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1、Compensation Report 2024siemens-Compensation Report of Siemens Healthineers AG for Fiscal Year2024Siemens Healthineers AGForchheimThe Managing Board and the Supervisory Board have prepared the present Compensation Report in accordance with the requirements of Section 162 of the German Stock Corporat

2、ion Act(Aktiengesetz,“AktG”).The report presents and explains the compensation granted and owed to each current and former member of the Managing Board and Supervisory Board of Siemens Healthineers AG(hereinafter:Siemens Healthineers or the Company)in fiscal year 2024 in the period from October 1,20

3、23,to September 30,2024.The report gives a detailed and personalized account of the structure and amount of the different components of Managing Board and Supervisory Board compensation.The auditing firm PricewaterhouseCoopers GmbH Wirtschaftsprfungsgesellschaft,Frankfurt am Main,Munich Branch,has a

4、udited the contents of the Compensation Report beyond the requirements of Section 162(3)sentences 1 and 2 AktG.The independent auditors report is attached to the present report.This Compensation Report will be submitted to the Annual Shareholders Meeting for approval on February 18,2025.A detailed d

5、escription of the compensation systems applicable in fiscal year 2024 for the members of the Managing Board and Supervisory Board of Siemens Healthineers AG can be found on the Companys website at www.siemens- documents as well as the Compensation Report are English language translations of the Germ

6、an documents.In case of discrepancies,the German language document is the sole authoritative and universally valid version.Due to rounding,the individual numbers presented in this report may not precisely add up to the stated sums and the percentages presented herein may not precisely reflect the ab

7、solute values to which they refer.ContentsCompensation of Managing Board members 04Summary of Managing Board compensation in fiscal year 2024 06Specification of compensation for fiscal year 2024 09Target compensation and compensation structure 09Appropriateness of Managing Board compensation 10Maxim

8、um compensation 11Variable compensation in fiscal year 2024 11Short-term variable compensation(bonus)13 Long-term variable compensation(Siemens Healthineers Stock Awards)16Malus and clawback provisions 22Share Ownership Guidelines 23Pension benefit commitment 23Commitments made in connection with th

9、e termination of Managing Board activity 25Compensation granted and owed in fiscal years 2024 and 2023 26Compensation of former Managing Board members in fiscal year 2024 27Compensation of Supervisory Board members 28Compensation system for the Supervisory Board 28Supervisory Board compensation in f

10、iscal years 2024 and 2023 29Multi-year overview:Information on the development of Managing Board and Supervisory Board compensation in relation to the compensation of the overall staff and the Companys earnings performance 31Other compensation 33Auditors report 34Compensation of Managing Board membe

11、rsThe compensation described below for the members of the Managing Board for fiscal year 2024 is based on the compensation system applicable since October 1,2020,which was developed pursuant to Section 87 a(1)AktG and approved with a majority of 98.91%by the Annual Shareholders Meeting on February 1

12、2,2021.Pursuant to Section 120 a(1)sentence 1 AktG,the Annual Shareholders Meeting of an exchange-listed company resolves to approve the compensation system for the Managing Board members presented by the Supervisory Board each time there is a material amendment to the compensation system,but at lea

13、st every four years,thus at the latest at the 2025 Annual Shareholders Meeting.The compensation system was applicable to all active Managing Board members in fiscal year 2024.A full description of the compensation system for Managing Board members is accessible to the public at www.siemens- Supervis

14、ory Board conducted a comprehensive review of the existing compensation system in fiscal year 2024.It will present the revised compensation system pursuant to Section 120 a(1)sentence 1 AktG to the Annual Shareholders Meeting for approval on February 18,2025.Major developments in fiscal year 2024Sie

15、mens Healthineers began the fiscal year with strong growth and managed to achieve the goals it set for itself despite the various challenges that arose during the course of the fiscal year.Global market growth remained positive amid ongoing uncertainties in the economic and geopolitical environment.

16、Despite delays in the awarding of orders by customers in the China region and ongoing challenges in the macroeconomic environment,Siemens Healthineers achieved the targets communicated in the forecast at the beginning of the fiscal year.Performance and compensation in fiscal year 2024The KPIs“compar

17、able revenue growth”and“adjusted basic earnings per share,”which had already been applied to determine short-term variable compensation in the preceding years,remained relevant in fiscal year 2024 and are therefore reflected in the compen-sation of the Managing Board.The Companys performance in the

18、realm of Environment,Social,and Governance(ESG)as measured by various sustainability targets also continued to play an important role.Overall,the Company generated comparable revenue growth of 4.7%compared to the previous year;excluding the COVID-19 rapid antigen test business,which expired in the f

19、ourth quarter of the 2023 fiscal year,comparable growth amounted to 5.2%.This was due in particular to very strong growth in the Varian segment and strong revenue growth in the Advanced Therapies and Imaging segments.Adjusted basic earnings per share(adjusted basic EPS)rose to 2.23 compared to the p

20、revious year.The Managing Board succeeded in meeting the targets for short-term variable com-pensation in the 2024 fiscal year.Strategy and Managing Board compensationAs a global leader in medical technology,Siemens Healthineers seeks to help master global healthcare challenges with its innovative p

21、roducts and services.The Companys strategy is geared to profitable growth.Growth is aimed to be achieved both by strengthening the established core businesses and sharpening the strategic focus on adjacent growth areas.The compensation system for the Managing Board is designed to incentivize the imp

22、lementation of the Companys strategy as well as the value-creating long-term development of the Company,while at the same time avoiding disproportionate risks.To this end,it should provide the right incentives for increasing earnings measured in terms of compensation-relevant adjusted basic EPS and

23、compensation-relevant comparable revenue growth,as well as other relevant strategic topics aimed at the Companys sustainable development.04Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersVote on the Compensation Report for fiscal year 2023 at the Annual Shareholder

24、s Meeting 2024The Compensation Report for fiscal year 2023 was prepared in accordance with Section 162 AktG.The independent audit of the reports content went beyond the requirements of Section 162(3)sentences 1 and 2 AktG.The Compensation Report on the compensation granted and owed individually to t

25、he members of the Managing Board and Supervisory Board of Siemens Healthineers in fiscal year 2023 was approved by the Annual Shareholders Meeting on April 18,2024,with a majority of 98.36%of validly cast votes.In view of the high rate of approval,the structure of the Compensation Report for fiscal

26、year 2024 is essentially unchanged.To improve the readability of the Compensation Report,certain footnotes will not be repeated as of fiscal year 2024.Changes in the composition of the Managing Board and Supervisory BoardThere was no change in the composition of the Managing Board in fiscal year 202

27、4.At the meeting on May 3,2024,the Supervisory Board renewed the appointment of Elisabeth Staudinger-Leibrecht ahead of term to the end of September 2029.The following changes occurred in the composition of the Supervisory Board in fiscal year 2024:Until April 18,2024,the Supervisory Board of Siemen

28、s Healthineers AG was composed of ten members,all of whom were shareholder representatives.Upon the transfer of all employees and all significant assets,contracts,liabilities,and other legal relationships of Siemens Healthcare GmbH to Siemens Healthineers AG as of December 1,2023,the conditions were

29、 met to establish a Supervisory Board composed of 16 members,eight of whom representing the employees and eight representing the shareholders.The employee representatives were court-appointed with effect from the close of the Annual Shareholders Meeting on April 18,2024,and the share-holder represen

30、tatives were elected to the Supervisory Board at the Annual Shareholders Meeting on April 18,2024,with effect from the close of the Annual Shareholders Meeting 2024.To meet the increased legal requirements pertaining to the Supervisory Boards profile of skills and expertise,the Supervisory Board was

31、 voluntarily enlarged beyond the legally required 16 Supervisory Board members to 20 members in total.The court appointment of two additional employee representatives and the election of two additional shareholder representatives at the Annual Shareholders Meeting on April 18,2024,in all cases with

32、effect from the entry in the Commercial Register of the amendment of the Articles of Association,which was likewise resolved at the Annual Shareholders Meeting 2024,took effect on April 24,2024.Since that time the Supervisory Board has been composed of 20 members,half of whom are shareholder represe

33、ntatives and half employee representatives,in accordance with the German Co-Determination Act Mitbestimmungsgesetz,“MitbG”.In the re-election of Supervisory Board members representing the shareholders,Prof.Dr.Ralf P.Thomas,Dr.Roland Busch,Sarena Lin,Peer M.Schatz,Dr.Nathalie von Siemens,and Dow R.Wi

34、lson were elected for terms of five years each and Dr.Marion Helmes and Karl-Heinz Streibich were elected for terms of three years each,in both cases with effect from the close of the Annual Shareholders Meeting on April 18,2024,while Veronika Bienert and Dr.Peter Krte were elected for terms of thre

35、e years,each with effect from the entry in the Commercial Register on April 24,2024,of the amendment of the Articles of Association resolved at the Annual Shareholders Meeting 2024.On the side of employee representatives,Vanessa Barth,Harry Blunk,Stephan Bttner,Dr.Andrea Fehrmann,Axel Patze,Astrid P

36、lo,Dorothea Simon,and Harald Tretter were court-appointed with effect from the close of the Annual Shareholders Meeting on April 18,2024,and Lars-Christian Dinglinger and Jens Prietzel were court-appointed with effect from the entry in the Commercial Register on April 24,2024,of the amendment of the

37、 Articles of Association resolved at the Annual Shareholders Meeting 2024.Prof.Dr.Ralf P.Thomas was elected as the Chair,Dorothea Simon as the Deputy Chair,and Karl-Heinz Streibich as the Further Deputy Chair of the Supervisory Board at the constitutive meeting held after the close of the Annual Sha

38、reholders Meeting 2024.Jens Prietzel resigned from the Supervisory Board with effect as of July 31,2024,and Nick Heindl was court-appointed as his successor with effect as of August 1,2024.In fiscal year 2024,the Compensation Committee was composed of the following members until April 18,2024:Peer M

39、.Schatz(Chair),Sarena Lin,Karl-Heinz Streibich,and Prof.Dr.Ralf P.Thomas.Since April 18,2024,the Compensation Committee has been composed of the following members:Peer M.Schatz(Chair),Harry Blunk,Dr.Andrea Fehrmann,Sarena Lin,Dorothea Simon,and Prof.Dr.Ralf P.Thomas.05Siemens Healthineers Compensati

