PEDAGOGO UPEL
T. S.U. TURISMO Y HOTELERIA
a) Consequences relating to liability under UmwG
The consequences of the Spin-off taking effect on the liability of Siemens AG and OSRAM Licht AG are as follows:
Pursuant to Section 133 (1) and (3) UmwG, Siemens AG is jointly and severally liable for the performance of all liabilities transferred to OSRAM Licht AG if the liabilities become due within five years after the announcement of the registration of the Spin-off with the registers of companies for Siemens AG and if resulting claims against Siemens AG are determined judicially or in another way as described in Section 133 UmwG. However, the fact that no liabilities are being directly spun off must be considered. Pursuant to Section 133 (1) and (3) UmwG, OSRAM Licht AG is, in turn, jointly and severally liable for the performance of the liabilities remaining at Siemens AG which were already established prior to the Spin-off taking effect if these liabilities become due within five years after the announcement of the registration of the Spin-off with the registers of companies for Siemens AG and resulting claims against OSRAM Licht AG are determined judicially or in another way as described in Section 133 UmwG.
Furthermore, Siemens AG and OSRAM Licht AG are jointly and severally liable for complying with the duty to grant rights of equal value pursuant to Section 125 in conjunction with Section 23 UmwG (see Chapter XIII.1.k)) on obligations pursuant to Section 23 UmwG).
The provisions on the allocation of liability contemplated in the Spin-off and Transfer Agreement apply in the internal relationship between Siemens AG and OSRAM Licht AG (on this point see Chapter XIII.1.h)).
Pursuant to Sections 22, 125 sentence 1, 133 UmwG, creditors of Siemens AG and OSRAM Licht AG can demand security for their claims from the company against which their respective claims are directed within a period of six months after the announcement of the registration of the Spin-off with the registers of companies of Siemens AG and OSRAM Licht AG. The prerequisite is that the creditors cannot obtain any satisfaction at the respective point in time and that their claims are notified in writing both with regard to the basis and the amount and that plausible proof is provided that the Spin-off endangers the fulfillment of their claims. The managing boards of Siemens AG and OSRAM Licht AG assume that no claims of creditors of Siemens AG or OSRAM Licht AG will be endangered by the Spin-off taking effect and, accordingly, that no obligation to provide security will exist for Siemens AG or OSRAM Licht AG under Sections 22, 125 sentence 1, 133 UmwG. This applies to OSRAM Licht AG especially in light of the fact that it is not acting operationally and is not having outstanding creditors until the Spin-off takes effect.
b) Effects of the Spin-off on the Siemens share
The Spin-off will have no effect on the listing of the shares in Siemens AG on the stock exchange. The Siemens shares will continue to be admitted as in the past to trading on all German stock exchanges after the Spin-off takes effect. There will also not be any changes in the listing of the Siemens shares on the Swiss stock exchange or the stock exchanges in London and New York (there in the form of American Depository Receipts). The shares in Siemens AG will be traded ex OSRAM on the 1st trading day of the shares of OSRAM Licht AG.
The managing board of Siemens AG assumes that the Siemens share will continue to fulfill the criteria for the DAX and will accordingly remain in the DAX. This also applies to the indices EURO STOXX 50 and MSCI World.
c) Effect of the Spin-off on the dividend policies of Siemens AG and OSRAM Licht AG
The managing boards of Siemens AG and OSRAM Licht AG have each examined for their companies how the Spin-off of the activities of the OSRAM Division will affect the
amount of the net income available for distribution and the dividend policy for future fiscal years.
Siemens intends to propose a dividend for the following years which aggregated with expenses for share repurchases spent in the respective fiscal year amounts to 40 to 60 % of the group profits after taxes approved according to IFRS principles. Extraordinary non- cash effects may be excluded from profits after taxes.
The dividend policy of OSRAM Licht AG will be based both on the development of profits as well as the sustained earnings power of the company. The goal will be to have the shareholders reasonably participate in the development of OSRAM Licht AG. Taking into account the legal requirements, a distribution ratio in a range of 30 % to 50 % of the after-tax group profit determined in accordance with the IFRS principles is generally desired over the long term. Therefore, the after tax profit can be adjusted for specific extraordinary effects which do not affect payments for this purpose. However, no dividend can be expected for the fiscal year ending on 30 September 2013.
d) Effect of the Spin-off on the shareholders of Siemens AG
All shareholders of Siemens AG will remain with their previous participations in Siemens AG and, thus, the retained economic activities of the Siemens Group after the Spin-off takes effect. The number of the shares issued by Siemens AG will not change as a result of the Spin-off. The rights of the Siemens AG shareholders also do not change as a result of the Spin-off. The shareholder structure of Siemens AG will also not directly change as a result of spinning off the activities of the OSRAM Division.
All shareholders of Siemens AG will receive shares in OSRAM Licht AG as consideration for the transfer of the Spin-off Assets under the Spin-off in accordance with the allocation ratio preserving the proportionate participations. With regard to the part that is to be spun off, the shareholders accordingly have a direct participation in OSRAM and no longer an indirect participation through their participation in Siemens AG. With regard to the changes in the participation ratio, see Chapter IX.3.a)).
e) Effects of the Spin-off on stock-based compensation programs and employee
participation programs
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 consequence of the Spin-off taking effect will generally be adjusted. The details about the adjustment and the compensation are described in § 11 of the Spin-off and Transfer Agreement (reference is made to § 11 of the Spin-off and Transfer Agreement as well as the corresponding Annexes which are attached as Annex 1 to this Spin-off Agreement and to the comprehensive explanation in Chapter XIII.1.k)(1)).
f) Effects on the warrants issued by Siemens
Special contractual arrangements exist for the warrants described in Chapter II.2.c) which were issued by Siemens AG in connection with bonds issued by Siemens Financieringsmaatschappij N.V. in February 2012 so that an additional provision with regard to the Spin-off is not required. Therefore, a grant of equivalent rights is not required under Section 23 UmwG.
A warrant holder is, in the event of an exercise of the option, entitled to OSRAM Licht AG shares (in addition to the right to receive Siemens shares upon exercising of the option right) when the Spin-off takes effect. The number of shares is determined according to the formula established in the terms and conditions of the warrants and is calculated by dividing € 187,842.81 by the calculated strike price of € 1,040.0180. The result is that the allocation ratio will be applied to the number of Siemens shares owed per warrant as of the time of the adjustment; which means for each Siemens share owed at that time, 1/10 OSRAM Licht share must be granted. Subject to adjustments of the option price with regard to the Siemens shares under the terms and conditions of warrants in the period up to the Spin-off taking effect, a claim to an additional 180.6150 OSRAM Licht shares results for each warrant. This adjustment does not take place with regard to warrants which have already been exercised prior to the Spin-off taking effect which have been redeemed by Siemens AG or exchanged for other securities and cancelled. Based on the current situation, all outstanding warrants relate to a total of around 2,167,380 OSRAM Licht shares in addition to the Siemens shares after the Spin-off takes effect. The number of the owed OSRAM Licht shares is subject to provisions on adjustment under the terms and conditions of warrants, just as is the number of owed Siemens shares, and the number can increase or decrease during the term of the options depending on the applicable adjustments. Siemens will service the OSRAM Licht shares to be delivered upon exercise of options using its own shareholdings or purchases in the market or, if appropriate, will make use of rights granted to (partially) pay and off-set in cash under certain prerequisites as set forth in the terms and conditions of warrants. With regard to
the accounting effects of the Spin-off in connection with the warrants, see Chapter VIII.1.d)(1)).