Siemens Ltd. — Major Shareholding Notification 2020

Jun 17, 2020

Siemens lnternational Holding 8.V., P.O. Box '16068, 2500 BB Den Haag

17 June,2020

The Secretary BSE Limited Phiroze Jeejeebhoy Towers DalalStreet, Fort Mumbai40000l E-mail : corp. relations@bseindia.com The Secretary National Stock Exchange of lndia Ltd. Exchange Plaza, 3'd Floor Plot No.3-1"G" Block, l.F.B. Centre, Bandra-Kurla-Complex, Bandra (East) Mumbai- 400 051 Email: takeover@nse.co.in

Dear Sir,

Sub.: Disclosure in terms of Regulation l0(5) of the Securities and Exchange Board of lndia (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations")

Siemens Limited ("Target Company") is a public listed company. This is to inform you that Siemens lnternational Holding 8.V., an indirect wholly owned subsidiary of Siemens Aktiengesellschaft, Germany (Siemens AG) ("Selle/'), proposes to acquire 47 .70o/o of the equiÇ shares of the Target Company from the Seller.

ln this regard, please find enclosed the requisite disclosure under Regulation 10(5) of the Takeover Regulations.

Kindly acknowledge receipt.

Yours faithfully,

For and on behalf of Siemens lnternational Holding B.V.

Authorised Signatory Name: H. Werner Designation: Managing Director

Autho Signatory Name: C.X. Chao Designation: Authorized Representative

Siemens lnternational Holding B.V.

P.O. Box 16068 2500 BB The Hague Telephone Prinses Beatrixlaan 800 2595 BN The Hague Commerc¡al Register This PDF document was edited with Icecream PDF Editor.

+31 (0) 70 333 3333 nr.27044420

Bank IBAN Btc VAT No

Deutsche Bank - Amsterdam Branche NL s8 DEUT 0265230713 DEUTNL2A NL-0055980728O1

Disclosure under Requlation 10(5) - lntimation to Stock Exchanqes in respect of acquisition under Requlation l0(1ì(al(iiil of SEBI (Substantial Acquisition of Shares and Takeovers) Requlations. 2011 ("Takeover Regulations")

	Name of the Target Company (TC)		Siemens Limited ("Target Company")
2		Name of the acquirer(s)	Siemens lnternational Holding B.V. ("Acquirer")
Vúhether the acquirer(s) is/ are promoters3of the TC prior to the transaction. lf not,nature of relationship or association withthe TC or its promoters			The Acquirer, being an indirect wholly owned subsidiary ofSiemens Aktiengesellschaft, Germany (Siemens AG) (apromoter of the Target Company), is deemed to be amember of the Promoter group of the Target Company.Pursuant to the transaction, the Acquirer will be disclosedas a Promoter of the Tarqet Companv.
4		Details of the proposed acquisition
	a.	Name of the person(s) from whomshares are to be acquired	Siemens AG ("Seller")
	b.	Proposed date of acquisition	On or after 23'd June,2020
	c	Number of shares to be acquiredfrom each person mentioned in4(a) above	1 69,882,943 equity shares
	d	Total shares to be acquired as % ofshare capital of TC	47.70%
	e	Price at which shares are proposedto be acquired	At 99.00% of the 'reference price' determined as per theapplicable law in relation to a transfer of shares through theblock deal mechanism, including, without limitation, SEBI'scircular dated 26 October 2017 with reference numberCIR/MRD/DP111812017 and the rules and regulations of therelevant stock exchanqe, as applicable.
	f.	Rationale, if any, for the proposedtransfer	The transaction is being undertaken as a part of an inter-setransfer of shareholding among members of thepromoter/promoter group, as part of a global consolidationexercise.
5		Relevant sub-clause of regulation 1 0(1 Xa)under which the acquirer is exemptedfrom making open offer	Under sub-clause (iii) of Regulation 10(1)(a)
6		lf, frequently traded, volume weightedaverage market price for a period of 60trading days preceding the date ofissuance of this notice as traded on thestock exchange where the maximumvolume of trading in the shares of the TCare recorded during such period.	60 day Volume Weighted Market Price (lNR) 998.49
7		lf in-frequently traded, the price asdetermined in terms of clause (e) of subregulation (2) of regulation 8.	Not applicable
		Declaration by the acquirer, that theacquisition price would not be higher bymore than 25% ol the price computed inpoint 6 or point 7 as applicable.	The Acquirer hereby confirms that the acquisition pricewould not be higher by more than 25o/o of the pricecomputed in point 6 above.
9.		i. Declaration by the acquirer, that thetransferor and transferee have complied(during 3 years prior to the date ofproposed acquisition) / will comply withapplicable disclosure requirements inChapter V of the Takeover Regulations,2011 (corresponding provisions of therepealed Takeover Regulations, 1 997).This PDF document was edited with Icecream PDF Editor.	i. The Acquirer confirms that the transferor and thetransferee have complied (during 3 years prior to the dateof proposed acquisition)/ will comply with the applicabledisclosure requirements in Chapter V of the TakeoverRegulations, 2011 (corresponding provisions of therepealed Takeover Regulations 1 997).

