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1、Compensation Report 2022 Siemens Aktiengesellschaft Berlin and Munich Compensation Report 2022 This Compensation Report provides an explanation and a clear and comprehensible presentation of the compensation individually awarded and due to the current and former members of the Managing Board and the

2、 Supervisory Board of Siemens AG for fiscal 2022(October 1,2021,to September 30,2022).The Report complies with the requirements of the German Stock Corporation Act(Aktiengesetz,AktG).Detailed information regarding the compensation systems for members of the Managing Board and the Supervisory Board o

3、f Siemens AG is available on the Siemens Global Website WWW.SIEMENS.COM/CORPORATE-GOVERNANCE.Due to rounding,numbers presented throughout this report may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.Table of contents A.Fiscal 2022 in retr

4、ospect 4 B.Compensation of Managing Board members 6 B.1 The compensation system at a glance 6 B.2 Principles of the determination of compensation 10 B.2.1 Target compensation and compensation structure 10 B.2.2 Maximum compensation 12 B.2.3 Appropriateness of compensation 12 B.3 Variable compensatio

5、n in fiscal 2022 13 B.3.1 Short-term variable compensation(Bonus)14 B.3.2 Long-term variable compensation(Stock Awards)20 B.3.3 Malus and clawback regulations 26 B.4 Share Ownership Guidelines 27 B.5 Pension benefit commitment 27 B.6 Compensation awarded and due 28 B.6.1 Active Managing Board member

6、s in fiscal 2022 28 B.6.2 Former members of the Managing Board 31 B.7 Outlook for fiscal 2023 32 C.Compensation of Supervisory Board members 33 D.Comparative information on profit development and annual change in compensation 35 E.Other 38 Independent auditors report 39 Compensation Report A.Fiscal

7、2022 in retrospect FISCAL 2022 4 A.Fiscal 2022 in retrospect What did the economic and political environment look like at the start of fiscal 2022?In the fall of 2021,the starting position for fiscal 2022 was beset by many uncertainties.The COVID-19 pandemic had not yet peaked,and there was a risk o

8、f further,more-contagious or more-severe virus variants.Supply chain bottlenecks continued as did the trade conflict between the U.S.and China.The already tense geopolitical situation further deteriorated dramatically due to Russias war of aggression against Ukraine.Inflation subsequently rose to he

9、ights not seen in decades,triggered mainly by large price jumps in the energy sector.Siemens withdrew from Russia following the imposition of international sanctions.This move had a negative impact on the Companys profit as did the necessary impairment of our stake in Siemens Energy.However,Siemens

10、AG proved,in retrospect,to be very strong:the Company leveraged growth opportunities in many key markets.The Siemens team delivered a very good operating performance in extremely challenging times.How is the strategy reflected in Managing Board compensation?Siemens positioned itself as a leading tec

11、hnology company focused on accelerated high-value growth.The Supervisory Board is convinced that this strategy positions Siemens to meet the challenges of the future.The Managing Board compensation that has been determined by the Supervisory Board fosters the implementation of the Companys strategic

12、 targets by providing incentives for increasing profit and capital efficiency and for cash generation.In addition,sustainability as a strategic goal and an expression of Siemens social responsibility is a high priority at Siemens.Sustainability is managed using the DEGREE framework.Introduced in fis

13、cal 2021,this framework addresses sustainability from every angle and determines Siemens ambitions in the sustainability area with systematized,measurable and specific long-term targets for environment,social and governance(ESG)dimensions.DEGREE is an acronym that stands for decarbonization,ethics,g

14、overnance,resource efficiency,equity and employability.The DEGREE framework is continuously developed and adapted to the commitments that Siemens has made,such as the Science Based Targets initiative.The key performance indicators applied in long-term variable compensation are part of this DEGREE fr

15、amework(CO2 emissions and digital learning hours per employee)and/or reflect the Companys priorities(Net Promoter Score as an expression of customer satisfaction).How did Siemens perform in fiscal 2022?Siemens was very successful in fiscal 2022 despite the complex geopolitical and economic environme

16、nt.Many of our key customer industries including automotive,machine building,pharmaceuticals,chemicals,electronics,cloud services and public transport kept growing,and we continued to successfully avoid major supply chain disruptions.Our Industrial Business again achieved excellent results,particula

17、rly in Digital Industries,Smart Infrastructure and Siemens Healthineers.Results at Mobility were strongly impacted by the negative effects of withdrawing from business activities in Russia.Outside Industrial Business,exiting our financing and leasing activities in Russia resulted in further charges.

18、A significant decline in the market value of Siemens Energy AG also led to an impairment of our stake in that company as of June 30,2022.Revenue increased at all our industrial businesses and,including positive currency translation effects,climbed 16%to 72.0 billion.Net of currency translation and p

19、ortfolio effects,revenue for Siemens grew 8.2%.Profit Industrial Business rose 17%to a record high of 10.3 billion.Our Industrial Business generated a strong profit margin of 15.1%.Despite the excellent performance of our Industrial Business and a net gain of 2.2 billion from the successful further

20、focusing of our business,which included gains from the divestments of Siemens Logistics mail and parcel business and Yunex Traffic,Siemens net income declined to 4.4 billion.This decline was chiefly due to the 2.7 billion impairment of Compensation Report A.Fiscal 2022 in retrospect FISCAL 2022 5 ou

21、r stake in Siemens Energy AG and a negative effect of 1.3 billion related to our previously mentioned decision to exit business activities in Russia.Basic earnings per share(EPS)from net income came in at 4.65,and earnings per share before purchase price allocation(EPS pre PPA)was 5.47.The impairmen

22、t of our stake in Siemens Energy AG burdened basic EPS from net income and EPS pre PPA by 3.37 per share.The impairment of our stake in Siemens Energy AG burdened return on capital employed(ROCE)by 5.3 percentage points,resulting in ROCE of 10.0%for fiscal 2022.Free cash flow from continuing and dis

23、continued operations for fiscal 2022 was 8.2 billion,reaching the high level of fiscal 2021.The cash conversion rate for Siemens,defined as the ratio of free cash flow from continuing and discontinued operations to net income,was 1.86,exceeding our targeted cash conversion rate of 1 minus the annual

24、 comparable revenue growth rate for Siemens.Siemens strong operating performance in fiscal 2022 is reflected in the Managing Boards variable compensation,which takes into account not only financial success but also environmental and social aspects.As a result,the compensation of the Managing Board m

25、embers is also oriented toward the interests of the shareholders as well as the other stakeholders of Siemens AG.Composition of the Managing Board and the Compensation Committee There were no changes in the composition of the Managing Board of Siemens AG or in the Compensation Committee of the Super

26、visory Board of Siemens AG in fiscal 2022.In fiscal 2022,the Managing Board comprised Dr.Roland Busch(President and CEO),Cedrik Neike,Matthias Rebellius,Prof.Dr.Ralf P.Thomas and Judith Wiese.In fiscal 2022,the Compensation Committee comprised Michael Diekmann(Chairman),Harald Kern,Jrgen Kerner,Jim

27、Hagemann Snabe,Birgit Steinborn and Matthias Zachert.Vote on the Compensation Report for fiscal 2021 at the 2022 Annual Shareholders Meeting The Compensation Report for fiscal 2021 was prepared for the first time in accordance with Section 162 of the German Stock Corporation Act(AktG),and its conten

28、t was also audited by the independent auditors,beyond the requirement of Section 162 para.3 sent.1 and 2 of the German Stock Corporation Act.The Compensation Report on the compensation individually awarded and due to the members of the Managing Board and the Supervisory Board of Siemens AG in fiscal

29、 2021 was approved by a majority of 91.70%at the Annual Shareholders Meeting on February 10,2022.In discussions between the Chairman of the Supervisory Board and investors,we received very positive feedback on the structure and transparency of the Compensation Report for fiscal 2021.The suggestions

30、for improvement mentioned in these discussions have been taken into account in the current Compensation Report for fiscal 2022.To make compensation reporting even more transparent,chapter B.3.1 SHORT-TERM VARIABLE COMPENSATION(BONUS)has been expanded to include further details of the Managing Board

31、members individual targets.Chapter B.3.2 LONG-TERM VARIABLE COMPENSATION(STOCK AWARDS)has also been expanded to include further information on the Siemens-internal ESG/Sustainability index.In view of the high level of approval of the application of the compensation system in fiscal 2021 and taking i

32、nto account regular feedback from investors,no changes to the compensation system were deemed necessary in fiscal 2022.Pursuant to Section 120a para.1 sent.1 of the German Stock Corporation Act,the compensation system for Managing Board members must be presented to the Annual Shareholders Meeting fo

33、r approval in February 2024.In this connection,a comprehensive audit of the current compensation system is planned for fiscal 2023.Compensation Report B.Compensation of Managing Board members FISCAL 2022 6 B.Compensation of Managing Board members B.1 The compensation system at a glance The current c

34、ompensation system for the members of the Managing Board of Siemens AG has been in place since fiscal 2020 and was endorsed by the Annual Shareholders Meeting on February 5,2020,by a majority of 94.51%.The compensation of the Managing Board members consists of fixed and variable components.Fixed com

35、pensation,which is not performance-based,comprises base salary,fringe benefits and a pension benefit commitment.Short-term variable compensation(Bonus)and long-term variable compensation(Stock Awards)are performance-based compensation and thus variable.The Share Ownership Guidelines are a further ke

36、y component of the compensation system.They obligate Managing Board members to permanently hold Siemens shares worth a defined multiple of their base salary and to purchase additional shares in the event that the value of their shares falls below the defined amount.The Managing Board compensation sy

37、stem is also supplemented by commitments granted in connection with the commencement and termination of appointments to the Managing Board as well as any change in the regular place of work.Overview of the compensation system for Managing Board membersCompensation Design of compensationcomponents co

38、mponentsMaximum payout Malus and clawback Maximum Other design(in%of target amount)regulations compensation characteristicsBase salaryFringe benefitsPension benefitcommitment100%1Not applicable33.34%SiemensGroup33.33%ManagingBoardportfolio33.33%Individualta rgets200%80%Total shareholderreturn(TSR)co

39、m-20%Environment,Socialand Governance(ESG/300%Variable FixedFixedcompensationEquals the sumof maximumamounts thatcan possibly bepaid out to eachManaging Boardmember from allcompensationcomponents forthe relevantfiscal yearShare OwnershipGuidelinesShort-termvariablecompensation(Bonus)Commitmentsin co

40、nnection withthe commence-ment of appoint-mentsLong-termvariablecompensation(Stock Awards)Commitments inthe event oftermination ofappointmentsSeverance capired to MSCI World Sustainability index)dustrials Index1 Fringe benefits are reimbursed up to a maximum amount set by the Supervisory Board.Compe

41、nsation Report B.Compensation of Managing Board members FISCAL 2022 7 The following tables describe the components of the compensation system for the Managing Board members,the components link to the Companys strategy and their concrete application in fiscal 2022.FIXED COMPENSATIONBase salaryImpleme

42、ntation in compensation system Link to strategy Contractually agreed fixed annual compensation based on a Managing Board Competitive compen-members duties and related responsibilities and his or her experience sation in order to obtain Payment in 1 2 monthly installments the best candidates.worldwid

43、e to developApplication in fiscal 2022,.,_ and execute the President and CEO:1,770,000 p.a.r,.1 _ Company s strategy Other Managing Board members:1,101,600 p.a.,33 r and manage its opera-Fringe benefitsImplementation in compensation system tions and in order to Determination of a maximum amount rela

44、tive to base salary,covering expenses retain these individualsincurred to the benefit of the Managing Board member at the Company Includes in-kind compensation and fringe benefits granted by the Company,over the long term,for example:Provision of a company car Insurance allowances Costs of medical c