40、on Report 2024Compensation of Managing Board membersSummary of Managing Board compensation in fiscal year 2024The compensation of Managing Board members consists of fixed and variable compensation components.Fixed compensation,which is non-performance-based,comprises the base salary,fringe benefits,

41、and pension benefit commitments.The performance-based,and therefore variable,compensation comprises the short-term variable compensation(bonus)and the long-term variable compen-sation(Siemens Healthineers Stock Awards).Malus and clawback provisions are applicable to the variable compensation.Further

42、more,the total annual compensation of Managing Board members is capped in accordance with Section 87 a(1)sentence 2 no.1 AktG.In addition,the Share Ownership Guidelines form an integral supplemental part of the compensation system.They require Managing Board members,during their term of office,to pe

43、rmanently hold Siemens Healthineers shares worth a specified multiple of their average annual base salary during the previous four years;this multiple is 250%for the Chief Executive Officer and 200%for the ordinary Managing Board members.If this target is not met,Managing Board members will be requi

44、red to purchase new shares in the quantity needed to meet the target.Compliance with the Share Ownership Guidelines during the fiscal year by Dr.Bernhard Montag and Dr.Jochen Schmitz was reviewed in March 2024.Elisabeth Staudinger-Leibrecht and Darleen Caron are still in the build-up phase.Moreover,

45、the Managing Board compensation system is complemented by appropriate market-related commitments in connection with the start and end of board membership.The table below provides an overview of the key components of the Managing Board compensation system,the underlying targets including their releva

46、nce to the strategy,and their specific structure in fiscal year 2024.Fixed compensation componentsBase salaryFringe benefitsPension benefit commitmentStrategy linkage Ensures an appropriate base income to attract and retain qualified Managing Board members while avoiding inappropriate risks Reflects

47、 the role,experience,and area of responsibility on the Managing Board,as well as market conditions Granting of competitive fringe benefits and(partial)assumption of costs that are directly related to and facilitate the members work on the Managing Board Building up and securing adequate post-employm

48、ent benefits as part of a competitive compensation packageStructure in the compensation system Fixed,contractually agreed compensation paid in 12 monthly installments Contractual commitment to assume (some of)the costs and taxable amounts of non-cash benefits and granting of other fringe benefits,su

49、ch as Expenses for the provision of a company car Contributions to insurance costs Regular preventive medical checkups Housing and relocation costs Tax advisory expenses Generally,annual addition of a fixed amount to the Siemens Healthineers Defined Contribution Pension Plan(Siemens Healthineers BSA

50、V)or,in special exceptional circumstances,provision of a fixed amount that can be used at the members own discretion Commitment at the beginning of the fiscal year Credit or payout in January of the subsequent fiscal year Entitlement to benefits under the Siemens Healthineers BSAV upon reaching the

51、age of 65,or earlier upon request Payout of Siemens Healthineers BSAV generally in 12 annual installments;other payment options are possible upon request Application for 2024 The annual base salary was paid in monthly installments Assumption of costs of non-cash and fringe benefits depending on the

52、benefits enjoyed Annual contribution to the Siemens Healthineers BSAV for Chief Executive Officer Dr.Bernhard Montag and Managing Board members Dr.Jochen Schmitz,Elisabeth Staudinger-Leibrecht For Darleen Caron,an annual fixed amount which can be used at her own discretion Credit or payout in Januar

53、y 202506Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersVariable compensation componentsShort-term variable compensation(bonus)Long-term variable compensation (Siemens Healthineers Stock Awards)Strategy linkage Provides an incentive to meet(financial and non-financ

54、ial)company targets for the respective fiscal year Takes account of the contribution made to implementing the Company strategy,and therefore the continuous and sustainable development of the Company,as well as the specific individual challenges of each Managing Board member Provides an incentive to

55、increase the Companys performance relative to competitors on a long-term and sustainable basis Links the interests of the Managing Board members to those of shareholders and stakeholders by promoting attractive and sustainable value creation as well as long-term sustainability targetsStructure in th

56、e compensation system Plan type:Annual bonus based on a target amount Performance corridor:0%to 200%of the target amount Performance criteria:2/3 Company performance(2 3 equally weighted KPIs)1/3 individual performance(2 4 equally weighted KPIs),At least one-third of the individual targets must be a

57、ssigned to the performance criterion“sustainability“from the fiscal year 2023 onwards Performance corridor per KPI:0%to 200%Payout:In cash in the subsequent fiscal year Plan type:Performance Share Plan Performance corridor:0%to 200%of the target amount(cap on number of shares)and 300%of the target a

58、mount(absolute payout cap)Performance criteria 1:75%(as of FY 2023,previously 80%)total shareholder return(TSR)relative to the two equally weighted indices,MSCI World Health Care and MSCI Europe Health Care Equipment&Services 25%(as of FY2023,previously 20%)sustainability,measured on the basis of 2

59、3 environmental,social,and governance(ESG)KPIs Performance corridor per KPI:0%to 200%Vesting period:4 years.Payout:Generally in the form of shares Siemens Healthineers Stock Awards will always account for at least 60%Application for 2024 Performance criteria:1/3 adjusted basic earnings per share(inc

60、entive-relevant)in the past fiscal year 1/3 comparable revenue growth(incentive-relevant)1/3 three individual targets for each Managing Board member,thereof one sustainability target 2024 tranche of Siemens Healthineers Stock Awards Allocation date:November 10,2023 Performance criteria:75%total shar

61、eholder return(TSR)relative to the two equally weighted indices,MSCI World Health Care and MSCI Europe Health Care Equipment&Services 25%sustainability,measured against three equally weighted ESG KPIs:1.Access to healthcare 2.Reduction of carbon emissions 3.Improvement of gender balance 1 The change

62、 in the weighting of the performance criteria applied for long-term variable compensation was assessed as immaterial within the meaning of Section 120 a(1)sentence 1 AktG by a renowned independent law firm.Further key components of the compensation systemMaximum compensationShare Ownership Guideline

63、sMalus and clawbackStrategy linkage Prevents inappropriately high payouts Strengthens the shareholder culture and encourages Managing Board members to identify with the Company Promotes alignment of Managing Board and shareholder interests and incentivizes sustainable value creation for the Company

64、Reinforces incentives to meet essential obligations and compliance requirements by avoiding inappropriate behavior and inappropriate risksStructure in the compensation system The maximum compensation per year is capped at:Chief Executive Officer:9,700,000 Ordinary Managing Board member:6,100,000 Man

65、aging Board members are obligated to permanently hold Siemens Healthineers shares worth a multiple of their average annual base salary during the past four years prior to the verification date:Chief Executive Officer:250%Ordinary Managing Board member:200%4-year build-up phase,subsequently annual re

66、views Verification date:March of each year If the value of the shares held falls below the amount that must be proven to be held,due to a decline in the share price,the Managing Board member must acquire additional shares on their own initiative In the event of serious breaches of duty or violation

67、of compliance rules during the performance period and/or in the event of a willful or grossly negligent breach of the duty of care,the Supervisory Board has the right to reduce,in whole or in part(down to zero if necessary),and/or claw back variable compensation(bonus and/or Siemens Healthineers Sto

68、ck Awards)If compensation is clawed back,Managing Board members are required to repay the appropriate net amountApplication for 2024 The maximum compensation for fiscal year 2024 is capped at:Chief Executive Officer:9,700,000 Ordinary Managing Board member:6,100,000 The compliance review for fiscal

69、year 2024 took place in March 2024 for Dr.Bernhard Montag and Dr.Jochen Schmitz Fulfilled by all the Managing Board members obligated to provide verification No use case requiring application in fiscal year 202407Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersFurt

70、her key components of the compensation systemCommitment in the event of the start of employmentCommitment in the event of the termination of employment Offsetting of compensation for secondary activitiesStrategy linkage Reimbursement of compensation forfeited at the previous employer,in order to att

71、ract qualified Managing Board members and ensure competitive compensation Establishment of an upper limit for termina-tion benefits in the event of premature termination of the Managing Board activities,in order to avoid inappropriately high severance payments Offsetting of compensation for secondar

72、y activities to ensure that neither the time spent nor the compensation received for the secondary activities conflicts with the duties for Siemens Healthineers AGStructure in the compensation system If compensation from a previous employer is forfeited due to the transfer to Siemens Healthineers AG

73、(e.g.,long-term variable compensation or pension benefits),the Supervisory Board can promise compensation in the form of(normally Phantom)Siemens Healthineers Stock Awards,pension commitments under the Siemens Healthineers BSAV,or cash payments Termination by mutual agreement:Severance payment limit

74、ed to remaining term of the service agreement,up to a max-imum of two years of annual compensation (severance payment cap);payable in the month of departure Premature termination at the Managing Board members request/serious cause for the Company to terminate:No sever-ance payment is paid and outsta

75、nding Siemens Healthineers Stock Awards allo-cated are forfeited without replacement Compensation for an intra-group super-visory board membership is offset against the Managing Board compensation For external supervisory board member-ships,the Supervisory Board will make a case-by-case decision at

76、its duty-bound discretion as to whether,and to what extent,compensation is to be offset (max.2 external appointments)Application for 2024 Not applied in fiscal year 2024 Not applied in fiscal year 2024 In addition to her position on the Managing Board,Elisabeth Staudinger-Leibrecht also continued to

77、 serve as Executive Chairwoman of the Board of Directors of Siemens Healthineers Ltd.China throughout the entire fiscal year 2024.The corresponding legal relationship is governed by a separate contract between Elisabeth Staudinger-Leibrecht and Siemens Healthineers Ltd.China.The legal relationship e

78、nded at the close of fiscal year 2024,so that as of fiscal year 2025,Elisabeth Staudinger-Leibrecht only holds an employment contract as an ordinary member of the Managing Board of Siemens Healthineers AG.The compen-sation from her terminated contract with Siemens Healthineers Ltd.China is fully set

79、 off against her Managing Board compensa-tion and is therefore disclosed in aggregateIn exceptional cases,the Supervisory Board may temporarily deviate from single components of the compensation system for Managing Board members if this is in the interest of the Companys long-term welfare.This optio

80、n was not exercised in fiscal year 2024.08Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersSpecification of compensation for fiscal year 2024Target compensation and compensation structureIn accordance with the compensation system,the Supervisory Board,at the recomme

