Publication of capital market information

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DGAP-News: Siemens Healthineers AG / Tag(s): Share buyback/Share buyback
Siemens Healthineers AG: Publication of Capital Market Information
27.06.2022 / 21:56
The issuer is solely responsible for the content of this announcement.

Disclosure pursuant to Art. 5 par. 1 bed. a) Regulation (EU) No. 596/2014 (MAR)
in connection with art. 2 par. 1 of Delegated Regulation (EU) No 2016/1052

The share buyback decided on June 24, 2022 by the Management Board of Siemens Healthineers AG (hereinafter also referred to as “Company“) will start on June 29, 2022. During the period until January 20, 2023, treasury shares of the Company with a maximum value of EUR 250,000,000.00 (excluding ancillary transaction costs) will be acquired, at the total, however, no more than 9,000,000 non-par value shares The shares acquired will be used in connection with equity compensation programs and, respectively, employee share ownership programs of the Company or entities affiliated with the Company and will be given to persons having or having had a working relationship with the Company or a company linked to the Company, as well as to directors of companies linked to the Company. In addition, subject to a decision of the Supervisory Board, the shares acquired may be allocated to the service of bonds or rights to acquire shares the Company has agreed with the members of the Management Board of the Company as part of their compensation Insofar as the shares acquired are not necessary for these purposes, they may be used by us for other legally permitted purposes. The Management Board thus exercises the authorization granted by the General Meeting of Shareholders of Siemens Healthineers AG of February 15, 2022 to acquire own shares in accordance with Article 71 para. 1 no. 8 of the German Joint Stock Company Act (Aktiengesetz, AktG).

A credit institution is mandated to carry out the buyback, taking its decisions on the date of acquisition of the shares in complete independence and without influence from the Company. The right of the Company to terminate the mandate of the credit institution and to entrust the mandate to another investment firm or credit institution in accordance with the legal provisions remains unaffected. The redemption of shares may be terminated, suspended and resumed at any time, subject to compliance with legal provisions.

The buyback will be implemented exclusively on the electronic trading platform of the Frankfurt Stock Exchange (Xetra).

The purchase price per redeemed share (excluding incidental transaction costs) shall not exceed the trading price of a Siemens Healthineers share as determined by the opening bid for a Siemens Healthineers share in the framework of trading XETRA (or a comparable successor system) on the trading day by more than 10% nor fall below this market price by more than 20%.

The credit institution is also required to comply with the applicable regulatory constraints, in particular the trading conditions of art. 3 of Delegated Regulation (EU) No. 2016/1052 (hereinafter also referred to as “Redemption rules“). In accordance with the regulations on redemptions, among others, no purchase price may be paid that exceeds the price of the last independent transaction or the highest independent offer made at the time of the purchase on the exchange where the purchase is made, whichever is greater being relevant. In addition, in accordance with the Redemption Regulations, no more than 25% of the average daily volume of shares on the stock exchange on which the purchase is made may be acquired. Average stock volume is based on the average daily trading volume for the 20 trading days prior to the specific date of purchase.

Transactions will be announced in accordance with the requirements of Art. 2 par. 3 Redemption rules in detailed and aggregated form no later than the seventh trading day following their execution. In addition, Siemens Healthineers AG will publish the transactions on its website under https://www.siemens-healthineers.com/investor-relations/share and ensure that the information is publicly available for a period of at least five years from the day of disclosure.

Munich, June 2022

Siemens Healthineers AG

Board of directors

27.06.2022 Broadcast of a Corporate News, transmitted by the DGAP – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

DGAP distribution services include regulatory announcements, financial/corporate news and press releases.
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