	ii. The aforesaid disclosures made duringprevious 3 years prior to the date ofproposed acquisition to be furnished.	ii. The details are provided as an Annexure and the copiesof such disclosures are enclosed.
l0	Declaration by the acquirer that all theconditions specified under regulation10(1)(a) with respect to exemptions hasbeen duly complied with.	The Acquirer confirms that all the conditions specified underregulation 10(1Xa) with respect to the exemption have beenduly complied with.
11	Shareholding details	Before the proposedtransaction			After the proposedtransaction
		No. ofshares/voting rights	o/o w.r.ItotalsharecapitalofTC	No. of shares/voting Rights	o/o w.r.ltotalsharecapitalofTC
a	Acquirer(s) and PACs (other than sellers)(*)
	Acquirer	0	Oo/o	169,882,943	47.70%
	Siemens Gas and Power Holdinq B.V	85,468,862	24.00%	85,468,862	24.00o/o
	Siemens Metals TechnologiesVermogensverwaltunqs G mbH	1 1 ,738,108	3.30%	1 1 ,738,108	3.30%
b	Seller(s)
	Seller	169,882,943	47.70o/o	0	0o/o

Notes

• . (*) Shareholding of each entity may be shown separately and then collectively in a group.
• o The above disclosure shall be signed by the acquirer mentioning date & place. ln case, there is more than one acquirer, the report shall be signed either by all the persons or by a person duly authorized to do so on behalf of all the acquirers.

For and on behalf of Siemens lnternational Holding B.V

ø cq_

Authorised Signatory Name: H. Werner Designation: Managing Director

Date: 17 June, 2020 Place: The Hague

Upgrade to PRO to remove watermark.

I

Authorised Signatory Name: C.X. Chao Designation: Authorized Representative

Annexure

Entity makingdisclosure	Date	RegulationNumber	Submitted to	Reasons (ifapplicable)
SiemenslnternationalHolding B.V.			NIL
	4th April, 2018			Continualdisclosures underRegulation 30(1) and
	8th April, 2019	30(r) and 30(2)		30(2) of SEBI(SubstantialAcquisition of
	lst April, 2020		BSE Ltd.	Shares andTakeovers)Regulations,2011
Siemens AG	20tn May,2020	2e(21	National StockExchange of lndiaLtd.Siemens Limited	Disclosure underregulation 29(21ofSEBI (SubstantialAcquisition ofShares andTakeovers)Regulations ,2011pursuant to sale of24.0OYo of the equityshare capitalofSiemens Limited toSiemens Gas andPower Holding B.V.

Date: 1 April, 2020

BSE Ltd. National Stock Exchange of India Ltd.