81、ndation of the Compensation Committee of the Supervisory Board,specified the target compensation for each Managing Board member for fiscal year 2024,as shown in the table below,at the beginning of the fiscal year.In doing so,it ensured that the target total compensation is commensurate with the resp

82、onsibilities and performance of the respective Managing Board member.In addition,the Supervisory Board took particular ac-count of the financial situation,market environment,success,and future prospects of the Company and paid special attention to ensuring that the target total compensation is in li

83、ne with the market.Managing Board compensation consists of fixed and variable compensation components.Target total compensation represents an intended amount of compensation that will apply if all predefined targets are met and is thereby meant to provide incentives for strong company performance,as

84、 well as collective and individual performance.No loans or advances are granted to Managing Board members by the Company.Since most of the compensation is variable,failure to meet the predefined targets will lead to a significant reduction in total compensation.If these targets are overachieved,howe

85、ver,the compensation may be increased,although this is capped at a contractually agreed and legally required maximum compensation.The proportion of long-term variable compensation exceeds that of short-term variable compensation.The proportion of total variable compensation in the target total compe

86、nsation is higher than the proportion of fixed compensation.As a result,the compensation of the Managing Board is aligned with the Com-panys long-term,sustainable development.In fiscal year 2024,the target total compensation consisted of the following components:Target total compensation for the Man

87、aging Board in fiscal year 2024Fixed compensationBase salaryFringe benefitsPension benefit commitmentVariable compensationBonus Siemens Healthineers Stock Awards will always account for the majority of the total variable compensationSiemens Healthineers Stock AwardsIn defining the absolute amount of

88、 target compensation(as well as the compensation structure),the Supervisory Board appropriately took into account each Managing Board members function and therefore also the different requirements of the respective Managing Board function.In accordance with the requirements of the AktG and the recom

89、mendations of the German Corporate Governance Code Deutscher Corporate Governance Kodex,“DCGK”,it ensured that the variable compensation exceeds the fixed compensa-tion and predominantly has a long-term focus.Consequently,the long-term variable compensation always exceeds the short-term variable com

90、pensation,thereby putting the focus on the long-term and sustainable development of Siemens Healthineers without disregarding the annual operational targets.The ratio between fixed and variable compensation components and their respective relative share of total compensation are not defined exactly

91、and may vary due to functional differentiation.The Supervisory Board has differentiated the compensation of the Managing Board members on the basis of their individual functions.The differentiation was made in different compensation components,which therefore also affected the amount of the target t

92、otal compensation for all members of the Managing Board.Further details on this subject can be found in the following chapter “Appropriateness of compensation.”In addition to her position on the Managing Board,Elisabeth Staudinger-Leibrecht was also Executive Chairwoman of the Board of Directors of

93、Siemens Healthineers Ltd.China.The corresponding legal relationship was regulated in a separate contract between Elisabeth Staudinger-Leibrecht and Siemens Healthineers Ltd.China.The contractual relationship ended at the close of the 2024 fiscal year,so that as of fiscal year 2025,Elisabeth Stauding

94、er-Leibrecht solely holds an employment contract as an ordinary member of the Managing Board of Siemens Healthineers AG.The compensation from her terminated contract with Siemens Healthineers Ltd.China is offset in full against her Managing Board compensation and reported in total.70%of the annual b

95、ase salary and bonus 09Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersare granted and paid in Germany,the remaining 30%in China.The Siemens Healthineers Stock Awards will be granted and paid in full in Germany from the 2022 fiscal year tranche onward due to the st

96、rategic importance of long-term variable compensation for the Siemens Healthineers Group,which primarily benefits the German contractual relationship.The fringe benefits described above comprise fringe benefits that have been granted and paid both in Germany and in China.The pension benefit commitme

97、nt is granted and paid in full in Germany.The table below shows the contractually agreed target compensation and the compensation structure as percentages of target total compensation for fiscal year 2024.The compensation structure shown for the target compensation granted in fiscal year 2024 is in

98、line with the compensation structure specified in the applicable compensation system pursuant to Section 87 a(1)sentence 2 no.3 AktG.Target compensation of the Managing Board members(figures in k or in%of target total compensation)Fixed compensationVariable compensationCurrent Managing Board members

99、Base salaryFringe benefitsPension benefit commit-ment 1SumBonus for the fiscal yearSiemens Healthineers Stock Awards tranche 2024SumTarget total compen-sationDr.Bernhard Montag Chief Executive Officer since March 1,20182024Target1,410174991,9261,4102,8004,2106,136Target(in%)23%0%8%31%23%46%69%100%20

100、23Target1,380145531,9471,2002,5703,7705,717Target(in%)24%0%10%34%21%45%66%100%Dr.Jochen Schmitz Chief Financial Officer since March 1,20182024Target860182911,1696401,4002,0403,209Target(in%)27%1%9%36%20%43%64%100%2023Target860163471,2236401,0751,7152,938Target(in%)29%1%11%41%22%37%59%100%Darleen Car

101、on Chief Human Resources Officer since February 1,20212024Target800723201,1926001,2001,8002,992Target(in%)27%2%10%39%21%40%61%100%2023Target735813201,1365259031,4282,564Target(in%)29%3%12%44%21%35%56%100%Elisabeth Staudinger-Leibrecht 2 Managing Board member since December 1,20212024Target7651319699

102、25601,0501,6102,602Target(in%)29%5%4%38%22%40%62%100%2023Target7352091011,0455259031,4282,473Target(in%)30%8%4%42%21%37%58%100%1 Corresponds to the service cost per IFRS of the Siemens Healthineers Defined Contribution Benefit Plan(BSAV);for Darleen Caron,it corresponds to the fixed cash amount that

103、 can be used at her own discretion.Darleen Caron does not participate in the Siemens Healthineers Defined Contribution Benefit Plan and instead receives a fixed cash amount to use at her own discretion.2 The fringe benefits presented above comprise fringe benefits that have been granted and paid bot

104、h in Germany and in China.The pension benefit commitment is granted and paid in full in Germany.Appropriateness of Managing Board compensationIn accordance with the compensation system,the Supervisory Board conducts a regular review to determine whether the Managing Board compensation is in line wit

105、h the market,this being done on the basis of a horizontal and vertical comparison.Because Siemens Healthineers is one of Germanys 40 largest exchange-listed companies,the horizontal review of appropriateness of compensation is performed as a comparison with the DAX 40 companies.In conducting the ver

106、tical assessment of Managing Board compensation,the Supervisory Board also takes account of the development of Managing Board compensation as compared with the compensation of senior management(top executives as defined in Section 5(3)of the German Works Constitution Act(Betriebsverfassungsgesetz,Be

107、trVG),non-senior management(exempt employees),and the other staff of Siemens Healthineers AG and companies affiliated with it as defined in Section 15 AktG(hereinafter:Siemens Healthineers Group).This approach is meant to obtain the widest possible comparison group.In addition to the status quo anal

108、ysis,the vertical comparison also takes the develop-ment of compensation ratios over time into account.The most recent assessment of the appropriateness of Managing Board compensation revealed that the compensation of the Managing Board members was below market in some cases.The target total compens

109、ation of Dr.Bernhard Montag was adjusted to bring it in line with customary market practices and reflect the growing complexity of the Companys business.The adjustment was primarily made in the short-and long-term variable target compensation.Dr.Jochen Schmitzs compensation was increased by the amou

110、nt of the long-term variable target compensation to account for the additionally assumed responsibility for the EMEA region and the Ultrasound Business Area,among other things.Darleen Carons target total compensation was adjusted significantly at the start of fiscal year 2024 to bring it in line wit

111、h customary market practices and to recognize her previous performance on the occasion of her re-appointment.Due consideration was also given to her responsibilities for the Americas region,as well as the Sustainability and Real Estate functions.Elisabeth Staudinger-Leibrechts target total compensat

112、ion was also adjusted higher to bring it further into line with customary market practices,but also to appropriately account for her increased responsibilities,particularly for the Chinese market and Customer Services.The pension contributions remained unchanged for all members of the Managing Board

113、.10Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersWhereas the 40 DAX companies are applied to assess the appropriateness of the compensation,the relative performance component within the long-term variable compensation has been measured on the basis of the two ind

114、ices MSCI World Health Care and MSCI Europe Health Care Equipment&Services since the introduction of the current compensation system.These two indices have been selected to best represent the key markets,competitors,and areas of activity of Siemens Healthineers.The MSCI World Health Care index inclu

115、des a large number of companies across the entire healthcare and medical technology sector and covers the globally rele-vant markets,particularly including the United States and Asia.The MSCI Europe Health Care Equipment&Services index particularly covers the sector of medical technology devices and

116、 related services while also emphasizing the importance of the European region.Maximum compensationIn addition to limiting the individual variable compensation components(bonus and Siemens Healthineers Stock Awards),the Super-visory Board has established an annual maximum compensation limit covering

117、 all fixed and variable compensation components pursuant to Section 87a(1)sentence 2 no.1 AktG.Pension benefit commitments and any benefits committed under individual employment contracts are likewise considered in accordance with the applicable compensation system.The maximum compensation is the to

118、tal maximum amount that a Managing Board member may receive for a given fiscal year.As a consequence,the final value of compensation paid for a particular fiscal year can only be determined after the conditionally allocated tranche of Siemens Healthineers Stock Awards for the given fiscal year has v

119、ested.The first-time report on compliance with the maximum compensation limits introduced in fiscal year 2021 will be presented in the Compensation Report of fiscal year 2025 when the transfer of the Siemens Healthineers Stock Awards Tranche 2021 is completed upon the expiration of the vesting perio

120、d in November 2024,at which time it will be possible to assess the Managing Board compensation in full for fiscal year 2021.For fiscal year 2024,the final review will be conducted when the 2024 tranche of the Siemens Healthineers Stock Awards is trans-ferred at the end of the vesting period in Novem

121、ber 2027.If the specified maximum compensation has been exceeded,a number of Siemens Healthineers Stock Awards corresponding to the amount by which the maximum amount is exceeded will be forfeited without replacement.The maximum compensation applicable for fiscal year 2024 is 9,700,000 for the Chief

122、 Executive Officer and 6,100,000 for ordinary Managing Board members.Compliance with the maximum compensation for fiscal year 2024 will be reported in the Compensation Report for fiscal year 2028.Maximum compensation(caps on variable compensation and maximum compensation)Compensation elementCapShort

