Bond Siemens Finanz GmbH 0% ( XS2049616548 ) in EUR

Siemens Finanz GmbH

100 % ▲

Germany

XS2049616548 ( in EUR )

05/09/2024 - Bond has expired

Prospectus brochure of the bond Siemens Finan.maatschappij NV XS2049616548 in EUR 0%, expired

1 000 EUR

500 000 000 EUR

Siemens Financial Services NV is a Dutch subsidiary of Siemens AG providing financial services to support the sale of Siemens products and solutions.

Siemens Finan.maatschappij NV's EUR 500,000,000 0% bond (XS2049616548), issued in Germany, matured on 05/09/2024 at 100% of face value, with a minimum trading size of EUR 1,000 and a single interest payment.

This document constitutes three base prospectuses for the purposes of article 8(1) of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017, as amended ("Prospectus Regulation"): (i) the base prospectus for Siemens
Aktiengesellschaft in respect of non-equity securities within the meaning of article 2 (c) of the Prospectus Regulation ("Non-Equity
Securities"), (ii) the base prospectus for Siemens Capital Company LLC in respect of Non-Equity Securities and (iii) the base prospectus
for Siemens Financieringsmaatschappij N.V. in respect of Non-Equity Securities (together, "Prospectus").

SIEMENS AKTIENGESELLSCHAFT
(A stock corporation incorporated in the Federal Republic of Germany)
as Issuer of Instruments and as Guarantor for Instruments issued by
Siemens Capital Company LLC and Siemens Financieringsmaatschappij N.V.

SIEMENS CAPITAL COMPANY LLC
(A limited liability company organized under the laws of the State of Delaware, United States of America)
as Issuer of Instruments

SIEMENS FINANCIERINGSMAATSCHAPPIJ N.V.
(A public company with limited liability incorporated in The Netherlands)
as Issuer of Instruments

30,000,000,000
PROGRAMME FOR THE ISSUANCE OF DEBT
INSTRUMENTS

Application has been made to the Luxembourg Stock Exchange for debt instruments issued under the 30,000,000,000 programme for
the issuance of debt instruments ("Instruments" and such programme "Programme") to be listed on the official list of the Luxembourg
Stock Exchange and admitted to trading on the Luxembourg Stock Exchange's regulated market ("Luxembourg Stock Exchange's
Regulated Market"), which is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council
of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU as amended
("MiFID II"). However, Instruments may also be issued under the Programme which are listed and traded on another stock exchange or
which will not be listed and traded on any stock exchange. The minimum denomination of the Instruments issued under the Programme
will be, if in euro, 100,000, or, if in any currency other than euro, in an amount in such other currency at least equivalent to 100,000 at
the time of the issue of the Instruments. The Guarantor has unconditionally and irrevocably guaranteed to Luther
Rechtsanwaltsgesellschaft mbH, acting as trustee for the holders of Instruments, the payment of all amounts due under the Instruments
issued by Siemens Capital Company LLC and Siemens Financieringsmaatschappij N.V.

This Prospectus has been approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg ("CSSF")
in its capacity as competent authority under the Prospectus Regulation and the Luxembourg law of July 16, 2019 relating to prospectuses
for securities (Loi relative aux prospectus pour valeurs mobilières - "Luxembourg Prospectus Law") and will be published in electronic
form on the website of the Luxembourg Stock Exchange (www.bourse.lu).

Prospective investors of the Instruments should in particular refer to Important Notice beginning on page 1 and to Risk Factors in Part B
of this Prospectus.