Annual Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011

Dear Sirs,

Pursuant to Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, please find enclosed, in the prescribed format, yearly disclosure of our shareholding in Siemens Limited, India, as on 31st March, 2020.

Yours faithfully,

For Siemens Aktiengesellschaft

Franz Kiener (authorized signatory)

Thomas Fredrich (authorized signatory)

CC: Siemens Limited Birla Aurora, Level 21, Plot No. 1080, Dr. Annie Besant Road, Worli,

Mumbai - 400030

Siemens AG Controlling and Finance; Management: Ralf P. Thomas Accounting, Reporting and Controlling; Management: Juergen Wagner Werner-von-Siemens-Str. 1 80333 Munich Germany

Tel.: +49 (89) 636 00 www.siemens.com

This PDF document was edited with Icecream PDF Editor. Hagemann Snabe; Upgrade to PRO to remove watermark. President and Chief Executive Officer; Roland Busch, Klaus Helmrich,

Registered offices: Berlin and Munich, Germany; Commercial registries: Berlin Charlottenburg, HRB 12300, Munich, HRB 6684 WEEE-Reg.-No. DE 23691322

Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Part-A- Details of Shareholding

1.	Name of the Target Company (TC)	SIEMENS LIMITED
2.	Name(s) of the stock exchange(s) where the	1. BSE LIMITED
	shares of the TC are listed			2. NATIONAL STOCK EXCHANGE OF INDIA
		LIMITED
3.	Particulars of the shareholder(s):
a.	Name of the person(s) together with PersonsActing in Concert (PAC) whose total holding(including that in the form of shares, warrants,convertiblesecuritiesandanyotherinstruments that would entitle the holder toreceive shares in the TC) is more than 25% ofthe voting rights of the TC.		SIEMENS AKTIENGESELLSCHAFT
	Or
b.	Name(s) of promoter(s), member of thepromoter group and PAC with him.		SIEMENS AKTIENGESELLSCHAFT
4.	Particulars of the shareholding of person(s)mentioned at (3) above	Number ofshares	% w.r.t. totalshare / votingcapitalwhereverapplicable	% of total dilutedshare/votingcapital of TC (*)
	As on 31 st March, 2020, holding of:
a)	Shares	255,351,805	71.70%	71.70%
b)	Voting Rights (otherwise than by shares)
C)	Warrants
d)	Convertible Securities
e)	Any other instrument that would entitle theholder to receive shares in the TC.
	Total	255,351,805	71.70%	71.70%

(*) Diluted share/voting capital means the total number of shares in TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.

For Siemens Aktiengesellschaft

Franz Kiener

(authorized signatory)

Place: Munich

Date: 01 April 2020

Иb

Thomas Fredrich (authorized signatory)

Part-B**

Name of the Target Company: SIEMENS LIMITED

Name(s) of the person and Persons Acting in Whether the person belongs PAN of the personConcert (PAC) with the person	to Promoter / Promoter group	and PACs
SIEMENS AKTIENGESELLSCHAFT	Promoter

For Siemens Aktiengesellschaft

ОC.

Franz Kiener (authorized signatory)

Place: Munich

Date: 01 April 2020

Thomas Fredrich (authorized signatory)

(**) Part-B shall be disclosed to the Stock Exchanges but shall not be disseminated.

This PDF document was edited with Icecream PDF Editor. Upgrade to PRO to remove watermark.

Date: 08 April, 2019

BSE Ltd. National Stock Exchange of India Ltd.

- Annual Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011

Dear Sirs,

Pursuant to Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, please find enclosed, in the prescribed format, yearly disclosure of our shareholding in Siemens Limited, India, as on 31st March, 2019.