123、-term variable compensation(bonus)200%of the target amountLong-term variable compensation(Siemens Healthineers Stock Awards)200%of the target amount(cap on number of shares 1)and/or 300%of the target amount(absolute payout cap 2)Maximum compensationChief Executive Officer:9,700,000 Ordinary Managing

124、 Board member:6,100,0001 The final number of Siemens Healthineers Stock Awards can be as high as 200%of the originally conditionally allocated Siemens Healthineers Stock Awards.2 The actual amount,defined as the final number of Siemens Healthineers shares multiplied by the Xetra closing price of Sie

125、mens Healthineers shares at the end of the vesting period,must not exceed 300%of the original target amount.Variable compensation in fiscal year 2024Variable compensation accounts for a large portion of the total compensation of Managing Board members.It comprises two compo-nents:short-term variable

126、 compensation(bonus)and long-term variable compensation(Siemens Healthineers Stock Awards).They are linked to the performance of the Managing Board and are intended to incentivize the implementation of the corporate strategy,as well as the value-creating long-term development of the Company,while at

127、 the same time avoiding disproportionate risks.The performance criteria and key performance indicators(KPIs)applied in fiscal year 2024 for measuring performance within the framework of variable compensation are in line with the corporate strategy,have been derived from the Companys strategic ob-jec

128、tives and operational performance indicators,and are consistent with the compensation system applicable in fiscal year 2024.Essentially,the performance criteria measure core strategic topics of significance and also include sustainability as a performance criterion,as an expression of the corporate

129、social responsibility of Siemens Healthineers.An overview of the performance criteria and KPIs relevant for fiscal year 2024 and a description of the manner in which they foster the Companys long-term development are shown in the following table:11Siemens Healthineers Compensation Report 2024Compens

130、ation of Managing Board membersVariable compensation in fiscal year 2024Performance criterionKPIBonusSiemens Healthineers Stock AwardsStrategy linkageFinancial targetsEarningsAdjusted basic earnings per share (incentive-relevant)1Adjusted Performance of Siemens Healthineers is measured using adjuste

131、d basic earnings per share(EPS).The following adjustments are made:expenses for mergers,acquisitions,disposals and other portfolio-related measures,in particular,amortization,depreciation and other effects from IFRS 3 purchase price allocation adjustments,transaction,integration,retention and carve-

132、out costs,gains and losses from divestments,severance charges,and other expenses in connection with restructuring measures within the meaning of IAS 37(since fiscal year 2024).The adjustments(including revenue)relate to income and expenses that do not reflect operating perfor-mance and therefore adv

133、ersely affect the comparability of financial results be-tween periods.For this reason,other restructuring expenses are also adjusted since fiscal year 2024.The adjustments are made after tax.Accordingly,this includes the adjustment of material valuation effects on deferred taxes,which arise from cha

134、nges in tax law and are associated with the above adjustment items.Tax effects on the adjustments are determined based on the income tax rate for the reporting period.Determination of adjusted basic EPS is based on the average weighted number of outstanding shares in the reporting period.Revenue gro

135、wthComparable revenue growth (incentive-relevant)1The strategy of Siemens Healthineers is geared to profitable growth.Comparable revenue growth shows the development of adjusted revenue,net of currency translation effects beyond our control,as well as the portfolio effects arising from business acti

136、vities that are either new to our business or no longer a part of it.Growth is to be achieved both by strengthening the existing Core Business and sharpening its strategic focus on adjacent growth areas.Long-term value creationTotal shareholder return (TSR)Total shareholder return relative to the tw

137、o equally weighted indices,MSCI World Health Care and MSCI Europe Health Care Equipment&Services,reflects the overall value creation for our shareholders in the form of share price increases and dividends earned.Siemens Healthineers AG seeks to be an attractive capital investment for its investors a

138、nd therefore incentivize above-average capital market performance.For this reason,total shareholder return is a benchmark for the sustainable increase in company value.Non-financial targetsImplemen-tation of the Company strategyVarious individual targetsThe individual targets focus primarily on shor

139、t-and medium-term measures to implement the company strategy in order to ensure the Companys long-term development.They enable a focus on the strategic and operational challenges relevant for the fiscal year for each Managing Board member,depending on their respective responsibility.In the reporting

140、 period,the individual targets were aimed at the implementation of the corporate strategy,including the implementation of ongoing major projects,business development as well as optimization and efficiency improve-ments.SustainabilityVarious individual targetsSustainable actions are an integral part

141、of our strategy and ensure the future viability of the Company from a social and economic perspective.To support the Companys sustainable development,Siemens Healthineers also sets sustainability targets;in fiscal year 2023 they related in particular to the implementation of the next level of ambiti

142、on for sustainability and extended reporting in the reporting period.ESG KPIsSocial responsibility is a key element of our business activity;it is an integral part of our main internal processes.For this reason,the ESG KPIs take the impact of our business activities on social and environmental matte

143、rs into account.As a global leader in medical technology,our innovative products and services help to address some of the most challenging issues worldwide:1.Access to healthcare,as measured by growth in installed devices in underserved countries.2.Reduction of COe emissions,measured in terms of COe

144、 kilotons emitted,and3.Improve gender balance as measured by the proportion of women in senior management.1 The adjustments applied for compensation purposes in fiscal year 2024 are described in more detail in the chapter“Short-term variable compensation(bonus)”in the section on Company performance.

145、The Supervisory Board is responsible for ensuring that the targets set for the variable compensation are demanding and ambitious.If the targets are not met,variable compensation can be as low as zero and can therefore be canceled altogether.If the targets are significantly overachieved,target achiev

146、ement is capped at 200%for short-term variable compensation and 300%for long-term variable compensation.12Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersShort-term variable compensation(bonus)The short-term variable compensation(bonus)rewards the contribution made

147、 to the operational implementation of the business strategy in the given fiscal year and thus to the Companys long-term development.To this end,the bonus takes account of the Com-panys financial performance in the past fiscal year(Company performance)and the specific individual challenges of each Ma

148、naging Board member(individual performance).Company performance is measured exclusively on the basis of financial KPIs.Individual performance is always measured on the basis of non-financial,qualitative performance criteria.Two thirds of the bonus are based on the Companys financial performance and

149、one third on the Managing Board members individ-ual performance.Company performance takes account of the Managing Boards overall responsibility and measures the performance of Siemens Healthineers as a whole.The main focus here is on the short-term measures taken for the operational implementation o

150、f the corporate strategy,particularly including measures to strengthen profitability and promote the Companys growth.Individual performance allows for differentiation according to the responsibilities and the specific strategic and operational challenges of each Managing Board member.By setting two

151、to four individual targets for each Managing Board member,the Supervisory Board sets incentives for strategically relevant topics aimed at the sustainable development of the Company.The individual targets are based in particular on the operational aspects of implementing the Companys strategy,includ

152、ing,for exam-ple,the implementation of major mergers and acquisitions projects and continuous business development,as well as sustainability aspects.At least one third of the individual targets must be aligned with sustainability goals.Depending on the strategic focus applicable in the given fiscal

153、year and the responsibilities of the individual Managing Board members,the Supervisory Board sets performance criteria and ambitious operational targets(KPIs)on an annual basis.In fiscal year 2024,the bonus was structured as follows:Structure of the bonusTarget amount in Target achievement(0 200%)Co

154、mpany performance(each 0 200%)Individual performance (0 200%)Weight:1/3Three individual targets for each Managing Board member,1/3 of which assigned to the performance criterion“sustainability”Comparable revenue growth (incentive-relevant)Weight:1/3Adjusted basic earnings per share (incentive-releva

155、nt)Weight:1/3+Payout amount in (cap:200%of the target amount)Company performanceFor fiscal year 2024,the Supervisory Board has defined two equally weighted performance criteria for measuring the company performance for all Managing Board members:“earnings,”measured on the basis of the compensation-r

156、elevant adjusted basic earnings per share,and“revenue growth,”measured on the basis of comparable revenue growth.The target achievement level for both KPIs can be anywhere between 0%and 200%.The Supervisory Board applied the adjusted basic earnings per share because it is a key financial performance

157、 indicator of Siemens Healthineers that reflects the Companys holistic performance and is used to manage performance at Company level.It represents the adjusted net income attributable to the shareholders and incentivizes sustainable profitability.The overall effect of the additional adjustment made

158、 to adjusted basic earnings per share for compensation calculation purposes amounted to 0.09.This was entirely due to currency effects.Another core element of the Siemens Healthineers strategy is profitable growth.Growth is aimed to be achieved both by strengthen-ing the established core businesses

159、and by sharpening the strategic focus on adjacent growth areas.For this reason,the Supervisory Board applies comparable revenue growth as an additional KPI to manage and monitor the adjusted revenue growth of the segments and of Siemens Healthineers as a whole.No additional adjustment was made for c

160、ompensation calculation purposes this fiscal year.x=13Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersIndividual performanceFor fiscal year 2024,the Supervisory Board defined three equally weighted individual targets for each Managing Board member,consisting of the

161、 performance criteria of“sustainability”and“implementation of the corporate strategy.”The target achievement level can be anywhere between 0%and 200%.In fiscal year 2024,these targets are particularly aimed at the further implementation of the“New Ambition”strategy,the ongoing integration of Varian,

162、continuous business development,optimization and efficiency enhancement,and sustainability.The individual targets set for each Managing Board member are listed in the table below:Individual targets for fiscal year 2024Current Managing Board membersKPISpecific TargetTarget achievementDr.Bernhard Mont

163、ag Chief Executive Officer since March 1,2018Implementation of ongoing major projectsExecution of the“New Ambition”strategy and continuation of the integration of Varian and ensuring of Varians business performance115%Business developmentReview and reposition critical investments to ensure “New Ambi

164、tion”target achievementsImplementation of other sustainability measuresLeading of the execution of the“Sustainability Next Level”program and implementing the sustainability targets into business processesDr.Jochen Schmitz Chief Financial Officer since March 1,2018Implementation of ongoing major proj

165、ectsExecution of the“New Ambition”strategy and continuation of the integration of Varian and ensuring of Varians business performance105%Optimization/efficiency improvementsMeasures to improve price and cost developments and improve operating working capitalImplementation of other sustainability mea

166、suresLead implementation of the framework for legally required sustainability reportingDarleen Caron Chief Human Resources Officer since February 1,2021Market exploitationSuccessful increase in sales in the USA with increased focus on growth opportunities115%Optimization/efficiency improvementSucces