Arranger

MORGAN STANLEY

Dealers

BARCLAYS
BNP PARIBAS

BOFA SECURITIES
CITIGROUP

COMMERZBANK
CRÉDIT AGRICOLE CIB

CREDIT SUISSE
DEUTSCHE BANK

GOLDMAN SACHS BANK EUROPE SE
HSBC

J.P. MORGAN
MORGAN STANLEY

SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING
UBS INVESTMENT BANK

UNICREDIT

December 9, 2022

RESPONSIBILITY STATEMENT
Each of Siemens Aktiengesellschaft with its registered offices in Munich and Berlin, Germany,
Siemens Capital Company LLC with its registered office in Wilmington, Delaware, USA and Siemens
Financieringsmaatschappij N.V. with its registered office in The Hague, The Netherlands (each an
"Issuer" and together, "Issuers") (in each case in relation to itself and in respect of the Instruments
issued by itself only) and Siemens Aktiengesellschaft in its capacity as guarantor ("Guarantor")
(in relation to itself and the Instruments only) accepts responsibility for the information contained in this
Prospectus provided however that with regard to the information contained in the description of Siemens
Capital Company LLC and Siemens Financieringsmaatschappij N.V. Siemens Aktiengesellschaft only
accepts responsibility regarding the correct reproduction of such information.
The CSSF has only approved this Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such an approval should not
be considered as an endorsement of the Issuers or the Guarantor or the quality of any Instruments that
are the subject of this Prospectus. Neither does the CSSF give any undertaking as to the economic and
financial soundness of the operation or the quality or solvency of the Issuers or the Guarantor pursuant
to article 6(4) Luxembourg Prospectus Law by approving this Prospectus. Investors should make their
own assessment as to the suitability of investing in the Instruments.
Each of the Issuers declares that, to the best of its knowledge, the information contained in this
Prospectus, for which it is responsible, is in accordance with the facts and that this Prospectus makes
no omission likely to affect the import of such information.
IMPORTANT NOTICE
Prospectus
This Prospectus is to be read and construed together with any supplement(s) thereto and with any
other documents incorporated by reference herein. Full information on the Issuers and any Tranches
(as defined herein) of Instruments, is only available on the basis of the combination of this Prospectus
and the Final Terms (as defined herein) relating to such Tranche. For the avoidance of doubt, the
information on any website referred to in this Prospectus except for the information on the website
www.bourse.lu in the context of the documents incorporated by reference, does not form part of this
Prospectus and has not been scrutinized or approved by the CSSF.
Exclusiveness
No person has been authorized to give any information or to make any representation which is not
contained in or not consistent with this Prospectus or any information supplied by the relevant Issuer in
connection with the Programme and, if given or made, such information or representation should not be
relied upon as having been authorized by or on behalf of the Issuers, the Guarantor, the Dealers (as
defined below) or any of them.
No Responsibility of the Dealers
The arranger and the dealers (including any further dealer appointed according to the dealership
agreement relating to the Programme dated December 9, 2022 ("Dealers")) to the extent permitted by
the laws of any relevant jurisdiction do not accept any responsibility as to the accuracy or completeness
of the information contained in this Prospectus.
Non-Significance of Delivery
This Prospectus is valid until its expiration on December 9, 2023. There is no obligation to
supplement this Prospectus in the event of significant new factors, material mistakes or material
inaccuracies when this Prospectus is no longer valid. This Prospectus and any supplement(s) thereto
as well as any Final Terms reflect the status as of their respective dates of issue.
Neither the delivery of this Prospectus or any Final Terms nor the offering, sale or delivery of any
Instrument, in any circumstances, creates any implication that the information contained in such
documents is accurate and complete subsequent to their respective dates of issue or that there has
been no adverse change in the financial situation of any of the Issuers or the Guarantor since such date
or, that any other information supplied in connection with the Programme is accurate at any time
subsequent to the date indicated in the document containing the same.
1