Yours faithfully,

For Siemens Aktiengesellschaft

ن د . \

Franz Kiener (authorized signatory)

Thomas Fredrich (authorized signatory)

CC: Siemens Limited Birla Aurora, Level 21, Plot No. 1080, Dr. Annie Besant Road, Worli, Mumbai - 400030

Siemens AG

Controlling and Finance; Management: Ralf P. Thomas Accounting, Reporting and Controlling; Management: Juergen Wagner Werner-von-Siemens-Str. 1 80333 Munich Germany

Tel.: +49 (89) 636 00 www.siemens.com

Siemens Aktiengesellschaft: Chairman of the Supervisory Board: Jim Hagemann Snabe;Managing Board: Joe Kaeser, Chairman, President and Chief Executive Officer; Roland ent ruggement Dinner,ecutive Officer; Roland Busch, Lisa Davis, Klaus Helmrich,

This PDF document was edited with Icecream PDF Editor.This PDF document was edited with Icernary, Commercial registries: Berlin Charlottenburg, HRB 12300, Munich, HRB 6684 Upgrade to PRO to remove watermark

SCF 04/2019 V13.06

Page 1 of 1

Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Part-A- Details of Shareholding

1.	Name of the Target Company (TC)	SIEMENS LIMITED
2.	Name(s) of the stock exchange(s) where the	1. BSE LIMITED
	shares of the TC are listed			2. NATIONAL STOCK EXCHANGE OF INDIA
		LIMITED
3.	Particulars of the shareholder(s):
a.	Name of the person(s) together with Persons		SIEMENS AKTIENGESELLSCHAFT
	Acting in Concert (PAC) whose total holding(including that in the form of shares, warrants,
	securitiesconvertibleanyotherand
	instruments that would entitle the holder to
	receive shares in the TC) is more than 25% of
	the voting rights of the TC.
	Or
b.	Name(s) of promoter(s), member of the		SIEMENS AKTIENGESELLSCHAFT
	promoter group and PAC with him.
4.	Particulars of the shareholding of person(s)	Number of	% w.r.t. total	% of total diluted
	mentioned at (3) above	shares	share / voting	share/voting
			capital	capital of TC (*)
			wherever
			applicable
	As on 31 st March, 2019, holding of:
a)	Shares	255,351,805	71.70%	71.70%
b)	Voting Rights (otherwise than by shares)
$\mathbf{C}$	Warrants
d)	Convertible Securities
e)	Any other instrument that would entitle the
	holder to receive shares in the TC.
	Total	255,351,805	71.70%	71.70%

(*) Diluted share/voting capital means the total number of shares in TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.

For Siemens Aktiengesellschaft

Kir Dpc.

Franz Kiener (authorized signatory)

Place: Munich

Date: 08 April 2019

bul

Thomas Fredrich (authorized signatory)

Part-B**

Name of the Target Company: SIEMENS LIMITED

Name(s) of the person and Persons Acting in Whether the person belongs PAN of the person Concert (PAC) with the person	to Promoter / Promoter group	and PACs
SIEMENS AKTIENGESELLSCHAFT	Promoter

For Siemens Aktiengesellschaft

Felg

Franz Kiener (authorized signatory)

Thomas Fredrich (authorized signatory)

Place: Munich

Date: 08 April 2019

(**) Part-B shall be disclosed to the Stock Exchanges but shall not be disseminated.

Date: 04 April, 2018

BSE Ltd. National Stock Exchange of India Ltd.

Annual Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011

Dear Sirs,

Pursuant to Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, please find enclosed, in the prescribed format, yearly disclosure of our shareholding in Siemens Limited, India, as on 31st March, 2018.

Yours faithfully,

For Siemens Aktiengesellschaft

Harish Shekar

Franz Kiener

Authorised Signatory

CC: Siemens Limited Birla Aurora, Level 21, Plot No. 1080, Dr. Annie Besant Road, Worli, Mumbai - 400030

Siemens AG Semens AGAccounting, Reporting und ControllingManagement: Juergen Wagner Werner-von-Siemens-Str. 1 80333 Muenchen Germany

Tel.: +49 (89) 636 00

Siemens Aktiengesellschaft: Chairman of the Supervisory Board: Jim Hagemann Snabe;Managing Board: Joe Kaeser, Chairman, President and Chief Executive Officer; Roland Busch, Lisa Davis, Klaus Helmrich,Janina Kuɑel. Cedrik

This PDF document was edited with Icecream PDF Editor. Upgrade to PRO to remove watermark.

