Annual Shareholders' Meeting 2013

The managing board of Siemens Aktiengesellschaft has resolved with the approval of the supervisory board to make the former OSRAM division of the Siemens Group independent and place it on the stock exchange by way of a spin-off under the German Transformation Act. With the Spin-off an indirect participation in OSRAM GmbH (and thereby the OSRAM Group) held by Siemens AG is transferred to OSRAM Licht AG. As consideration for the Spin-off, the Siemens shareholders will be allocated shares in OSRAM Licht AG proportionately to their participation in Siemens AG. Upon the Spin-off taking effect OSRAM Licht AG will hold all shares in OSRAM Group and the shareholders of Siemens AG will hold 80.5% of the shares in OSRAM Licht AG. The shares in OSRAM Licht AG will be admitted to the stock exchange of Frankfurt and Munich on basis of a securities prospectus to be approved by the German federal financial supervisory agency (BaFin).

Upon the Spin-off taking effect, the Siemens shareholders will receive one no par value share (registered share) in OSRAM Licht AG per each ten no par value shares (registered shares) in Siemens AG.

The allocation ratio was determined to a decisive degree by the future capital stock of OSRAM Licht AG, its number of shares and also by the fact that the Spin-off relates to an 80.5 % participation. The amount of the future capital stock, in the view of the involved entities, is in a reasonable proportion to the equity and the expected market capitalization of OSRAM Licht AG and also reasonably reflects the relative sizes of the transferring entity and the receiving entity. When determining the capital stock and the number of shares, the fact was considered that the future stock price of OSRAM Licht AG should lie in a range which is attractive at the present time for private investors and institutional investors. An explanation and justification of the chosen allocation ratio is contained in Chapter VII. of the Spin-off Report.

From the first day of trading, the stock price of the OSRAM share will be determined in regular stock exchange trading and will depend on supply of and demand for OSRAM shares. In XETRA trading on the Frankfurt Stock Exchange, the first price of a trading day is typically determined in an opening auction.

Siemens AG and OSRAM Licht AG have concluded the Spin-off and Transfer Agreement on 28 November 2012 ( "Spin-off Agreement" ). The Spin-off Agreement needs to be approved by the shareholder's meetings of Siemens AG and OSRAM Licht AG. The Spin-off Agreement was approved by the annual shareholder's meeting of Siemens AG on 23 January 2013. Beforehand, Siemens AG as sole shareholder will grant the approval of the shareholder's meeting of OSRAM Licht AG. The Spin-off only takes effect upon registration with the registers of companies of Siemens AG at the district court of Charlottenburg and the district court of Munich. The Spin-off must have previously been registered with the register of companies of OSRAM Licht AG at the district court of Munich. An action has been brought against the resolution of the Annual Shareholders’ Meeting (ASM) authorizing the spin-off and acquisition agreement between Siemens AG and Osram Licht AG. Siemens considers the action to be without merit and will rigorously drive the planned spin-off and public listing of Osram Licht AG. The action for annulment and voidance was blocking this registration.  On 14 March 2013, as part of a so-called judicial release procedure, Siemens filed a motion with the Munich Higher Regional Court to remove this blocking effect so that – despite the action – it may be possible for the spin-off to be immediately entered into the Commercial Registers. Due to the fact that this motion was successful on 10 April 2013, the OSRAM Licht shares are supposed to be listed in the Regulated Market of the Frankfurt Stock Exchange and the Munich Stock Exchange as well as additionally in the sub-segment of the Regulated Market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange in July 2013.

Making the OSRAM Division independent was initially planned by way of IPO. This intention was announced by Siemens on 28 March 2011. In light of the conditions in the market, which were especially influenced by the debt crisis in certain Euro countries, the IPO was repeatedly delayed. Siemens AG decided in June 2011 to pursue the planned listing of OSRAM on the stock exchange primarily by means of a spin-off under the German Transformation Act. The successful implementation of the spin-off does not depend to the same degree on a positive environment in the capital market as it would have been the case with a public offering of the shares by way of an IPO (cf. the Spin-off Report Chapter III, in particular 2.).

After the Spin-off takes effect, existing supplier and services relationships between the companies of the Siemens Group, especially the Siemens division Building Technologies, on the one hand, and companies in the OSRAM Group, on the other hand, will continue to exist at least in the near future.

Although Siemens would have realized proceeds from a sale in the case of an IPO, Siemens does not require proceeds of this kind in light of the currently very solid liquidity at Siemens and instead can allow the value of OSRAM to directly benefit the Siemens shareholders. Also, we have been dealing with volatile capital markets in recent quarters, which indicated that an IPO with the intended volume cannot be planned with the required certainty.

It can be assumed that in the case of a Spin-off under which all Siemens shareholders receive shares in OSRAM Licht AG, a not insignificant part of investors (for example particular indexfunds) will sell the shares allocated to them.

OSRAM intends to continue the long existing tradition of stock-based compensation programs and employee participation programs by Siemens and is currently examining the introduction of comparable compensation elements for the period after the Spin-off takes effect. Specific decisions about whether, in which form or when such compensation elements should be introduced have not yet been made (compare Chapter IX.3.f of the Spin-off Report).

Aside from many differences in detail, the main difference is that in case of an IPO the placement of OSRAM shares to interested investors is conducted by way of public offering whereas in case of a Spin-off under transformation law, shares are directly transferred to the Siemens shareholders without their individual decision to buy shares. In both cases, OSRAM will be listed at the stock exchange.

Immediately after the spin-off takes effect, all shares in OSRAM Licht AG shall be listed for trading in the Regulated Market of the Frankfurt Stock Exchange as well as the Munich Stock Exchange and also in the sub-segment of the Regulated Market of the Frankfurt Stock exchange with additional post-admission obligations (Prime Standard).

The Spin-off does not qualify as dividend in kind but as spin-off under the provisions of the German Transformation Act. For the fiscal year 2012 a dividend of 3,00 Euro per no par value share entitled to dividend was distributed.

The direct allocation of the OSRAM participation gives the shareholders the freedom to separately decide about their participation in both companies, Siemens and OSRAM, with their clearly separated investment profiles.

Siemens AG and its group companies have made various awards for Siemens shares to members of the managing board and employees of Siemens AG as well as members of corporate bodies and employees of Siemens Group companies, including members of corporate bodies and employees of the future OSRAM Group, under stock-based compensation programs respectively employee participation programs, or awards will also be made until the Spin-off takes effect. Upon the Spin-off taking effect, the rights under these stock entitlements to members of corporate bodies and employees of the future OSRAM Group who leave the Siemens Group directly as a consequence of the Spin-off taking effect will be compensated. Stock entitlements to other beneficiaries such as members of corporate bodies or employees who do not leave the Siemens-Group as a consequence of the Spin-off taking effect will generally be adjusted. The details of the adjustment and the compensation are described in § 11 of the Spin-off and Transfer Agreement attached as Annex 1 to the Spin-off Report and in Chapter XIII.1.k)(1)) of the Spin-off Report.

The determination of who is a Siemens shareholder for purposes of the allocation will take place on the evening of the share allocation effective date (the date on which the Spin-off takes effect as a result of the later of the registrations with the register of companies of Siemens AG), which is after the closing of the bookings for the daily sales at Clearstream Banking AG, Frankfurt a.M., on the basis of the respective deposits of Siemens shares.

Please understand that we cannot provide individual answers relating to the tax consequences of the Spin-off for shareholders. A general description of tax consequences of the Spin-off for shareholders is included in the Spin-off Report in chapter VIII.2.a).

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