February 21, 2014 IMPORTANT NOTICE TO PARTICIPANTS IN THE SIEMENS SAVINGS PLAN AND SIEMENS SAVINGS PLAN FOR UNION EMPLOYEES ELIMINATION OF SIEMENS AG STOCK INVESTMENT OPTION As a result of the recent decision by Siemens AG to delist Siemens AG American Depository Receipts ( ADRs ) from the New York Stock Exchange and to deregister with the U.S. Securities and Exchange Commission, Siemens Corporation, as the sponsor of the Siemens Savings Plan and the Siemens Savings Plan for Union Employees ( Savings Plans ), has decided that the Siemens AG Stock investment option will no longer be offered as an investment option under either of the Savings Plans, effective May 15, 2014. In addition, beginning April 1, 2014, no new contributions or transfers of existing balances may be made into the Siemens AG Stock investment option of the Savings Plans. Participants will be permitted to maintain amounts they have invested in the Siemens AG Stock investment option until May 14, 2014, and they can transfer their account balances out of the Siemens AG Stock investment option and into other investment options of the Savings Plans at any time prior to 4 p.m. Eastern Time on May 14, 2014. We encourage participants to review their current investment directions and make any changes they consider appropriate in light of the fact that the Siemens AG Stock investment option will no longer accept new contributions or transfers of existing balances as of April 1, 2014. Any investment directions for new contributions into the Siemens AG Stock investment option of the Savings Plans on or after April 1, 2014 will automatically be directed to the LifeCycle fund of the Savings Plans, based upon the decade in which the participant turns age 65. Attached is a copy of the Qualified Default Investment Alternative Notice for the Savings Plans, which provides information on the LifeCycle funds and automatic investment into those funds. Participants will be permitted to maintain balances that they have in the Siemens AG Stock investment option through May 14, 2014, and can transfer account balances out of the Siemens AG Stock investment option into other investment options of the Savings Plans at any time prior to 4 p.m. Eastern Time on Wednesday, May 14, 2014. Any amounts that a participant does not transfer out of the Siemens AG Stock investment option by 4 p.m. Eastern Time on May 14, 2014 will be cashed out of that investment option. It may take up to 90 days or more following May 14, 2014 to complete this cash out process in an orderly manner. Once the cash out process is completed, the proceeds from the cash out process will automatically be directed to the appropriate LifeCycle fund of the Savings Plans as described above. After this time, participants will be able to transfer these proceeds into other investment options under the Savings Plans. Participants who do not transfer their account balances out of the Siemens AG Stock investment option by May 14, 2014 will not be able to transfer their account balances in the Siemens AG Stock investment option to another investment option in the Savings Plans for up to 90 days or more following May 14, 2014, and these amounts will not be available to participants for loans, withdrawals or distributions during that period. Information regarding any such temporary transaction restrictions (referred to as a blackout period) will be provided at a later date.
Evercore Trust Company, N.A. ( Evercore ) has been retained to act as an independent fiduciary for the Siemens AG Stock investment option of the Savings Plans under the Employee Retirement Income Security Act of 1974, as amended, to assume responsibility for the elimination of the Siemens AG Stock investment option under the Savings Plans. More details about Evercore s role and this notice will be sent to participants as soon as they become available. If you have any questions in the interim, please contact the Siemens Benefits Service Center (SBSC) at 1-800-392-7495. Representatives are available from 10 a.m. until 6 p.m. Eastern Time, Monday through Friday. Representatives at the SBSC can assist you with obtaining information about your current account balances in the Savings Plans, making investment changes in the Savings Plans, and information regarding the Siemens AG Stock investment option or any other investment option of the Savings Plans. You can also obtain this information by visiting the Your Benefits Resources Web site at http://resources.hewitt.com/siemens. This notice constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. The securities represent obligations of Siemens AG (the Registrant ) in accordance with the terms of the Siemens Savings Plan and the Siemens Savings Plan for Union Employees. No person has been authorized by the Registrant to give any information or to make any representations not contained in this document, and any other information or representation not contained herein must not be relied upon as having been so authorized. This document does not constitute an offer of securities in any state or other jurisdiction to any person to whom it is unlawful to make such an offer in such state or other jurisdiction.
PROSPECTUS 21,251,000 American Depositary Shares* (No Par Value) Siemens Aktiengesellschaft THE SIEMENS SAVINGS PLAN This Prospectus covers interests in the Siemens Savings Plan (the Plan ) as well as American Depositary Shares of Siemens AG to be acquired by the depositary on behalf of, or contributed by Siemens AG to, the Plan for the accounts of eligible employees of Siemens Corporation and its affiliated companies and their successors pursuant to the Plan as herein described. *Subject to adjustment in certain events pursuant to Rule 416 under the Securities Act of 1933. THIS DOCUMENT, TOGETHER WITH THE EXHIBITS HERETO, CONSTITUTES A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. No person is authorized to give any information or to make any representations, other than those contained in this document, and any information or representations not contained in the document must not be relied upon as having been authorized. The delivery of this document and any other document constituting part of this document at any time does not imply the information herein or therein is correct as of any time subsequent to the date of such delivery. This document does not constitute an offer to sell or a solicitation of an offer to buy in any circumstances in which such offer or solicitation is unlawful. The document does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this document. The date of this Prospectus is May 1, 2012.
INFORMATION CONCERNING SIEMENS AG Siemens AG ( Siemens ) is a German Aktiengesellschaft with its principal executive offices at Wittelsbacherplatz 2, D-80333 Munich, Germany. The telephone number of said office is 011-49-89-636-00. Siemens American Depositary Shares ( ADSs ) are listed on the New York Stock Exchange. Siemens is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act ), and in accordance therewith files reports and other information with the Securities and Exchange Commission. Such reports and other information can be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission at 100 F Street, N.W., Washington, D.C. 20549 and should also be available for inspection and copying at the regional offices of the Securities and Exchange Commission at 3 World Financial Center, Suite 400, New York, NY, and at 175 W. Jackson Boulevard, Suite 900, Chicago, IL as well as at the New York Stock Exchange, 20 Broad Street, 7 th Floor, New York, NY, on which Siemens securities are listed. Copies of such materials can be obtained online at http://www.sec.gov/edgar.shtml or at prescribed rates from the public reference section of the Securities and Exchange Commission, located at 100 F Street, N.E., Washington, D.C. 20549, telephone 1-800-732-0330. Copies of such materials are also available from the New York Stock Exchange. To access the New York Stock Exchange library you must call Security at 212-656-3000 extension 3035 in advance and leave your name. Additional updating information with respect to the securities covered herein and the Plan may be provided in the future to each employee eligible to participate in the Plan by means of appendices to this Prospectus, or by a separate Summary Plan Description pursuant to the Employee Retirement Income Security Act of 1974, as amended ( ERISA ), and amendments thereto. INCORPORATION BY REFERENCE The Company has filed with the Securities and Exchange Commission under the Securities Act of 1933 (the 1933 Act ), as amended, a Registration Statement on Form S-8 (the Registration Statement ) with respect to 21,251,000 ordinary shares. The following documents have been incorporated by reference into the Registration Statement and this Section 10(a) prospectus and such documents (other than exhibits to such documents) are available without charge, upon the written or oral request of any Plan participant to the Plan administrator. (a) Siemens Annual Report on Form 20-F for the fiscal year ended September 30, 2011 filed with the Commission on November 30, 2011 (the 2011 Form 20-F ) pursuant to the Exchange Act. 2
