Spin-off of Siemens Energy approved by large majority of Siemens shareholders

The information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would be prohibited by applicable law.

Spin-off approved by 99.36 percent of capital stock represented
Capital Market Day for Siemens Energy planned for September 1, 2020

As expected, a large majority of Siemens shareholders at today’s Extraordinary Shareholders’ Meeting voted to approve the spin-off of the company’s energy business to Siemens Energy AG. This step paves the way for the establishment of an independent company rigorously focused on the energy sector. In the future, Siemens AG will concentrate on Digital Industries, Smart Infrastructure and Siemens Mobility. In total, 61.94 percent of the capital stock of Siemens AG entitled to vote was represented at the shareholders’ meeting, which was held as a virtual event due to the coronavirus crisis. Approval of the Spin-off and Transfer Agreement between Siemens AG and Siemens Energy AG was the only item on the meeting agenda. The agreement was approved by a majority of 99.36 percent of the capital stock represented. The highest number of participants following the Extraordinary Shareholders’ Meeting online was 3,870.

Extraordinary Shareholders' Meeting of Siemens AG 2020

“Siemens shareholders’ broad approval of the spin-off of Siemens Energy confirms the Managing Board’s strategic course for securing the long-term future,” said Joe Kaeser, President and CEO of Siemens AG. “The spin-off enables us to build two focused companies, both of which will be strong players in their respective sectors. The substantial increase in the share price of Siemens Healthineers since its initial public offering is a gratifying example of how focus adds value. I’m looking forward to the successful future of the Siemens companies.”

“The Managing Board and the Supervisory Board of Siemens AG agreed early on that the spin-off can unleash Siemens’ full potential,” said Jim Hagemann Snabe, Chairman of the Supervisory Board of Siemens AG. “Approval by the shareholders confirms our view and lays the basis for the optimal setup of the two future Siemens companies.”

Siemens will now drive the further preparations for the listing. The Capital Market Day for Siemens Energy is scheduled for September 1, 2020. The securities prospectus is to be published around two weeks prior to the listing, which is planned for September 28, 2020.

Global player with unique setup in the energy sector

Siemens Energy operates globally along the entire energy value chain, including the service business. The company has about 91,000 employees worldwide (as of March 31, 2020). Its products include gas turbines, steam turbines, generators, transformers and compressors. In the area of wind turbines, Siemens Energy’s 67 percent stake in Siemens Gamesa Renewable Energy makes it a global market leader in renewable energies. According to the Combined Financial Statements of Siemens Energy AG as of September 30, 2019, Siemens Energy generated revenue of about €29 billion in fiscal 2019.

Siemens AG (Berlin and Munich) is a global technology powerhouse that has stood for engineering excellence, innovation, quality, reliability and internationality for more than 170 years. The company is active around the globe, focusing on the areas of intelligent infrastructure for buildings and distributed energy systems, and automation and digitalization in the process and manufacturing industries. Through the separately managed companies Siemens Energy, the global energy business of Siemens, and Siemens Mobility, a leading supplier of smart mobility solutions for rail and road transport, Siemens is shaping the energy systems of today and tomorrow as well as the world market for passenger and freight services. Due to its majority stakes in the publicly listed companies Siemens Healthineers AG and Siemens Gamesa Renewable Energy (as part of Siemens Energy), Siemens is also a world-leading supplier of medical technology and digital healthcare services as well as environmentally friendly solutions for onshore and offshore wind power generation. In fiscal 2019, which ended on September 30, 2019, Siemens generated revenue of €86.8 billion and net income of €5.6 billion. At the end of September 2019, the company had around 385,000 employees worldwide. Further information is available on the Internet www.siemens.com.

This press release and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell or a solicitation of an offer to buy or subscribe for any securities in the United States of America ("U.S."), Canada, Japan, Australia or in any other jurisdiction. Any securities to be distributed in connection with this transaction have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or the laws of any state of the U.S. Neither Siemens Energy AG nor Siemens AG intends to register any securities referred to herein in the U.S.This communication is being distributed to, and is directed only at, persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. This document does not constitute an offer document or an offer of securities to the public in the U.K. to which section 85 of the Financial Services and Markets Act 2000 of the U.K. applies and is not, and should not be considered as, a recommendation that any person should subscribe for or purchase any securities. This document is being communicated only to (i) persons who are outside the U.K.; (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) persons within the scope of article 43 of the Order or (iv) high net worth companies, unincorporated associations and other bodies who fall within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this document relates is available only to and will be engaged in only with Relevant Persons, and any person who is not a Relevant Person must not act or rely on this communication or any of its contents. This document should not be published, reproduced, distributed or otherwise made available, in whole or in part, to any other person without the prior consent of the Company.This press release contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of Siemens AG and Siemens Energy AG. Forward-looking statements involve known and unknown risks and uncertainties and, therefore, should not be construed as guarantees of future results, performance and events. Actual results, performance or events may differ materially from those described in such statements due to, among other things, changes in the general economic and competitive environment, risks associated with capital markets, currency exchange rate fluctuations, changes in international and national laws and regulations, in particular with respect to tax laws and regulations, affecting Siemens Energy AG, and other factors. Siemens AG or Siemens Energy AG do not undertake any obligation to update any forward-looking statements.

Spin-off of Siemens Energy approved by large majority of Siemens shareholders

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