Restriction on Distribution, Offer and Sale
Law may restrict the distribution of this Prospectus, any supplement(s) thereto and any Final Terms
and the offering, sale and delivery of the Instruments in certain jurisdictions. Persons into whose
possession this Prospectus, any supplement(s) thereto or any Final Terms fal , are required to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers,
sales and deliveries of Instruments and on the distribution of this Prospectus, any supplement(s) thereto
or any Final Terms and other offering material relating to the Instruments, see "Part H: Subscription and
Sale".
Neither the Instruments nor the SCC Guarantee (as defined herein) nor the SFM Guarantee
(as defined herein) have been, or will be, registered under the United States Securities Act of 1933, as
amended ("Securities Act"), or with any securities regulatory authority of any state or other jurisdiction
of the United States and are being sold pursuant to an exemption from the registration requirements of
the Securities Act. The Instruments may include Instruments in bearer form that are subject to U.S. Tax
Law requirements. Accordingly, the Instruments are being offered and sold only outside the United
States of America to non-U.S. persons (as such term is defined in Regulation S under the Securities Act
("Regulation S")) in reliance on Regulation S. For further details, see "Part H: Subscription and Sale".
The Instruments have not been approved or disapproved by the United States Commodity Futures
Trading Commission, by the United States Securities and Exchange Commission or any state securities
commission in the United States of America nor has the Securities and Exchange Commission or any
state securities commission in the United States of America passed upon the accuracy or the adequacy
of this Prospectus. Any representation to the contrary is a criminal offense in the United States of
America.
IMPORTANT EEA RETAIL INVESTORS - If the relevant Final Terms in respect of any
Instruments include a legend entitled "Prohibition of Sales to EEA Retail Investors", the Instruments are
not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area ("EEA"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(11) of article 4(1) MiFID II; or (i ) a customer within the meaning of Directive (EU) 2016/97 as amended
("IDD"), where that customer would not qualify as a professional client as defined in point (10) of article
4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014
as amended (the "PRIIPs Regulation") for offering or selling the Instruments or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the
Instruments or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS - If the relevant Final Terms in respect of any Instruments
include a legend entitled "Prohibition of Sales to UK Retail Investors", the Instruments are not intended
to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means
a person who is one (or more) of: (i) a retail client, as defined in point (8) of article 2 of Regulation (EU)
No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets
Act 2000, as amended ("FSMA") and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in
point (8) of article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it
forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling
the Instruments or otherwise making them available to retail investors in the UK has been prepared and
therefore offering or sel ing the Instruments or otherwise making them available to any retail investor in
the UK may be unlawful under the UK PRIIPs Regulation.
Neither this Prospectus nor any supplement(s) thereto nor any Final Terms may be used
for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or to any person to whom it is unlawful to make such an offer or
solicitation.
2

Floating Rate Instruments and Benchmarks
Interest amounts payable on Instruments with a fluctuating rate of interest wil be calculated by
reference to a specific benchmark which will be provided by an administrator.
As at the date of this Prospectus, the specific benchmark applicable to an issue of instruments
with a floating rate of interest ("Floating Rate Instruments") has not yet been determined. However,
interest amounts payable under Floating Rate Instruments may be calculated by reference to (i) Euro
Interbank Offered Rate ("EURIBOR") which is provided by the European Money Markets Institute
("EMMI"), (i ) the Secured Overnight Financing Rate ("SOFR"), which is currently provided by the Federal
Reserve Bank of New York ("FRBNY"), (i i) Australian Dollar Bank bill Swap Rate (AUD-BBR-BBSW)
which is provided by ASX Benchmarks Limited ("ASX"), (iv) Canadian Dol ar Offered Rate (CDOR)
which is provided by Refinitiv Benchmark Services (UK) Ltd ("RBSL") or (v) the Sterling Overnight Index
Average ("SONIA"), which is currently provided by the Bank of England ("BoE"). As at the date of this
Prospectus, ASX, EMMI, IBA and RBSL appear on the register (the "ESMA Register") of administrators
and benchmarks established and maintained by the European Securities and Markets Authority
("ESMA") pursuant to article 36 of the Regulation (EU) 2016/1011 of the European Parliament and of
the Council of June 8, 2016 on indices used as benchmarks in financial instruments and financial
contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and
2014/17/EU and Regulation (EU) No 596/2014, as amended (the "Benchmark Regulation"). As far as
the Issuers are aware, FRBNY and BoE do not fal within the scope of the Benchmark Regulation and
are not currently required to obtain authorization or registration (or, if located outside the European
Union or the UK, recognition, endorsement or equivalence).
The Final Terms wil specify the name of the specific benchmark and the relevant administrator. In
such case the Final Terms wil further specify if the relevant administrator is included in the ESMA
Register or whether the provisions of the Benchmark Regulation apply.
Stabilization
In connection with the issue of any Tranche of Instruments, the Dealer or Dealers (if any) named
as stabilization managers ("Stabilization Managers") (or persons acting on behalf of any Stabilization
Manager(s)) in the applicable Final Terms may over-allot Instruments or effect transactions with a view
to supporting the market price of the Instruments at a level higher than that which might otherwise
prevail. However, stabilization may not necessarily occur. Any stabilization action may begin on or after
the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of
Instruments is made and, if begun, may cease at any time, but it must end no later than the earlier of 30
days after the issue date of the relevant Tranche of Instruments and 60 days after the date of the
allotment of the relevant Tranche of Instruments. Any stabilization action or over-allotment must be
conducted by the relevant Stabilization Manager(s) (or (any) person(s) acting on behalf of any
Stabilization Manager(s)) in accordance with all applicable laws and regulations.
Each of the Issuers and the Guarantor might also conduct either itself or through third parties
stabilization action or over-allotment in accordance with all applicable laws and rules.
Exclusion
Neither this Prospectus nor any supplement(s) thereto nor any Final Terms constitute an offer or
an invitation to subscribe for or purchase any Instruments and must not be considered as a
recommendation by the Issuers or the Guarantor that any recipient of this Prospectus, any
supplement(s) thereto or any Final Terms should subscribe for or purchase any Instruments. Each
recipient of this Prospectus, any supplement(s) thereto or any Final Terms shall be obligated to make
its own investigation and appraisal of the condition (financial or otherwise) of the Issuers and the
Guarantor.
3