(b) Siemens Reports on Form 6-K filed with the Commission on December 2, 2011, December 6, 2011, December 23, 2011, January 24, 2012, January 25, 2012, January 30, 2012, February 9, 2012, April 25, 2012 and April 30, 2012. (c) (d) Plan s Annual Report on Form 11-K for the fiscal year ended December 31, 2010, filed with the Commission on June 24, 2011 pursuant to the Exchange Act. The description of the Ordinary Shares contained under the heading Item 10: Additional Information Capital Stock Siemens Registration Statement on Form 20-F/A, filed with the Commission on March 14, 2001, and in Item 10: Additional Information Rights, Preferences and Restrictions Attaching To Our Shares in the 2011 Form 20-F. All appendices provided to participants from time to time for the purpose of updating information in this Prospectus, and to the extent designated therein, certain Reports on Form 6-K and all documents subsequently filed by Siemens or by the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Prospectus and to be part hereof from the date of filing such documents. Any statement contained in a document incorporated by reference in this Prospectus or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein (or in any other subsequently filed document that also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Requests for copies of these documents should be made to the Administrative Committee for Siemens Corporation, 170 Wood Avenue South, Iselin, New Jersey 08830-2770; telephone (732) 321-3100. See Additional Information, Administration. GENERAL The Plan. The full title of the Plan is Siemens Savings Plan (the Plan ). The issuer of the ordinary shares, which underlie the American Depositary Shares ( ADSs ), is Siemens AG ( Siemens ). The first day of trading of the ADSs on the New York Stock Exchange was March 12, 2001. The Plan was adopted by the Board of Directors of Siemens Corporation, a Delaware Corporation, an indirect wholly owned subsidiary of Siemens, (the Company ), effective January 1, 1980. The Plan has been amended from time to time 3
and was most recently amended and restated effective October 1, 2011, to conform to changes in the Internal Revenue Code of 1986, as amended (the Code ), ERISA, and the regulations and rulings thereunder, including to comply with the provisions of the Pension Protection Act of 2006. This Prospectus is only a summary of the principal provisions of the Plan, and as a summary is intended to describe only the general operation of the Plan. This summary does not contain all information set forth in the Plan and is qualified in its entirety by reference to the complete text of the Plan document. Any eligible employee who has any question as to the application of the Plan in particular circumstances should refer to the Plan text or request from the Siemens Benefits Service Center ( SBSC ) an explanation as to the operation of the Plan in those circumstances. The telephone number for the SBSC is 1-800-392-7495 and its address is 4 Overlook Point, Lincolnshire, Illinois 60069. The full written text of the Plan is available to any eligible employee upon request to the Administrative Committee of the Company. In the event of any ambiguity between this summary or any supplemental literature and the Plan text, the provisions of the Plan text (as amended from time to time, including by way of amendments that have retroactive effect) are controlling. Employers. The participating employers whose eligible employees may participate in the Plan are the Company and any affiliated companies (the Affiliated Companies ) that have adopted the Plan and whose participation in the Plan was approved by the Company s Board of Directors. Such Affiliated Companies and their successors (together with the Company, the Employers or individually, the Employer ) who are participating in the Plan as of the date of this Prospectus are listed in Exhibit A to this Prospectus. The Plan is not maintained pursuant to any collective bargaining agreement. The Employers may change from time to time. The information provided in this Prospectus may vary with the respective Employers and other provisions of the Plan may apply to certain groups of employees. These groups are mainly former employees of companies that were acquired by Siemens (or the Company or one of the Affiliated Companies) or members of plans that have been merged into this Plan. For the list of special appendices to the Plan that cover these groups see Exhibit B to this Prospectus. Purpose. The purpose of the Plan is to encourage and assist eligible employees to save part of their income on a regular basis through payroll deductions and salary reduction, supplemented by contributions by the participating Employers. The Plan also permits eligible employees to invest their contributions and Employer Contributions in a Siemens AG Stock Investment Option which tracks the performance of Siemens AG stock, as well as in other investment vehicles. Amendment or Termination. The Company may at any time amend, modify or discontinue all contributions under the Plan or terminate the Plan in whole or in part. Each Employer has the right to take similar actions as to participants who are its employees. However, no amendment of the Plan can (i) increase the duties and
responsibilities of the Trustee or, if applicable, the Insurance Company (see Investment of Contributions ) without its consent, (ii) reduce the benefits of any participant accrued under the Plan prior to the amendment or divert any part of the principal or income of the fund created under the Plan for a purpose other than for the participants and their beneficiaries. If and when there is a complete discontinuance of contributions under the Plan or termination of the Plan, any participants thereunder shall become fully vested and shall not thereafter be the subject of forfeiture. The Plan may be merged into or consolidated with another plan, and its assets or liabilities may be transferred to another plan but only if this does not result in any loss of a participant s benefits. IRS Ruling. The Internal Revenue Service has in the past issued a favorable determination letter advising that the Plan continues to constitute a qualified plan under Section 401(a) of the Code, the latest one being dated April 23, 2008. The amended and restated Plan effective October 1, 2011 was submitted to the Internal Revenue Service for a favorable determination with respect to its continuing qualification under the Code on January 27, 2012. Status Under ERISA. The Plan is intended to constitute a defined contribution plan and is subject to the provisions of ERISA. The benefits under the Plan are not guaranteed by the Federal government s Pension Benefit Guaranty Corporation under Title IV of ERISA because that insurance is not available to defined contribution plans or profit sharing plans such as the Plan. Additional Information, Administration. Participants may obtain additional information about the Plan and its administration from the SBSC. The Plan is administered by the Administrative Committee and the Investment Committee of the Company, both of which are composed of persons who are appointed from time to time by the Company s Board of Directors to manage and administer the Plan. The Administrative Committee is responsible for the administration, interpretation and compliance requirements pertaining to the Plan and is authorized, subject to the provisions of the Plan, to establish such rules for the carrying out of its duties and responsibilities under the Plan. The decisions and actions of the Administrative Committee under the Plan are binding and conclusive upon each Employer and all beneficiaries or persons claiming to be beneficiaries under the Plan. The Administrative Committee has full and exclusive discretionary authority under the Plan to determine eligibility for benefits and to construe the terms of the Plan. The Investment Committee is responsible for investing the assets of the Plan and monitoring the investment of the funds made available from time to time under the Plan for investment of participants accounts. The decisions and actions of the Investment Committee under the Plan are binding and conclusive upon each Employer and all beneficiaries or persons claiming to be beneficiaries under the Plan. 5
SECURITIES TO BE OFFERED Title and Total Amount. 21, 251,000 American Depositary Shares. PARTICIPATION IN THE PLAN. Employees Who May Participate. Participation in the Plan is available to any salaried or hourly employee who is employed by an Employer, other than (i) a leased employee or independent contractor, (ii) an inbound delegate, (iii) an outbound delegate who is assigned to an affiliate of Siemens outside of the U.S. and who is not a U.S. citizen or Green Card Holder, (iv) a member of a collective bargaining agreement that does not provide for participation in the Plan, (v) an employee in Puerto Rico who is a resident of Puerto Rico or who performs services primarily in Puerto Rico, or (vi) anyone employed on a temporary basis for a period of time of not more than twelve months. Each salaried or hourly employee employed by an Employer is eligible to commence participation in the Plan immediately upon commencing employment with an Employer upon prior notice of such election to the Employer. Temporary employees are eligible to participate in the Plan after completing 1000 hours of service in a 12-month period. The initial 12-month period starts on the temporary employee s date of hire. If such employee does not complete at least 1000 hours of service during this initial 12- month period the employee must complete at least 1000 hours of service during a calendar year that starts on the January 1 following the date of his or her employment. Participation in the Plan is not interrupted by approved leaves of absence or transfers between one Employer and another. However, participation in the Plan will terminate when an employee terminates his or her employment. If the employment of an employee who was formerly eligible to participate in the Plan resumes and such employee is again eligible to participate in the Plan, participation resumes on the date of rehire. As soon as administratively possible after being employed by an Employer for at least 30 days, newly hired employees who are eligible to participate in the Plan will automatically become members of the Plan and have deducted from their compensation tax-deferred contributions of 3% of their compensation, unless they affirmatively indicate that they do not want to participate or that they want to participate at a different rate or on a basis other than as tax-deferred contributions. These automatic contributions are placed in a LifeCycle Investment Portfolio of the Plan with a target date that is closest to the year the employee will turn age 65. In addition, an employee who is automatically enrolled in the Plan on or after January 1, 2011, will have his or her before-tax contributions automatically increased by 1% each year beginning on January 1 until his or her before-tax contribution rate reaches 10% of the employee s compensation. If the employee is automatically enrolled in the Plan between January 1 and June 30, his or her first automatic contribution rate increase will be effective the January following the 6