Disclosures under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Part-A- Details of Shareholding

1.	Name of the Target Company (TC)	SIEMENS LIMITED
2.	Name(s) of the stock exchange(s) where the	1. BSE LIMITED
	shares of the TC are listed			2. NATIONAL STOCK EXCHANGE OF INDIA
		LIMITED
3.	Particulars of the shareholder(s):
a.	Name of the person(s) together with Persons		SIEMENS AKTIENGESELLSCHAFT
	Acting in Concert (PAC) whose total holding
	(including that in the form of shares, warrants,
	convertiblesecuritiesanyandother
	instruments that would entitle the holder to
	receive shares in the TC) is more than 25% of
	the voting rights of the TC.
	Or
b.	Name(s) of promoter(s), member of the		SIEMENS AKTIENGESELLSCHAFT
	promoter group and PAC with him.
4.	Particulars of the shareholding of person(s)	Number of	% w.r.t. total	% of total diluted
	mentioned at (3) above	shares	share / voting	share/voting
			capital	capital of TC (*)
			wherever
			applicable
	As on 31 st March, 2018, holding of:
a)	Shares	255,351,805	71.70%	71.70%
b)	Voting Rights (otherwise than by shares)Warrants
$\mathsf{c}$	Convertible Securities
d)
e)	Any other instrument that would entitle theholder to receive shares in the TC.
	Total	255,351,805	71.70%	71.70%

(*) Diluted share/voting capital means the total number of shares in TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.

For Siemens Aktiengesellschaft

Harish Shekar $\overline{\phantom{a}}$

Signature of Authorised Signatory

Place: Munich

Date: 4 April, 2018

Kie

Franz Kiener

Part-B**

Name of the Target Company: SIEMENS LIMITED

Name(s) of the person and Persons Acting in Whether the person belongs PAN of the person Concert (PAC) with the person	to Promoter / Promoter group	and PACs
SIEMENS AKTIENGESELLSCHAFT	Promoter

For Siemens Aktiengesellschaft

Harish Shekar

Kie $\infty$

Franz Kiener

Signature of the Authorised Signatory

Place: Munich

Date: 4 April, 2018

(**) Part-B shall be disclosed to the Stock Exchanges but shall not be disseminated.

Siemens Aktiengesellschaft Werner-von-Siemens-Str. 1, 80333 Muenchen

The Secretary BSE Limited

The Secretary National Stock Exchange of India Ltd. Exchange Plaza, 3rd Floor Plot No.3-1"G" Block, I.F.B. Centre, Bandra-Kurla-Complex, Bandra (East) Mumbai - 400 051 Email: takeover@nse.co.in

Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai 400001 E-mail: corp.relations@bseindia.com

The Company Secretary Siemens Limited

Birla Aurora, Level 21, Plot No. 1080, Dr. Annie Besant Road, Worli, Mumbai, Maharashtra, 400030

E-mail: ketan.thaker@siemens.com

May 20, 2020

$1|4$

Dear Sir,

Sub.: Disclosure in terms of Regulation 29(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations")

Siemens Limited ("Target Company") is a public listed company. This is to inform you that Siemens Gas and Power Holding BV ("Acquirer"), a wholly owned subsidiary of Siemens Aktiengesellschaft, Germany ("Seller"), has acquired 24% of the equity shares of the Target Company from the Seller, pursuant to which the Acquirer has become a promoter of the Target Company, along with the Seller.

In this regard, please find enclosed the requisite disclosure under Regulation 29(2) of the Takeover Regulations.

Kindly acknowledge receipt.