45、heckupsApplication in fiscal 2022In fiscal 2022,Managing Board members were entitled to fringe benefits equalto a maximum of 7.5%of their base salary President and CEO:max.1 32,750 Other Managing Board members:max.82,620Pension benefitcommitmentImplementation in compensation system Annual contributi

46、ons to the Siemens Defined Contribution Pension Plan(BSAV)Newly appointed Managing Board members as of October 1,2019:fixed cashamount for free disposal Commitment at beginning of fiscal year Credit to pension account(BSAV contribution)or payout(amount for free disposal)in January after the end of t

47、he fiscal yearApplication in fiscal 2022BSAV contribution(credit in January 2023)President and CEO:991,200 Other Managing Board members:61 6,896Amount for free disposal(payment in January 2023)Other Managing Board members:550,800Compensation Report B.Compensation of Managing Board members FISCAL 202

48、2 8 VARIABLE COMPENSATIONShort-termvariablecompensation(Bonus)Implementation in compensation systemPerformance-oriented annual Bonus,paid in cash in the subsequent fiscal year Performance range:0%to 200%,using linear interpolation Three equally weighted target dimensions:Siemens Group Managing Board

49、 portfolio Individual targets:two to four equally weighted financial targets or focus topics Consideration of extraordinary developments in justified,infrequent special cases possibleLink to strategyProvides incentives forstrong annual financialand non-financial per-formance as the basisfor long-ter

50、m Companystrategy and sustainablevalue creation.Application in fiscal 2022Bonus for fiscal 2022 Performance period:October 1,2021,to September 30,2022 Payout:February 2023(at the latest)Performance criteria:33.34%earnings per share before purchase price allocation(EPS pre PPA)33.33%return on capital

51、 employed adjusted(ROCE adjusted)33.33%individual targets:Cash conversion rate(CCR)in the area of responsibility Comparable revenue growth in the area of responsibility Two additional individual targets with focus topics fromthe Bonus topic catalogueTarget amounts(based on 1 00%target achievement)Pr

52、esident and CEO:1,770,000 Other Managing Board members:1,101,600Long-termvariablecompensation(Stock Awards)Implementation in compensation systemPerformance-oriented plan settled by share transfer after the end of an approximatelyfour-year vesting period Performance range:0%to 200%,using linear inter

53、polation Two performance criteria:Development of total shareholder return(TSR)relativeto an international sector index(weighting:80%)1 2-month reference and 36-month performance period Outperformance relative to sector index-1+20 percentage points Siemens-internal ESG/Sustainability index with three

54、 equally weightedkey performance indicators and annual interim targets(weighting:20%)Payout cap:300%of target amountLink to strategyFosters long-termcommitment andprovides incentivesfor sustainable valuecreation in accordancewith the interests ofshareholders and forthe achievement ofstrategic sustai

55、nabilitytargets.Application in fiscal 20222022 Stock Awards tranche Allocation date:November 1 2,2021 End of vesting period:in November 2025 Performance criteria:Development of TSR relative to MSCI World Industrials index(weighting:80%)ESG key performance indicators:CO 2 emissions,digital learning h

56、ours peremployee and Net Promoter Score(weighting:20%)Target amounts(based on 1 00%target achievement)President and CEO:2,954,000 Chief Financial Officer:2,000,000 Other Managing Board members:1,259,000Malus andclawbackregulationsImplementation in compensation systemIn cases of severe breaches of du

57、ty or compliance and/or unethical behavior or incases of grossly negligent or willful breaches of duty of care or in cases in whichvariable compensation components linked to the achievement of specific targetshave been unduly paid out on the basis of incorrect data,the Supervisory Board canwithhold

58、or reclaim variable compensation.Link to strategyAim to ensuresustainable Companydevelopment andavoid inappropriaterisks.Application in fiscal 2022No application in fiscal 2022Compensation Report B.Compensation of Managing Board members FISCAL 2022 9 MAXIMUM COMPENSATIONMaximumImplementation in comp

59、ensation systemLink to strategycompensation Determined annually by the Supervisory Board based on total target compensation Equals the sum of maximum amounts that can possibly be paid out to each ManagingBoard member from all compensation components for the relevantfiscal year and is calculated as f

60、ollows:Base salary+maximum fringe benefits+BSAV contribution or amount for free disposal+two times the Bonus target amount+three times the Stock Awards target amountCaps Managing Boardmembers compensationin order to avoiduncontrollably highpayments and thusdisproportionatecosts and risks forthe Comp

61、any.Application in fiscal 2022 Maximum compensation for each Managing Board member for fiscal 2022determined in accordance with the compensation system Final assessment of compliance with maximum compensation whenthe 2022 Stock Awards tranche is settled in fiscal 2026 Reporting in Compensation Repor

62、t for fiscal 2026OTHER DESIGN CHARACTERISTICSShare OwnershipGuidelinesImplementation in compensation system Obligates Managing Board members to permanently hold Siemens shares of anamount equal to a multiple of their base salary during their terms of office on theManaging Board President and CEO:300

63、%Other Managing Board members:200%Four-year build-up phase Verification date on second Friday in March Relevant share price:average Xetra opening price of the fourth quarterof the previous calendar year Obligation to purchase additional shares if the value of the accumulatedshareholding falls below

64、the respective amounts to be verified due tofluctuations in the Siemens share priceLink to strategyFoster an alignmentof Managing Boardand shareholderinterests and provideadditional incentivesto sustainably increaseCompany value.Application in fiscal 2022 Verification date:March 1 1,2022 Relevant sh

65、are price:145.45 Fulfilled by all the Managing Board members obligated to provide verificationCommitments inconnection with thecommencementof Managing BoardImplementation in compensation system Compensation for the loss of benefits from a former employer Moving expenses due to a change of the regula

66、r place of workat the request of the CompanyLink to strategyAre part of competitivecompensation and helpthe Company obtainappointmentsApplication in fiscal 2022No application in fiscal 2022the best candidatesworldwide for theManaging Board.Commitments in theevent of terminationof Managing Boardappoi

67、ntmentsImplementation in compensation system Termination by mutual agreement and without serious cause Change of control(only for first-time appointments and/or reappointmentsbefore November 201 9)Application in fiscal 2022No application in fiscal 2022Compensation Report B.Compensation of Managing B

68、oard members FISCAL 2022 10 B.2 Principles of the determination of compensation B.2.1 Target compensation and compensation structure The Supervisory Board has determined,in accordance with the compensation system for the Managing Board members,the amount of each Managing Board members total target c

69、ompensation for fiscal 2022.In making this determination,the Supervisory Board has ensured that the proportion of long-term variable compensation always exceeds that of short-term variable compensation and that the proportions of total target compensation represented by each of the individual compen

70、sation components are within the ranges defined in the compensation system.As part of its regular review to determine the appropriateness of Managing Board income and the latters conformity with market conditions,the Supervisory Board approved,at its meeting on September 23,2021,an increase in the t

71、otal target compensation of Dr.Roland Busch effective October 1,2021.This increase was implemented by raising his Stock Awards target amount to 2,954,000 from 2,390,000.In addition,the Supervisory Board decided at its meeting on December 2,2021,to extend the appointment of Chief Financial Officer(CF

72、O)Prof.Dr.Ralf P.Thomas until December 2026.In connection with this extension,the Supervisory Board approved retroactively an increase in the total target compensation of Prof.Dr.Ralf P.Thomas effective October 1,2021.This increase was implemented by raising his Stock Awards target amount to 2,000,0

73、00 from 1,544,000.By increasing the Stock Awards target amounts,variable compensation is structured on a more long-term basis,while compensation as a whole is oriented even more toward sustainable Company development.Regarding compensation,all components of the compensation of the position of Presid

74、ent and CEO are differentiated.The target amount of Prof.Dr.Ralf P.Thomass Stock Awards is differentiated due to his particular responsibilities as CFO.The following table shows the individualized target compensation of each Managing Board member and the relative proportions of total target compensa

75、tion represented by each of the individual compensation components.Composition of total target compensationTOTAL TARGET COMPENSATIONFIXED COMPENSATIONVARIABLE COMPENSATIONBase salaryFringe benefitsPension benefitcommitmentShort-term variablecompensation(Bonus)Long-term variablecompensation(Stock Awa

76、rds)36%to 43%of total target compensation20%to 28%of total target compensation30%to 42%of total target compensationCompensation Report B.Compensation of Managing Board members FISCAL 2022 11 Target compensation fiscal 2022Dr.Roland Busch Cedrik NeikeManaging Board members President and CEO since Feb

77、.3,2021 Managing Board member since April 1,2017in office on September 30,20222022202120222021 thousand in%of TTC thousandin%of TTC thousand in%of TTC thousandin%of TTCFixedBase salary1,77023%1,77025%1,10226%1,10226%compensation+Fringe benefits 11332%1332%832%832%+BSAV contribution/amount for free d

78、isposal 299113%99114%61715%61715%=Total2,89438%2,89441%1,80143%1,80143%Variablecompensation+Short-term variable compensationBonus for fiscal 20221,77023%-1,10226%-Bonus for fiscal 2021-1,77025%-1,10226%+Long-term variable compensation2022 Stock Awards(vesting:2021-2025)2,95439%-1,25930%-2021 Stock A

79、wards(vesting:2020-2024)-2,39034%-1,25930%=Total target compensation(TTC)7,618100%7,054100%4,1621 00%4,1621 00%Matthias RebelliusManaging Board member since Oct.1,2020Prof.Dr.Ralf P.ThomasManaging Board member since Sept.18,20132022202120222021 thousandin%of TTC thousandin%of TTC thousand in%of TTC

80、thousandin%of TTCFixedBase salary1,10227%1,10227%1,10222%1,10225%compensation+Fringe benefits 1832%832%832%832%+BSAV contribution/amount for free disposal 255113%55113%61713%61714%=Total1,73542%1,73542%1,80137%1,80141%Variablecompensation+Short-term variable compensationBonus for fiscal 20221,10227%

81、-1,10222%-Bonus for fiscal 2021-1,10227%-1,10225%+Long-term variable compensation2022 Stock Awards(vesting:2021-2025)1,25931%-2,00041%-2021 Stock Awards(vesting:2020-2024)-1,25931%-1,54435%=Total target compensation(TTC)4,096100%4,096100%4,9031 00%4,4471 00%Judith WieseManaging Board member since Oc

82、t.1,202020222021 thousand in%of TTC thousand in%of TTCFixedBase salary1,10227%1,10227%compensation+Fringe benefits 1832%832%+BSAV contribution/amount for free disposal 255113%55113%=Total1,73542%1,73542%Variablecompensation+Short-term variable compensationBonus for fiscal 20221,10227%-Bonus for fisc

83、al 2021-1,10227%+Long-term variable compensation2022 Stock Awards(vesting:2021-2025)1,25931%-2021 Stock Awards(vesting:2020-2024)-1,25931%=Total target compensation(TTC)4,096100%4,096100%1 For fiscal 2022,each Managing Board member was awarded fringe benefits equal to a maximum 7.5%of his or her bas

84、e salary.The target amount reportedhere is also equal to the maximum amount.2 Matthias Rebellius and Judith Wiese are not included in the Siemens Defined Contribution Pension Plan(BSAV).Instead of BSAV contributions,they receivea fixed cash amount for free disposal.Compensation Report B.Compensation

85、 of Managing Board members FISCAL 2022 12 B.2.2 Maximum compensation The maximum compensation of each Managing Board member is determined annually by the Supervisory Board in accordance with Section 87a para.1 sent.2 No.1 of the German Stock Corporation Act.Maximum compensation is equal to the total

86、 of the maximum amounts of all compensation components that can possibly be paid out to each Managing Board member for the relevant fiscal year.It is calculated by adding base salary,maximum fringe benefits and the BSAV contribution(or the amount for free disposal)as well as two times the Bonus targ

