a) Allocation of the shares in OSRAM Licht AG to the shareholders of Siemens AG
The Spin-off takes place in exchange for the grant of shares of no par value (registered shares) in OSRAM Licht AG to the shareholders of Siemens AG at the time the spin-off takes effect. Upon the Spin-off taking effect, these shareholders receive one share of no par value (registered share) in OSRAM Licht AG for every ten shares of no par value (registered shares) in Siemens AG in accordance with the share allocation ratio set forth in § 10.1 of the Spin-off and Transfer Agreement (see with regard to the share allocation ratio, Chapter VII.). Treasury shares of Siemens AG are not taken into account in the allocation of OSRAM Licht shares. The shares granted as consideration are entitled to participate in profits for the fiscal years starting on 1 October 2012. If the Spin-off Effective Date is shifted (see Section 7 of this Chapter), the beginning of the entitlement to participate in profits for the shares to be granted will shift accordingly.
The shares to be granted will be created by the capital increase for implementation of the Spin-off as described in Section 10. of this Chapter.
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. ("Clearstream") on the basis of the respective deposits of Siemens shares.
A total of 84,274,967 shares in OSRAM Licht AG will be issued to the shareholders of Siemens AG. Siemens AG will ensure by acquisitions and sales of treasury shares that 842,749,670 shares will be entitled to allocation when the Spin-off is registered.
Siemens AG has mandated Deutsche Bank AG, Frankfurt a.M., with the processing of the allocation, which is, at the same time, appointed as the trustee pursuant to Section 125 sentence 1 in conjunction with Section 71 (1) UmwG for receipt of the shares in OSRAM Licht AG to be granted and delivering them to the entitled shareholders. The trustee will take possession of the OSRAM Licht shares to be issued to the shareholders of Siemens AG prior to the Spin-off taking effect and will deliver these shares in a timely manner after the Spin-off takes effect in accordance with the share allocation ratio of 10:1 set forth in the Spin-off and Transfer Agreement. The allocation of the OSRAM Licht shares will take place for the entitled shareholders of Siemens AG through Clearstream for the respective securities accounts in the ratio of 10:1 by means of a credit to the securities account by the respective securities account bank. The allocation of shares is free of commissions and fees for the Siemens shareholders entitled to an allocation who
hold their depositary Siemens shares in Germany. Commissions and fees might incur for Siemens shareholders who hold their depositary Siemens shares in foreign countries based on the existing agreement with the custodian institute. Details of the processing of the allocation will be separately announced to the shareholders of Siemens AG without undue delay after the registration of the Spin-off with the registers of companies of OSRAM Licht AG and Siemens AG (the "Share Allocation Notification"). The Share Allocation Notification will be published by Siemens AG in Germany in the Federal Gazette (Bundesanzeiger).
Since all shares in Siemens AG are certificated in the form of global documents deposited with Clearstream, the Siemens shareholders do not have to take any action with regard to the allocation of the OSRAM Licht AG shares, aside from a potential regulation of remainder amounts (partial shares). The allocated shares in OSRAM Licht AG will be booked by Clearstream, initially in the form of partial rights, to the accounts of the securities banks prior to the start of trading on the morning of the stock exchange trading day following the Share Allocation Effective Date. The respective custodian bank will then credit the OSRAM Licht shares to the securities account of the respective Siemens shareholder normally prior to the beginning of trading and effect the re-booking of the partial rights of OSRAM Licht shares at Clearstream, as far as these partial rights are not based on share partial rights accounted for the shareholders. The claim of the OSRAM Licht shareholders for certification of the shares is excluded under the articles of association of OSRAM Licht AG. The shares in OSRAM Licht AG will be certificated in global share documents and deposited at Clearstream; the OSRAM Licht shareholders will participate as co-owners in accordance with their respective share.
b) Partial rights and regulation of partial rights
Due to the above stated share allocation ratio of 10:1, there will be fractions of shares (partial rights) if the securities account holdings of Siemens shares cannot be evenly divided by ten. The relevant shareholders in Siemens AG will then receive partial rights to a share in OSRAM Licht AG. Since the partial rights can generally not be asserted as rights of a shareholder (see Section 213 (2) AktG), Deutsche Bank AG, as the central issuing agent, together with the securities account banks will use its efforts to achieve compensation between the holders of the partial rights so that these holders have the possibility of selling partial rights or acquiring corresponding partial rights in order to obtain an increase to a full right. A rounding to full rights (so-called regulation of remainder amounts) requires a corresponding buy or sells order. It has to be anticipated that banks, especially in foreign countries, will not cooperate in a regulation of remainder amounts or will not accept corresponding orders in particular cases.
To the extent that orders for a rounding of the partial rights to full rights are not issued or a rounding to full rights is not possible on the basis of the issued orders, Deutsche Bank AG, which is appointed by Siemens AG as the trustee, will combine the partial rights to OSRAM Licht shares that have been allocated to Siemens shares and have not yet been combined to full rights at a point in time still to be determined to full rights (shares) in OSRAM Licht AG and will sell them through the stock exchange. The sales proceeds will then be credited to the relevant holders of partial rights proportionately according to their respective partial rights. The regulation of partial rights will be free of commissions and fees for the entitled parties who hold their shares on deposits in Germany. Commissions and fees might incur for Siemens shareholders who hold their shares on deposits in foreign countries based on the existing agreements with the custodian institute.
c) Listing and trading on the stock exchange
All shares in OSRAM Licht AG are supposed to be admitted to trading in the Regulated Market of the Frankfurt Stock Exchange and the Munich Stock Exchange and additionally in the segment of the Regulated Market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange on the day on which the Spin-off becomes legally effective on the later of the registrations with the registers of companies of Siemens AG. The commencement of trading in the shares of OSRAM Licht AG is supposed to occur for the first time on the morning of the subsequent stock exchange trading day. The listing of the shares of Siemens AG "ex Spin-off" is planned for the same day. On the day on which the Spin-off legally takes effect as a result of the later of the registrations with the registers of companies for Siemens AG, trading of the shares in OSRAM Licht AG will not yet be possible, and the Siemens AG share will still be traded "cum OSRAM". The plan is that the Siemens share will be listed on the foreign stock exchanges in London and Zurich, Switzerland, with a corresponding note and that there will be a corresponding procedure to the extent possible.
d) Procedure regarding ADR-program
In the United States Siemens AG's shares are traded in the form of ADRs on the New York Stock Exchange. Under the deposit agreement insofar existing between Siemens AG and Deutsche Bank Trust Company Americas as depositary, the depositary shall in case of a distribution of Siemens AG other than in cash (excluding subscription rights and additional Siemens shares), after consultation with Siemens AG, under certain circumstances be entitled to pay to the holders of the ADRs instead of the corresponding securities the net revenue from the sale of such securities. The depositary shall be entitled to act so if a distribution of securities is illegal, unfair or not practically applicable. Against this background and considering the fact that for the OSRAM Licht shares no
separate ADR-Program shall be established, a delegate of the depositary, probably DB Securities Inc., will sell the ADRs corresponding to the OSRAM Licht shares on the stock exchange and pay the pro-rata revenue, after deducting the costs, to the ADRs holders.