Yours faithfully,

For and on behalf of the Siemens Aktiengesellschaft, Germany

Hardi Zajewski ristian Bleiweiß SVP M&A Chief Counsel M&A

1.	Name of the Target Company (TC)	Siemens Limited ("Target Company")
2.	Name(s) of the seller and Persons Acting inConcert (PAC) with the acquirer	Siemens Aktiengesellschaft, Germany("Seller")Siemens Metals TechnologiesVermogensverwaltungs GmbH ("SMTV")Siemens Gas and Power Holding BV("Acquire")
3.	Whether the seller belongs to Promoter/ Yes, the Seller is a Promoter of the TargetPromoter group	Company.
4.	Name(s) of the Stock Exchange(s) wherethe shares of TC are Listed	BSE LimitedNational Stock Exchange of India Limited
5.	Details of the acquisition/ disposal asfollows	Number	% w.r.t.totalshare/votingcapitalwhereverapplicable$ *$	% w.r.t.totaldilutedshare/votingcapital ofthe$TC(**$
(i)	Before the disposal under consideration,holding:
	Shares carrying voting rightsa)
	Seller	255,351,805	71.70%	71.70%
	SMTV	11,738,108	3.30%	3.30%
	Acquirer		$0%$	0%
	Shares in the nature of encumbranceb)lien/(pledge/non-disposalundertaking/others)
	Voting rights (VR) otherwise than by$\mathsf{C}$shares
	Warrants/convertible securities / any$\mathsf{d}$other instrument that entitles theseller to receive shares carrying votingrights in the TC (specify holding in eachcategory)
	$Total(a+ b+c+d)$$\epsilon$	267,089,913	75.00%	75.00%
(iii)	Details of acquisition/ sale

	Shares carrying voting rights acquired/a)sold
	Seller	85,468,862	24.00%	24.00%
	VRs acquired /sold otherwise than byb)shares
	Warrants/ convertible securities/ any$\mathsf{C}$other instrument that entitles theacquirer to receive shares carryingvoting rights in the TC (specify holdingin each category) acquired/sold
	Shares encumbered/invoked/$\mathsf{d}$released by the acquirer
	$e)$ Total (a+b+c+d)	85,468,862	24.00%	24.00%
(iii)	After the acquisition/sale, holding of:
	Shares carrying voting rights$\mathsf{a}$
	Seller	169,882,943	47.70%	47.70%
	SMTV	11,738,108	3.30%	3.30%
	Acquirer	85,468,862	24.00%	24.00%
	Shares encumbered with the acquirerb)		58
	VRs otherwise than by shares$\mathsf{C}$
	Warrants/ convertible securities / anyd)other instrument that entitles theacquirer to receive shares carryingvoting rights in the TC (specify holdingin each category) after acquisition
	$e)$ Total (a+b+c+d)	267,089,913	75.00%	75.00%
6.	Mode of acquisition/ sale (e.g. open Inter-se transfer amongst members of themarket/ off-market/ public issue/ rights promoter/promoter group through a blockissue/ preferential allotment / inter-se trade on the stock exchangetransfer etc.)
	Date of acquisition / sale of shares/ VR-or 19 th May, 2020date of receipt of intimation of allotmentof shares, whichever is applicable

8.	Equity share capital /total voting capitalof the TC before the said acquisition/ sale	356,120,255 Equity Shares of INR 2 each
9.	Equity share capital/total voting capital ofthe TC after the said acquisition/ sale	356,120,255 Equity Shares of INR 2 each

Total diluted share/voting capital of the 356,120,255 Equity Shares of INR 2 eachTC after the said acquisition

(*) Total share capital/voting capital to be taken as per the latest filing done by the company to the Stock Exchange under Clause 35 of the listing Agreement.

(**) Diluted share/voting capital means the total number of shares in the TC assuming full conversion of the outstanding convertible securities/warrants into equity shares of the TC.

For and on behalf of the Siemens Aktiengesellschaft, Germany

Hardi Zajéwski istian Bleiweiß SVP M&A

Chief Counsel M&A

Date: 20th May, 2020 Place: Munich, Germany

Date: 20th May, 2020 Place: Munich, Germany