87、et amount and three times the Stock Awards target amount.Twice the Bonus target amount and triple the Stock Awards target amount also correspond to the respective limits(individual caps)on the amount of variable compensation.The following table shows the maximum compensation of each Managing Board m

88、ember as approved by the Supervisory Board for fiscal 2022 in accordance with Section 87a para.1 sent.2 No.1 of the German Stock Corporation Act.The base salary and the BSAV contribution(or the amount for free disposal)are fixed amounts.In no case did the fringe benefits awarded to a Managing Board

89、member exceed the maximum amount defined for fiscal 2022.The Bonus cap was not reached in fiscal 2022.Since the 2022 Stock Awards tranche is not due until November 2025,compliance with the maximum limit of the Stock Awards for fiscal 2022 can be finally assessed only in November 2025,when the 2022 S

90、tock Awards tranche is settled.The final assessment of compliance with the maximum compensation for fiscal 2022 will be included in the Compensation Report for fiscal 2026.B.2.3 Appropriateness of compensation The Supervisory Board conducted the annual review of Managing Board compensation in order

91、to determine the latters appropriateness and conformity with market conditions.For this purpose,the Supervisory Board assessed with the assistance of an external and independent compensation consultant and in accordance with the compensation system the compensations level and structure relative to t

92、he companies included in the DAX 40,the German blue-chip stock index,and relative to the companies included in the STOXX Europe 50(horizontal comparison).In the course of its review,the Supervisory Board also assessed the development of Managing Board compensation relative to the compensation of Sen

93、ior Management and Siemens total workforce in Germany(vertical comparison).Senior Management comprises executive employees.The total workforce comprises Senior Management as well as the Siemens employees who are covered by collective bargaining agreements and those who are not.In addition to a statu

94、s quo analysis,the vertical comparison took into account the development of compensation ratios over time.Since Siemens Healthineers is a separately managed,publicly listed company,its workforce was not included in the vertical comparison.Maximum compensation fiscal 2022Managing Board membersin offi

95、ce on September 30,2022(thousand)Dr.RolandBuschCedrikNeikeMatthiasRebelliusProf.Dr.Ralf P.ThomasJudithWieseFixed Base salary1,7701,1021,1021,1021,102compensation._.+Fringe benefits(maximum amount)13383838383BSAV contribution/+amount for free disposal991617551617551Variable Bonus for fiscal 2022compe

96、nsation+(two times target amount)3,5402,2032,2032,2032,2032022 Stock Awardsvesting:2021-2025+(three times target amount)8,8623,7773,7776,0003,777=Maximum compensation15,2967,7817,71510,0047,715Compensation Report B.Compensation of Managing Board members FISCAL 2022 13 The appropriateness review of M

97、anaging Board compensation in fiscal 2022 has shown that Managing Board compensation is appropriate.B.3 Variable compensation in fiscal 2022 Variable compensation is tied to performance and accounts for a significant proportion of the total compensation of Managing Board members.It consists of a sho

98、rt-term variable component(Bonus)and a long-term variable component(Stock Awards).The performance criteria and the key performance indicators used to measure performance for variable compensation in fiscal 2022 are derived from the Companys strategic goals and operational steering and are in line wi

99、th the current compensation system.As a rule,all the performance criteria measure successful value creation in all its different forms,as strategically envisioned.In line with Siemens social responsibility,sustainability is also included in the performance criteria.The performance criteria relevant

100、for fiscal 2022,the key performance indicators,the focus topics and the explanations of how these foster the Companys long-term development are shown in the following table.Performance criteria of variable compensation and link to strategyPerformancecriterionKey performanceindicator/focus topicBonus

101、StockAwards Link to strategyProfitEarnings pershare beforepurchase priceallocation(EPS pre PPA)EPS reflects the net income attributable to the shareholders of Siemens AG andincentivizes the sustainable increase in profit-particularly by focusing on profitablegrowth.This key performance indicator pro

102、vides a comprehensive perspective thatencompasses all units of the Siemens Group.The consideration of EPS pre PPAstrengthens the focus on Siemens operating performance.Profitability/capital efficiencyReturn on capitalemployedadjusted(ROCEadjusted)JROCE,which is the primary measure for managing capit

103、al efficiency at Grouplevel,reflects our focus on profitable growth,the implementation of measures tosustainably increase competitiveness and stringent working capital management.The adjustment of ROCE places the focus on Siemens operating performance.LiquidityCash conversionrate(CCR)CCR measures th

104、e ability to convert profit into cash flow in order to finance growthand offer our shareholders an attractive,progressive dividend policy.GrowthComparablerevenue growthFurther accelerating high-value qualitative growth is a key element of Siemensstrategy.As a leading technology company,Siemens wants

105、 to expand its positionon all targeted markets and tap additional profitable markets.Long-termvalue creationTotal shareholderreturn(TSR)TSR is a yardstick for measuring the achievement of Siemens strategic goal ofJ sustainably increasing Company value.It indicates total value creation for share-hold

106、ers in the form of increases in the Siemens share price and dividends paid.FINANCIAL TARGETSCompensation Report B.Compensation of Managing Board members FISCAL 2022 14 The Supervisory Board aims to ensure that the targets for variable compensation are demanding and sustainable.If they are not reache

107、d,variable compensation can be reduced to zero.If the targets are significantly exceeded,target achievement is capped at 200%.B.3.1 Short-term variable compensation(Bonus)B.3.1.1 BASIC PRINCIPLES AND FUNCTIONING The Bonus system is based on three equally weighted target dimensions,which take account

108、 of the overall responsibility of the Managing Board as well as each Managing Board members specific business responsibilities and individual challenges:“Siemens Group”“Managing Board portfolio”“Individual targets.”Performance criteria are assigned to each of the three target dimensions based on Com

109、pany priorities and the responsibilities of each Managing Board member.One financial performance criterion is assigned to the“Siemens Group”dimension and another to the“Managing Board portfolio”dimension.The fulfillment of these criteria is measured on the basis of key performance indicators.Within

110、the“Individual targets”dimension,the financial performance criteria“growth”and“liquidity”can be employed as can additional,non-financial performance criteria.In the case of non-financial performance criteria,the Supervisory Board considers the degree to which a Managing Board member has fulfilled so

111、-called focus topics,which comprise operations-related aspects of the execution of the Companys strategy as well as sustainability-related aspects.At the end of the fiscal year,target achievement for the individual key performance indicators and the achievement of the Managing Board members individu

112、al targets are determined and aggregated to form a weighted average.The percentage of weighted target achievement multiplied by the individual target amount yields the Bonus payout amount for the past fiscal year.The payable Bonus is capped at two times the target amount and is paid in cash,at the l

113、atest,together with the compensation paid at the end of February of the following fiscal year.Performance criteria of variable compensation and link to strategy(cont.)PerformancecriterionKey performance Stockindicator/focus topic Bonus Awards Link to strategyNON-FINANCIAL,QUALITATIVE TARGETSThe indi

114、vidual targets for executing the Company strategy enable the Company tofocus on specific factors that are aligned with its short-and medium-term targetsand measures in order to ensure its long-term strategic development.Executionof CompanystrategyVarious focustopicsThe focus topics in fiscal 2022 co

115、mprised business development,the implemen-tation of other strategic target setting,optimization I efficiency enhancement andthe implementation of portfolio measures.Succession planning-Thorough succession planning ensures sustainableCompany development and fosters talents and young employees.Sustain

116、ability I diversity-Siemens honors its social responsibilityby fostering diversity,inclusion and equal opportunity.Various focustopicsThe Siemens-internal ESG/Sustainability index for the 2022 Stock Awardstranche includes:CO 2 emissions-Climate neutrality by 2030 in order to support the 1,5-degreeta

117、rget and thus combat global warming.Digital learning hours-Focus on learning in order to empower our peopleto remain resilient and relevant in a constantly changing environment.Net Promoter Score-Strong customer relationships are the basis forsustainable development both for Siemens and for our cust

118、omers.SustainabilitySiemens-internalESG/Sustaina-bility indexCompensation Report B.Compensation of Managing Board members FISCAL 2022 15 B.3.1.2.BONUS FOR FISCAL 2022“Siemens Group”target dimension For the“Siemens Group”target dimension in fiscal 2022,the Supervisory Board of Siemens AG defined the

119、performance criterion“profit.”In accordance with external communications and the Siemens Financial Framework for the financial steering of the Company,the focus is on the transparent presentation of Siemens operating performance.For this reason,“profit”is measured in terms of basic earnings per shar

120、e before purchase price allocation(EPS pre PPA).EPS pre PPA is defined as basic earnings per share from net income adjusted for amortization of intangible assets acquired in business combinations and related income taxes.It includes the amounts attributable to shareholders of Siemens AG.To take acco

121、unt of the Companys long-term performance and provide incentives for a sustainable increase in profit,the average EPS pre PPA of three consecutive fiscal years was used for target setting.Because of the significant change in the portfolio of Siemens AG due to the spin-off of Siemens Energy at the en

122、d of fiscal 2020,target setting for fiscal 2022 was defined on the basis of the comparable EPS pre PPA values of continuing operations for the fiscal years 2019 and 2020 as well as the EPS pre PPA value for fiscal 2021.As part of target achievement,the actual EPS pre PPA value of the reporting year

123、is used to ensure that the focus in the reporting year is on performance.Bonus design and calculation of payout amountBonustarget amountXBonuspayout amountWeighted average target achievement(0%-200%)33.34%SiemensGroup33.33%ManagingBoardportfolio33.33%IndividualtargetsEarnings per share before purcha

124、se price allocation(EPS pre PPA):Target setting and target achievement33.34%Siemens GroupEPS pre PPA basic200%Calculation of target and actual value:50.80%Actual value 20225.474.20 6.70 9.20Target achievementFiscalEPS pre PPA20196.3920205.39F-avg.2019-2021-100%target=6.7020218.3220225.471-Actual val

125、ue100%EPS pre PPA0%Floor 100%Captarget(2.50)I+2.50For fiscal 2019 and 2020:comparable EPS pre PPA of continuing operationsPerformance rangeTarget achievement:50.80%Compensation Report B.Compensation of Managing Board members FISCAL 2022 16“Managing Board portfolio”target dimension The Supervisory Bo

126、ard of Siemens AG established“profitability/capital efficiency”measured in terms of return on capital employed(ROCE)as the performance criterion for the“Managing Board portfolio”target dimension for fiscal 2022 for all Managing Board members.ROCE is defined as profit before interest and after tax di

127、vided by average capital employed.For the purposes of target setting and determining target achievement,ROCE as defined in the Siemens Financial Framework,which excludes certain Varian-related acquisition effects is adjusted for main effects relating to the stake in Siemens Energy(profit“Siemens Ene

128、rgy Investment”in the numerator and asset“Siemens Energy Investment”in the denominator).The target value for ROCE adjusted is derived from budget planning.As a result of the war in Ukraine,Siemens AG decided to withdraw from the Russian market.This decision was neither foreseeable in budget planning

129、,which is used as a basis for target setting,nor in the actual target setting in November 2021 and was thus not taken into account.In fiscal 2022,the necessary measures resulted in extraordinary charges of 1.3 billion.These charges are reflected in the financial key performance indicators in the Bon

130、us in particular,in ROCE adjusted and resulted especially from the divestment and impairment of businesses,the termination of customer contracts and write-downs of assets.In the case of such unforeseeable extraordinary developments,it is at the discretion of the Supervisory Board whether to take the

131、m into account when determining target achievement.In order to acknowledge Siemens performance in fiscal 2022 and the actual performance of Managing Board members in the context of variable compensation,the Supervisory Board has decided to take into account the effect of the withdrawal from the Russ

