Obligation Siemenson 0% ( XS2093242373 ) en EUR

Siemenson

100 % ▼

Allemagne

XS2093242373 ( en EUR )

17/12/2021 - Obligation échue

Prospectus brochure de l'obligation Siemens XS2093242373 en EUR 0%, échue

100 000 EUR

1 250 000 000 EUR

Siemens est une société multinationale allemande spécialisée dans l'ingénierie électrique, l'énergie, l'automatisation industrielle, les infrastructures, le transport et la santé.

L'Obligation émise par Siemenson ( Allemagne ) , en EUR, avec le code ISIN XS2093242373, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 17/12/2021

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 ("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

25,000,000,000
PROGRAMME FOR THE ISSUANCE OF DEBT
INSTRUMENTS

Application has been made to the Luxembourg Stock Exchange for debt instruments issued under the 25,000,000,000 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 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.

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

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). Each Issuer has requested the CSSF to provide the competent
authorities in the Federal Republic of Germany ("Germany"), The Netherlands and the Republic of Austria with a certificate of approval
attesting that this Prospectus has been drawn up in accordance with the Luxembourg Prospectus Law ("Notification"). Each Issuer may
request the CSSF to provide competent authorities in additional Member States within the European Economic Area ("EEA") with a
Notification.

Arranger

MORGAN STANLEY

Dealers

BARCLAYS
BNP PARIBAS

BofA SECURITIES
COMMERZBANK

CREDIT SUISSE

DEUTSCHE BANK

GOLDMAN SACHS INTERNATIONAL

J.P. MORGAN

MORGAN STANLEY

UBS INVESTMENT BANK

December 10, 2019

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 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 scrutinised 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 10, 2019 ("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 10, 2020. 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 I: Subscription and
Sale".
Neither the Instruments nor the SCC Guarantee (as defined herein) nor the SFM Guarantee (as
defined herein) have been, or wil 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 I: Subscription and Sale".
The Instruments have not been approved or disapproved by the United States Commodity Futures
Trading Commision, 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 must not be offered, sold or otherwise
made available to any retail investor in the 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; (ii) a customer
within the meaning of Directive 2016/97/EU 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; or (i i) not a qualified investor
as defined in the Prospectus Regulation. Consequently no key information document required by
Regulation (EU) No 1286/2014 as amended ("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.
If the relevant Final Terms in respect of any Instruments specify "Prohibition of Sales to EEA Retail
Investors" as "Not applicable", except to the extent sub-paragraph (ii) below may apply, any offer of
Instruments in any Member State of the EEA wil be made pursuant to an exemption under the
Prospectus Regulation from the requirement to publish a prospectus for offers of Instruments.
Accordingly, any person, making or intending to make an offer in that Member State of Instruments
which are the subject of an offering or placement contemplated in this Prospectus as completed by Final
Terms in relation to the offer of those Instruments may only do so (i) in circumstances in which no
obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to article 3 of the
Prospectus Regulation or supplement a prospectus pursuant to article 23 of the Prospectus Regulation,
in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the
competent authority in that Member State or, where appropriate, approved in another Member State
and notified to the competent authority in that Member State and (in either case) published, al in
accordance with the Prospectus Regulation, provided that any such prospectus has subsequently been
completed by Final Terms which specify that offers may be made other than pursuant to article 1(4) of
the Prospectus Regulation in that Member State, such offer is made in the period beginning and ending
on the dates specified for such purpose in such prospectus or Final Terms, as applicable, and the Issuer
has consented in writing to the use of such prospectus for the purpose of such offer. Except to the extent
sub-paragraph (ii) above may apply, neither the Issuers nor the Guarantor nor any Dealer have
authorized, nor do they authorize, the making of any offer of Instruments in circumstances in which an
obligation arises for the Issuers or the Guarantor or any Dealer to publish or supplement a prospectus
for such offer.
Each Dealer and/or each financial intermediary subsequently resel ing or final y placing
Instruments may only use this Prospectus as set out in "Consent to the use of the Prospectus" below.
2

