Disclosure pursuant to Art. 5 para. 1 lit. a) of the Regulation (EU) No. 596/2014 (MAR)
in conjunction with Art. 2 para. 1 of the Delegated Regulation (EU) No. 2016/1052
The share buyback resolved on 24 June 2022 by the Managing Board of Siemens Healthineers AG (hereinafter also referred to as "Company") will commence on 29 June 2022. In the time period until 20 January 2023, treasury shares of the Company with a maximum value of EUR 250,000,000.00 (excluding incidental transaction charges) shall be acquired, in total, however, no more than 9,000,000 no-par-value shares. The acquired shares will be used in connection with share-based remuneration programs and, respectively, employee share programs of the Company or affiliated entities of the Company and will be delivered to persons who have or had an employment relationship with the Company or an affiliated entity of the Company, as well as to board members of affiliated entities of the Company. In addition, subject to a decision by the Supervisory Board, the acquired shares may be used to service obligations or rights to acquire shares in the Company agreed with members of the Managing Board of the Company in the context of their compensation. To the extent that the acquired shares are not required for such purposes, they may be used for other legally permissible purposes. The Managing Board thereby exercises the authorization granted by the Annual Shareholders' Meeting of Siemens Healthineers AG on 15 February 2022 to acquire treasury shares pursuant to Section 71 para. 1 no. 8 of the German Stock Corporation Act (Aktiengesetz, AktG).
A credit 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 terminate the mandate of the credit institution and to confer the mandate to another investment firm or credit 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 Siemens Healthineers Share, as determined by the opening auction of a Siemens Healthineers Share in XETRA trading (or a comparable successor system) on the trading day by more than 10% nor fall below such market price by more than 20%.
The credit institution is further obligated to comply with the applicable regulatory constraints, especially the trading conditions of Art. 3 of the 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.
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 Healthineers AG will publish the transactions on its website under https://www.siemens-healthineers.com/investor-relations/share and ensure that the information will be publicly accessible for a period of at least five years from the day of disclosure.
Munich, June 2022
Siemens Healthineers AG
The Managing Board