employee s enrollment. If the employee is automatically enrolled in the Plan after June 30, his or her first automatic contribution rate increase will be effective the second January 1 following the employee s enrollment. If the employee was enrolled in the Plan prior to January 1, 2011, he or she can elect to have this automatic increase feature apply to the employee s contributions to the Plan. As of February 13, 2012, approximately 60,514 current employees were eligible to participate and 58,025 of those employees were participating in the Plan. CONTRIBUTIONS UNDER THE PLAN Employee Contributions. An employee s contributions to the Plan may be made as tax-deferred (before-tax) contributions, after-tax contributions, designated Roth contributions or a combination of each (collectively, Employee Contributions ), and are made through payroll deductions. These deductions will begin as soon as administratively practicable after enrollment. An employee may authorize payroll deductions of 2% to 18% (25% for employees considered non highly compensated employees under the Internal Revenue Code), in 1% increments, of compensation. The minimum rate of Employee Contributions is 2%. The combined amount of tax-deferred and designated Roth contributions that an employee can make each calendar year is subject to IRS limits. For calendar year 2012 the limit is $17,000. An employee who is age 50 or older during a calendar year may make additional tax-deferred or designated Roth contributions to the Plan, subject to IRS limits. These additional contributions are known as catch-up contributions. For calendar year 2012, the IRS limit on the amount an employee can contribute as a catchup contribution is $5,500. An employee s compensation under the Plan includes all cash compensation plus any before-tax deductions, bonuses (other than retention, stay, sign on, special and long term incentive bonuses), overtime payments and commissions. Compensation excludes, however, contributions other than tax-deferred contributions to and payments from any plan of deferred compensation (including, but not limited to, this Plan, the Siemens Pension Plan, the Siemens Pension Preservation Plan and the Siemens Corporation Deferred Compensation Plan), premiums paid for group insurance coverage, welfare benefits, car and expense allowances and similar payments, and accrued and unused vacation pay. The Code limits the amount of annual compensation that can be taken into account for Plan purposes. For calendar year 2012, the compensation of an employee taken into account under the Plan for any Plan Year may not exceed $250,000. This limit may be increased for future years based on the change in the cost of living. Employees will be notified if they are affected by this limit. The Code also limits the total annual contributions that may be credited to an employee s account in any calendar year, including the amount of any applicable Employer Matching Contributions and Employer Service-Based Contributions. The limit for 2012 is $50,000. Contributions by employees who are considered highly compensated under the Code may be subject to 7
additional limitations. An employee will be considered highly compensated in 2012, if the employee earned more than $110,000 in 2011. Employees will be notified if they are affected by these additional limitations. At the time an employee elects to make contributions under the Plan, he or she must elect the rates of his or her Employee Contributions. Effective January 1, 2011, an employee may also elect to have his or her Employee Contributions increase automatically each January by a fixed percentage elected by the employee until such Employee Contributions reach a target contribution rate that is also elected by the employee, which may not exceed 25% (or 18% if the employee is considered highly compensated). If the employee elects an automatic increase between January 1 and June 30, his or her first automatic contribution rate increase will be effective the following January. If the employee elects an automatic increase after June 30 in a calendar year, his or her first automatic contribution rate increase will be effective the second January 1 following the such election. An employee s election remains in effect until changed or revoked. An employee may increase, decrease or stop contributions to the Plan by calling the SBSC at 1-800-392-7495 or by visiting the Plan s Internet site at http://resources.hewitt.com/siemens. The employee s request is sent to his or her payroll department and the requested change in contributions will become effective as soon as practicable thereafter. The Plan also accepts rollover distributions either from other qualified plans or from certain individual retirement accounts. Rollovers are subject to approval by the Administrative Committee. The SBSC will furnish to employees desiring to make rollovers specific information on the Plan s requirements for and any applicable limitations on any rollover. The amount rolled over will be credited to a separate Employee s Rollover Contribution Account for the benefit of the contributing employee. An employee shall not be entitled to make contributions (and no contribution shall be made on behalf of such employee), other than a rollover, to the Plan for any period in which he or she is not receiving any compensation. Employer Contributions. Effective January 1, 2011, Employers will generally match 100% of Employee Contributions up to 6% of eligible compensation (collectively, Employer Matching Contributions ). Any contributions an employee makes over 6% are not matched. In addition, effective for Plan years beginning January 1, 2011, generally, certain employees who, as of December 31, 2010, were accruing a benefit under the Siemens Pension Plan, and who ceased accruing benefits under the Siemens Pension Plan effective December 31, 2010 (except for Interest Credits under the Cash Balance formula of the Siemens Pension Plan) shall be eligible for an annual service-based company contribution from their Employer, if their then current Employer participated in the Siemens Pension Plan as of December 31, 2011 ( Employer Service-Based Contribution ). For eligible employees the Employer Service-Based Contribution will be made regardless of whether the employee makes any Employee Contributions to the Plan. The amount of an employee s Employer Service-Based Contribution will be a percentage of the employee s base pay, determined based on the employee s Employer, the formula of the Siemens Pension Plan applicable to the employee and years of vesting service. 8
The Employer Matching Contributions and the Employer Service-Based Contributions are credited to an employee s account and will be invested in accordance with an employee s investment election (see Investment of Contributions ). As soon as practicable after the Employee Contributions are made to the Plan, the Employer Matching Contributions for such payroll period are made to the Trustee. The Employer Service-Based Contributions for each calendar year will be made annually by March 31 st of the following year. The amount of any forfeiture will be used to reduce the Employer Matching Contributions due for that or later Plan Years. Forfeiture means that part of an employee s Employer Matching Contributions not payable to the employee upon his or her termination of employment because it has not yet vested. Reports. A participant can receive an update as to his or her current balance in the Plan by visiting the Plan s Internet site at http://resources.hewitt.com/siemens or by contacting the SBSC at 1-800-392-7495. RESALE RESTRICTIONS This Prospectus does not cover the resale of Siemens ADSs. Certain employees will be prohibited from trading in the Siemens AG Stock Fund during certain blackout periods. Generally, the blackout periods run from two weeks prior to the end of a fiscal quarter of Siemens, through the second day after publication of Siemens quarterly results, and from two weeks prior to the end of the fiscal year (September 30) through the second day after publication of the results for the fiscal year. During the blackout period the affected individuals will not be able to (i) make an election to begin investing in the Siemens AG Stock Fund, (ii) change an existing election to invest in the Siemens AG Stock Fund, (iii) transfer existing balances from the Siemens AG Stock Fund into another investment fund, (iv) transfer existing balances from other funds to the Siemens AG Stock Fund, (v) make withdrawals or receive a distribution from the Siemens AG Stock Fund, or (vi) make any loan from the Siemens AG Stock Fund. TAX FACTS The following summary of the U.S. federal income tax consequences related to Employee and Employer Contributions under the Plan is not intended to provide or supplement tax advice to employees. Employees are advised to consult a tax adviser with respect to the specific tax consequences that, in light of their particular circumstances, might arise in connection with their contributions under the Plan, including any state, local or foreign tax consequences and the effect, if any, of gift, estate and inheritance taxes. 9
