: Joseph M. Leinhauser
    Title: Vice President


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Siemens AG certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on March 17, 2005.

    SIEMENS AG

     
    By: /s/  DR. KLAUS KLEINFELD      
    Name: Dr. Klaus Kleinfeld
    Title: President, Chief Executive Officer and
Chairman of the Managing Board

 

 

By:

/s/  
HEINZ-JOACHIM NEUBÜRGER      
    Name: Heinz-Joachim Neubürger
    Title: Chief Financial Officer and Member of the Corporate Executive Committee of the Managing Board

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated as of March 17, 2005.

Name

  Title

   
/s/  DR. KLAUS KLEINFELD      
Dr. Klaus Kleinfeld
  President, Chief Executive Officer and Chairman of the Managing Board

/s/  
HEINZ-JOACHIM NEUBÜRGER      
Heinz-Joachim Neubürger

 

Chief Financial Officer and Member of the Corporate Executive Committee of the Managing Board

/s/  
JOHANNES FELDMAYER      
Johannes Feldmayer

 

Member of the Corporate Executive Committee of the Managing Board

/s/  
THOMAS GANSWINDT      
Thomas Ganswindt

 

Member of the Corporate Executive Committee of the Managing Board

/s/  
PROF. DR. EDWARD G. KRUBASIK      
Prof. Dr. Edward G. Krubasik

 

Member of the Corporate Executive Committee of the Managing Board
     


/s/  
RUDI LAMPRECHT      
Rudi Lamprecht

 

Member of the Corporate Executive Committee of the Managing Board

/s/  
DR. JÜRGEN RADOMSKI      
Dr. Jürgen Radomski

 

Member of the Corporate Executive Committee of the Managing Board

/s/  
DR. URIEL J. SHAREF      
Dr. Uriel J. Sharef

 

Member of the Corporate Executive Committee of the Managing Board

/s/  
PROF. DR.-ING. KLAUS WUCHERER      
Prof. Dr.-Ing. Klaus Wucherer

 

Member of the Corporate Executive Committee of the Managing Board


Prof. Dr. Erich R. Reinhardt

 

Member of the Managing Board


Prof. Dr. Claus Weyrich

 

Member of the Managing Board

/s/  
E. ROBERT LUPONE      
E. Robert Lupone

 

Authorized Representative in the
United States


INDEX TO EXHIBITS

Exhibit
Number

   
(a)(2)   Form of ADR
(d)   Opinion of Counsel
(e)   Rule 466 Certification



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PART I INFORMATION REQUIRED IN PROSPECTUS
CROSS REFERENCE SHEET
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURE
SIGNATURES
INDEX TO EXHIBITS