Other Capital Market Information | 12 May 2014 08:01
Siemens Aktiengesellschaft / Disclosure according to art. 4 para. 2 of the Regulation (EU) no. 2273/2003
12.05.2014 08:01
Dissemination of a Post-admission Duties announcement, transmitted by
DGAP - a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Disclosure according to art. 4 para. 2 of the Regulation (EU) no. 2273/2003
The share buyback resolved on 4 November 2013 by the Managing Board of
Siemens Aktiengesellschaft, approved by the Supervisory Board on 6 November
2013 and announced by Siemens Aktiengesellschaft in a press release dated 7
November 2013 will commence on 12 May 2014. In the time period until 31
October 2015, treasury shares of the company with a maximum value of EUR 4
billion (excluding incidental transaction charges) shall be repurchased, in
total, however, no more than 47.8 million shares. The buyback serves the
sole purposes of cancelling and reducing the capital stock, issuing shares
to employees, board members of affiliated companies and members of the
Managing Board of Siemens AG as well as servicing convertible bonds and
warrant bonds. The Managing Board thereby exercises the authorization
granted by the Shareholders' Meeting of Siemens Aktiengesellschaft on 25
January 2011, to acquire treasury shares pursuant to section 71 para. 1 no.
8 of the German Stock Corporation Act (Aktiengesetz, AktG).
A bank is mandated to carry out the buyback, making its decisions on the
date of the acquisition of shares independently of, and without influence
by the company. The right of Siemens Aktiengesellschaft to terminate the
mandate and to confer the mandate to another bank remains unaffected. The
share buyback may be terminated, suspended and resumed at any time, subject
to compliance with legal provisions.
The buyback shall be conducted at the most favorable terms and in line with
the company's interests; the shares shall be repurchased exclusively on the
electronic trading platform of the Frankfurt Stock Exchange (Xetra). In
line with the authorization granted by the Shareholders' Meeting of Siemens
Aktiengesellschaft on 25 January 2011, the purchase price per repurchased
share (excluding incidental transaction charges) may neither exceed the
market price of a Siemens share, as determined at the opening auction in
the Xetra trading (or a comparable successor system) on the day of trading,
by more than 10%, nor fall below such market price by more than 20%.
The bank is obligated to observe the trade terms of article 5 of Regulation
no. 2273/2003 of the Commission of 22 December 2003 (EC Reg.) and all
relevant applicable provisions, in particular Rule 10b-18 of the U.S.
Securities Exchange Act of 1934. According to the EC Reg., the purchase
price may not exceed the price of the last independent trade or the highest
current independent bid at the stock exchange where the purchase is carried
out, the higher of the two values being relevant. In accordance with the EC
Reg., no more than 25 % of the average daily volume of the shares at the
stock exchange where the purchase is carried out will 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 in a way complying with the requirements
of art. 4 para. 4 EC Reg. at the latest on the seventh trading day
following their execution.
Furthermore, Siemens Aktiengesellschaft will report on the progress of
share buyback regularly under www.siemens.com/ir.
Munich, 12 May 2014
Siemens Aktiengesellschaft
The Managing Board
12.05.2014 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Siemens Aktiengesellschaft
Wittelsbacherplatz 2
80333 München und Berlin
Germany
Internet: www.siemens.com
End of Announcement DGAP News-Service
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