Tax-deferred contributions, Employer Matching Contributions and Employer Service-Based Contributions and investment earnings on these amounts are not subject to federal income taxes as long as they remain in the Plan. However, these amounts are fully taxable as ordinary income when withdrawn while the employee is still employed or when distributed to the employee upon leaving the Company, unless rolledover to another qualified plan or to an individual retirement account. An additional 10% tax may apply if the withdrawal or distribution is made before the employee reaches the age of 59½. Designated Roth contributions are made on an after-tax basis and are not subject to ordinary income tax when withdrawn or distributed. In addition, investment earnings on designated Roth contributions are not taxable at the time of the withdrawal or distribution, if the withdrawal or distribution is qualified. A withdrawal or distribution is qualified if: The employee s designated Roth contribution account is at least five years old; and The reason for the distribution is one of the following: the employee is age 59½ or older; the employee s death; or the employee has become disabled (as defined in the Internal Revenue Code). Withdrawals or distributions that do not meet the criteria above are considered nonqualified. Investment earnings on nonqualified withdrawals or distributions will be taxable and may also be subject to the additional 10% early withdrawal tax. After-tax contributions are not subject to taxation when withdrawn or distributed. However, investment earnings on these contributions are subject to federal income tax, and may be subject to the 10% early withdrawal tax if made before the employee reaches age 59½. Generally, the additional 10% tax will not apply if (i) payment under the Plan is received in periodic installments over the employee s life expectancy, (ii) payout is made due to the employee s death or disability (as determined under rules prescribed by the Internal Revenue Service), (iii) the employee leaves after age 55 and then receives his or her vested payment under the Plan, (iv) the taxable portion of the employee s account under the Plan is rolled over to an IRA or another employer s qualified plan, or (v) the amount received does not exceed the employee s tax-deductible medical expenses that are not reimbursed. Further information on tax withholding rules can be obtained by visiting the Plan's internet site at http://resources.hewitt.com/siemens. 10
INVESTMENT OF CONTRIBUTIONS The assets of the Plan, including all Employer Matching Contributions, Employer Service-Based Contributions, Employee Contributions, and any earnings thereon, are held in trust (the Trust ) by a trustee (the Trustee ) or may be managed by an insurance company (the Insurance Company ), designated by the Company s Board of Directors, or their successors (the Trustee or, respectively, the Insurance Company ), pursuant to a trust agreement or a contract or policy with the Company. The employee chooses how he or she wants his or her Employer Matching Contributions, Employer Service-Based Contributions and Employee Contributions invested. The current investment options under the Plan are set forth below. Participants should invest in the Plan as part of a long term investment strategy and avoid short term trading and other abusive trading practices. The investment managers for the options of the Plan have taken reasonable measures to prevent short term trading activity that may be harmful to that investment option and to the long term investors in that investment. The Plan will take action as it deems appropriate to protect the interests of participants in the Plan who may be adversely affected by high frequency of trading in the Plan s investment options by other Plan participants. This may include barring the participant from making further investments in that option. If an employee does not provide directions or fails to give proper directions as to the investment of any Contributions made to the Plan, these Contributions will be invested in a LifeCycle investment portfolio based on the employee s year of birth, pending receipt of the employee s direction. The reasonable expenses of administering the Plan and the Trust Fund, including the compensation of the Trustee and the expenses of investing in or purchasing and selling securities for the various funds (including brokerage commissions, investment manager fees, taxes, and similar purchase and sales expenses) are paid out of the Trust Fund. The Company may at any time remove the Trustee and appoint a successor Trustee or may designate an additional or substitute Insurance Company. With the exception of the Siemens AG Stock Fund, the selection of brokers to purchase and sell securities and the monitoring of the broker s fees and executions obtained is the responsibility of the investment manager for that particular fund. For the Siemens AG Stock Fund, the Company has contracted with the Trustee, the Bank of New York Mellon, to effect purchases and sales of Siemens ADSs on the open market in accordance with such procedures and guidelines as agreed to between the Company and the Trustee. Commodities Futures Trading in the Plan. The Plan may from time to time engage in commodities futures trading. Under regulations of the Commodities Futures Trading Commission, the Plan is required to notify you that the Plan is operated by a person who has claimed an exclusion from the definition of the term commodity 11
pool operator under the Commodity Exchange Act and, therefore, who is not subject to registration or regulation as a pool operator under the Act. If you have any questions regarding this information, please contact the SBSC at 1-800-392-7495 and speak with a representative. Investment Alternatives. The Plan provides for a number of investment alternatives as briefly described in the following paragraphs. For the performance of the investment funds under the Plan, refer to the financial data and information related to investment and other fees charged in connection with investment in the various investment alternatives available on the Plan s Internet site at http://resources.hewitt.com/siemens. Stable Value Investment Option Amounts allocated to the Stable Value Investment Option are invested in a diversified portfolio of investment contracts with insurance companies, banks, or other financial institutions, as well as in securities of non-financial institutions. Returns on the Stable Value Investment Option are based on the average yield being earned by all of the investments and changes on a daily basis to reflect variations in the average rate being earned on the investments. It is designed to provide a steadily increasing principal value. This option is currently managed by INVESCO Institutional N.A. Inc. LifeCycle Investment Portfolios The LifeCycle investment portfolios managed by BlackRock Institutional Trust Company, N.A. are a family of diversified collective investment funds (target date funds) which hold a mix of stocks, bonds and other investments that are designed to meet long-term investment goals with particular target dates in mind. The name of the portfolio refers to its target date. Each of the LifeCycle portfolios has a similar automatic rebalancing feature which means the asset allocation of each LifeCycle portfolio is systematically adjusted over time, investing early in its life in more equity and then gradually shifting into increasingly more and more conservative investments as the portfolio s target date approaches. Interest and dividends earned by each portfolio are re-invested in that portfolio. These allocations change automatically without notice every year, as of July 1 of that year, based upon a pre-determined schedule of asset weights. For example, as of April 1, 2012, the LifeCycle 2040 portfolio is expected to invest 10% in US bonds, but is expected to gradually increase over the next ten years to 21%. In essence, over the next ten years, the investment mix for the LifeCycle 2040 option will change to more closely reflect the mix of the LifeCycle 2030 portfolio today. Target Weight Allocation for April 1, 2012 LifeCycle Retirement LifeCycle 2020 LifeCycle 2030 LifeCycle 2040 LifeCycle 2050 12
Large Cap US 19% 32% 41% 48% 54% Equity Small Cap and Mid 5% 7% 9% 10% 11% Cap US Equity International 11% 16% 20% 24% 26% Equity US Bond 53% 35% 21% 10% 1% Global Real Estate 3% 4% 5% 6% 7% Investment Trusts Treasury Inflation Protected Securities 9% 6% 3% 1% 0% Remember that all investments have some level of risk, regardless of whether they are stocks, bonds or something else. Even with the same type of investment, some stocks have less risk than other stocks and some bonds have more risk than other bonds. Target date funds, like the LifeCycle portfolios, even if they share the same target date, may have different investment strategies and risks and they do not guarantee that a participant will have sufficient retirement income at the target date. In fact, a participant can lose money. Target date funds, like the LifeCycle portfolios, do not eliminate the need for a participant to decide, before investing and from time to time thereafter, whether this option fits a participant s financial situation. It is important that a participant monitor the particular LifeCycle portfolio s investments over time, and that the participant understand the strategy and risks of the portfolio. Siemens AG Stock Investment Option The Company s Board of Directors has determined that the Siemens AG Stock Investment Option shall be offered as an investment option under the Plan. The objective of the Siemens AG Stock Investment Option is to track the performance of Siemens AG ordinary shares. Amounts allocated to this investment option will be invested in Siemens AG American Depositary Shares ( ADSs ), which are traded on the New York Stock Exchange and evidenced by Siemens American Depositary Receipts ( ADRs ). The value of this investment option is determined by the market price of Siemens ADSs, which is expected to closely track the market price of Siemens AG ordinary shares as traded in other markets. Amounts allocated to this investment option are invested solely in Siemens ADRs except for a small amount of cash held for liquidity purposes. Siemens ADRs began trading on the New York Stock Exchange on March 12, 2001. Siemens ADRs are certificates issued by a U.S. bank that evidence ownership in Siemens ADSs which in turn are backed by Siemens AG ordinary shares 13