167、sful identification and implementation of measures to achieve a balance of total cost of employment in relation to revenue growth and optimization of building spaceImplementation of other sustainability measuresLead implementation of the“Sustainability Next Level”programElisabeth Staudinger-Leibrech

168、t Managing Board member since December 1,2021Implementation of ongoing major projectsDrive and implement the transformation of customer service105%Optimization/Efficiency improvmentActive use of the Healthineers Performance System to support the identification and implementation of productivity meas

169、uresImplementation of other sustainability measuresDriving forward the growth vector“Healthcare Access,”with a focus on expanding patient impact,providing healthcare workforce education and training14Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersDetermination of

170、the target achievementTarget achievement for the financial KPIs and individual targets is determined by the Supervisory Board on the recommendation of the Supervisory Boards Compensation Committee and combined into a weighted average after the end of the fiscal year.In this process,target achievemen

171、t for the financial KPIs is determined on the basis of the performance corridors defined at the beginning of the fiscal year.For the individual targets,the Supervisory Board specifies a level of target achievement for each Managing Board member.To this end,the Supervisory Board obtains a presentatio

172、n on the target achievement from the departments,on the basis of which it makes a decision on the target achievement of each Managing Board member after careful consideration,following the recommen-dation of the Compensation Committee of the Supervisory Board.The percentage of weighted target achiev

173、ement,multiplied by the individual target amount,yields the amount to be paid out for the fiscal year just ended.The bonus to be paid out is capped at 200%of the target amount;it is paid in cash together with the regular compensation by the end of February of the following fiscal year at the latest.

174、BonusTarget amount in k Current Managing Board members:Dr.Bernhard Montag 1,410Dr.Jochen Schmitz 640Darleen Caron 600Elisabeth Staudinger-Leibrecht 1 560Target achievementPayout amount in k Current Managing Board members:Dr.Bernhard Montag 1.550Dr.Jochen Schmitz 682Darleen Caron 660Elisabeth Staudin

175、ger-Leibrecht 1 5971 70%of the bonus of Elisabeth Staudinger-Leibrecht is granted in Germany and the remaining 30%in China.xCompany performance Individual performance Weight:1/3Individual targets(For details see table“Individual targets for fiscal year 2024”)Current Managing Board members:Dr.Bernhar

176、d Montag 115%Dr.Jochen Schmitz 105%Darleen Caron 115%Elisabeth Staudinger-Leibrecht 105%Comparable revenue growth(incentive-relevant)Weight:1/3Adjusted basic earnings per share (incentive-relevant)Weight:1/3+200%122%Target achievement in%Adjusted basic earnings per share (incentive-relevant)in 1.65

177、2.20 2.32 2.75100%0%200%93%Target achievement in%Comparable revenue growth (incentive-relevant)in%-0.92%4.66%5.08%11.08%100%0%Target achievement:121.82%Target achievement:93.00%=Target achievement:105%115%15Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersThe table

178、below provides a detailed summary of the KPIs relevant for the bonus for fiscal year 2024,the KPI performance corridors,the respective target achievement level,and the resulting overall target achievement level,including the corresponding payout amounts.Bonus of the current Managing Board membersPer

179、formance corridorTarget achievementKPIWeightMin(0%)Target(100%)Max (200%)Actual valuein%Adjusted basic earnings per share(incentive-relevant)1/3 1.65 2.20 2.75 2.32121.82%Comparable revenue growth(incentive-relevant)1/3-0.92%5.08%11.08%4.66%93.00%Individual targets Dr.Bernhard Montag1/3For details s

180、ee table “Individual targets fiscal year 2024”115%Individual targets Dr.Jochen Schmitz105%Individual targets Darleen Caron115%Individual targets Elisabeth Staudinger-Leibrecht 1105%Compensation corridorActual compensation(Figures in k or in%of the target amount)Min(0%)Target(100%)Max (200%)Overall t

181、arget achievementPayout amountDr.Bernhard Montag Chief Executive Officer since March 1,2018 0 1,410 2,820110%1,550Dr.Jochen Schmitz Chief Financial Officer since March 1,2018 0 640 1,280107%682Darleen Caron Chief Human Resources Officer since February 1,2021 0 600 1,200110%660Elisabeth Staudinger-Le

182、ibrecht 1 Managing Board member since December 1,2021 0 560 1,120107%5971 70%of the bonus of Elisabeth Staudinger-Leibrecht is granted in Germany and the remaining 30%in China.Outlook:Targets for short-term variable compensation(bonus)in fiscal year 2025In November 2024,the Supervisory Board again s

183、pecified the KPI“adjusted basic earnings per share”for fiscal year 2025 based on the definition in effect as of fiscal year 2024(see the Section“A.2 Financial management system”in the 2024 Annual Report of Siemens Healthineers),additionally adjusted for non-incentive-relevant effects.For fiscal year

184、 2025,the Supervisory Board has adopted three individual performance targets,one of which is a sustainability target,for each Managing Board member.As in the preceding years,two thirds of the bonus are again determined by the Companys financial performance and one third by individual performance.Per

185、formance criteria measuring individual performance,however,are disclosed and explained from an ex post perspective like the specific targets set for the financial KPIs,in order to avoid disclosing competition-relevant strategic plans ex ante.Long-term variable compensation(Siemens Healthineers Stock

186、 Awards)The long-term variable compensation(Siemens Healthineers Stock Awards)is intended to reward the Companys long-term success compared to the Companys competitors and the long-term development of the Siemens Healthineers share price as an attractive,sustainable return for shareholders.The retur

187、n is expressed specifically in the form of dividend payments and share price develop-ment.Sustainable business conduct is another important strategic point of reference for Siemens Healthineers.For this reason,selected sustainability targets are also part of Siemens Healthineers Stock Awards as an e

188、xpression of the corporate social respon-sibility of Siemens Healthineers.Siemens Healthineers Stock Awards incentivize the Managing Board members to commit themselves to the Companys long-term development,promote sustainable growth,and generate lasting value creation.16Siemens Healthineers Compensa

189、tion Report 2024Compensation of Managing Board membersNon-vested Siemens Healthineers Stock Awards are conditionally allocated to the Managing Board members at the beginning of a fiscal year.A single Siemens Healthineers Stock Award conveys the right to receive one share of Siemens Healthineers AG s

190、ubject to the achievement of predefined targets after the end of a period of around four years(vesting period).The vesting period for the 2024 tranche of the Siemens Healthineers Stock Awards began on November 10,2023,and will end at the close of the day of pub-lication of the preliminary fiscal yea

191、r results in the fourth calendar year after the allocation date.If the Managing Board employment contract of a Managing Board member begins after the allocation date in a given fiscal year,the LTI target amount is calculated pro rata and a corresponding number of Phantom Siemens Healthineers Stock A

192、wards is granted.At the end of the vesting period,these Phantom Siemens Healthineers Stock Awards are settled exclusively by way of cash compensation instead of share transfer.At the beginning of each fiscal year,the Supervisory Board specifies for each Managing Board member a target amount in euros

193、 based on a target achievement of 100%.This individual target amount is then divided by the arithmetic mean of the Xetra closing prices of Siemens Healthineers shares over the last 60 stock exchange trading days immediately prior to the start of the vesting period,minus the discounted estimated divi

194、dends(“allocation price”),which yields the number of conditionally allocated Siemens Healthineers Stock Awards.The conditional allocation is initially based on the assumption of 200%target achievement(maximum allocation).Upon the allocation of Siemens Healthineers Stock Awards,a vesting period of ar

195、ound four years begins,after which the Siemens Healthineers shares will be transferred depending on the target achievement of the KPIs.Managing Board members are not entitled to dividends during the vesting period.As in the prior year,75%(previously 75%)of Siemens Healthineers Stock Awards are based

196、 on the“long-term increase in company value”measured on the basis of the“relative total shareholder return”(TSR)of Siemens Healthineers compared to the two equally weighted indices MSCI World Health Care and MSCI Europe Health Care Equipment&Services,and 25%are based on“sustainability,”measured on t

197、he basis of three equally weighted targets tracking the performance of Siemens Healthineers in the Environmental,Social,and Governance(ESG)categories in fiscal year 2024.The Supervisory Board defines the specific ESG KPIs and their targets at the beginning of the fiscal year.The specific KPI targets

198、 are disclosed and explained ex post in order to avoid disclosing competition-relevant strategic plans.The 2024 tranche of Siemens Healthineers Stock Awards is structured as follows:Structure of Siemens Healthineers Stock AwardsTarget amount in 1Absolute share price developmentFinal payout in shares

199、 or cash (cap:300%of the target amount)Shareprice(60 days prior to allocation date,minus dividends)Target achievement after four years(each 0 200%)Weight:75%Weight:25%Sustainability(3 ESG KPIs)Relative total shareholder return(against the two equally weighted indices,MSCI World Health Care and MSCI

200、Europe Health Care Equipment&Services)Fiscal yearsyearyear+1year+2year+3+Final number of Stock Awards allocated (cap:200%)Number of Stock Awards conditionally allocated1 The conditional allocation is initially based on the assumption of 200%target achievement.For illustrative purposes and to make th

201、e Siemens Healthineers Stock Awards system easier to understand,the target amount is used here in relation to 100%target achievement.x=/=17Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersRelative total shareholder return(TSR)Relative total shareholder return(TSR)is

202、 a benchmark for sustainable increase in company value.As Siemens Healthineers strives to be an attractive investment for investors,it incentivizes above-average success in the capital market.For this reason,a large share of Siemens Healthineers Stock Awards is based on relative total shareholder re

203、turn,which reflects the changes in the value of Siemens Healthineers as a whole during the vesting period of around four years,tracking both absolute share price development and the dividends earned during the period.Relative total shareholder return is measured and determined separately in each cas

204、e in comparison with the two reference indices:the MSCI World Health Care(or a comparable successor index)and the MSCI Europe Health Care Equipment&Services(or a comparable successor index).These two indices have been selected to best represent the key markets,competitors,and areas of activity of Si

205、emens Healthineers.The MSCI World Health Care index includes a large number of companies across the entire healthcare and medical technology sector and covers the globally relevant markets,particularly including the United States and Asia.The MSCI Europe Health Care Equipment&Services index particul