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.
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 ) London Interbank Offered Rate ("LIBOR") which is provided by the ICE Benchmark
Administration Limited ("IBA"), (i i) Australian Dol ar 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"), (v) the Sterling Overnight Index Average
("SONIA"), which is currently provided by the Bank of England ("BoE") or (vi) the Secured Overnight
Financing Rate ("SOFR"), which is currently provided by the Federal Reserve Bank of New York
("FRBNY"). 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 (the "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 (the "Benchmark
Regulation"). As far as the Issuers are aware, BoE and FRBNY do not fall within the scope of the
Benchmark Regulation and are not currently required to obtain authorization or registration (or, if located
outside the European Union, 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 Benchmarks Regulation apply.
Stabilization
In connection with the issue of any Tranche of Instruments, the Dealer or Dealers (if any) named
as stabilizing managers ("Stabilizing Managers") (or persons acting on behalf of any Stabilizing
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 Stabilizing Manager(s) (or (any) person(s) acting on behalf of any Stabilizing
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 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 F "Description of the Issuers".
Accordingly, investors are strongly advised to read the following sections of this Prospectus: Part B "Risk
Factors" and Part F "Description of the Issuers".
Should one or more of these risks or uncertainties materialize or should underlying expectations
including future events occur at a later date or not at al or assumptions prove incorrect, actual results,
performance or achievements of each of the Issuer 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 intends nor assumes any obligation, except as required by law, to update
or revise these forward-looking statements in light of developments which differ from those anticipated.
4

TABLE OF CONTENTS

Page

Page

1. Guarantee for Instruments issued
PART A: GENERAL DESCRIPTION OF
by Siemens Capital Company LLC ... 162
THE PROGRAMME ........................................ 6
2. Guarantee for Instruments issued
by Siemens
PART B: RISK FACTORS ............................... 9
Financieringsmaatschappij N.V. ........ 170
1. Risk Factors relating to Siemens
Aktiengesel schaft .................................. 9
PART F: DESCRIPTION OF THE
2. Risk Factors relating to Siemens
ISSUERS .................................................... 177
Capital Company LLC .......................... 15
1. Description of Siemens
3. Risk Factors relating to Siemens
Aktiengesel schaft ............................. 177
Financieringsmaatschappij N.V. .......... 15
2. Description of Siemens Capital
4. Risk Factors relating to the
Company LLC ................................... 188
Instruments .......................................... 16
3. Description of Siemens
Financieringsmaatschappij N.V. ........ 192
PART C: CONSENT TO THE USE OF
THE PROSPECTUS ...................................... 21
PART G: TAXATION................................... 195
PART D: TERMS AND CONDITIONS
PART H: DESCRIPTION OF THE
OF THE INSTRUMENTS AND
TRUSTEE ................................................... 196
RELATED DOCUMENTS .............................. 22
1. Emissionsbedingungen der
PART I: SUBSCRIPTION AND SALE ........ 197
Schuldverschreibungen (German
Terms and Conditions of the
PART J: GENERAL INFORMATION .......... 201
Instruments) ......................................... 22
1. Interests of Natural and Legal
1.1. OPTION I: Emissionsbedingungen
Persons involved in the
für Schuldverschreibungen mit fester
Issue/Offer ......................................... 201
Verzinsung ...................................... 23
2. Listing and Admission to Trading ...... 201
1.2. OPTION II: Emissionsbedingungen
3. Authorization...................................... 201
für Schuldverschreibungen mit
4. Method to determine the yield ........... 201
variabler Verzinsung ....................... 47
5. Clearing Systems .............................. 201
2. Terms and Conditions of the
6. Rating Agencies ................................ 202
Instruments (English Translation) ........ 83
7. Documents Available for
2.1 OPTION I: Terms and Conditions
Inspection .......................................... 202
that apply to Instruments with fixed
interest rates ................................... 84
PART K: DOCUMENTS
2.2 OPTION II: Terms and Conditions
INCORPORATED BY REFERENCE .......... 203
that apply to Instruments with floating
interest rates ................................. 106
PART L: NAMES AND ADDRESSES ......... 206
3. Form of Final Terms ........................... 139
4. Use of Proceeds ................................. 161