that a custodian bank in Germany holds on deposit; the ADRs are then traded on the U.S. market as a proxy for Siemens AG ordinary shares. This investment option is not an actively managed fund and its investments are made without regard to stock price or investment outlook. At the close of each business day, the Trustee of the Siemens Savings Plan aggregates the total value of ADRs held by the Siemens AG Investment Option, along with any cash held by the investment option, and divides this amount by the number of outstanding units of the investment option to arrive at a per unit net asset value, or NAV. When a participant invests in this option, the number of units that are credited to the participant s account is based on the NAV calculated at the close of business on the day the investment is made. Similarly, other participant transactions involving the investment option use the NAV for the investment option calculated at the close of the business day on which the transaction is processed. Cash dividends on Siemens AG ordinary shares are allocated to investors in this investment option in cash, subject to any applicable foreign withholding taxes, and reinvested in the investment option. Since dividends are reinvested in units, the number of units in this investment option will increase when dividends are paid. The Siemens AG Stock Investment Option is not diversified. Assets are invested in a single security. As with any single equity security, this is considered a highrisk investment. A participant may wish to reconsider investing in this option if he or she is unwilling to accept significant fluctuations in share price. Participants have voting rights with respect to the Siemens ADSs upon which their Siemens AG Stock Investment Option Account is based. The Trustee of the Plan will vote the Siemens ADSs in accordance with the instructions of the participants. Any Siemens ADSs as to which a participant declines to exercise his or her voting rights and shares held by the Trustee but not yet allocated to any account shall be voted by the Trustee in proportion to the voting instructions that the Trustee has received for all other Siemens ADSs held by participants in the Plan. With respect to a tender or exchange offer for the Siemens ADSs, the participant shall direct the Trustee of the Plan as to how to respond to such offer with respect to the shares to which a participant has a right of direction. If the Trustee does not receive timely directions from a participant with respect to a tender or exchange offer, the Trustee shall not tender or exchange any Siemens ADSs with respect to which such participant has a right of direction. The objective of this investment option is to give participants an opportunity to track the performance of Siemens AG ordinary shares. The value of this Fund is determined by the market price of Siemens ADSs. The market price in turn is affected by changes in the exchange rate between the U.S. dollar and the Euro and by the value of Siemens AG ordinary shares traded outside the U.S. As the market price and 14
exchange rate fluctuate up or down, so will the value of a participant s investment in this option. The value could, at various times, be less than the contributions to this investment option. Inasmuch as there is no diversification in this investment option, it has a higher degree of risk than the other investment options. For information purposes only, charts showing the trading history of the Siemens ADSs and Siemens AG ordinary shares since February 1, 2007 have been provided. See Exhibit C to this Prospectus. The ADSs and Siemens AG ordinary shares are traded separately and historical performance of Siemens AG ordinary shares is not indicative of the future performance of the ADSs or Siemens AG ordinary shares. Asset Class Investment Options The following investment options of the Plan are asset class investment options consisting of funds of funds: U.S. Large Cap Stock Investment Option, U.S. Small Cap Stock Investment Option, Non U.S. Developed Markets Stock Investment Option, Non U.S. Emerging Markets Stock Investment Option, Core Bond Investment Option, and the High Yield Bond Investment Option. Each asset class investment option, other than the Core Bond Investment Option and the U.S. Large Cap Stock Investment Option, consists of multiple portfolios managed by institutional investment management companies. The Core Bond Investment Option and the U.S. Large Cap Stock Investment Option each currently consists of a single portfolio managed by one institutional investment management company. Amounts allocated to each of these options are invested in a single group of securities generally regarded by professional investors as an asset class or sub group of an asset class. When a participant s Siemens Savings Plan account is invested in a unit in one of these options, that account receives a pro rata share of each of the underlying portfolios. At the close of each business day, the Trustee of the Siemens Savings Plan aggregates the total value of all securities in all portfolios in each asset class investment option and divides this amount by the number of outstanding units to arrive at a per unit net asset value, or NAV. Participant directed transactions are valued at this NAV. Interest and dividends earned by each asset class investment option are reinvested in that asset class investment option, increasing the value of each unit. The Investment Committee of Siemens Corporation has assigned target weightings to the underlying portfolios in each asset class investment option. The actual weighting of each portfolio in each asset class investment option may vary, depending upon changes in market values, cash flows, and total amounts invested in each asset class investment option. Acting under the direction of the Investment Committee of Siemens Corporation, the Pension Fund Management Department of Siemens Capital Company, LLC, periodically rebalances to the target weightings in order to maintain the investment objective and style of each asset class investment option. An asset class investment option may include an index portfolio or a small allocation to a money market mutual fund to provide liquidity necessary to accommodate daily transactions by participants. Unless otherwise indicated, money market portfolios 15
are managed by the Trustee of the Master Trust for the Siemens Savings Plans, Bank of New York Mellon. The Investment Committee reserves the right to change one or more underlying portfolios in the asset class investment options if, in the Committee s view, it is prudent to do so. When a participant elects to have any portion of his or her Account invested in the U.S. Large Cap Stock Investment Option, the U.S. Small Cap Stock Investment Option, the Non U.S. Developed Markets Stock Investment Option, the Non U.S. Emerging Markets Stock Investment Option, the Core Bond Investment Option or the High Yield Bond Investment Option, the Investment Committee will be responsible for allocating the applicable amounts to various funds in that investment option managed by different investment managers. The Investment Committee may allocate amounts to registered and non-registered investment entities in its sole discretion and reserves the right to change investment managers and/or the underlying investment entity at any time and from time to time. The Investment Committee will not consult Plan participants before making any such decisions and Plan participants will have no ability to direct the actions of the Investment Committee. No assurance can be given that the Plan will continue to invest its assets or the same portion of its assets in any investment entity. U.S. Large Cap Stock Investment Option Amounts allocated to the U.S. Large Cap Stock Investment Option are invested in one or more portfolios whose objective is to seek to achieve long-term capital growth while generating returns that are generally higher than U.S. large capitalization stock market averages as measured by the benchmark Standard & Poor s 500 Index. The U.S. Large Cap Stock Investment Option aims to achieve this by investing in a widely diversified portfolio of select stocks issued primarily by large and medium-sized companies. As of March 1, 2012, the assets underlying this option are managed by Northern Trust Investments, Inc. U.S. Small Cap Stock Investment Option Amounts allocated to the U.S. Small Cap Stock Investment Option are invested in one or more portfolios whose objective is to increase the value of the participant s original investment over the long term, primarily through investments in a diverse group of small U.S. companies whose securities are traded in the U.S. securities markets. This option has as its benchmark the Russell 2500 Index. As of March 1, 2012, the assets underlying this investment option are managed by the following managers, with the assigned target weighting as indicated: State Street Global Advisors - 33% Wellington Management Company - 17% Denver Investment - 33% ING Investment Management - 17% 16