132、ian market when determining the target achievement of ROCE adjusted.“Individual targets”target dimension The“Individual targets”target dimension comprises four equally weighted individual targets,achievement of each of which may be between 0%and 200%.The cash conversion rate(CCR)was defined as the f

133、irst individual target for all Managing Board members.The CCR reflects a companys ability to convert profit into available cash.For the President and CEO and the Managing Board members with primarily functional responsibility,the CCR target was defined on the basis of the Siemens Group in order to s

134、upport Siemens voluntary commitment to generate cash at Group level.CCR Siemens Group is defined as the ratio of free cash flow from continuing and discontinued operations to net income.For the Managing Board members with business Return on capital employed adjusted(ROCE adjusted):Target setting and

135、 target achievement33.33%Managing Board portfolioROCE adjustedCalculation according to target setting for fiscal 2022-ROCE as reported 10.04%(excluding definedVarian-related acquisition effects)Main Siemens-Energy-related effects+8.07 ppts.Actual ROCE adjusted value 18.11%-Consideration of extraordi

136、nary charges-in determination of target achievementExtraordinary charges(Russia)+2.72 ppts.Final actual ROCE adjusted value 20.83%200%194.33%Finalactualvalue202220.83%100%18.00%21.00%Target achievementROCEadjustedFloor 100%Captarget(3)ppts.I+3 ppts.Percentage*r*points=ppts.Performance rangeTarget ac

137、hievement:194.33%Compensation Report B.Compensation of Managing Board members FISCAL 2022 17 responsibility for Digital Industries and Smart Infrastructure,the CCR targets are business-specific and defined as the ratio of free cash flow to profit at each business.The target amounts for CCR were base

138、d on the budget plans.In addition to CCR,“comparable revenue growth”was defined as the second individual target for fiscal 2022 for all members of the Managing Board.It indicates the development in Siemens business net of currency translation effects arising from the external environment outside of

139、Siemens control and the portfolio effects that involve business activities that are either new to or no longer a part of the relevant business.For the President and CEO and the members of the Managing Board with primarily functional responsibility,the growth target was determined on the basis of con

140、tinuing operations(c/o)related to the Siemens Group(Siemens c/o).For the Managing Board members with business responsibility for Digital Industries and Smart Infrastructure,growth targets are based on their respective businesses.The respective target values were derived from the external outlook for

141、 fiscal 2022.Individual targets:Cash conversion rate(CCR)-Target setting and target achievementSiemens GroupDigital IndustriesSmart Infrastructure200%115.00%100%Actualvalue20220.990.53Floor0.93100%target1.33Cap(0.4)Performance rangeTarget achievement:115.00%Target achievement132.50%Actualvalue20221.

142、86Target achievementActualvalue20221.05CCR0.520.921.32Floor100%Captarget(0.4)+0.4Performance rangePerformance rangeTarget achievement:200.00%Individual targets:Comparable revenue growth-Target setting and target achievementSiemens c/o200%200.00%100%Actualvalue20228.19%0%7A3.00%Floor5.00%100%target(2

143、)ppts.+2 ppts.|Performance range7.00%CapGrowthDigital IndustriesSmart Infrastructure)0.00%Actualvalue202212.53%Target achievement200.00%Actualvalue20229.54%5.00%9.00%100%Captarget(4)ppts.|+4 ppts.Performance rangeGrowthTarget achievementTarget achievement5.00%10.00%100%Captarget(5)ppts.+5 ppts.Perfo

144、rmance rangeGrowthTarget achievement:200.00%Target achievement:200.00%Target achievement:200.00%Compensation Report B.Compensation of Managing Board members FISCAL 2022 18 The other two individual targets include focus topics from the areas of Company strategy/sustainability and were defined on the

145、basis of the Managing Board members respective areas of responsibility.Individual targets:Focus topics from the areas of Company strategy/sustainabilityDr.RolandBuschBusiness developmentExpansion of softwareand digital business Successful expansion of Siemens software and of the loT(Internet of thin

146、gs)and digital businesses Considerable growth in digital revenue of the businesses over andabove target communicated at 2021 Capital Market DayManagement of supply chainto ensure delivery capability Result better than competitors Strengthening of supply chain through use of market intelligenceand co

147、ntinuous supplier dialogueSuccession planningSuccession planning taking intoaccount Siemens diversity targets Setup of robust pipeline for key functions Considerable improvement of diversity in key functions comparedto fiscal 2021 and in accordance with Siemens target setting Implementation of compr

148、ehensive gender equality program,includingmonitoring of hiring and promotion ratesCedrikBusiness developmentNeikeExpansion of softwareand digital business Digital business considerably above fiscal year targets Successful implementation of several acquisitions to strengthensoftware businessManagemen

149、t of supply chainto ensure delivery capability Significantly stronger revenue growth compared to global competitors inautomation area due to proactive supply chain managementImplementation of other strategic target settingFurther development of factory auto-mation strategy and implementationof softw

150、are-as-a-service model Successful implementation of Siemens Xcelerator Transition to software-as-a-service considerably above planMatthiasBusiness developmentRebelliusExpansion of softwareand digital business Profitable growth of Smart Infrastructure and increase in digital revenuefar above fiscal 2

151、022 targetsManagement of supply chainto ensure delivery capability Delivery capability considerably better than competitors due to consolidatedescalation management and long-term supplier relationship managementImplementation of other strategic target settingFurther development of softwarestrategy a

152、nd implementation ofvarious portfolio measures Successful market launch of new products and conclusionof new partnership agreements Successful conclusion of Brightly acquisition and start of integrationProf.Dr.Ralf P.Implementation of portfolio measuresThomasDriving performanceof Portfolio Companies

153、 Further strengthening of profitability and enterprise value of individualbusinesses and rigorous implementation of private equity approach Very successful conclusion of sale of stake in Valeo Siemens eAutomotiveand Siemens Logistics mail and parcel businessFurther developmentof Siemens Financial Se

154、rvices Development and integration of financing solutions in new businessmodels of industrial businesses Successful provision of access to new business fields and markets,particularly in the areas of decarbonization and resource efficiencySuccession planningSuccession planning in financeorganization

155、 taking into accountSiemens diversity targets Further expansion of robust and diverse talent pipeline Sustainable development of talents in early career stages,taking particularaccount of Siemens diversity targets Increase in percentage of women in management and top management positionsCompensation

156、 Report B.Compensation of Managing Board members FISCAL 2022 19 Target achievement for the target dimension“Individual targets”is summarized for each Managing Board member in the following table.Individual targets:Focus topics from the areas of Company strategy/sustainability(cont.)Optimization/effi

157、ciency enhancementAchievement of efficiencyenhancement targets forGlobal Business Services Overachievement of budgeted Global Business Services productivity targetsfor fiscal 2022 while increasing customer satisfaction and maintainingemployee satisfactionSustainability/diversityOperationalization an

158、dimplementation ofDEGREE targets for fiscal 2022 Target achievement and,in some cases,overachievement of plannedDEGREE key performance indicators Successful integration of sustainability topics in control process and reportingSuccession planning taking intoaccount Siemens diversity targets Setup of

159、robust pipeline for key functions Considerable improvement of diversity in key functions comparedto fiscal 2021 and in accordance with Siemens target setting Implementation of comprehensive gender equality program,includingmonitoring of hiring and promotion ratesJudithWieseIndividual targets:Total t

160、arget achievement per Managing Board memberWeightingKey performance indicator 1 focus topicsTarget achievementTotal target achievement25%CCR Siemens Group200.00%Dr.Roland25%Comparable revenue growth Siemens c/o200.00%175.00%Busch50%Business developmentSuccession planning25%CCR Digital Industries132.

161、50%Cedrik25%Comparable revenue growth Digital Industries200.00%153.13%Neike50%Business developmentImplementation of other strategic target setting25%CCR Smart Infrastructure1 1 5.00%Matthias25%Comparable revenue growth Smart Infrastructure200.00%143.75%Rebellius50%Business developmentImplementation

162、of other strategic target setting25%CCR Siemens Group200.00%Prof.Dr.Ralf P.25%Comparable revenue growth Siemens c/o200.00%170.00%Thomas50%Implementation of portfolio measuresSuccession planning25%CCR Siemens Group200.00%Judith25%Comparable revenue growth Siemens c/o200.00%160.00%Wiese50%Optimization

163、/efficiency enhancementSustainability/diversityTarget achievement:143.75%to 175.00%Compensation Report B.Compensation of Managing Board members FISCAL 2022 20 Total target achievement for the Bonus for fiscal 2022 Total target achievement and the resulting Bonus payout amount for each Managing Board

164、 member are summarized in the following table.B.3.2 Long-term variable compensation(Stock Awards)B.3.2.1.BASIC PRINCIPLES AND FUNCTIONING Siemens grants long-term variable compensation in the form of Stock Awards.A Stock Award is the claim to one share conditional on target achievement after the exp

165、iration of a defined vesting period.The vesting period is,accordingly,the term of each tranche.At the beginning of a fiscal year,the Supervisory Board defines a target amount in euros based on 100%target achievement for each Managing Board member.This target amount is extrapolated to target achievem

166、ent of 200%(“maximum allocation amount”).Stock Awards for this maximum allocation amount are then allocated to the Managing Board members.The number of Stock Awards is calculated by dividing the maximum allocation amount by the price of the Siemens share on the allocation date,less the estimated dis

167、counted dividends(“allocation price”).An approximately four-year vesting period begins with the allocation of Stock Awards,after the expiration of which Siemens shares are transferred.The beneficiary Managing Board members are not entitled to dividends during the vesting period.Performance criteria

168、Since fiscal 2020,the number of Siemens shares that is actually transferred depends 80%on the financial performance criterion“long-term value creation,”measured on the basis of the key performance indicator“total shareholder return”(TSR),and 20%on the non-financial performance criterion“sustainabili

169、ty.”For measuring the“sustainability”performance criterion,Siemens AGs performance in the environment,social and governance(ESG)area is assessed on the basis of a Siemens-internal ESG/Sustainability index,the composition of which is determined annually by the Supervisory Board.Total shareholder retu

170、rn TSR is indicative of the performance of one share over a specified period of time in the case of Siemens,over the approximately four-year vesting period.It takes into account changes in the share price and the dividends paid during this period.To reflect the Companys international footprint,the T

171、SR of Siemens AG is compared at the end of the vesting period with the TSR of an international sector index,the MSCI World Industrials or a comparable successor index.Target achievement for TSR is concretely determined by first calculating a TSR reference value for Siemens AG and a TSR reference val

172、ue for the sector index.The TSR reference value is equal to the average of the end-of-month values over the first 12 months of the vesting period(reference period).Total target achievement and Bonus payout amounts for fiscal 2022Compensation rangeManaging Board membersin office on September 30,2022F

173、loor(based on 0%target achievement)Target amount(based on 100%target achievement)Cap(based on 200%target achievement)Total targetachievementBonuspayout amountDr.Roland Busch01,770,0003,540,000140.03%2,478,531Cedrik Neike01,101,6002,203,200132.75%1,462,374Matthias Rebellius01,101,6002,203,200129.62%1

174、,427,894Prof.Dr.Ralf P.Thomas01,101,6002,203,200138.37%1,524,284Judith Wiese01,101,6002,203,200135.03%1,487,490Compensation Report B.Compensation of Managing Board members FISCAL 2022 21 In order to determine at the end of the vesting period how well the TSR of Siemens AG has performed relative to t

175、he TSR of the sector index,the TSR performance value is calculated over the subsequent 36 months(performance period).The TSR performance value is the average of the end-of-month values during the performance period.At the end of the vesting period,the change in Siemens TSR as well as that of the sec

176、tor index is determined by comparing the TSR reference values with the TSR performance values.The following applies for the determination of target achievement.Environment,social and governance The Siemens-internal ESG/Sustainability index is based on three equally weighted,structured and verifiable

