GOLDMAN SACHS INTERNATIONAL

Share Issue/Capital Change • Mar 5, 2018

National Storage Mechanism | Additional information

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RNS Number : 7601G

Goldman Sachs International

05 March 2018

Not for distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan.

Siemens Healthineers AG

Stabilisation Notice in accordance with Articles 6(1) and 8 of Commission Delegated Regulation (EU) 2016/1052

5 March 2018

Goldman Sachs International (contact: John Bentinck; telephone: +44 (0)20 7774 3408) hereby gives notice that the entity undertaking stabilisation (the "Stabilisation Manager" named below and its affiliates) may stabilise the offer of the following securities in accordance with Article 5(4) and (5) of Regulation (EU) No 596/2014 (Market Abuse Regulation) and Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052. Stabilisation transactions aim at supporting the market price of the Securities during the Stabilisation Period. However, the Stabilisation Manager is under no obligation to take any stabilisation measures. Therefore, Stabilisation may not necessarily occur and it may cease at any time.

The securities:
Issuer:	Siemens Healthineers AG
Securities:	Ordinary shares of the Issuer (ISIN: DE000SHL1006)
Base Shares:	Up to 130,434,783 ordinary registered shares
Stabilisation:
Stabilisation Manager (and central point within the meaning of Commission Delegated Regulation (EU) 2016/1052):	Goldman Sachs International, Peterborough Court, 133 Fleet Street, London EC4A 2BB
Stabilisation Period:	Starting on the date Siemens Healthineers AG's shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be 16 March 2018, and ending no later than 30 calendar days thereafter
Trading venues where stabilisation may be undertaken:	Frankfurt Stock Exchange, Xetra, BATS Europe, Berlin Stock Exchange, Bremen Stock Exchange, Chi-X Exchange, Dusseldorf Stock Exchange, Equiduct MTF, Eurocac Stock Exchange, Hamburg Stock Exchange, Hanover Stock Exchange, IBIS, Munich Stock Exchange, Stuttgart Stock Exchange, Turquoise MTF, VirtX Exchange
Over-allotment & Greenshoe Option:
Number of shares covered by over-allotment facility:	Up to 15% of the base shares to be offered
Greenshoe option:	Siemens Beteiligungsverwaltung GmbH & Co. OHG (the "Selling Shareholder") has granted the underwriters an option to acquire a number of shares in Siemens Healthineers AG equal to the number of shares covered by the over-allotment facility at the offer price, less agreed commissions. To the extent shares covered by the over-allotment facility were allocated to investors in the IPO, the Stabilisation Manager, acting for the account of the underwriters, is entitled to exercise this option during the Stabilisation Period even if such exercise follows any sale of shares by the Stabilisation Manager which the Stabilisation Manager had previously acquired as part of any stabilisation measures (so-called refreshing the shoe).

Disclaimer and Other Notices

This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This announcement and the information contained herein, is not an offer of securities for sale in, and is not for transmission to or publication, distribution or release, directly or indirectly, in the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"). The securities being offered have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities discussed herein is being made in the United States.

Solely for the purpose of the product governance requirements contained within; (a) EU Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Offer Shares have been subject to a product approval process, which has determined that the Offer Shares are; (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, the price of the Offer Shares may decline and investors could lose all or part of their investment; the Offer Shares offer no guaranteed income and no capital protection; and an investment in the Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute; (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offer Shares.

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