206、arly covers the sector of medical technology devices and related services while also emphasizing the importance of the European region.Siemens Healthineers is included in both reference indices.Target achievement is calculated by comparing the TSR performance of the Siemens Healthineers share during

207、 the vesting period of around four years to the respective reference index.To this end,the difference between the TSR performance of Siemens Health-ineers and the TSR performance of the respective reference index is calculated(performance).Linear target achievement curve of TSR performance If the di

208、fference is 0 percentage points i.e.,performance is the same as that of the index the level of target achievement is 100%If the difference is-20 percentage points or greater(underperformance),the level of target achievement is 0%If the difference is+20 percentage points or greater(outperformance),th

209、e level of target achievement is 200%(cap)If the difference is in a range of+/-20 percentage points,the target achievement levels are interpolated on a linear basisTarget achievement in%200%100%0%-20%p 0%p+20%p TSR performance in%pointsSustainabilitySustainable action is an integral part of Siemens

210、Healthineers strategy,ensuring its future viability from a social and economic perspective.As a global leader in medical technology,Siemens Healthineers strives to help master some of the most challenging global issues with its innovative products and services.The purpose of the sustainability targe

211、ts is to positively influence social and environmental concerns and support sustainable corporate governance to the benefit of employees.For this reason,the sustainability target takes account of the impact the Companys business activities have on social and environmental issues;it is measured on th

212、e basis of two to three equally weighted ESG KPIs.The target achievement level for each one of the ESG KPIs can be between 0%and 200%.At the beginning of the fiscal year,based on the Siemens Healthineers sustainability strategy,the Supervisory Board specified the following three equally weighted ESG

213、 KPIs for the 2024 tranche of Siemens Healthineers Stock Awards applicable to all Managing Board members for measuring performance against the sustainability target:1.Access to healthcare,measured in terms of volume growth of installed equipment in underserved countries2.Reduction of COe emissions,m

214、easured as kilotons of COe in proportion to the reduction in the Companys own business operations and across the entire value chain,and 3.Improvement of gender balance,measured as the share of women in senior management.18Siemens Healthineers Compensation Report 2024Compensation of Managing Board me

215、mbersDetermination of the total target achievementAt the end of the vesting period of around four years,the Supervisory Board determines the specific target achievement against the KPIs and combines the results into a weighted average.Target achievement for each one of these KPIs relative TSR and tw

216、o to three ESG KPIs can have a value between 0%and 200%(cap).This means that the final number of Siemens Healthineers Stock Awards can likewise be between 0%and 200%of Siemens Healthineers Stock Awards originally allocated conditionally(cap on the number of shares).The final number of Siemens Health

217、ineers Stock Awards is calculated on the basis of the percentage of weighted target achievement multiplied by the number of Siemens Healthineers Stock Awards conditionally allocated at the beginning of the vesting period.Siemens Healthineers Stock Awards are allocated on the basis of 200%target achi

218、evement.If the target achievement is below 200%,a number of Siemens Healthineers Stock Awards corresponding to the amount by which the target is missed will be forfeited without replacement.For the final number of Siemens Healthineers Stock Awards at the end of the vesting period,as a general rule,o

219、ne share of Siemens Healthineers AG will then be transferred to the Managing Board members,at no cost to them,for each Siemens Healthineers Stock Award they hold.Alternatively,the Supervisory Board may decide to pay the Stock Awards in cash.In both cases the actual amount,defined as the final number

220、 of Siemens Healthineers shares multiplied by the Xetra closing price of Siemens Healthineers shares at the end of the vesting period,may not exceed 300%of the original target amount(absolute payout cap).If the actual amount is higher,the corresponding number of Stock Awards will be forfeited withou

221、t replacement.Siemens Healthineers Stock Awards allocated in fiscal year 2024The table below shows the Siemens Healthineers Stock Awards allocated in fiscal year 2024;they are contractually guaranteed to Managing Board members but will only be transferred after the end of the four-year vesting perio

222、d in November 2027,subject to achievement of the KPIs specified as targets for fiscal year 2024.The table includes the target amounts,maximum allocation amounts,and maximum number of Siemens Healthineers Stock Awards allocated,as well as the fair value at the allocation date of Siemens Healthineers

223、Stock Awards for the individual Managing Board members.The Supervisory Board set November 10,2023,as the grant date for the 2024 tranche of Siemens Healthineers Stock Awards for the Managing Board members.The relevant allocation price for the 2024 tranche was 42.37,which is equal to the arithmetic m

224、ean of the Xetra closing prices of Siemens Healthineers shares over the last 60 stock exchange trading days immediately preceding the beginning of the vesting period,less the discounted estimated dividends.Overview of Siemens Healthineers Stock Awards conditionally allocated in fiscal year 2024 2024

225、 trancheCurrent Managing Board membersTarget amount in k (corresponds to 100%target achievement)Maximum allocation amount in k (corresponds to 200%target achievement)Allocation price in Maximum number of Siemens Healthineers Stock Awards (corresponds to 200%target achievement)Fair value at allocatio

226、n date in k Dr.Bernhard Montag Chief Executive Officer since March 1,20182,8005,600/42.37=132,1703,900Dr.Jochen Schmitz Chief Financial Officer since March 1,20181,4002,800/42.37=66,0841,950Darleen Caron Chief Human Resources Officer since February 1,20211,2002,400/42.37=56,6441,671Elisabeth Staudin

227、ger-Leibrecht Managing Board member since December 1,20211,0502,100/42.37=49,5641,46219Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersDetermination of the target achievement 2020 tranche of the Siemens Healthineers Stock AwardsThe Siemens Healthineers Stock Awards

228、 from the 2020 tranche were transferred on November 9,2023.The Siemens Healthineers Stock Awards of the 2020 tranche were linked to the relative total shareholder return of Siemens Healthineers compared to twelve relevant competitors during the roughly four-year vesting period from November 8,2019,t

229、o November 8,2023.The target achieve-ment for the 2020 tranche of Siemens Healthineers Stock Awards was 199.96%.Thus,the Siemens Healthineers Stock Awards transferred as long-term variable compensation at the start of fiscal year 2024 were based on the long-term business success of Siemens Healthine

230、ers over the fiscal years 2020 to 2023 in comparison with the Companys competitors and the long-term performance of the Siemens Healthineers share,as a reward for the attractive and sustainable return for shareholders over this period of time.2020 tranche of the Siemens Healthineers Stock AwardsTarg

231、et amount in kDr.Bernhard Montag 1,235Dr.Jochen Schmitz 870Former Managing Board memberDr.Christoph Zindel 550/Allocation price:38.20=Number of Stock Awards conditionally allocatedDr.Bernhard Montag 32,330Dr.Jochen Schmitz 22,775Former Managing Board memberDr.Christoph Zindel 14,398 xTarget achievem

232、ent after four years(each 0 200%)Relative total shareholder return against 12 relevant competitorsTarget achievement in%Relative total shareholder return against 12 relevant competitors1 Target achievement:199.96%Danaher Corp.52.43%Thermo Fisher Scientific 50.37%Stryker Corp.34.98%3rd.quartile34.00%

233、Siemens Healthineers 34.00%Hologic Inc.33.02%Abbot Laboratories 28.92%Median14.46%Qiagen N.V.14.77%Boston Scientific Corp.14.16%Varian Medical Systems 1 12.38%Medtronic plc 8.24%1st.quartile7.71%Becton,Dickinson and Company 7.18%Smith&Nephew plc-14.79%Kon.Philips Electronics N.V.-23.04%200%199.96%34

234、.00%(3rd.quartile)14.46%(Median)7.71%(1st.quartile)34.00%100%0%=Final number of Stock Awards allocated (cap:200%)Dr.Bernhard Montag 64,648Dr.Jochen Schmitz 45,541Former Managing Board memberDr.Christoph Zindel 28,791 Final payout in shares or cash 2 (Value at transfer date in k)Dr.Bernhard Montag 3,

235、090Dr.Jochen Schmitz 2,176Former Managing Board memberDr.Christoph Zindel 1,3761 Due to the merger with Varian,the performance measurement of Varian Medical Systems ended on August 2,2020.2 Corresponds to the value on the date of transfer on November 9,2023.The Siemens Healthineers Stock Awards sett

236、led by share transfer were valued at the Germany low price of 47.79 of the Siemens Healthineers share on November 9,2023.20Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersA summary of the key parameters for the 2020 tranche of the Siemens Healthineers Stock Awards

237、is presented again in the table below.Compliance with the maximum total compensation limits applicable in fiscal year 2020 was also reviewed on the occasion of the transfer of Siemens Healthineers Stock Awards from the 2020 tranche.The applicable maximum total compensation was not exceeded for any m

238、ember of the Managing Board.Overview of the 2020 tranche of Siemens Healthineers Stock Awards Current Managing Board membersTarget amount in k (based on 100%target achievement)Allocation price in Nov.8,2019Number of Stock Awards conditionally allocatedTarget achievementFinal number of Stock Awards a

239、llocatedValue in k at transfer date 1 Nov.9,2023Dr.Bernhard Montag Chief Executive Officer since March 1,20181,235 /38.20=32,330 x199.96%=64,648 3,090Dr.Jochen Schmitz Chief Financial Officer since March 1,2018870 /38.20=22,775 x199.96%=45,541 2,176Former Managing Board memberDr.Christoph Zindel Man

240、aging Board member from October 1,2019 to March 31,2022550 /38.20=14,398 x199.96%=28,791 1,3761 The Siemens Healthineers Stock Awards settled by share transfer were valued at the Germany low price of 47.79 of the Siemens Healthineers share on November 9,2023.Performance of Siemens Healthineers Stock

241、 Awards in fiscal year 2024The performance of the Siemens Healthineers Stock Awards held by Managing Board members in fiscal year 2023 is presented in the table below.Development of Siemens Healthineers Stock Awards in fiscal year 2024(figures in number of shares)1During the fiscal yearCurrent Manag

242、ing Board membersBalance at beginning of fiscal year 2024Conditionally allocated 2Vested and settledOther changes 3Balance at end of fiscal year 2024Dr.Bernhard Montag Chief Executive Officer since March 1,2018375,502+132,170 64,648 12=443,012Dr.Jochen Schmitz Chief Financial Officer since March 1,2