177、 ESG key performance indicators.At the beginning of each tranche,the Supervisory Board defines the target values for each of the ESG key performance indicators.Target measurement is based on defined interim targets for each fiscal year.Target achievement for the Siemens-internal ESG/Sustainability i

178、ndex is finally determined at the end of the approximately four-year vesting period on the basis of the weighted average of the target achievement values calculated for each of the key performance indicators.Calculation of TSR reference values and TSR performance values for Stock AwardsFYnFY n+1FYn+

179、4NOV OCTNOVOCTftftfttfttftfttftfttftttttttfttfttff12 months36 monthsTSR reference values for MSCI World Industrials index Siemens AGTSR performance values for MSCI World Industrials index Siemens AGCalculation of TSR target achievement If the change in the TSR of Siemens AG is at least20 percentage

180、points above that of the sector index,target achievement is 200%.If the change in the TSR of Siemens AG is equal tothat of the sector index,target achievement is 100%.If the change in the TSR of Siemens AG is at least20 percentage points below that of the sector index,target achievement is 0%.If the

181、 change in the TSR of Siemens AG is between20 percentage points above and 20 percentage pointsbelow that of the sector index,target achievement iscalculated using linear interpolation.r 200%100%RelativeTSR0%(20)ppts.+20 ppts.Target achievementSiemens compared to MSCI World Industrials indexCompensat

182、ion Report B.Compensation of Managing Board members FISCAL 2022 22 Determination of total target achievement At the end of the approximately four-year vesting period,the Supervisory Board determines the degree of target achievement.The target achievement range for TSR and for the Siemens-internal ES

183、G/Sustainability index is between 0%and 200%.If target achievement is less than 200%,a number of Siemens Stock Awards equivalent to the shortfall are forfeited without refund or replacement and a correspondingly smaller number of shares is transferred.The value of the Siemens shares transferred afte

184、r the expiration of the vesting period is also capped at 300%of the target amount.If this cap is exceeded,a corresponding number of Stock Awards is forfeited without refund or replacement.The remaining number of Stock Awards is settled by the transfer of Siemens shares to the relevant Managing Board

185、 member.B.3.2.2 ALLOCATION OF STOCK AWARDS IN FISCAL 2022 The Supervisory Board approved the following performance criteria for the 2022 Stock Awards tranche:“Long-term value creation,”measured in terms of the development of the TSR of Siemens AG relative to the international sector index MSCI World

186、 Industrials and “Sustainability,”measured in terms of the Siemens-internal ESG/Sustainability index,which is based on the following three equally weighted key performance indicators.Target setting for the three key performance indicators is oriented on the Companys strategic sustainability planning

187、,which is described in detail in Siemens sustainability reporting.Basic principles and functioning of Stock AwardsAllocation-200%(based on 100%targetachievement)(weighting:80%)transfer date)maximum possible targetachievement of 200%)reference(Cap:300%of target amount)(based on 200%targetachievement)

188、based on targetachievement is reducedby amount by whichbasedStock Awardsestimated discounted dividends)of Stock Awards(based on 200%targetachievement)shares to Managing Board memberCompensation Report B.Compensation of Managing Board members FISCAL 2022 23 The Supervisory Board set the allocation da

189、te for the 2022 Stock Awards tranche at November 12,2021.The time sequence of this tranche is as follows.The target amounts,the maximum allocation amounts,the maximum number of Stock Awards allocated and the fair value at allocation date in accordance with IFRS 2 Share-based Payment are shown in the

190、 following table.The allocation price applicable for the 2022 tranche was 130.31.ESG key performance indicators for 2022 Stock Awards trancheCO2 emissionsDigital learning hours per employeeNet Promoter Score(NPS)Amount of greenhouse gases emittedby the Companys business operationsin tons of CO 2 equ

191、ivalent,excludingcarbon offsets(for example,certificates).The total number of digital learning hourscompleted in virtual trainer-led training ses-sions,self-paced learning,learning onthe job,community-based virtual learningand hybrid training sessions,divided by thetotal number of employees.Customer

192、 intention to recommend us,measured on a scale of 1(extremely unlikely)to 10(extremely likely)and based oncomprehensive annual customer satisfactionsurveys.The NPS is calculated by subtractingthe percentage of detractors from thepercentage of promoters.1Derived from:Sustainability strategy(DEGREE fr

193、amework)Sustainability strategy(DEGREE framework)and Company priorities(Growth mindset)Company priorities(Customer impact)Ambition:Net zero operations by 2030 in line withSBTi pathway 2 as well as further rein-forcement of Siemens climate protectionstrategy by joining the RE1 00,EV1 00 andEP1 00 ini

194、tiatives in fiscal 2021.3Siemens success is inseparably linked withhighly qualified employees.The rightemployees with the right expertise aredecisive for our further growth.Thats why we place a strong emphasis onlearning in order to sustainably anchor it inour day-to-day working environment whilecon

195、tinuously increasing learning hours.Customer satisfaction is Siemens top priority.For us,this means identifying customerrequirements as early as possible,streng-thening partnerships and maintaining andbuilding trust.As a result,we systematicallymeasure customer satisfaction and takesteps to improve

196、it.1 Customers that rate Siemens high on the scale are promoters.Customers that find it unlikely to recommend Siemens to others are named detractors.Example:promoters(55%)minus detractors(10%)=NPS(45%).2 Science Based Target Initiative(SBTi):Reduction targets for 2030 based on the scientific require

197、ments for limiting global warming to 1.5 degrees Celsius.3 Use of renewable energy(RE):100%green electricity by 2030;use of electric vehicles(EV):100%electric vehicles;improving energy productivity(EP):100%CO2-neutral buildings.Time sequence for the 2022 Stock Awards trancheTransferProcess sequenceN

198、OV 21 OCT 22 NOV 22 2023 2024 SEPT 25NOV 25PerformancemeasurementTSR reference period TSR performance periodESG performance measurement based on interim targets for each fiscal yearCompensation Report B.Compensation of Managing Board members FISCAL 2022 24 Concrete target setting and the degree of t

199、arget achievement for the Siemens-internal ESG/Sustainability index of the 2022 Stock Awards tranche will be published together with the degree of target achievement for the TSR in the Compensation Report for fiscal 2026,after the expiration of the vesting period.B.3.2.3 TRANSFER OF STOCK AWARDS IN

200、FISCAL 2022(2018 TRANCHE)The 2018 Stock Awards tranche became due and was settled in fiscal 2022.The 2018 Stock Awards tranche depended on the performance of the Siemens share compared to the share performance of five relevant competitors during the approximately four-year vesting period from Novemb

201、er 10,2017,to November 11,2021.The following table provides a summary of the key parameters of the 2018 Stock Awards tranche.In connection with the due date and settlement of the Stock Awards for fiscal 2018,the table also includes an additional cash payment to the Managing Board members as a result

202、 of the Siemens Energy spin-off.The spin-off of Siemens Energy in fiscal 2020 led to Information on the allocation of 2022 Stock Awards trancheBased on 200%target achievementTarget amount(based on 100%target achievement)Maximumallocation amountMaximum numberof Stock AwardsFair value atallocation dat

203、e 1Managing Board membersin office on September 30,2022Total shareholder return(weighting:80%)Siemens-internalESG/Sustainability index(weighting:20%)Dr.Roland Busch2,954,0005,908,00036,2709,0683,470,472Cedrik Neike1,259,0002,518,00015,4593,8651,479,190Matthias Rebellius 21,259,0002,518,00015,4593,86

204、51,479,190Prof.Dr.Ralf P.Thomas 32,000,0004,000,00024,5576,1392,349,641Judith Wiese1,259,0002,518,00015,4593,8651,479,1901 The fair value on the allocation date is calculated for the TSR component on the basis of a valuation model and amounts to 61.87.The fair value for the ESG component of135.25 is

205、 equal to the Xetra closing price of the Siemens share on the allocation date,less the discounted expected dividends.For the 2022 tranche,the allocation date inaccordance with IFRS 2 was November 23,2021(the date of communication to the Managing Board members).2 In addition to his position as a memb

206、er of the Managing Board of Siemens AG,Matthias Rebellius is CEO of Smart Infrastructure and CEO of Siemens Schweiz AG.The correspond-ing legal relationship is defined in a separate contract between Matthias Rebellius and Siemens Schweiz AG.The entire compensation he receives under the terms of his

207、contractwith Siemens Schweiz AG is deducted from his Managing Board compensation.Of the target amount reported here(based on 100%target achievement),600,000 is attributableto Siemens Schweiz AG.3 At its meeting on December 2,2021,the Supervisory Board extended the appointment of Chief Financial Offi

208、cer Prof.Dr.Ralf P.Thomas until December 2026.In connection with thisextension,the Supervisory Board approved retroactively an increase in Prof.Dr.Ralf P.Thomass Stock Awards target amount effective October 1,2021.This increase was implementedby raising his Stock Awards target amount for the 2022 tr

209、anche to 2,000,000 from 1,544,000.Due to the intra-year extension,Prof.Dr.Ralf P.Thomas was not allocated StockAwards for the increase of 456,000 in his target amount but a corresponding number of virtual Stock Awards(Phantom Stock Awards),in accordance with plan requirements.Overview of target achi

210、evement for the 2018 Stock Awards tranche200%I1g,100%(1.80)ppts.0%(20.00)%Floor 0.00%100%target(20)ppts.|+20 ppts.-H-Performance range20.00%CapReferencepricePerformancepriceABBCHF23.28CHF23.30 1Eaton$79.37$104.65 1General Electric$108.44$80.53 1MitsubishiHeavy Industries4,172.423,500.11Schneider70.2

211、299.46 1Competitors(average)Siemens AG101.05105.64 1Reference price versusperformance price0.10%31.85%(25.73)%(16.11)%41.64%6.35%I 4.55%A=(1.80)percentage pointsTarget achievement:91%Compensation Report B.Compensation of Managing Board members FISCAL 2022 25 adjustments in the stock-based compensati

212、on commitments agreed upon until the spin-off date.At the time when the 2018 Stock Awards became due,the Managing Board members like all other eligible employees were,accordingly,entitled to receive an additional cash payment based on the spin-off ratio of 2:1 and on the Siemens Energy share price o

213、f 24.32 on the date when their stock-based compensation commitments became due.In the course of transferring the 2018 Stock Awards tranche,compliance with the maximum amounts of total compensation for fiscal 2018 was also reviewed.The applicable maximum amount was not exceeded in the case of any Man

214、aging Board member.B.3.2.4 CHANGES IN STOCK AWARDS IN FISCAL 2022 The following overview shows the changes in the balance of the Stock Awards held by Managing Board members in fiscal 2022.Information on the transfer of the 2018 Stock Awards trancheTarget amount(based on100%targetachievement)Allocati

215、onpriceNov.10,2017Number ofStock AwardsallocatedTargetachievementof share priceperformanceNumber ofStock AwardscalculatedValue attransfer dateNov.12,2021Cash paymentSiemens Energyspin-offManaging Boardmembers in office onSeptember 30,2022with a commitment of theStock Awards from the 201 8 trancheDr.

