EQS-CMS: Siemens Aktiengesellschaft: Release of a capital market information
| EQS Post-admission Duties announcement: Siemens Aktiengesellschaft / Disclosure according to art. 5 para. 1 lit. a) of the Regulation (EU) no. 596/2014 and art. 2 para. 1 of the Delegated Regulation (EU) no. 2016/1052
Siemens Aktiengesellschaft: Release of a capital market information
12.02.2024 / 08:39 CET/CEST
Dissemination of a Post-admission Duties announcement transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Disclosure according to art. 5 para. 1 lit. a) of the Regulation (EU) no. 596/2014 and art. 2 para. 1 of the Delegated Regulation (EU) no. 2016/1052 The share buyback resolved on 9 November 2023 by the Managing Board of Siemens Aktiengesellschaft, approved by the Supervisory Board on 15 November 2023 and announced by Siemens Aktiengesellschaft on 16 November 2023, will commence on 12 February 2024. In the time period at the longest until 31 January 2029, treasury shares of the company for up to €6 billion (excluding incidental transaction charges) shall be acquired, in total, however, no more than 80 million shares. The share buyback and the treasury shares acquired thereunder serve the sole purposes of retirement, use for employee share programmes, including the issuance to board members of any of Siemens' affiliated companies and to members of the Managing Board of Siemens AG as well as servicing/securing the obligations or rights to acquire Siemens shares arising particularly from or in connection with convertible bonds or warrant bonds. The Managing Board thereby exercises the authorization granted by the Shareholders' Meeting of Siemens Aktiengesellschaft on 5 February 2020 to acquire treasury shares pursuant to section 71 para. 1 no. 8 of the German Stock Corporation Act (Aktiengesetz, AktG); 37,555,160 shares can still be acquired under this authorization. The share buyback will be continued under a new authorization, subject to the granting of such new authorization to be approved by the Annual Shareholders´ Meeting for the acquisition and use of treasury shares after the expiration of this authorization on 4 February 2025. The buyback program is lead-managed by a bank mandated by Siemens Aktiengesellschaft. The bank makes its trading decisions concerning the timing of the purchases of the individual shares independently of Siemens Aktiengesellschaft in accordance with Art. 4 para 2 lit. b) of the Commission Delegated Regulation (EU) 2016/1052 (hereinafter “Buyback Regulation”) and may thus do so during closed periods within the meaning of Art. 19 para 11 of Regulation (EU) 596/2014 or during a period in which the company has decided to delay the public disclosure of inside information in accordance with Art. 17 para 4 of Regulation (EU) 596/2014. The right of Siemens Aktiengesellschaft to terminate and reassign the mandate with the bank, subject to compliance with applicable legal provisions and including observance of the periods mentioned, as well as to transfer the management of the buyback program to another bank remains unaffected. The buyback program may be ceased, paused and continued at any time, subject to compliance with applicable legal provisions. For organizational reasons, no shares are repurchased on the last two trading days of each quarter and on certain days in connection with convening and holding of the (Annual) General Meeting. The buyback program shall be implemented in line with the company's interests and exclusively via the electronic trading platform of the Frankfurt Stock Exchange (Xetra) and is to be carried out in accordance with the provisions of the resolution of the Annual Shareholders’ Meeting that is applicable in each case (currently the resolution of the Annual Shareholders’ Meeting of Siemens Aktiengesellschaft of 5 February 2020). The purchase price per repurchased share (excluding incidental transaction charges) may neither exceed the market price of a Siemens share on the trading day, as determined at the opening auction in the Xetra trading (or a comparable successor system) by more than 10% nor fall below such market price by more than 20%. Besides, the bank is obligated to comply with the applicable regulatory constraints, especially the conditions for trading in Art. 3 of the Buyback Regulation, in order for the share buyback to be covered by the safe harbor regulations for share buybacks programs, and with all other applicable provisions. The Buyback Regulation requires, inter alia, that shares may not be purchased at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out, the higher of the two values being relevant. Furthermore, in accordance with the Buyback Regulation, no more than 25% of the average daily volume of the shares at the stock exchange where the purchase is carried out may be acquired. The average volume of shares is based on the average daily volume traded in the 20 trading days preceding the specific date of purchase. The transactions will be announced pursuant to the requirements of art. 2 para. 3 of the Buyback Regulation in a detailed and an aggregated form no later than on the seventh trading day following their execution. Furthermore, Siemens Aktiengesellschaft will publish the transactions on its website under www.siemens.com/sharebuyback2024-29 and ensure that the information will be publicly accessible for a period of at least five years from the date of public disclosure. Munich, 12 February 2024 Siemens Aktiengesellschaft The Managing Board
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