Responsibility of the investor
Prospective investors should careful y consider, among other things, the factors described in
"Part B: Risk Factors" which identify certain risks inherent in investing in Instruments and in regard to
the respective Issuer and/or the Guarantor.
However, each prospective investor of Instruments must determine, based on its own independent
review and such professional advice as it deems appropriate under the circumstances, that its
acquisition of the Instruments is fully consistent with its (or if it is acquiring the Instruments in a fiduciary
capacity, the beneficiary's) financial needs, objectives and condition, complies and is ful y consistent
with al investment policies, guidelines and restrictions applicable to it (whether acquiring the Instruments
as principal or in a fiduciary capacity) and is a fit, proper and suitable investment for it (or if it is acquiring
the Instruments in a fiduciary capacity, for the beneficiary), notwithstanding al of the risks inherent in
investing in or holding the Instruments.
None of the Issuers or the Guarantor has or assumes responsibility for the lawfulness of the
acquisition of the Instruments by a prospective investor of the Instruments, whether under the laws of
the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance
by that prospective investor with any law, regulation or regulatory policy applicable to it.
References to "", "EUR", "Euro" and "euro"
In this Prospectus all references to "", "EUR", "Euro" and "euro" are to the single currency of the
participating Member States within the European Union.
Controlling Language
The language of this Prospectus is English. The English language translations of the German
language sets of Terms and Conditions of the Instruments set forth below ("Terms and Conditions"),
the Final Terms and the guarantee for Instruments issued by Siemens Capital Company LLC and the
guarantee for Instruments issued by Siemens Financieringsmaatschappij N.V. (together "Guarantees")
are shown in this Prospectus for convenience only. As to form and content and all rights and obligations
of the holders of Instruments and the Issuers under the Instruments to be issued and, in respect of any
Guarantee, as to form and content, and all rights and obligations of the holders of Instruments, the
Trustee and the Guarantor thereunder, German is always the controlling legal y binding language.
FORWARD-LOOKING-STATEMENTS
This Prospectus and the Documents Incorporated by Reference may contain statements related
to the Issuers' and/or the Siemens Group's (as defined herein) future business and financial
performance and future events or developments involving an Issuer/the Issuers/the Siemens Group that
may constitute forward-looking statements. These statements may be identified by words such as
"expect", "look forward to", "anticipate", "intend", "plan", "believe", "seek", "estimate", "will," "project" or
words of similar meaning. Such statements are based on the current expectations and certain
assumptions of each of the Issuers' management, of which many are beyond the Issuers' control. These
are subject to a number of risks, uncertainties and factors. Further information about risks and
uncertainties affecting the Issuers and/or the Siemens Group is included in Part B "Risk Factors" and
Part E "Description of the Issuers". Accordingly, investors are strongly advised to read the fol owing
sections of this Prospectus: Part B "Risk Factors" and Part E "Description of the Issuers".
Should one or more of these risks or uncertainties materialize, events of force majeure, such as
pandemics, occur or should underlying expectations including future events occur at a later date or not
at all or assumptions prove incorrect, actual results, performance or achievements of each of the Issuers
and/or the Siemens Group may (negatively or positively) vary materially from those described explicitly
or implicitly in the relevant forward-looking statement. None of the Issuers neither intends, nor assumes
any obligation, to update or revise these forward-looking statements in light of developments which differ
from those anticipated.
4