Non-U.S. Developed Markets Stock Investment Option Amounts allocated to the Non U.S. Developed Markets Stock Investment Option are invested in one or more portfolios whose objective is to achieve long-term capital growth by investing in the securities of companies that are based outside the U.S., and traded on or located in what are generally regarded as developed equity markets. These countries are considered to have well-developed, smoothly functioning capital markets and an underlying legal structure that supports financial investment. This option s market performance benchmark is the Morgan Stanley Capital International Europe, Australasia, Far East (MSCI EAFE) index. In addition to the risks associated with investment in equity securities, this option carries with it risks attributable to exposure to fluctuation in foreign currencies. As of March 1, 2012, the assets underlying this option are managed by the following managers with the assigned target weightings as indicated: Echo Point Investment Management, LLC - 40% BlackRock Institutional Trust Company - 10% Grantham, Mayo, Van Otterloo & Co. LLC - 50% Any amount in the Non U.S. Developed Markets Stock Investment Option that results from a reallocation of investments in the Plan must remain invested in that Option for at least 30 days. A reallocation occurs whenever a participant changes the percentage that is allocated to any investment option in the Plan. A reallocation affects only the amounts that are already invested in the Plan, it does not affect future contributions. Non U.S. Emerging Markets Stock Investment Option Amounts allocated to the Non U.S. Emerging Markets Stock Investment Option are invested in one or more portfolios whose objective is to achieve long-term capital growth by investing in securities of companies that are based outside the U.S., and traded on or located in what are generally regarded as emerging equity and financial markets. In addition to the risks associated with investment in equity securities, this option carries with it risks attributable to exposure to fluctuation in foreign currencies, and risks associated with less highly developed securities markets, including political and operational risks. Designation as an emerging market is determined by a number of factors such as gross domestic product per capital; local government regulations; perceived investment risk; foreign ownership limits and capital controls; or the general perception of the investment community when determining an emerging classification of a market (Source: Morgan Stanley Capital International). This option s performance benchmark is the MSCI Emerging Markets Free Index. As of March 1, 2012, the assets underlying this option are managed by the following managers with the assigned target weightings as indicated: BlackRock Institutional Trust Company - 10% 17
Capital International, Inc. - 30% State Street Global Advisors/Rexiter - 30% Dimensional Fund Advisors - 30% Any amount in the Non U.S. Emerging Markets Stock Investment Option that results from a reallocation of investments in the Plan must remain invested in that Option for at least 30 days. A reallocation occurs whenever a participant changes the percentage that is allocated to any investment option in the Plan. A reallocation affects only the amounts that are already invested in the Plan, it does not affect future contributions. Core Bond Investment Option Amounts allocated to the Core Bond Investment Option are invested in one or more portfolios whose objective is to realize a total return that exceeds that of Lehman Brothers Aggregate Bond Index, while maintaining overall risk which is similar to this index. Under this investment option, amounts are invested in a variety of investment grade fixed income securities, and the market performance benchmark is the Lehman Brothers Aggregate Bond Index. Investments under this option include, but are not limited to, fixed-income securities issued by the U.S. Government and Agencies, corporations, mortgage-backed issuers, asset-backed issuers, U.S. dollar-denominated securities of foreign issuers, and preferred stocks. As of March 1, 2012, 100% of the assets underlying this option are managed by BlackRock Institutional Trust Company. High Yield Bond Investment Option Amounts allocated to the High Yield Bond Investment Option are invested in one or more portfolios whose objective is to earn high current income by investing in a diversified portfolio of below-investment grade income securities. A secondary objective is capital appreciation. The average maturity of the portfolio and credit rating of the investment under this option are expected to approximate those of the Merrill Lynch High Yield Master II Bond Index. Investments under this option include, but are not limited to, investments in public and corporate fixed-income securities, U.S. dollars fixed income securities of foreign issuers, convertible securities, zero-coupon securities and preferred stocks. As of March 1, 2012, the assets underlying this option are managed by the following managers with the assigned target weightings as indicated: Loomis Sayles & Company - 47.5% Pacific Investment Management Co. - 47.5% BlackRock Institutional Trust Company - 5% Self-Directed Brokerage Account Investment Option. Participants are able to invest through a self-directed brokerage (SDB) account through Hewitt Financial Services. The SDB account gives participants who 18
want to build and manage their own portfolios an opportunity to invest in a wide range of mutual funds and individual stocks. A PARTICIPANT SHOULD NOT CONSIDER THIS ACCOUNT UNLESS THE PARTICIPANT IS A SOPHISTICATED INVESTOR WHO IS WILLING TO TAKE ON ADDITIONAL RISK AND IS PREPARED TO ASSUME RESPONSIBILITY FOR CLOSELY MONITORING THEIR INVESTMENTS IN THE SDB ACCOUNT. IF A PLAN PARTICIPANT IS AFFILIATED OR EMPLOYED BY A MEMBER OF A STOCK EXCHANGE OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS OR LICENSED BY THE NATIONAL ASSOCIATION OF SECURITIES DEALERS OR A REGISTERED INVESTMENT ADVISOR, AND USING THE LICENSE OR REGISTRATION IN A PROFESSIONAL SALES, TRADING OR CUSTOMER SERVICE CAPACITY THEN A 407 LETTER MUST BE FILED WITH HEWITT FINANCIAL SERVICES AND THEN THE PLAN PARTICIPANT WILL BE EXCLUDED FROM EFFECTING CERTAIN TRANSACTIONS AS MANDATED BY THE RULE THEN IN EFFECT OF THE NEW YORK STOCK EXCHANGE, INC. OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. Through the SDB account, a participant can choose from over 10,000 stocks and 9,500 mutual funds. To open and maintain an SDB account the participant must have a minimum balance of $500 in investments in the Plan other than an SDB account. Transfers from other investment options in the Plan are the only method a participant has available to contribute to an SDB account. Employee contributions to the Plan directly from an employee s paycheck cannot be directed into an SDB account. WITHDRAWALS, ASSIGNMENTS AND LOANS Withdrawals. An employee who is still employed by an Employer may make withdrawals from his or her accounts with basic after-tax, supplemental after-tax or rollover contributions (respectively, the Basic After-Tax Account, Supplemental After-Tax Account and Rollover Contribution Account ), or from the vested portion of his or her account with Employer Matching Contributions (the Employer Contribution Account ), by filing a written election with the Administrative Committee. No withdrawals of any Employer Service-Based Contributions are permitted. Such regular withdrawals may be made up to two times in any Plan Year by calling the SBSC, in an amount of at least $250 or 100% of the amount available for withdrawal if less than $250. The amount withdrawn shall be treated as withdrawn in the following order: (i) basic and supplemental after-tax contributions made before 1987, excluding investment earnings, (ii) supplemental after-tax contributions made after 1986, including a pro rata share of earnings related to all after-tax contributions, (iii) basic after-tax contributions made after 19
1986, including a pro rata share of earnings related to all after-tax contributions, (iv) rollover contributions plus earnings related to such contributions, and (v) vested Employer Matching Contributions plus earnings related to such contributions. If an employee has participated in the Plan for less than five years and elects to withdrawal after-tax contributions made to the Plan on or after January 1, 1987 or Employer Matching Contributions made to the Plan within two years of the date of the withdrawal, Employer Matching Contributions on behalf of the employee will be suspended for a three-month period. In addition, an employee who is under age 59½ and who has made all other permissible withdrawals and who has received all permissible loans from the Plan may make a financial hardship withdrawal, in an amount not greater than the balance of the account with his or her tax-deferred and designated Roth contributions (respectively, the Tax-Deferred Contribution Account and Designated Roth Contribution Account ) (but not including any additional Employer Matching Contributions or any earnings in such accounts credited after December 31, 1988) by filing a written request with the Administrative Committee or by calling the SBSC. Hardship withdrawals will be made first from an employee s Tax-Deferred Contribution Account and then from an employee s Designated Roth Contribution Account. A financial hardship is generally considered to include, but not be limited to, (i) nonreimbursed medical expenses, (ii) tuition for post-secondary