216、Roland Busch1,117,000/100.01=11,169X91%=10,1641,496,141+123,594Cedrik Neike1 21,117,000/100.01=11,169X91%=10,1641,496,141+123,742Prof.Dr.Ralf P.Thomas1,117,000/100.01=11,169X91%=10,1641,496,141+123,5941 The Stock Awards settled by share transfer were valued at 147.20,the German low price of the Siem

217、ens share on November 12,2021.2 In addition to his position as a member of the Managing Board,Cedrik Neike served as Executive Chairman of the Board of Directors of Siemens Ltd.China from May 1,2017,to March 31,2019.Of the allocated number of Stock Awards reported here,2,500 are attributable to the

218、commitment by Siemens Ltd.China.Of the calculated number ofStock Awards reported here,2,275 were awarded and paid by Siemens Ltd.China.For the calculation of the additional cash payment resulting from the Siemens Energy spin-off,the Siemens Energy shares Xetra closing price of 24.32 on November 11,2

219、021,was used,in accordance with the plan requirements applicable to the Managing Board,forthe 7,889 Stock Awards awarded by Siemens AG,while the Siemens Energy shares Xetra closing price of 24.45 on November 12,2021,was used,in accordance with the planrequirements applicable to Senior Management,for

220、 the 2,275 Stock Awards awarded by Siemens Ltd.China.Changes in Stock Awards in fiscal 2022During fiscal year(Amounts in number of units)Balance at beginningof fiscal 2022AllocatedVested and settledOther changes 2Balance at the endof fiscal 2022Managing Board membersin office on September 30,2022Dr.

221、Roland Busch119,88345,338(10,164)(1,005)154,052Cedrik Neike 389,88119,324(10,164)(1,005)98,036Matthias Rebellius25,61219,324-44,936Prof.Dr.Ralf P.Thomas108,33230,696(10,164)(1,005)127,859Judith Wiese 440,55719,324-59,8811 The settlement of Stock Awards from the 2018 tranche was by share transfer up

222、to a target achievement of 100%,and above 100%in cash.For this reason,the number ofStock Awards from the 2018 tranche,as set out in the table,is based on a target achievement of 100%.Starting with the 2019 tranche,settlement of Stock Awards will beentirely by share transfer.For this reason,the numbe

223、r of Stock Awards,as set out in the table,is based on a target achievement of 200%.At the end of the vesting period,afinal number of Siemens shares to be transferred will be determined on the basis of actual target achievement and taking into account the Stock Awards cap.2 The target achievement of

224、the Stock Awards from the 2018 tranche,which were due and settled in fiscal 2022,was 91%.As the Stock Awards from the 2018 tranche wereallocated on the basis of 100%target achievement,a number equivalent to this shortfall was forfeited without refund or replacement,in accordance with plan requiremen

225、ts.3 In addition to his position as a member of the Managing Board,Cedrik Neike served as Executive Chairman of the Board of Directors of Siemens Ltd.China from May 1,2017,to March 31,2019.The reported figures include the Stock Awards allocated to Cedrik Neike by Siemens Ltd.China due to this positi

226、on.4 The reported figures also include the Stock Awards allocated to Judith Wiese in November 2020 as compensation for the loss of benefits granted by her former employer inaddition to the regular allocation of Stock Awards from the 2021 tranche.Compensation Report B.Compensation of Managing Board m

227、embers FISCAL 2022 26 As of the end of fiscal 2022,the following Stock Awards tranches were within the vesting period and are therefore included in the balance at the end of the fiscal year.B.3.3 Malus and clawback regulations Under existing malus and clawback regulations,the Supervisory Board is au

228、thorized to withhold or reclaim variable compensation in cases of severe breaches of duty or compliance and/or unethical behavior or in cases of grossly negligent or willful breaches of the duty of care or in cases in which variable compensation components linked to the achievement of specific targe

229、ts have been unduly paid out on the basis of incorrect data.The Supervisory Board exercises its authority to withhold or reclaim variable compensation components at its duty-bound discretion.In fiscal 2022,the Supervisory Board did not exercise this authority.VestingperiodEnd of vesting periodand tr

230、ansfer AllocationOutstanding Stock Awards tranches on September 30,2022Fiscal20192020202120222023202420252019tranchePerformance Share price performance Nov18 Octi9 Nov 19criterion compared to five competitors Reference period2020trancheTotal shareholder return compared to Nov 19 Oct 20 Nov 20MSCI Wo

231、rld Industrials index(80%)Reference period Performance periodPerformancecriteriaSiemens-internal Oct 19ESG/Sustainability index(20%)*Performance period2021tranche13 Nov 20Total shareholder return compared to Nov20 Oct21 Nov21MSCI World Industrials index(80%)Reference periodPerformancecriteriaPerform

232、ance periodSiemens-internal,Oct 20ESG/Sustainability index(20%)Performance period2022tranche12 Nov21Total shareholder return compared to Nov 21 Oct 22 Nov 22 Oct 25MSCI World Industrials index(80%)Reference period Performance periodSiemens-internal Oct 21 Sept 25ESG/Sustainability index(20%)W Perfor

233、mance periodPerformancecriteriaCompensation Report B.Compensation of Managing Board members FISCAL 2022 27 B.4 Share Ownership Guidelines The deadlines by which the individual Managing Board members must first verify compliance with the Share Ownership Guidelines(SOG)vary from member to member,depen

234、ding on when they were appointed to the Managing Board.For Managing Board members in office on September 30,2022,the following table shows the number of Siemens shares that each held in order to comply with the SOG on March 11,2022,the verification date.It also shows the number of shares to be held

235、throughout the Managing Board members terms of office with a view to future verification dates.B.5 Pension benefit commitment Most of the members of the Managing Board are included in the Siemens Defined Contribution Pension Plan(BSAV).Since fiscal 2020,newly appointed members of the Managing Board

236、can be awarded,instead of BSAV contributions,a fixed cash amount for free disposal.Contributions under the BSAV are credited to the individual pension accounts in the January following each fiscal year.Until pension payments begin,members pension accounts are credited with an annual interest payment

237、(guaranteed interest)on January 1 of each year.The interest rate is currently 0.25%.Judith Wiese and Matthias Rebellius,who were appointed to the Managing Board as of October 1,2020,are not included in the BSAV.Instead of BSAV contributions,the Supervisory Board awarded them for fiscal 2022 a fixed

238、cash amount of 550,800 each for free disposal.This amount will be paid in January 2023.Obligations under the Share Ownership GuidelinesRequired VerifiedManaging Board membersin office on September 30,2022,and required to verifycompliance on March 1 1,2022Percentage ofbase salaryValuein 1Number ofsha

239、res 2Percentage ofbase salary 1Valuein 2Number ofshares 3Dr.Roland Busch300%4,193,55028,832363%5,069,36934,853Cedrik Neike200%2,196,90015,104220%2,41 1,85216,582Prof.Dr.Ralf P.Thomas200%2,196,90015,104460%5,049,00634,713Total8,587,35059,04012,530,22786,1481 The amount of the obligation is based on t

240、he average base salary during the four years prior to the respective verification dates.2 Based on the average Xetra opening price of 145.45 for the fourth quarter of 2021(October to December).3 As of March 11,2022(verification date).Information on the Siemens Defined Contribution Pension Plan(BSAV)

241、Defined benefit obligationService costs for all pension commitments(Amounts in)Contributions 1according to IAS 19Rexcluding deferred compensation 2202220212022202120222021Managing Board membersin office on September 30,2022Dr.Roland Busch991,200991,200913,079932,6137,814,3648,538,765Cedrik Neike616,

242、896616,896581,069594,4684,026,0084,069,811Prof.Dr.Ralf P.Thomas616,896616,896578,296588,0707,572,8338,431,412Total2,224,9922,224,9922,072,4442,115,15119,413,20521,039,9881 A total of 12,325 is attributable to the funding of personal pension benefit commitments earned prior to the transfer to the BSA

243、V.2 Deferred compensation for Prof.Dr.Ralf P.Thomas totals 57,419(2021:63,478).Compensation Report B.Compensation of Managing Board members FISCAL 2022 28 B.6 Compensation awarded and due B.6.1 Active Managing Board members in fiscal 2022 The following tables show the compensation awarded and due to

244、 the active members of the Managing Board in fiscal 2022 and fiscal 2021 in accordance with Section 162 para.1,sent.1 of the German Stock Corporation Act.As a result,they include all the amounts actually paid to individual Managing Board members in the reporting period(“awarded compensation”)and/or

245、all the compensation that is legally due but not yet received(“due compensation”).The Bonus is reported under“Short-term variable compensation”as“due compensation”since the underlying services were fully rendered by the end of each period(September 30).Therefore,the Bonus payout amounts for the repo

246、rting year are reported,although payout only occurs after the end of each reporting year,in order to make reporting transparent and comprehensible and in order to guarantee a connection between performance and compensation in the reporting period.Furthermore,in fiscal 2022 and fiscal 2021,the Stock

247、Awards from the 2018 and 2017 tranches allocated in fiscal 2018 and fiscal 2017,respectively,became due and were settled by transfer of Siemens shares.The value of Siemens shares at the time of transfer is reported under“Long-term variable compensation.”In connection with the due date and settlement

248、 of the Stock Awards for fiscal 2018 and fiscal 2017,the table also includes the additional cash payments to eligible Managing Board members as a result of the Siemens Energy spin-off.The spin-off of Siemens Energy in fiscal 2020 led to adjustments in the stock-based compensation allocations agreed

249、upon until the spin-off date.At the time when the 2018 and 2017 Stock Awards became due,the Managing Board members like all other eligible employees were,accordingly,entitled to receive an additional cash payment based on the spin-off ratio of 2:1 and on the Siemens Energy share price of 24.32 and 2

250、2.20,respectively,on the date when their respective stock-based compensation allocations became due.In addition to the amounts of compensation,Section 162 para.1 sent.2 No.1 of the German Stock Corporation Act requires disclosure of the relative proportion of total compensation represented by all fi

251、xed and variable compensation components.The relative proportions reported here refer to the compensation components“awarded”and“due”in the respective fiscal years in accordance with Section 162 para.1 sent.1 of the German Stock Corporation Act.Although the service costs for Company pension plans ar

252、e not to be classified as awarded and due compensation,they are also reported in the following table for purposes of transparency.Compensation awarded and due in fiscal 2022Monthly payout!March!April!May!July!Aug!SeptBase salary and fringe benefitsPayout inJan 23Amount for free disposal201820222023L

253、ong-term variable compensation:2018 Stock Awards trancheShort-term variable compensation:Bonus for 2022Payout latestin Feb 23Settlement inNov 21 plus cash payment relating to Siemens Energy spin-offFixed compensationVariable compensationCompensation granted in connection with thecommencement/termina

254、tion of appointmentsOtherCompensation Report B.Compensation of Managing Board members FISCAL 2022 29 Compensation awarded and due in accordance with Section 162 para.1 sent.1 German Stock Corporation Act(AktG)-Active Managing Board members in fiscal 2022Managing Board membersin office on September 3

255、0,2022Dr.Roland Busch 2President and CEO since Feb.3,2021Cedrik Neike 3 4Managing Board member since April 1,20172022202120222021 thousandin%ofTC thousandin%of TC thousandin%ofTC thousandin%of TCFixedBase salary1,77030%1,77029%1,10226%1,10231%compensation+Fringe benefits1112%1092%311%140%+Amount for

256、 free disposal 1-=Total1,88131%1,87931%1,13227%1,11632%Variablecompensation+Short-term variable compensationBonus for fiscal 20222,47941%-1,46235%-Bonus for fiscal 2021-2,80147%-1,74049%+Long-term variable compensation201 8 Stock Awards(vesting:2017-2021)1,49625%-1,49635%-201 7 Stock Awards(vesting:

257、2016-2020)-1,20920%-60917%Cash payment Siemens Energy spin-off1242%1192%1243%602%+Other-_ Total compensation(TC)(according to Section 1 62 AktG)5,979100%6,0081 00%4,215100%3,5241 00%+Service costs913-933-581-594-=Total compensation(incl.service costs)6,892-6,941-4,796-4,119-Matthias Rebellius 5Manag

258、ing Board member since Oct.1,2020Prof.Dr.Ralf P.ThomasManaging Board member since Sept.18,20132022202120222021 thousandin%ofTC thousandin%of TC thousandin%ofTC thousandin%of TCFixedBase salary1,10235%1,10232%1,10226%1,10226%compensation+Fringe benefits803%702%581%712%+Amount for free disposal 155117