TABLE OF CONTENTS

Page

Page

3. Form of Final Terms .......................... 202
PART A: GENERAL DESCRIPTION OF
4. Use of Proceeds ................................ 223
THE PROGRAMME ........................................ 6
PART D: GUARANTEES ............................ 224
PART B: RISK FACTORS ............................... 9
1. Guarantee for Instruments issued
1. Risks relating to Siemens
by Siemens Capital Company LLC ... 224
Aktiengesel schaft .................................. 9
2. Guarantee for Instruments issued
2. Risks relating to Siemens Capital
by Siemens
Company LLC ...................................... 16
Financieringsmaatschappij N.V. ........ 232
3. Risks relating to Siemens
Financieringsmaatschappij N.V. .......... 16
PART E: DESCRIPTION OF THE
4. Risks relating to the Instruments .......... 17
ISSUERS .................................................... 239
1. Description of Siemens
PART C: TERMS AND CONDITIONS
Aktiengesel schaft ............................. 239
OF THE INSTRUMENTS AND
2. Description of Siemens Capital
RELATED DOCUMENTS .............................. 26
Company LLC ................................... 248
1. Emissionsbedingungen der
3. Description of Siemens
Schuldverschreibungen (German
Financieringsmaatschappij N.V. ........ 252
Terms and Conditions of the
Instruments) ......................................... 26
PART F: TAXATION ................................... 255
1.1. OPTION I: Emissionsbedingungen
für Schuldverschreibungen mit fester
PART G: DESCRIPTION OF THE
Verzinsung ...................................... 27
TRUSTEE ................................................... 256
1.2. OPTION II: Emissionsbedingungen
für Schuldverschreibungen mit
PART H: SUBSCRIPTION AND SALE ....... 257
variabler Verzinsung ....................... 52
1.3. OPTION III: Emissionsbedingungen
PART I: GENERAL INFORMATION ........... 261
für mit nachhaltigkeitsbezogenen
1. Interests of Natural and Legal
Kennzahlen verknüpfte
Persons involved in the
Schuldverschreibungen .................. 89
Issue/Offer ......................................... 261
2. Terms and Conditions of the
2. Listing and Admission to Trading ...... 261
Instruments (English Translation) ...... 118
3. Authorization...................................... 261
2.1 OPTION I: Terms and Conditions
4. Method to determine the yield ........... 262
that apply to Instruments with fixed
5. Clearing Systems .............................. 262
interest rates ................................. 119
6. Rating Agencies ................................ 262
2.2 OPTION II: Terms and Conditions
7. Documents Available for
that apply to Instruments with floating
Inspection .......................................... 262
interest rates ................................. 142
2.3 OPTION III: Terms and Conditions
PART J: DOCUMENTS
that apply to Instruments linked to
INCORPORATED BY REFERENCE .......... 263
sustainability-related key performance
indicators ....................................... 176
PART K: NAMES AND ADDRESSES ........ 266
5

