Siemens Healthineers AG: Disclosure pursuant to Art. 5 para. 1 lit. a) of Regulation (EU) No. 596/2014 (MAR) and Art. 2 para. 1 of Delegated Regulation (EU) No. 2016/1052
DGAP-News: Siemens Healthineers AG
/ Key word(s): Share Buyback
Disclosure pursuant to Art. 5 para. 1 lit. a) of Regulation (EU) No. 596/2014 (MAR)
The share buyback resolved on 29 September 2020 by the Managing Board of Siemens Healthineers AG (hereinafter also referred to as "Company") will commence on 7 October 2020. In the time period until 5 February 2021, treasury shares of the Company with a maximum value of EUR 160,000,000.00 (excluding incidental transaction charges) shall be acquired, in total, however, no more than 6,400,000 no-par-value shares. The acquired shares will be used in connection with share-based remuneration programs and, respectively, employee stock programs of the Company or entities under its control and will be delivered to persons who have or had an employment relationship with the Company or an entity under its control, as well as to board members of entities under the Company's control. In addition, subject to a decision by the Supervisory Board, a certain amount of the acquired shares may be used to settle the Company's obligations to provide shares of the Company to members of the Managing Board, as part of their long-term remuneration. To the extent that the acquired shares are not required for such purposes, they may be used for other legally permissible purposes. The Managing Board thereby exercises the authorization granted by the Shareholders' Meeting of Siemens Healthineers AG on 19 February 2018 to acquire treasury shares pursuant to Section 71 para. 1 no. 8 of the German Stock Corporation Act (Aktiengesetz, AktG).
A credit institution is mandated to carry out the buyback, making its decisions on the date of the acquisition of shares independently and without the influence of the Company. The right of the Company to terminate the mandate of the credit institution and to confer the mandate to another investment firm or credit institution in compliance with legal provisions remains unaffected. The share buyback may be terminated, suspended and resumed at any time, subject to compliance with legal provisions.
The buyback shall be implemented exclusively on the electronic trading platform of the Frankfurt Stock Exchange (Xetra).
The purchase price per repurchased share (excluding incidental transaction charges) must neither exceed the share price of a Siemens Healthineers Share, as determined by the opening auction of a Siemens Healthineers Share in XETRA trading (or a comparable successor system) by more than 10% nor fall below such market price by more than 20%.
The credit institution is further obligated to comply with the trading conditions of Art. 3 Delegated Regulation (EU) No. 2016/1052 (hereinafter also referred to as "Buyback Regulation"). According to the Buyback Regulation, inter alia, no purchase price may be paid which exceeds the price of the last independent trade or the highest independent bid placed at the time of the purchase on the stock exchange on which the purchase is carried out, the higher of the two values being relevant. Furthermore, pursuant to the Buyback Regulation, no more than 25% of the average daily volume of shares on the stock exchange on which the purchase is carried out may be acquired. The average volume of shares is based on the average daily trade volume of the 20 trading days preceding the specific date of purchase.
The transactions will be announced pursuant to the requirements of Art. 2 para. 3 Buyback Regulation in a detailed and an aggregated form no later than on the seventh trading day after their execution. Furthermore, Siemens Healthineers AG will publish the transactions on its website under https://www.corporate.siemens-healthineers.com/investor-relations/share and ensure that the information will be publicly accessible for a period of at least five years from the day of disclosure.
Munich, October 2020
Siemens Healthineers AG
The Managing Board
03.10.2020 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
|Company:||Siemens Healthineers AG|
|Phone:||+49 800 188 188 5|
|Fax:||+49 9131 844552|
|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1138717|
|End of News||DGAP News Service|