Annual Financial Statements NOTE 15 Shareholders’ equity Oct 01, 2022 Retirement of Share buybacks Issuance of treasury Dividend Net income Sep 30, 2023 treasury shares shares under share- for 2022 based payments and employee (in millions of €) share programs Subscribed capital 2,550 (150) K K K K 2,400 Treasury shares (172) 150 (21) 13 K K (30) Issued capital 2,378 (21) 13 K K 2,370 Capital reserve 8,445 150 K 142 K K 8,737 Other retained earnings 6,188 (150) (864) 431 K 950 6,555 Unappropriated net income 3,613 K K (3,362) 3,510 3,760 Shareholders' equity 20,623 K (884) 586 (3,362) 4,460 21,422 Subscribed capital The capital stock of Siemens AG is divided into 800,000,000 registered shares (2022: 850,000,000 registered shares) of no-par value with a notional value of €3.00 per share. Authorized capital As of September 30, 2023, Siemens AG had authorized capital totaling a nominal amount of €600 million, which can be issued in instalments and with different time limits by issuing up to 200 million registered no-par value shares. In detail, there are the following authorizations to increase the capital stock: • By resolution of the Annual Shareholders’ Meeting of February 3, 2021, the Managing Board is authorized to increase the capital stock until February 2, 2026 by up to €90 million through the issuance of up to 30 million Siemens shares against contributions in cash (Authorized Capital 2021). Subscription rights of existing shareholders are excluded. The new shares may exclusively be offered to employees of Siemens AG and its affiliated companies (employee shares). To the extent permitted by law, employee shares may also be issued in such a manner that the contribution to be paid on such shares is covered by that part of the annual net income which the Managing Board and the Supervisory Board may allocate to other retained earnings under Section 58 para. 2 of the German Stock Corporation Act. • Further, by resolution of the Annual Shareholders’ Meeting of January 30, 2019, the Managing Board is authorized to increase, with the approval of the Supervisory Board, the capital stock until January 29, 2024 by up to €510 million through the issuance of up to 170 million registered no-par value shares against cash contributions and/or contributions in kind (Authorized Capital 2019). Under certain conditions, the Managing Board is authorized, with the consent of the Supervisory Board, to exclude shareholders' subscription rights in the event of issue against contributions in kind. In the case of issue against cash payment, the shares are generally to be offered to shareholders for subscription. However, the Managing Board is authorized, with the consent of the Supervisory Board, to exclude subscription rights, firstly for any fractional amounts, secondly, to grant dilution compensation in connection with convertible bonds or bonds with warrants already issued, and thirdly, under certain further conditions, if the issue price of the new shares does not fall significantly below the stock exchange price of the Company's already listed shares. Treasury shares The following table presents the development of treasury shares: Fiscal year (in number of shares) 2023 Treasury shares, beginning of fiscal year 57,454,171 Retirement of treasury shares (50,000,000) Share buyback 6,853,091 Issuance under share-based payments and employee share programs (4,227,344) Treasury shares, end of fiscal year 10,079,918 Siemens AG held 10,079,918 treasury shares, equaling a nominal amount of €30 million, representing 1.3% of the capital stock. On June 24, 2021, Siemens announced a share buyback with a volume of up to €3 billion in the period from the beginning of fiscal 2022 to 2026. The share buyback, which began on November 15, 2021 and will run no longer than until September 15, 2026, is executed based on the authorizations granted by the Annual Shareholders’ Meeting on February 5, 2020. In addition to the dividend policy, the share buyback is intended to allow shareholders to continuously participate in the success of the Company. In fiscal 2023, Siemens AG repurchased a total of 6,853,091 treasury shares under this buyback program. This represented a nominal amount of €21 million or 0.9% of capital stock. In the current reporting period, €884 million (excluding incidental transaction charges) were spent for this purpose; this represents a weighted average stock price of €129.04 per share. The purchases were made in the reporting period on 248 Xetra trading days and were carried out by a bank that had been commissioned by Siemens AG; the shares were purchased exclusively on the electronic trading platform of the Frankfurt Stock Exchange (Xetra). The average volume on these trading days was about 27,633 shares. 11
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