PART A: GENERAL DESCRIPTION OF THE PROGRAMME
I.
General
Under the Programme Siemens Aktiengesel schaft, Siemens Capital Company LLC and Siemens
Financieringsmaatschappij N.V. may from time to time issue Instruments to one or more of the fol owing
Dealers: Morgan Stanley Europe SE, Barclays Bank Ireland PLC, BNP Paribas, BofA Securities Europe
SA, Citigroup Global Markets Europe AG, Commerzbank Aktiengesellschaft, Crédit Agricole Corporate
and Investment Bank, Credit Suisse Bank (Europe), S.A., Deutsche Bank Aktiengesellschaft, Goldman
Sachs Bank Europe SE, HSBC Continental Europe, J.P. Morgan SE, Société Générale, UBS AG
London Branch and UniCredit Bank AG and any additional Dealer appointed under the Programme from
time to time by the Issuer(s) and the Guarantor either generally in respect of the Programme, or in
relation to a particular Tranche of Instruments. The Issuers may also directly sell Instruments to third
parties who are not Dealers.
Morgan Stanley Europe SE acts as arranger in respect of the Programme ("Arranger").
The maximum aggregate principal amount of the Instruments outstanding at any one time under
the Programme wil not exceed 30,000,000,000 (or its equivalent in any other currency). The maximum
aggregate principal amount of Instruments, which may be outstanding under the Programme, may be
increased from time to time, as agreed between the Issuers, the Guarantor and the Dealers appointed
generally in respect of the Programme.
The
Guarantor
has
unconditional y
and
irrevocably
guaranteed
to
Luther
Rechtsanwaltsgesellschaft mbH, acting as Trustee for the holders of Instruments, the payment of all
amounts due under the Instruments issued by Siemens Capital Company LLC ("SCC") and Siemens
Financieringsmaatschappij N.V. ("SFM").
Instruments will be issued in tranches, each tranche in itself consisting of Instruments, which are
identical in al respects ("Tranche"). One or more Tranches, which are (i) expressed to be consolidated
and forming a single series and (ii) identical in all respects, but having different issue dates, interest
commencement dates and/or issue prices may form series ("Series") of Instruments. Each Issuer
reserves the right to issue from time to time without the consent of the holders of Instruments additional
Instruments with identical terms (except for the issue date, the interest commencement date, the first
interest payment date and /or the issue price as the case may be), so that these additional Instruments
form one Series with the Instruments.
Instruments are issued in bearer form only. Instruments issued by Siemens Capital Company LLC
will only be in registered form for U.S. federal income tax purposes.
Instruments will be issued in such denominations as may be agreed between the relevant Issuer
and the relevant Dealer(s) and/or a third party and as indicated in the applicable final terms
("Final Terms") save that the minimum denomination of the Instruments will be, if in Euro, 100,000,
and, if in any currency other than Euro, an amount in such other currency of at least 100,000 at the
time of the issue of Instruments. Subject to any applicable legal and/or regulatory restrictions, and/or
requirements of the relevant competent central bank, Instruments may be issued in Euro or any other
currency. The Instruments will be freely transferable.
Instruments wil be issued with a maturity of twelve months or more.
The term of the Instruments taking into account the applicable legal and/or regulatory restrictions,
and/or the requirements of the relevant competent central bank wil be specified in the applicable Final
Terms.
Instruments may be issued at an issue price, which is at par or at a discount to, or premium over,
par, as stated in the relevant Final Terms.
Application has been made to the Luxembourg Stock Exchange for Instruments issued under this
Programme to be admitted to trading on the Luxembourg Stock Exchange's Regulated Market and to
be listed on the official list of the Luxembourg Stock Exchange. Instruments may further be issued under
the Programme, which wil be listed and traded on another stock exchange or which wil not be listed on
any stock exchange.