education, (iii) purchase of a primary residence, (iv) prevention of eviction from or foreclosure on the mortgage of a primary residence, (v) funeral expenses for family members, and (vi) the repair of unforeseen damage to your principal place of residence not compensated by insurance. The definition of financial hardship is established by the Internal Revenue Service and is subject to change. An employee who has reached age 59½ may make a withdrawal of his or her tax-deferred contributions and designated Roth contributions (including earnings related to these contributions credited after December 31, 1988 to an employee s account) without demonstrating financial hardship and will not be limited in the number of withdrawals that can be taken in any year. The employee can elect to have the withdrawal made from the employee s Tax-Deferred Contribution Account and/or Designated Roth Contribution Account, to the extent there is a sufficient balance in the applicable account. When a withdrawal is made under the Plan, the amount of such withdrawal shall be paid in a lump sum from the employee s balance in each of the investment funds in which the employee s accounts are then invested. Non-Assignability. A participant s investment under the Plan and the benefits payable to the participant may not be assigned or pledged, and shall not be subject to any debts or other liabilities of the participant except as permitted by applicable law in respect of certain domestic relation orders or federal tax liens. 20
Loans. Upon application to the SBSC, an employee may take a loan from his or her vested account balance (other than his or her Employer Service-Based Contributions Account). When an employee takes a loan, the employee s investments are liquidated pro rata from each investment option. Loans are subject to the repayment and other loan provisions of the Plan and the loan document. FORFEITURE Forfeiture. Forfeiture occurs when part of an employee s Employer Matching Contribution Account is not payable to the participant upon termination of employment because it is not yet vested. Any amount which shall be forfeited by a participant pursuant to such event shall be applied to reduce Employer Matching Contributions. VESTING The benefits to which a participant (or his or her beneficiary) is entitled under the Plan are determined by the extent to which he or she is vested in the amounts in the participant s accounts. The Basic Tax-Deferred, Supplemental Tax-Deferred, Basic Designated Roth, Supplemental Designated Roth, Basic After-Tax, Supplemental After-Tax, Rollover and Employer Service-Based Contribution Accounts of each participant are at all times fully vested and non-forfeitable. An employee shall vest in his or her Employer Matching Contribution Account based upon the number of years of his or her continuous employment, with the employee being fully vested after at least five years of continuous employment pursuant to the following schedule: Years of Continuous Employment Percent Vested Fewer than 2 years 0% 2 but fewer than 3 40% 3 but fewer than 4 60% 4 but fewer than 5 80% 5 or more 100% An employee becomes fully vested before five years of continuous employment in amounts credited to his or her Employer Matching Contribution Account 21
in the event of (i) death, (ii) termination of employment as a result of a disability, (iii) termination of the Plan or (partial) termination of the Plan directly affecting the participant or complete discontinuance of contributions, (iv) permanent layoff, or (v) transfer without intervening employment to the employ of an affiliated company which is not an Employer and which is not located in the United States. A participant who terminates employment prior to becoming fully vested forfeits the percentage of Employer Matching Contributions not vested (and earnings thereon) as of the date of his or her termination of employment upon the earlier of the date (i) he or she requests a distribution of his or her entire vested Plan accounts or (ii) he or she incurs a five-year break in service. If a participant resumes employment prior to incurring a five-year break in service, the forfeited amounts from his or her Employer Matching Contribution Account will be restored, but without earnings. DISTRIBUTIONS AND FORMS OF PAYMENT Upon the termination of an employee s employment with his or her Employer and all affiliated companies the participant is entitled to a distribution of his or her vested plan accounts. If the vested balance of the participant s plan accounts is less than or equal to $5,000, unless the participant elects to have the plan accounts paid directly to the participant or rolled-over to an individual retirement account or another qualified retirement plan, he or she will automatically receive a distribution of such balance. In this case, the participant s vested plan accounts are separated into his or her Designated Roth Contribution Account and all other accounts ( Non-Roth Accounts ). If the balance of the participant s Designated Roth Contribution Account or Non-Roth Accounts is less than or equal to $1,000, such Designated Roth Contribution Account and/or Non-Roth Accounts, as applicable, will be automatically distributed in the form of a lump sum cash payment to the participant. If the balance of the participant s Designated Roth Contribution Account or Non-Roth Accounts is over $1,000, such Designated Roth Contribution Account and/or Non-Roth Accounts will automatically be rolled-over to a Roth individual retirement account or non-roth individual retirement account, as applicable, with Aon Hewitt Financial Services. If the vested balance of the participant s Plan accounts is greater than $5,000 an automatic payment will not be made. The participant will be able to defer a distribution of his or her account until age 70 ½, but can request to receive a distribution earlier at any time. The participant may choose any of the following payment methods: A single lump sum; Annual or monthly installment payments; or A partial lump sum, with the remaining balance paid at a later date (either in annual or monthly installments or in one or more additional lump sums up to a maximum of two lump sums per calendar year); 22
If a participant elects annual or monthly installments, the participant can elect to change the frequency of such installments once in any 12 month period after payments have begun. In addition, the participant can elect to receive an immediate single lump sum of the participant s remaining balance. Participants can obtain more information on distribution options at the Plan s internet site at http://resources.hewitt.com/siemens or by contacting the SBSC at 1-800-392-7495. 23
Exhibit A Companies Participating in the Siemens Savings Plan as of March 1, 2012: Audiology Distribution, LLC (participates only with respect to rollovers from the HearUSA 401(k) Plan) Petnet Solutions, Inc. Republic Intelligent Transportation Services, Inc. Siemens Capital Company LLC Siemens Corporation Siemens Demag Delaval Turbomachinery, Inc. Siemens Energy, Inc. Siemens Financial Services, Inc. Siemens Fossil Services, Inc. Siemens Generation Services, Inc. Siemens Government Technologies, Inc. Siemens Healthcare Diagnostics, Inc. Siemens Hearing Instruments, Inc. Siemens Industry, Inc. (excluding the non-union mechanics at the Spartenburg facility of the Building Technologies Division) Siemens Medical Solutions USA, Inc. Siemens Power Generation Service Company Ltd. Siemens Product Lifecycle Management Software, Inc. Siemens Product Lifecycle Management Software II, Inc. TurboCare, Inc. Winergy Drive Systems Corporation 24
Siemens Savings Plan - Provisions Applicable To Certain Groups of Employees as of March 1, 2012 APPENDICES Exhibit B Appendix A - Appendix B - Appendix C - Appendix D - Appendix E - Appendix F - Appendix G - Appendix H - Appendix I - Appendix J - Appendix K - Appendix L - Appendix M - Appendix N - Appendix O - Special Vesting Provision for Certain Employees of Rofin-Sinar, Inc. Special Vesting Provision for Certain Employees of ROLM Systems Additional Distribution Options for Former Participants in Tel-Plus Communications, Inc. Employee Retirement Savings Plan Special Provisions for Former Participants in Burdick Corporation Plans Special Provisions for Employees of Tel-Plus of Puerto Rico Special Provisions for Certain Employees of Siemens Stromberg-Carlson Additional Distribution Options for Former Participants in Quantum Medical Systems, Inc. 401(k) Savings Plan Special Provisions for Former Participants in Siemens Stromberg-Carlson Savings Plan (Union Employees) Special Provisions for Certain Employees of Cardion, Inc. Special Provisions for Certain Employees of Siemens Industrial Automation, Inc. Additional Distribution Options for Former Participants in Tel-Plus Communications Employee Retirement Savings Plan for Certain Members of Collective Bargaining Units Special Employer Contribution Rate for Employees of American Consolidated Technologies, Inc. Withdrawal of Linotype - Hell Company and Transfer of Accounts Special Provisions for Certain Employees of OSRAM SYLVANIA, Inc. Participation of Siemens Power Corporation Savings Plan in the Siemens Savings Plan 25