243、018193,979+66,084 45,541 9=214,513Darleen Caron Chief Human Resources Officer since February 1,2021107,863+56,644 =164,507Elisabeth Staudinger-Leibrecht Managing Board member since December 1,202163,892+49,564 =113,456Sum741,236304,462110,18921935,4881 The maximum allocation value of 200%of the targ

244、et amount at the grant date in November is applied for the 20212024 tranches.The reported numbers also include Phantom Stock Awards.The values at the beginning and end of the fiscal year include 33,634 Phantom Siemens Healthineers Stock Awards held by Darleen Caron and 20,676 Phantom Siemens Healthi

245、neers Stock Awards held by Elisabeth Staudinger-Leibrecht,based on the start dates of the respective Managing Board employment contracts after the allocation date in the given fiscal year.2 The number of conditionally allocated Siemens Healthineers Stock Awards corresponds to the maximum allocation

246、of 200%of the target amount.At the end of the vesting period,the final number of Siemens Healthineers Stock Awards is determined on the basis of the actual target achievement,taking the maximum compensation into account;if the target achievement is below 200%,a corresponding number of Siemens Health

247、ineers Stock Awards will be forfeited without replacement.3 The target achievement for the Siemens Healthineers Stock Awards from the 2020 tranche that became due in fiscal year 2024 was 199.96%.In accordance with the plan rules,therefore,a number of Siemens Healthineers Stock Awards from the 2020 t

248、ranche proportionate to the shortfall from the target and allocated on the basis of a target achievement of 200%was forfeited without replacement.Vesting periods of the Siemens Healthineers Stock Awards tranchesThe vesting period for the Siemens Healthineers Stock Awards tranches is around 4 years.U

249、p to and including fiscal year 2020,the final number of Siemens Healthineers Stock Awards was measured on the basis of the relative total shareholder return compared to 12 competitors.1 A total of 80%of the tranches conditionally allocated in fiscal years 2021 and 2022 was measured on the basis of t

250、he relative total shareholder return compared to the two equally weighted indices,MSCI World Health Care and MSCI Europe Health Care Equipment&Services,and 20%is based on sustainability,measured on the basis of three ESG targets.Since fiscal year 2023,a total of 75%of conditionally allocated tranche

251、s has been measured on the basis of the relative total shareholder return compared to the two equally weighted indices MSCI World Health Care and MSCI Europe Health Care Equipment&Services,and 25%is based on sustainability,measured on the basis of three ESG targets.1 Until August 2020,the relative t

252、otal shareholder return was measured by comparison to 12 competitors including Varian.Varian has no longer been included among the group of competitors since the acquisition date(signing of contract documents)in August 2020.21Siemens Healthineers Compensation Report 2024Compensation of Managing Boar

253、d membersVesting periods of Siemens Healthineers Stock Awards tranchesSiemens Healthineers Stock Awards tranchesFiscal year 2020Fiscal year 2021Fiscal year 2022Fiscal year 2023Fiscal year 2024Fiscal year 2025Fiscal year 2026Fiscal year 20272020 tranche of Siemens Healthineers Stock AwardsVesting per

254、iod Nov.2019Nov.2023Transfer in Nov.20232021 tranche of Siemens Healthineers Stock AwardsVesting period Nov.2020Nov.20242022 tranche of Siemens Healthineers Stock Awards Vesting period Nov.2021Nov.20252023 tranche of Siemens Healthineers Stock Awards Vesting period Nov.2022Nov.20262024 tranche of Si

255、emens Healthineers Stock AwardsVesting period Nov.2023Nov.2027Transfer of Siemens Healthineers Stock Awards at the end of the vesting periodAllocation date:November 10,2023Outlook:Targets set for long-term variable compensation(Siemens Healthineers Stock Awards)in fiscal year 2025Also in the current

256、 year,the Supervisory Board defined performance criteria and KPIs for the 2025 tranche of Siemens Healthineers Stock Awards in November 2024.Because the performance criteria and key performance indicators applied in the previous year are still especially important for the Company,the Supervisory Boa

257、rd defined the same performance criteria and key performance indicators for the 2025 tranche of the Siemens Healthineers Stock Awards:“Long-term increase in company value,”measured on the basis of relative total shareholder return(TSR)in comparison to the two equally weighted indices MSCI World Heal

258、th Care and MSCI Europe Health Care Equipment&Services(total weighting:75%)“Sustainability,”measured on the basis of the following three equally weighted ESG KPIs(total weighting:25%):1.Improvement of access to healthcare,measured in terms of growth in patient touchpoints worldwide2.Reduction of gre

259、enhouse gas emissions,measured in terms of kilotons of COe emitted,and3.Improvement of gender balance,measured in terms of the share of women among senior management roles.Malus and clawback provisions Malus and clawback provisions are in place for the variable compensation.These provisions enable t

260、he Supervisory Board to reduce the variable compensation(bonus and/or Siemens Healthineers Stock Awards)in whole or in part(possibly to zero)or demand repayment if the Managing Board member committed grave breaches of duty or compliance violations during the assessment period,and/or If the Managing

261、Board member failed to exercise the due care of a prudent and conscientious manager according to Section 93(1)AktG by willful intent or gross negligence,and/or if the variable compensation was wrongly paid out on the basis of incorrect data.If compensation is clawed back,Managing Board members will

262、have to pay back the respective net amount.There was no cause to make use of the aforementioned provisions in fiscal year 2024.Performance criteria:Tranches up to 2020 measured on basis of relative total shareholder return2021 and 2022 tranches measured on basis of 80%relative total shareholder retu

263、rn and 20%sustainability2023 and 2024 tranches measured on basis of 75%relative total shareholder return and 25%sustainability22Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersShare Ownership GuidelinesThe Share Ownership Guidelines form an integral part of the com

264、pensation system for the Managing Board in promoting the further alignment of Managing Board and shareholder interests and strengthening the Companys sustainable long-term development.They require Managing Board members,during their term of office,to permanently hold Siemens Healthineers shares wort

265、h a multiple of their average annual base salary during the past four years;this multiple is 250%for the Chief Executive Officer and 200%for the ordinary Managing Board members.As a general rule,all Managing Board members must prove that they comply with this requirement after a build-up phase of ap

266、proximately four years after their appointment and every year thereafter.The Supervisory Board may grant compensation in the form of Siemens Healthineers Stock Awards(normally Phantom Stock Awards)to newly appointed Managing Board members whose compensation benefits with a previous employer have bee

267、n forfeited due to their move to Siemens Healthineers.These Stock Awards may be used to build up the shareholding subject to the verification requirement.If,due to a fall in the price of Siemens Healthineers shares,for example,the value of the shares held falls below the minimum shareholding subject

268、 to the verification requirement,the Managing Board member must acquire additional shares before the verifica-tion date.Different dates apply for the individual Managing Board members to prove that they comply with the Share Ownership Guidelines,depending on the date of their appointment.The latest

269、review was performed in March 2024 for Dr.Bernhard Montag and Dr.Jochen Schmitz.Darleen Caron and Elisabeth Staudinger-Leibrecht are still in the build-up phase.The table below shows the current status of the Share Ownership Guidelines.All Managing Board members subject to the verification requireme

270、nt at least held the required number of Siemens Healthineers shares on the verification date.Compliance with the Share Ownership Guidelines in March 2024Current Managing Board membersFirst verification dateTarget (as%of base salary)1Verified (as%of base salary)1,2StatusDr.Bernhard Montag Chief Execu

271、tive Officer since March 1,2018March 2022250%387%387%Fulfilled250%Dr.Jochen Schmitz Chief Financial Officer since March 1,2018March 2022200%420%420%Fulfilled200%Darleen Caron 3 Chief Human Resources Officer since February 1,2021March 2027200%In progress200%Elisabeth Staudinger-LeibrechtManaging Boar

272、d member since December 1,2021March 2026200%In progress200%1 The average base salary during the four years preceding the respective verification date determines the amount of the verification obligation.2 As of March 8,2024(verification date).3 The verification date for Darleen Caron was postponed t

273、o March 2027 by resolution of the Supervisory Board.More detailed information on this subject can be found in the Report of the Supervisory Board.Pension benefit commitmentAs a general rule,the Managing Board members participate in the Siemens Healthineers Defined Contribution Benefit Plan(Siemens H

274、ealthineers BSAV).Under this plan,Managing Board members receive contributions that are credited to their pension accounts.The Supervisory Board reviews the appropriateness of the contribution every year and determines the amount of the contribution to the Siemens Healthineers BSAV as a fixed amount

275、 in euros.In exceptional cases,the Supervisory Board may grant a fixed amount in cash to new Managing Board members who had not previously been employed at the Siemens Healthineers Group(or at Siemens AG or a company affiliated with it)to be used at their own discretion,instead of contributions to t

276、he Siemens Healthineers BSAV.Target as per the Share Ownership Guidelines based on an annual base salary300%250%200%200%100%0%Chief Executive OfficerOrdinary Managing Board member23Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersThe Supervisory Board may also decid

277、e to grant special contributions and special arrangements for individual Managing Board members.In making this decision,the Supervisory Board considers the intended level of benefits,the period of Managing Board membership,and the resulting annual and long-term service cost in each case.Pension bene

278、fit commitments or claims are forfeited if the beneficiary endangers or harms important interests of the Company or exhibits conduct that would entitle the Company to terminate the employment relationship without notice for cause.The essential characteristics of the pension benefit commitment are pr

279、esented in the table below.Characteristics of the Siemens Healthineers BSAVDesign Generally,a defined contribution commitment in euros;in exceptional cases,an amount in euros may be paid,to be used at the members own discretionEntitlement Managing Board members become entitled to benefits upon reach

280、ing the age of 65 Upon request,on or after reaching the age of 62 for pension commitments made on or after January 1,2012;and upon request,on or after reaching the age of 60 for pension commitments made before January 1,2012Non-forfeitability In accordance with the provisions of the German Company P

281、ensions Act Betriebsrentengesetz,“BetrAVG”Payout As a rule,in 12 yearly installments Other payment options available upon request are:a smaller number of installments,a lump sum payment,an annuitization with or without survivors benefits,as well as a combination of these options Guaranteed Interest

282、Annual guaranteed interest credited to the pension accounts until benefits are first drawnDisability/death The risk that benefits may have to be drawn before the age of 60 due to disability or death is mitigated by crediting contributions from the age at the time benefits are first drawn until the c