6

Instruments may be cleared through one or more Clearing Systems as specified in the applicable
Final Terms. These systems will comprise those operated by Clearstream Banking AG, Frankfurt am
Main ("CBF"), Clearstream Banking S.A., Luxembourg ("CBL") and Euroclear Bank SA/NV, Brussels
("Euroclear").
Deutsche Bank Aktiengesellschaft will act as fiscal agent and paying agent.
II.
General description of the sustainability-linked financing framework
Siemens intends to publish on its website (www.siemens.com) a "Sustainability-Linked Financing
Framework" (the "Framework") which is aligned with the Sustainability Linked Bond Principles
(SLBP 2020) ("SLBP")1 administered by the International Capital Market Association ("ICMA") and to
receive a second party opinion (the "Second Party Opinion"), assessing the Framework's alignment
with the SLBPs.
The Framework will describe sustainability related key performance indicators ("Key Performance
Indicator(s)" or "KPI"). This Programme al ows for the issuance of instruments with sustainability
features ("Sustainability-Linked Instruments"). The Terms and Conditions of such Sustainability-
Linked Instruments will contain provisions to the effect that the rate of interest and/or redemption amount
of such Sustainability-Linked Instruments is increased if certain sustainability performance targets
("Sustainability Performance Targets" ("SPT")) are not met by a specific date.
The KPI(s), the relevant SPT(s) and the date by which they are to be met in respect of each series
of Sustainability-Linked Instruments will be defined in the relevant Terms and Conditions.
Siemens annually publishes a Sustainability Report (as defined in the relevant Terms and
Conditions). Such Sustainability Report will contain information on the KPI(s) and whether the KPI(s)
and/or the relevant SPT(s) have been adjusted. The Sustainability Report will, thus, contain the
information to establish whether interest and/or redemption amount of the Sustainability-Linked
Instruments will be increased in accordance with the relevant Terms and Conditions. The Sustainability
Report will be subject to a limited assurance report by the External Verifier as defined in the relevant
Terms and Conditions ("Limited Assurance Report"). Any Limited Assurance Report wil be published
as a part of the Sustainability Report on the Siemens website (www.siemens.com).
None of the Framework, the Second Party Opinion or the Sustainability Report including the
Limited Assurance Report form part of this Prospectus and are not incorporated by reference into this
Prospectus.
III. Issue Procedures
General
The relevant Issuer and the relevant Dealer(s) or a third party not being a Dealer will agree on the
terms and conditions applicable to each particular Tranche of Instruments ("Conditions"). The
Conditions will be constituted by the relevant set of Terms and Conditions as further specified by the
Final Terms ("Final Terms") as described below.
Options for sets of Terms and Conditions
A separate set of Terms and Conditions applies to each type of Instruments, as set forth below.
The Final Terms provide for the relevant Issuer to choose between the fol owing Options:
·
Option I Terms and Conditions for Instruments with fixed interest rates
·
Option II Terms and Conditions for Instruments with floating interest rates
·
Option III Terms and Conditions for Instruments linked to sustainability-related key
performance indicators

1 https://www.icmagroup.org/assets/documents/Regulatory/Green-Bonds/June-2020/Sustainability-Linked-Bond-Principles-June-2020-
171120.pdf

7

Documentation of the Conditions
The relevant Issuer may document the Conditions of an individual issue of Instruments in either of the
fol owing ways:
·
The Final Terms shall be completed as set out therein. The Final Terms shal determine
which of the Option I, Option II or Option III, including certain further options contained
therein, respectively, shall be applicable to the individual issue of Instruments by replicating
the relevant provisions and completing the relevant placeholders of the relevant set of Terms
and Conditions as set out in this Prospectus in the Final Terms. The replicated and completed
provisions of the set of Terms and Conditions alone shall constitute the Conditions, which
will be attached to each global Instrument representing the Instruments of the relevant
Tranche.
·
Alternatively, the Final Terms shal determine which of Option I, Option II or Option III and of
the respective further options contained in each of Option I, Option II or Option III are
applicable to the individual issue by referring to the relevant provisions of the relevant set of
Terms and Conditions as set out in this Prospectus only. The Final Terms will specify that
the provisions of the Final Terms and the relevant set of Terms and Conditions as set out in
this Prospectus, taken together, shal constitute the Conditions. Each global Instrument
representing a particular Tranche of Instruments will have the Final Terms and the relevant
set of Terms and Conditions as set out in this Prospectus attached.
Determination of Options / Completion of Placeholders
The Final Terms shal determine which of Option I, Option II or Option III shall be applicable to the
individual issue of Instruments. Each of the sets of Terms and Conditions of Option I, Option II or
Option III contains also certain further options (characterized by indicating the respective optional
provision through instructions and explanatory notes set out either on the left of or in square brackets
within the text of the relevant set of Terms and Conditions as set out in this Prospectus) as wel as
placeholders (characterized by square brackets which include the relevant items) which wil be
determined by the Final Terms as follows:
Determination of Options: The relevant Issuer wil determine which options wil be applicable to
the individual issue either by replicating the relevant provisions in the Final Terms or by reference of the
Final Terms to the respective sections of the relevant set of Terms and Conditions as set out in this
Prospectus. If the Final Terms do not refer to an alternative or optional provision or such alternative or
optional provision is not replicated therein, it shal be deemed to be deleted from the Conditions.
Completion of Placeholders: The Final Terms wil specify the information with which the
placeholders in the relevant set of Terms and Conditions will be completed. In the case the provisions
of the Final Terms and the relevant set of Terms and Conditions, taken together, shal constitute the
Conditions the relevant set of Terms and Conditions shall be deemed to be completed by the information
contained in the Final Terms as if such information were inserted in the placeholders of such provisions.
Al instructions and explanatory notes and text set out in square brackets in the relevant set of Terms
and Conditions and any footnotes and explanatory text in the Final Terms wil be deemed to be deleted from
the Conditions.
Controlling Language
German will be the controlling language of the respective Conditions.