259、%55116%-=Total1,73355%1,72350%1,16027%1,17228%Variablecompensation+Short-term variable compensationBonus for fiscal 20221,42845%-1,52435%-Bonus for fiscal 2021-1,71250%-1,73441%+Long-term variable compensation201 8 Stock Awards(vesting:2017-2021)-1,49635%-201 7 Stock Awards(vesting:2016-2020)-1,2092

260、9%Cash payment Siemens Energy spin-off-1243%1193%+Other-_ Total compensation(TC)(according to Section 1 62 AktG)3,160100%3,4351 00%4,304100%4,2351 00%+Service costs-578-588-=Total compensation(incl.service costs)3,160-3,435-4,882-4,823-1 Matthias Rebellius and Judith Wiese are not included in the Si

261、emens Defined Contribution Pension Plan(BSAV).Instead of BSAV contributions,they receive a fixed cash amountfor free disposal.2 Dr.Roland Busch was first appointed a full member of the Managing Board effective April 1,2011.He served as Deputy CEO from October 1,2019,until the end of the AnnualShareh

262、olders Meeting on February 3,2021,when he succeeded Joe Kaeser as President and CEO.3 Cedrik Neike was appointed a full member of the Managing Board effective April 1,2017.Due to his intra-year appointment,his Stock Awards target amount for fiscal 2017 wasdetermined on a pro-rated basis and,instead

263、of Stock Awards,a corresponding number of Phantom Stock Awards was allocated to him in accordance with plan requirements.Incontrast to Stock Awards,these Phantom Stock Awards were settled after the expiration of the vesting period by cash payment rather than by share transfer.4 In addition to his po

264、sition as a member of the Managing Board,Cedrik Neike served as Executive Chairman of the Board of Directors of Siemens Ltd.China from May 1,2017,toMarch 31,2019.The amounts reported under 2018 Stock Awards(vesting:2017-2021)and 2017 Stock Awards(vesting:2016-2020)include the value of the Stock Awar

265、ds allo-cated by Siemens Ltd.China.Likewise,a portion of the additional cash payment attributable to the Stock Awards allocated by Siemens Ltd.China is included under Cash paymentSiemens Energy spin-off.For details,see chapter B.3.2.3 Transfer of Stock Awards in fiscal 2022(2018 tranche).5 In additi

266、on to his position as a member of the Managing Board of Siemens AG,Matthias Rebellius is CEO of Smart Infrastructure and CEO of Siemens Schweiz AG.The correspond-ing legal relationship is defined in a separate contract between Matthias Rebellius and Siemens Schweiz AG.The entire compensation he rece

267、ives under the terms of his contractwith Siemens Schweiz AG is deducted from his Managing Board compensation.Of the base salary and fringe benefits reported here,647,749 and 32,551,respectively,wereawarded and paid by Siemens Schweiz AG.Of the Bonus for fiscal 2022 reported here,812,915(correspondin

268、g to CHF 777,228 and converted into euros as of September 30,2022)will be paid by Siemens Schweiz AG.Furthermore,employer contributions to pension plans paid by Siemens Schweiz AG are deducted from the amount for free disposal.Compensation Report B.Compensation of Managing Board members FISCAL 2022

269、30 Compensation awarded and due in accordance with Section 162 para.1 sent.1 German Stock Corporation Act(AktG)-Active Managing Board members in fiscal 2022(cont.)Judith Wiese 2Managing Board membersin office on September 30,2022Managing Board member since Oct.1,202020222021 thousandin%ofTC thousand

270、in%of TCFixedBase salary1,10234%1,10226%compensation+Fringe benefits833%822%+Amount for free disposal 155117%55113%=Total1,73554%1,73441%Variablecompensation+Short-term variable compensationBonus for fiscal 20221,48746%-Bonus for fiscal 2021-1,71641%+Long-term variable compensation201 8 Stock Awards

271、(vesting:2017-2021)-201 7 Stock Awards(vesting:2016-2020)-Cash payment Siemens Energy spin-off-+Other-73518%_ Total compensation(TC)(according to Section 1 62 AktG)3,223100%4,1851 00%+Service costs-=Total compensation(incl.service costs)3,223-4,185-1 Matthias Rebel lius and Judith Wiese are not incl

272、uded in the Siemens Defined Contribution Pension Plan(BSAV).Instead of BSAV contributions,they receive a fixed cash amount for free disposal.2 As compensation for the loss of benefits granted by her former employer,the Supervisory Board allotted to Judith Wiese one-time compensationof 1,469,124(gros

273、s)in fiscal 2021.50%of this compensation was allocated in November 2020 in the form of Stock Awards,and the remaining50%was awarded in cash in March 2021.The cash payment is included under Other.Compensation Report B.Compensation of Managing Board members FISCAL 2022 31 B.6.2 Former members of the M

274、anaging Board The following table shows the compensation awarded and due to former members of the Managing Board in fiscal 2022 in accordance with Section 162 para.1 sent.1 of the German Stock Corporation Act.In accordance with Section 162 para.5 of the German Stock Corporation Act,the personal info

275、rmation of former Managing Board members is no longer included if they left the Managing Board before September 30,2012.The amounts reported under Stock Awards also include the additional cash payment due to the Siemens Energy spin-off.Compensation awarded and due in accordance with Section 162 para

276、.1 sent.1 German Stock Corporation Act(AktG)-Former members of the Managing Board 1(thousand)Klaus HelmrichManaging Board memberuntil March 31,2021Joe KaeserPresident and CEOuntil Feb.3,2021Michael SenManaging Board memberuntil March 31,2020Lisa Davis 2Managing Board memberuntil Feb.29,2020Fixed and

277、Fringe benefits-102variablecompensation201 8 Stock Awards(vesting:2017-2021)1,6203,2381,6201,620PensionsAnnuity2858-Capital payment(partial or full)5771,096-Janina KugelManaging Board memberuntil Jan.31,2020Prof.Dr.Hermann RequardtManaging Board memberuntil Jan.31,2015Peter LoscherPresident and CEOu

278、ntil July 31,2013Fixed andFringe benefits-variablecompensation201 8 Stock Awards(vesting:2017-2021)1,620-PensionsAnnuity-44-Capital payment(partial or full)-5981 The table includes only compensation that was awarded to former members after they left the Managing Board.2 Lisa Daviss fringe benefits i

279、nclude contractually agreed payments for tax adjustments.Compensation Report B.Compensation of Managing Board members FISCAL 2022 32 B.7 Outlook for fiscal 2023 The following overview shows the maximum compensation and the performance criteria for variable compensation for fiscal 2023,as approved by

280、 the Supervisory Board of Siemens AG.Outlook for fiscal 2023MAXIMUM COMPENSATIONDr.Roland Busch16,453,950Cedrik Neike Matthias Rebellius Prof.Dr.Ralf P.Thomas Judith Wiese8,414,316 8,078,220 10,439,316 8,078,220VARIABLE COMPENSATIONKeyTargetdimensionPerformancecriterionperformanceindicatorDetailsBon

281、usfiscal 2023SiemensGroupProfitEPS pre PPA,basicAnalogously to fiscal 2022,basic earnings per share before purchase priceallocation(EPS pre PPA)is used to place the focus on Siemens operatingperformance and present it transparently.ManagingBoardportfolioProfitability/capitalefficiencyROCEadjustedWit

282、h adjusted return on capital employed(ROCE adjusted),we aim to focuson Siemens operating performance,analogously to fiscal 2022.Therefore,ROCE-as defined in the Siemens Financial Framework,whichexcludes certain Varian-related acquisition effects-is adjusted for the maineffects relating to the stake

283、in Siemens Energy.IndividualtargetsLiquidityCCRCash conversion rate(CCR),measured on the basis of:Siemens Group for Managing Board members with primarily functionalresponsibility the relevant business for Managing Board members with businessresponsibilityGrowthComparablerevenuegrowthComparable reven

284、ue growth,measured on the basis of:Siemens(c/o)for Managing Board members with primarily functionalresponsibility the relevant business for Managing Board members with businessresponsibilityCompanystrategyVariousfocus topics Business development Implementation of other strategic target setting Optim

285、ization/efficiency enhancement Implementation of portfolio measuresSustainabilityVariousfocus topicsSustainability/diversity2023Stock AwardstrancheLong-termvaluecreationTotalshareholderreturn(TSR)Development of the TSR of Siemens AG relative to the internationalsector index MSCI World IndustrialsSus

286、tainabilitySiemens-internal ESG/SustainabilityindexThe Siemens-internal ESG/Sustainability index for the 2023 Stock Awardstranche is based on the following three equally weighted key performanceindicators:CO 2 emissions Digital learning hours per employee Net Promoter ScoreCompensation Report C.Comp

287、ensation of Supervisory Board members FISCAL 2022 33 C.Compensation of Supervisory Board members The currently applicable rules for Supervisory Board compensation are set out in Section 17 of the Articles of Association of Siemens AG.They have been in effect since October 1,2021,and stem from a deci

288、sion of the Annual Shareholders Meeting on February 3,2021,in accordance with Section 113 para.3 of the German Stock Corporation Act.The compensation system for Supervisory Board members submitted to the Annual Shareholders Meeting and the proposed new version of Section 17 of the Articles of Associ

289、ation were approved by a majority of 97.49%of the valid votes cast.The compensation system approved by the Annual Shareholders Meeting as well as the Articles of Association are publicly available on the Siemens Global Website at WWW.SIEMENS.COM/CORPORATE-GOVERNANCE.Supervisory Board compensation co

290、nsists entirely of fixed compensation;it reflects the responsibilities and scope of the work of the Supervisory Board members.Under the applicable rules,the members of the Supervisory Board receive base compensation for each full fiscal year,and the members of the Audit Committee,the Chairmans Commi

291、ttee,the Compensation Committee and the Innovation and Finance Committee receive additional compensation for their committee work.The Chairman and Deputy Chairs of the Supervisory Board as well as the chairs of the Audit Committee,the Chairmans Committee,the Compensation Committee and the Innovation

292、 and Finance Committee receive additional compensation.In the event of changes in the composition of the Supervisory Board and/or its committees within a fiscal year,compensation is paid on a pro-rated basis,rounding up to the next full month.In addition,the members of the Supervisory Board receive

293、a fee of 2,000 for each of the meetings of the Supervisory Board and its committees that they attend.Attendance at a meeting also includes participation via telephone,video conference or other similar customary means of communication.For attendance at several meetings on the same day,only a single f

294、ee is paid.The members of the Supervisory Board are reimbursed for out-of-pocket expenses incurred in connection with their duties and for any value-added tax to be paid on their compensation.For the performance of his duties,the Chairman of the Supervisory Board is also entitled to an office with s

295、ecretarial support and the use of a car service.No loans or advances from the Company are provided to members of the Supervisory Board.Compensation of members of the Supervisory Board and its committeesBase compensation of Supervisory BoardChairman Deputy Chair Member280,000 210,000 140,000Additiona

296、l compensation for committee workAudit CommitteeCompensation Innovation andChairman s Committee Committee Finance CommitteeChair180,000Chair Chair Chair80,000 80,000 80,000Member90,000Member Member Member40,000 40,000 40,000Compensation Report C.Compensation of Supervisory Board members FISCAL 2022

297、34 The following table shows the compensation awarded and due to the members of the Supervisory Board in fiscal 2022 and fiscal 2021 in accordance with Section 162 para.1 sent.1 of the German Stock Corporation Act.Compensation awarded and due in accordance with Section 162 para.1 sent.1 German Stock

298、 Corporation Act(AktG)-Supervisory Board membersSupervisory Board membersin office on September 30,2022BasiccompensationCommitteecompensationMeetingattendance feeTotal com-pensation(TC)in in%of TCin in%of TCin in%ofTCin Jim Hagemann Snabe2022280,00047%290,00048%32,0005%602,000(since Oct.2013,Chairma

