Siemens Energy AG: Release of a capital market information
The share buyback resolved on 31 August 2020 by the Executive Board of Siemens Energy AG (hereinafter also referred to as 'Company'), which was announced in the securities prospectus published on 7 September 2020, will commence on 28 September 2020. In the time period until 31 March 2021 at the longest, treasury shares of the Company with a maximum value of EUR 393,000,000.00 (excluding incidental transaction charges) shall be acquired, in total, however, no more than 72,664,519 no-par-value shares. The share buyback serves the sole purpose of issuing shares to employees and members of the Executive Board of the Company and employees and board members of the Company's affiliated companies in connection with share-based remuneration programs and employee stock programs.
An institution is mandated to carry out the buyback, making its decisions on the date of the acquisition of shares independently and without the influence of the Company. The right of the Company to prematurely terminate the mandate of the institution in compliance with legal provisions remains unaffected. The share buyback may be terminated, suspended and resumed at any time, subject to compliance with legal provisions.
The buyback shall be implemented exclusively on the electronic trading platform of the Frankfurt Stock Exchange (Xetra).
The purchase price per repurchased share (excluding incidental transaction charges) must neither exceed the share price of a share of Siemens Energy AG on a trading day, as determined by the opening auction of a Siemens Energy Share in Xetra trading (or a comparable successor system) by more than 10% nor fall below such market price by more than 20%.
The institution is further obligated to comply with the trading conditions of Art. 3 para. 1 and 2 as well as para. 3 subparagraph 1 and 2 lit. b) Delegated Regulation (EU) No. 2016/1052 (hereinafter also referred to as 'Buyback Regulation'). According to the Buyback Regulation, inter alia, no purchase price may be paid which exceeds the price of the last independent trade or the highest independent bid placed at the time of the purchase on the stock exchange on which the purchase is carried out, the higher of the two values being relevant. Furthermore, pursuant to the Buyback Regulation, no more than 25% of the average daily volume of shares on the stock exchange on which the purchase is carried out may be acquired. The average volume of shares is based on the average daily trade volume of the 20 trading days preceding the specific date of purchase. As far as the shares of Siemens Energy AG have been traded on the Frankfurt stock exchange for less than twenty trading days, the implementing Institution shall purchase on any trading day (i) not more than 25% of the trading volume on such trading day of the Siemens Energy AG shares on the trading venue on which the purchase is carried out and (ii) not more than 25% of the average daily volume of the Siemens Energy AG shares on the trading venue on which the purchase is carried out during all trading days preceding the date of purchase.
The institution mandated with the purchase of treasury shares has been instructed, to the extent possible while observing the above-mentioned restrictions and the trading conditions, to acquire during the first three trading days of the shares of Siemens Energy AG and during this period as early as possible, shares with a value of EUR 200 million. During the following period, the institution will, depending on the development of the share price of Siemens Energy shares, purchase on each trading day shares with a value of up to EUR 5 million. Siemens Energy AG remains entitled to modify the volume instructions. Further, the buyback shall be implemented in the way most favourable and in line with the Company's interest.
The transactions will be announced pursuant to the requirements of Art. 2 para. 3 Buyback Regulation in a detailed and an aggregated form no later than on the seventh trading day after their execution. Furthermore, Siemens Energy AG will publish the transactions on its website under www.siemens-energy.com/sharebuyback and ensure that the information will be publicly accessible for a period of at least five years from the day of disclosure.
Munich, 9?September 2020
Siemens Energy AG
The Executive Board
09.09.2020 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English Company: Siemens Energy AG Otto-Hahn-Ring 6 81739 Munich
Germany Internet: www.siemens-energy.com Handel vorgesehen. / Intended to be listed. ? End of News DGAP News Service