PART E: GUARANTEES ............................. 162
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 & Co. International plc, Barclays Bank Ireland PLC, Barclays Bank PLC, BNP
Paribas, BofA Securities Europe SA, Commerzbank Aktiengesel schaft, Credit Suisse Securities
(Europe) Limited, Deutsche Bank Aktiengesellschaft, Goldman Sachs International, J.P. Morgan
Securities plc, Merrill Lynch International and UBS AG London Branch 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 sel Instruments to third parties who are not Dealers.
Morgan Stanley & Co. International plc 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 EUR 25,000,000,000 (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 may be distributed by way of public offer or private placements and, in each case, on
a syndicated or non-syndicated basis. The method of distribution of each tranche ("Tranche") will be
stated in the relevant final terms ("Final Terms"). The Instruments may be offered to qualified and non-
qualified investors.
Instruments will be issued in Tranches, each Tranche in itself consisting of Instruments, which are
identical in all respects. One or more Tranches, which are (i) expressed to be consolidated and forming
a single series and (i ) 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 save that
the minimum denomination of the Instruments will be, if in Euro, EUR 1,000, and, if in any currency other
than Euro, an amount in such other currency nearly equivalent to EUR 1,000 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 wil 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

6

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.
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, Clearstream Banking S.A., Luxembourg and Euroclear Bank SA/NV, Brussels.
Deutsche Bank Aktiengesellschaft will act as fiscal agent and paying agent.
II.
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
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 or Option II, 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. This type of documentation of the Conditions will be required where the Instruments
are publicly offered, in whole or in part, or are to be initially distributed, in whole or in part, to
non-qualified investors.
·
Alternatively, the Final Terms shal determine which of Option I or Option II and of the
respective further options contained in each of Option I or Option II 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, shall constitute the Conditions. Each global Instrument representing a
particular Tranche of Instruments wil 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 shall determine which of Option I or Option II shall be applicable to the individual
issue of Instruments. Each of the sets of Terms and Conditions of Option I or Option II 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

7

of Terms and Conditions as set out in this Prospectus) as well as placeholders (characterized by square
brackets which include the relevant items) which will be determined by the Final Terms as fol ows:
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 wil be completed. In the case the provisions of the Final Terms and the relevant
set of Terms and Conditions, taken together, shall 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.
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 following 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.
Strategic risks
Competitive environment: The worldwide markets for our products, solutions and services are
highly competitive in terms of pricing, product and service quality, product development and introduction
time, customer service, financing terms and shifts in market demands. We face strong established
competitors and rising competitors from emerging markets and new industries, which may have a better
cost structure. Some industries in which we operate are undergoing consolidation, which may result in
stronger competition, a change in our relative market position, increase in inventory of finished or work-
in-progress goods or unexpected price erosion. We see a risk, especially in the energy market, that
long-term customer contracts are becoming subject to renegotiation, which might result in less favorable
conditions for Siemens. Furthermore, there is a risk that critical suppliers are taken over by competitors
and a risk that competitors are increasingly offering services to our instal ed base.
Economic, political and geopolitical conditions (macroeconomic environment): We see
increasing uncertainty regarding the global economic outlook. Despite recent relaxation in the U.S.-
Chinese trade conflict, the key risk for the global economic cycle is a further escalation to a ful -fledged
global trade war, with a significant deterioration of global growth. In particular, protectionist measures
taken so far have already caused immense economic damage on global growth. Adverse effects to
confidence and investment activity would severely hit Siemens business. Increasing trade barriers would
negatively impact production costs and productivity along our many value chains. The recent agreement
between the U.K. and the European Union on a revised Withdrawal Agreement lowered risk of a "No-
Deal" Brexit. However, the renewed Article 50 extension of the European Union Treaty is spil ing over
damaging impact on economic activity into fiscal 2020. If the risk of a "No-Deal" Brexit heightens again,
increasing business and consumer uncertainty, particularly in the European Union and the U.K., would
reduce investment activity, and pose risks to financial markets. A further and massive loss of economic
confidence and a prolonged period of reluctance in investment decisions and awarding of new orders
would negatively impact our businesses. We depend on the economic momentum of specific industries,
especial y on continued weakness in the automotive sector, caused by both, cyclical and structural
forces. Further business risk results from an abrupt weakening of Chinese economic growth. A terrorist

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