Appendix P - Appendix Q - Appendix R - Appendix S - Appendix T - Appendix U - Appendix V - Appendix W - Appendix X - Appendix Y - Appendix Z - Appendix AA - Appendix BB - Appendix CC - Participation of Siemens Audio, Inc. in the Siemens Savings Plan Special Employer Contribution Rate for Employees of Siemens Nixdorf Information Systems, Inc. Special Provisions for Former Participants in the Siemens Energy & Automation Inc. Savings Plan Special Provisions for Salaried Employees of Siemens-Furnas Controls Who Were Participants of Siemens- Furnas Electric Company Controls Retirement Savings Plan Special Provisions for Salaried Employees of the Meter Division of Siemens Power Transmission & Distribution Inc. and Who Were Participants of Process Systems Inc. Salary Reduction Profit- Sharing Plan Elimination of Matching Contribution under the Siemens Savings Plan for Employees of Relectronic-Remech Inc. Special Provisions for Salaried Employees of Siemens Automotive Corporation Who Were Participants of Siemens Automotive Savings Plan Special Provisions for Employees Who Were Participants in the Electrocom Automation LP Savings and Investment Plan Special Provisions for Salaried Employees of Westinghouse Electric Corporation Who Were Participants of Westinghouse Savings Program Special Provisions for Employees Who Were Participants in the NSW Corporation Investment Plan Special Provisions for Salaried Employees of the Part of The Meter Division Of Siemens Power Transmission & Distribution LLC That Was Formerly Landis & Gyr Utilities Services Inc. Special Provisions for Salaried Employees of the Eagle Traffic Control Systems Business Unit of Siemens Energy & Automation Special Provisions for Employees Who Were Participants In The Siemens Pyramid 401(k) Plan Special Provisions for Employees of the Cerberus Division of Siemens Building Technologies, Inc. Who Were Participants in the Cerberus Pyrotronics Inc. Retirement Savings Plan 26
Appendix DD - Appendix EE(a) - Appendix EE(b) - Appendix FF - Appendix GG - Appendix HH - Appendix II - Appendix JJ - Appendix KK - Appendix LL - Appendix MM - Appendix NN - Appendix OO - Appendix PP - Appendix QQ - Appendix RR - Appendix SS - Appendix TT - Appendix UU - Special Provisions for Employees of The Electrical Machine Control Products and Solutions Business of Vickers Electronic Systems Division Special Company Discretionary Contribution for Employees of Opuswave Networks Inc. for Plan Year 1999 Special Provisions for Former Employees of Motorola, Inc. Who Have Been Transferred to OSRAM SYLVANIA Products, Inc. Special Provisions for Employees of Siemens Moore Process Automation Inc. Special Provisions for Employees of Shared Medical Systems Corporation Special Provisions for Employees of Entex IT Services Inc. Special Provisions for Employees of Former Ellenco, LLC and Cerel, LLC. Special Provisions for Employees of Former Jencourt, Inc. Special Provisions Relating to the Let s Share Program Special Provisions for Employees of Former FrankenData USA Inc. Special Provisions for Employees of Former Cube Technology, Inc. Special Provisions for Salaried Employees of Former Milltronics, Inc. Special Provisions for Employees of Acuson Corporation or Ecton, Inc. Special Provisions for Former Employees of Security Technologies Group Special Provisions for Employees of Efficient Networks, Inc. Special Provisions for Certain Employees of Siemens VDO Automotive Special Provisions for Employees of Optisphere Special Provisions for Non Union Employees of Siemens Demag Delaval Turbomachinery, Inc. Merger of the Siemens Savings Plan for Hourly Employees into the Siemens Savings Plan 27
Appendix VV - Appendix WW - Appendix XX - Appendix YY - Appendix ZZ - Appendix AAA - Appendix BBB - Appendix CCC - Appendix DDD - Appendix EEE - Appendix EEE(a) - Appendix FFF - Appendix FFF(a) - Appendix GGG - Appendix HHH - Appendix III - EGTRRA Plan Amendments Special Provisions for Former Participants in the Castle Networks, Inc. 401(k) Retirement Plan Special Provisions for Former Participants in the Compex USA Inc. 401(k) Plan Merger of the Siemens Power Corp. Savings and Retirement Plan for UAW/IBEW Represented Employees into the Siemens Savings Plan Special Provisions for Former Participants in the Gardner Transportation Systems Business Unit 401(k) Plan Special Provisions for Former Participants of BASF Corporation who are Rehired by Siemens Business Services Corporation Merger of the Faraday LLC Retirement Savings Plan into the Siemens Savings Plan Special Provisions for Former Participants of Citizens Bank of Rhode Island who are Rehired by Siemens Business Services Corporation Merger of the Faraday LLC Union Employees 401(k) Plan into the Siemens Savings Plan Merger of the Mannesmann Group Deferred Pay Savings Plan into the Siemens Savings Plan Merger of the Siemens Savings Plan for Employees of Siemens Building Technologies, Inc. into the Siemens Savings Plan Merger of the Sequa 401(k) Plan into the Siemens Savings Plan Merger of the Turbomachinery, Inc. 401(k) Savings Plan into the Siemens Savings Plan Special Provisions for Employees in Puerto Rico Special Provisions for Former Participants of Connecticut General Life Insurance Company and Lumbermens Mutual Casualty Company, a Division of Kemper Insurance Companies, who are Rehired by Siemens Business Services Corporation Merger of the Landis & Gyr, Inc. Savings & Profit Sharing Plan into the Siemens Savings Plan 28
Appendix JJJ - Appendix KKK - Appendix LLL - Appendix MMM - Appendix NNN - Appendix OOO - Appendix PPP - Appendix QQQ - Appendix RRR - Appendix SSS - Appendix TTT - Appendix UUU - Appendix VVV - Appendix WWW - Appendix XXX - Appendix YYY - Special Provisions for Former Employees of Washington Mutual, Inc. who are Hired by Siemens Business Services Corporation Merger of the Siemens Dematic Corporation Rapistan Material Handling Automation Division Salaried Employee Investment Plan into the Siemens Savings Plan Transfer of Part of the Assets and Liabilities in the United States Filter Corporation Retirement Savings Plan into the Siemens Savings Plan Merger of the Sensant Corp. 401(k) Profit Sharing Plan & Trust into the Siemens Savings Plan Merger of the Myrio Corporation 401(k) Plan into the Siemens Savings Plan Transfer of Part of the Assets and Liabilities in the Aquilex Corporation 401(k) Plan into the Siemens Savings Plan Merger of the Monosep Corporation 401(k) Profit Sharing Plan and Trust into the Siemens Savings Plan Merger of the Siemens Medical Solutions Molecular Imaging 401(k) Profit Sharing Plan into the Siemens Savings Plan Special Provisions for Former Employees of TXU Generation Company LP Who are Hired by Siemens Power Generation, Inc. Transfer of Part of the Assets and Liabilities in the Altivia Corporation 401(k) Plan into the Siemens Savings Plan Merger of the Turbine Service, Inc. 401(k) Profit Sharing Plan into the Siemens Savings Plan Merger of the Network Telesystems Inc. 401(K) Plan into the Siemens Savings Plan Merger of the Indx Software 401(K) Plan into the Siemens Savings Plan Participation of Non-Union Siemens Medical Diagnostics Employees at Former Bayer Facilities in the Siemens Savings Plan Merger of the Berwanger, Inc. 401(k) Retirement Savings Plan into the Siemens Savings Plan Transfer of a Portion of the VA Tech America Corporation 401(k) Retirement Plan into the Siemens Savings Plan 29
Appendix ZZZ - Appendix AAAA - Appendix BBBB - Appendix CCCC - Appendix DDDD - Appendix EEEE - Appendix FFFF - Appendix GGGG - Appendix HHHH - Appendix IIII - Appendix JJJJ - Appendix KKKK - Appendix LLLL - Appendix MMMM - Appendix NNNN - Appendix OOOO - Merger of the Vistascape Security Systems Corp. 401(k) Plan into the Siemens Savings Plan Merger of the Bridges Electric Inc. Profit Sharing Plan into the Siemens Savings Plan Merger of the Flender Corporation 401(k) Retirement Plan into the Siemens Savings Plan Merger of the Winergy Drive Systems Corporation 401(k) Plan into the Siemens Savings Plan Merger of the Envirotrol, Inc. 401(k) Profit Sharing Plan into the Siemens Savings Plan Merger of the UGS 401(k) Savings Plan into the Siemens Savings Plan Merger of the Turblex, Inc. 401(k) Savings and Retirement Plan into the Siemens Savings Plan Merger of the Electone, Inc. 401(k) Profit Sharing Plan into the Siemens Savings Plan Special Provisions for Former Employees of EDS/Gentronics who are hired by Siemens Business Services Corporation Merger of S/D Engineers, Inc. 401(k) Plan into the Siemens Savings Plan Special Voluntary Early Retirement Window Applicable to Certain Employees of Siemens Corporation, Siemens One, Inc., Siemens Real Estate Inc., or Siemens Shared Services LLC Merger of the Shape Technology, Inc. 401(k) Profit Sharing Plan into the Siemens Savings Plan Merger of the MAC Systems, Inc 401(k) Plan into the Siemens Savings Plan Merger of the Siemens Healthcare Diagnostics Savings Investment Plan into the Siemens Savings Plan Merger of the Diagnostics Products Corporation Retirement Plan into the Siemens Savings Plan Merger of the Siemens Hearing Instruments-Memsi 401(k) Plan into the Siemens Savings Plan 30
Appendix PPPP - Appendix QQQQ - Appendix RRRR - Appendix SSSS - Appendix TTTT - Appendix UUUU - Appendix VVVV - Appendix WWWW - Appendix XXXX - Merger of the Siemens Hearing Instruments-Rexton 401(k) Plan into the Siemens Savings Plan Merger of the Morgan Construction Company Employees Profit Sharing Plan into the Siemens Savings Plan Merger of Comos Industry Solutions, Inc. 401(k) Profit Sharing Plan and Trust into the Siemens Savings Plan Merger of the Steel Related Technology New LLC 401(k) Plan into the Siemens Savings Plan Special Provisions for Former Employees of Industrial Process Machinery who were Subsequently Employed by Siemens Water Technologies Corp. Merger of the Site Controls, LLC 401(k) Plan into the Siemens Savings Plan Merger of Non-Union Portion of the Republic Intelligent Transportation Services, Inc. 401(k) Profit Sharing Plan into the Siemens Savings Plan Merger of the Bennex Subsea Houston Inc. 401(k) Profit Sharing Plan and Trust into the Siemens Savings Plan Merger of the Vistagy, Inc Retirement Trust into the Siemens Savings Plan 31
EXHIBIT C SIEMENS AG ORDINARY SHARES Five-Year Performance Chart Since April 30, 2007 (in Euros) 32
SIEMENS AG AMERICAN DEPOSITARY SHARES Five-Year Performance Chart Since April 30, 2007 (in U.S. Dollars) 33