299、n since Jan.2018)2021280,00046%280,00046%48,0008%608,000Birgit Steinborn 12022210,00047%210,00047%26,0006%446,000(since Jan.2008,First Deputy Chairwoman since Jan.201 5)2021220,00047%200,00043%46,50010%466,500Dr.Werner Brandt2022210,00045%220,00048%32,0007%462,000(since Jan.2018,Second Deputy Chairm

300、an since Feb.2021)2021193,33344%213,33349%31,5007%438,167Tobias Baumler 12022140,00048%130,00045%22,0008%292,000(since Oct.2020)2021140,00049%120,00042%27,0009%287,000Michael Diekmann2022140,00059%80,00034%18,0008%238,000(since Jan.2008)2021140,00057%86,66735%19,5008%246,167Dr.Andrea Fehrmann 120221

301、40,00092%-12,0008%152,000(since Jan.2018)2021140,00091%-13,5009%153,500Bettina Haller 12022140,00056%90,00036%20,0008%250,000(since April 2007)2021140,00058%80,00033%22,5009%242,500Harald Kern 12022140,00058%80,00033%20,0008%240,000(since Jan.2008)2021140,00053%100,00038%24,0009%264,000Jurgen Kerner

302、 12022140,00037%210,00056%26,0007%376,000(since Jan.2012)2021140,00037%200,00052%43,50011%383,500Benoit Potier2022140,00086%-22,00014%162,000(since Jan.2018)2021140,00090%-15,00010%155,000Hagen Reimer 12022140,00092%-12,0008%152,000(since Jan.2019)2021140,00091%-13,5009%153,500Dr.-lng.Dr.-lng.E.h.No

303、rbert Reithofer2022140,00072%40,00021%14,0007%194,000(since Jan.2015)2021134,81571%38,51920%16,5009%189,833Kasper Rorsted2022140,00071%40,00020%16,0008%196,000(since Feb.2021)202193,33372%26,66720%10,5008%130,500Baroness Nemat Shafik(DBE,DPhil)2022140,00092%-12,0008%152,000(since Jan.2018)2021129,63

304、093%-10,5007%140,130Dr.Nathalie von Siemens2022140,00086%-22,00014%162,000(since Jan.2015)2021140,00081%16,66710%16,50010%173,167Michael Sigmund2022140,00092%-12,0008%152,000(since March 2014)2021140,00091%-13,5009%153,500Dorothea Simon 12022140,00092%-12,0008%152,000(since Oct.2017)2021140,00091%-1

305、3,5009%153,500Grazia Vittadini2022140,00048%130,00045%20,0007%290,000(since Feb.2021)202193,33350%80,00042%15,0008%188,333Matthias Zachert2022140,00048%130,00045%22,0008%292,000(since Jan.2018)2021140,00049%120,00042%25,5009%285,500Gunnar Zukunft 12022140,00092%-12,0008%152,000(since Jan.2018)202114

306、0,00091%-13,5009%153,50020223,080,00060%1,650,00032%384,0008%5,114,000Total 220212,964,44460%1,561,85231%439,5009%4,965,7961 These employee representatives on the Supervisory Board and the representatives of the trade unions on the Supervisory Board have agreed totransfer their compensation to the H

307、ans Bockler Foundation,in accordance with the guidelines of the Confederation of German Trade Unions.2 Compared to the amounts reported in the 2021 Compensation Report,the total does not include the compensation of 259,528 paid to formerSupervisory Board members Dr.Nicola Leibinger-Kammuller and Wer

308、ner Wenning.Compensation Report D.Comparative information on profit development and annual change in compensation FISCAL 2022 35 D.Comparative information on profit development and annual change in compensation The following table shows,in accordance with Section 162 para.1 sent.2 No.2 of the German

309、 Stock Corporation Act,Siemens profit development,the annual change in the Managing Board and Supervisory Board members compensation and the annual change in average employee compensation on a full-time equivalent basis over the last five fiscal years.Profit development is presented on the basis of

310、the Siemens Groups key performance indicators revenue,comparable revenue growth and basic earnings per share from continuing and discontinued operations.Through fiscal 2021,the latter was also one of the financial targets for the short-term variable compensation(Bonus)of the Managing Board and thus

311、had a significant influence on the amount of the compensation of the Managing Board members.Beginning in fiscal 2022,the comparative information will also include basic earnings per share before purchase price allocation.This key performance indicator supersedes basic earnings per share from continu

312、ing and discontinued operations in the Bonus in accordance with the Siemens Financial Framework,which has been in effect since fiscal 2022.In accordance with Section 275 para.3 No.16 of the German Commercial Code(Handelsgesetzbuch,HGB),the development of the net income of Siemens AG is also shown.Th

313、e compensation awarded and due to the Managing Board and Supervisory Board members in each fiscal year is presented in accordance with Section 162 para.1 sent.1 of the German Stock Corporation Act.Pension payments to former members of the Managing Board are not listed here since they do not depend o

314、n Siemens profit development.The presentation of average employee compensation is based on the size of the workforce,including trainees,employed by Siemens in Germany.In fiscal 2022,this workforce comprised on average 69,767 employees(full-time equivalent).By way of comparison,the Siemens Group had

315、about 247,000 employees and trainees worldwide as of September 30,2022.The figures exclude the workforce of Siemens Healthineers,which is not included in the presentation since it is a separately managed,publicly listed company.Average employee compensation comprises the personnel costs for wages an

316、d salaries,fringe benefits,employer contributions to social insurance and any short-term variable compensation components attributable to the fiscal year.For compensation in connection with share plans,the amounts received in the fiscal year are taken into account.Therefore,employee compensation is

317、also equivalent,in principle,to awarded and due compensation within the meaning of Section 162 para.1 sent.1 of the German Stock Corporation Act and thus in line with Managing Board and Supervisory Board compensation.Compensation Report D.Comparative information on profit development and annual chan

318、ge in compensation FISCAL 2022 36 Comparative information on profit development and change in compensationof employees,Managing Board and Supervisory Board membersChange Change2018 2019 in%2020 in%Change Change2021 in%2022 in%FiscalI.PROFIT DEVELOPMENTRevenue 1(in million)83,04486,8495%57,139(34)%62

319、,2659.0%71,97716%Comparable revenue growth 2(in%)23n.a.(2)n.a.11,5n.a.8.2n.a.Earnings per share 3(in)7.126.41(10)%5.00(22)%7.6854%4.65(40)%Earnings per share beforepurchase price allocation(in)-8.32-5.47(34)%Net income according to HGB(in million)4,54711,219147%5,270(53)%5,147(2)%3,612(30)%II.AVERAG

320、E EMPLOYEE COMPENSATION(in thousand)Workforce in Germany94951%961%993%1023%III.MANAGING BOARD MEMBERS COMPENSATION(in thousand)Dr.Roland Busch 4(since April 201 1,President and CEO since Feb.2021)4,5566,73048%4,441(34)%6,00835%5,9790%Cedrik Neike(since April 201 7)3,7102,331(37)%2,017(13)%3,52475%4,

321、21520%Matthias Rebellius(since Oct.2020)-3,435-3,160(8)%Prof.Dr.Ralf P.Thomas 4(since sept.2013)3,1436,7401 1 4%4,087(39)%4,2354%4,3042%Judith Wiese(since Oct.2020)-4,185-3,223(23)%Former Managing Board membersLisa Davis 4(until Feb.2020)2,6617,969199%6,562(18)%1,434(78)%1,72120%Klaus Helmrich 4(unt

322、il March 2021)4,6086,67945%4,186(37)%2,756(34)%1,620(41)%Joe Kaeser 4(President and CEO until Feb.2021)8,39112,97855%8,051(38)%4,616(43)%3,238(30)%Janina Kugel(until Jan.2020)2,7184,19254%2,631(37)%1,274(52)%1,62027%Prof.Dr.Siegfried Russwurm 4(until March 2017)3,2444,33033%2,905(33)%664(77)%-Michae

323、l Sen(from April 2017 until March 2020)2,8412,448(14)%1,991(19)%5,914197%1,620(73)%1 Revenue as reported.In fiscal 2020,the segments Gas and Power and Siemens Gamesa Renewable Energy were classified as discontinued operations and are therefore notincluded in the amount reported for fiscal 2020.2 The

324、 primary measure for managing and controlling revenue growth is comparable growth,because it shows the development in Siemens business net of currency translationeffects arising from the external environment outside of Siemens control and the portfolio effects that involve business activities that a

325、re either new to or no longer a part ofthe relevant business.3 Basic earnings per share from continuing and discontinued operations as reported.4 The increase in compensation in fiscal 2019 is primarily attributable to the one-time benefit from two Stock Awards tranches-the 2014 and 2015 tranches-in

326、 November 2018,due to a reduction in the duration of the Stock Awards to the customary four-year period starting with the 2015 tranche.Compensation Report D.Comparative information on profit development and annual change in compensation FISCAL 2022 37 Comparative information on profit development an

327、d change in compensationof employees,Managing Board and Supervisory Board members(cont.)Fiscal20182019Changein%2020Changein%2021Changein%2022Changein%IV.SUPERVISORY BOARD MEMBERS COMPENSATION(in thousand)Jim Hagemann Snabe(since Oct.201 3,Chairman since Jan.201 8)53661314%6323%608(4%)602(1%)Birgit S

328、teinborn 1(since Jan.2008,First Deputy Chairwoman since Jan.201 5)477471(1%)4822%467(3%)446(4%)Dr.Werner Brandt(since Jan.2018,Second Deputy Chairman since Feb.2021)24032435%3364%43830%4625%Tobias Baumler 1(since Oct.2020)-287-2922%Michael Diekmann(since Jan.2008)217215(1%)2233%24611%238(3%)Dr.Andre

329、a Fehrmann 1(since Jan.2018)11314932%1586%154(3%)152(1%)Bettina Haller 1(since April 2007)2442440%2565%243(5%)2503%Harald Kern 1(since Jan.2008)244240(2%)2473%2647%240(9%)Jurgen Kerner 1(since Jan.2012)394391(1%)4023%384(4%)376(2%)Benoit Potier(since Jan.2018)11314126%15711%155(1%)1625%Hagen Reimer

330、1(since Jan.2019)-110-15844%154(3%)152(1%)Dr.-lng.Dr.-lng.E.h.Norbert Reithofer(since Jan.201 5)189182(4%)1947%190(2%)1942%Kasper Rorsted(since Feb.2021)-131-19650%Baroness Nemat Shafik(dbe,DPhil)(since Jan.2018)11314024%15813%140(11%)1528%Dr.Nathalie von Siemens(since Jan.2015)1851945%2014%173(14%)

331、162(6%)Michael Sigmund(since March 2014)152149(2%)1586%154(3%)152(1%)Dorothea Simon 1(since Oct.2017)152149(2%)1586%154(3%)152(1%)Grazia Vittadini(since Feb.2021)-188-29054%Matthias Zachert(since Jan.201 8)17724438%2565%28612%2922%Gunnar Zukunft 1(since Jan.2018)11314932%1586%154(3%)152(1%)These emp

332、loyee representatives on the Supervisory Board and the representatives of the trade unions on the Supervisory Board have agreed to transfertheir compensation to the Hans Bockler Foundation,in accordance with the guidelines of the Confederation of German Trade Unions.Compensation Report E.Other FISCA

333、L 2022 38 E.Other The Company provides a group insurance policy for Supervisory and Managing Board members and certain other employees of the Siemens Group.The policy is taken out for one year at a time or renewed annually.It covers the personal liability of the insured individuals in cases of financial loss associated with their activities on behalf of the Company.The insurance policy for fiscal