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PART B: RISK FACTORS
Prospective investors should read the entire Prospectus, any supplement(s) thereto and the
Documents Incorporated by Reference (as defined herein). Words and expressions defined in the
"Terms and Conditions of the Instruments" below or elsewhere in this Prospectus have the same
meanings in this section. Investing in the Instruments involves certain risks. Prospective investors should
consider, amongst others, the fol owing:
The following is a disclosure of material risks which are specific to the Issuers and, if applicable,
to the Guarantor and that may affect each of the Issuers' ability to fulfill its respective obligations under
the Instruments and, if applicable, the Guarantor's ability to fulfil its obligations under the Guarantees
and to the Instruments in order to assess the market risk associated with these Instruments.
Prospective investors should consider these risk factors before deciding to purchase any
Instruments. Prospective investors should consider all information provided in this Prospectus, any
supplement(s) thereto and the Documents Incorporated by Reference and consult with their own
professional advisors (including their financial, accounting, legal and tax advisors) if they consider it
necessary. In addition, investors should be aware that the risks described may combine and thus
intensify one another.
Each prospective investor in the Instruments must further determine the suitability of that
investment in light of its own (or if it is acquiring the Instruments in a fiduciary capacity the beneficiary's)
circumstances. In particular, each prospective investor and if it is acquiring the Instruments in a fiduciary
capacity the beneficiary (either alone or with a financial advisor) should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant
Instruments, the merits and risks of investing in the relevant Instruments and the information contained
or incorporated by reference in this Prospectus or any applicable supplement;
(i ) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Instruments
and the impact the Instruments wil have on its overal investment portfolio;
(i i) have sufficient financial resources and liquidity to bear al of the risks of an investment in the
relevant Instruments, including where principal or interest is payable in one or more currencies, or where
the currency for principal or interest payments is different from the prospective investor's currency;
(iv) understand thoroughly the terms of the relevant Instruments and be familiar with the behavior
of any relevant indices and financial markets; and
(v) be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
1.
Risks relating to Siemens Aktiengesellschaft
In this section references to "we", "us", "our", the "Company" or "Siemens", or "Siemens AG" are
to Siemens Aktiengesel schaft and, unless the content otherwise requires, to its consolidated
subsidiaries ("Siemens Group").
Below we describe the risks that could have a material adverse effect on our business situation,
financial condition (including effects on assets, liabilities and cash flows), results of operations and
reputation. The order in which the risks are presented in each of the four categories reflects the currently
estimated relative exposure for Siemens associated with these risks and thus provides an indication of
the risks' current importance to us. Additional risks not known to us or that we currently consider
immaterial may also negatively impact our business objectives and operations. Unless otherwise stated,
the risks described below relate to all our organizational units.

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