283、overed individual reaches or would have reached the age of 60For fiscal year 2024,the Siemens Healthineers BSAV contributions granted to Managing Board members and the fixed cash pay-ment granted to Darleen Caron to be used at her own discretion on the basis of the resolution adopted by the Supervis

284、ory Board in September 2023 totaled 1.68 million(PY:1.68 million)1.The service cost recognized in accordance with IFRS in fiscal year 2024 for Managing Board members entitlements under the Siemens Healthineers BSAV in fiscal year 2024 amounted to 0.87 million(2023:1.00 million).The Siemens Healthine

285、ers BSAV contributions are added to their respective pension accounts in January of the subsequent fiscal year.Until the beneficiarys date of retirement,their pension account is credited with an annual interest payment(guaranteed interest)on January 1 of each year.The interest rate is currently 0.25

286、%.The summary below shows details of the individual contributions(additions)as well as the service costs and defined benefit obligations for pension commitments for fiscal years 2023 and 2024.Siemens Healthineers BSAV commitment or amount at free disposal of the Managing Board members(figures in k)C

287、ontributionPension expenses(Service Cost)in accordance with IFRSDefined benefit obligations for all pension commitments on Sept.30.Current Managing Board members202420232024202320242023Dr.Bernhard Montag Chief Executive Officer since March 1,20186506504995535,9474,556Dr.Jochen Schmitz Chief Financia

288、l Officer since March 1,20183853852913474,0983,161Darleen Caron 2 Chief Human Resources Officer since February 1,20213203200000Elisabeth Staudinger-Leibrecht Managing Board member since December 1,2021320320961011,183780Sum1,6751,6758861,00111,2298,4971 In the previous year,the fixed cash payment fo

289、r Darleen Caron of 320,000 was not included in the aforementioned table,so that the value increases from 1.36 million to 1.68 million.2 Instead of a contribution to the Siemens Healthineers BSAV,Darleen Caron receives a fixed cash payment of 320,000 that can be used at her own discretion.This amount

290、 will be paid in January 2025;it is disclosed under“Pension benefit commitment”in the table“Compensation awarded and owed pursuant to Section 162 AktG.”In addition,the amount is also listed in the table above starting with the 2024 Compensation Report.The Supervisory Board set this amount on the bas

291、is of the amount of contributions granted under the Siemens Healthineers BSAV to the other ordinary Managing Board members.24Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersCommitments made in connection with the termination of Managing Board activity The compensat

292、ion system for Managing Board members also regulates the amount of compensation to be granted to a Managing Board member whose Managing Board activity is terminated early.The following provisions were not applied in fiscal year 2024 because no termination of Managing Board activity occurred.Dependin

293、g on the reason for the termination,the following provisions apply with respect to the compensation committed to a Managing Board member who leaves the Managing Board:Mutually agreed terminationIn the event of an early,mutually agreed termination of Managing Board activity without cause for terminat

294、ion,the Managing Board employment contracts specify a severance payment limited in amount to the remaining term of the employment contract,but not more than two years compensation(severance cap).The severance payment is paid in the month of departure.It is calculated on the basis of base salary,plus

295、 the bonus actually received and the Siemens Healthineers Stock Awards allocated in the last fiscal year before the termination.If the Managing Board members remaining term of office is longer than six months,the severance pay-ment is reduced by 5%as a flat-rate discounting adjustment.However,this r

296、eduction is only applied to that part of the severance payment that was calculated without regard to the first six months of the remaining contractual term.Fringe benefits are settled by means of a payment equal to 5%of the severance payment.The Managing Board member will be obligated to repay the g

297、ranted severance payment if the member commences professional activity and receives compensation for that activity(set-off of other income earned)in the time between the early,mutually agreed termination of the position on the Managing Board and the end of the remaining contractual term,even if that

298、 compensation is actually paid by the third party only after the end of the remaining contractual term.In addition,a one-time special contribution is made to the Siemens Healthineers BSAV of an amount determined on the basis of the Siemens Healthineers BSAV contribution received by the Managing Boar

299、d member in question in the previous year,plus the remaining term of office.However,this special contribution is limited to a maximum of two years contributions(cap).Early termination at the wish of the Managing Board member or cause for termination by Siemens Healthineers No severance payments or S

300、iemens Healthineers BSAV special contributions will be made in these cases.Furthermore,all out-standing Siemens Healthineers Stock Awards for which the four-year vesting period has not yet ended will be forfeited without replacement.Siemens Healthineers reserves the right to assert claims for damage

301、s.Change of controlThe compensation system does not specify any special arrangements for the event of a change of control,and in particular no special right of termination and no severance payment.25Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersCompensation grant

302、ed and owed in fiscal years 2024 and 2023The table presented in this chapter shows the compensation individually granted and owed to the Managing Board members in office in fiscal year 2024 pursuant to Section 162(1)sentence 1 AktG.“Granted compensation”is assumed in addition to actually paid compen

303、sation if the Managing Board member in question has com-pletely performed the relevant activity for a given compensation component and all conditions for the entitlement have been met at the end of the reporting period.In addition to the fixed compensation components,therefore,the following variable

304、 compensation components are presented as granted compensation for fiscal year 2024 within the meaning of Section 162 AktG:Amounts from the short-term variable compensation(bonus)for fiscal year 2024 because the underlying service is deemed to have been completely rendered at the close of September

305、30,2024.Payment must be made no later than in February 2025.Amounts from the long-term variable compensation(Siemens Healthineers Stock Awards),that were conditionally allocated in fiscal year 2020.The 2020 tranche of the Siemens Healthineers Stock Awards were transferred at the end of the four-year

306、 vesting period on November 9,2023.Thus,the compensation granted and owed includes all compensation components earned by the activity of Managing Board members in fiscal year 2024.It also includes those compensation components that were already earned by an activity in earlier fiscal years,but for w

307、hich the payment entitlement of the given Managing Board member was only established when the payment conditions were met in fiscal year 2024.This allows for clear,transparent reporting and establishes the link between compensation and Company performance during the fiscal year(pursuant to Section 1

308、62(1)sentence 1 AktG,pay for performance).Awarded and due compensation of the Managing Board members of Siemens Healthineers according to Section 162 AktG (figures in k or in%of total compensation according to Section 162 AktG)Fixed compensationVariable compensationCurrent Managing Board membersYear

309、Base salaryFringe benefits Amount at own discretionBonus for the fiscal yearSiemens Healthineers Stock AwardsOther compen-sationAwarded&due total compen-sation 1(pursuant to Section 162 AktG)Siemens Healthineers BSAV 2(Pension)Total compen-sation (incl.Siemens Healthineers BSAV)Dr.Bernhard Montag Ch

310、ief Executive Officer since March 1,20182024in k 1,4101701,5503,09006,0674996,566in%23%0%0%26%51%0%100%2023in k 1,3801401,4332,97205,7995536,352in%24%0%0%25%51%0%100%Dr.Jochen Schmitz Chief Financial Officer since March 1,20182024in k 8601806822,17603,7362914,027in%23%0%0%18%58%0%100%2023in k 860160

311、7862,08003,7423474,089in%23%0%0%21%56%0%100%Darleen Caron Chief Human Resources Officer since February 1,20212024in k 80072320660001,85101,851in%43%4%17%36%0%0%100%2023in k 73581320644001,78001,780in%41%5%18%36%0%0%100%Elisabeth Staudinger-Leibrecht 3 Managing Board member since December 1,20212024i

312、n k 7651310597001,493961,590in%51%9%0%40%0%0%100%2023in k 7352090627001,5711011,672in%47%13%0%40%0%0%100%1 As of fiscal 2024,the percentage share of Siemens Healthineers BSAV in the total compensation will not be presented,as this is not part of the compensation granted and owed pursuant to Section

313、162 of the German Stock Corporation Act(AktG).2 In addition to the total compensation granted and owed pursuant to Section 162 AktG,the table includes the service cost of the Siemens Healthineers BSAV for Dr.Bernhard Montag,Dr.Jochen Schmitz,and Elisabeth Staudinger-Leibrecht.3 The fringe benefits s

314、hown for Elisabeth Staudinger-Leibrecht include the fringe benefits granted and paid in both Germany and China.The pension benefit commitment is granted and paid in full in Germany.The fringe benefits in China are higher than in Germany and include,for example,a company car with driver,housing costs

315、,and tax consultant costs.26Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersSection 162(1)sentence 2 no.1 AktG requires disclosure of not only the amount of compensation,but also the relative shares of total compensation attributable to all fixed and variable compe

316、nsation components.The relative shares disclosed here refer to the compensation components granted and owed in the respective fiscal year pursuant to Section 162(1)sentence 1 AktG,taking actual target achievement into consideration.Moreover,the respective service cost for the pension benefit commitm

317、ent is shown here even though it is not to be disclosed as compensation granted and owed within the meaning of Section 162 AktG.In contrast,the relative proportions of the individual compensation components disclosed in the chapter entitled“Target compen-sation and compensation structure”pursuant to

318、 Section 87 a(1)sentence 2 no.3 AktG refer to the target total compensation for 100%target achievement and exclude any special compensation(not relevant in fiscal year 2024).For this reason,the relative shares of compensation granted and owed disclosed here may differ from those of the target compen

319、sation.Compensation of former Managing Board members in fiscal year 2024Payments totaling 1,376 thousand were made to a former Managing Board member in fiscal year 2024.The payments resulted from the transfer of Siemens Healthineers Stock Awards.The table below shows the compensation granted and owe

320、d to former Managing Board members pursuant to Section 162(1)sentence 1 AktG.Awarded and due compensation of former Managing Board members of Siemens Healthineers according to Section 162 AktG (figures in k or in%of total compensation according to Section 162 AktG)Fixed compensationVariable compensa

321、tionFormer Managing Board member Fringe benefits Siemens Healthineers Stock Awards Other compen-sation 1Awarded&due total compensation(pursuant to Section 162 AktG)Siemens Healthineers BSAV(Pension)Total compen sation (incl.Siemens Healthineers BSAV)Dr.Christoph Zindel Managing Board member from,Oct

322、ober 1,2019,to March 31,20222024in k 01,37601,37601,376in%0%100%0%100%2023in k 10-44-430-43in%n/an/an/an/a1 The amount deducted from the line item of“Other compensation”for Dr.Christoph Zindel in fiscal year 2023 represents a contractually agreed pro-rated repayment of the severance payment that he

323、received as settlement of his contractual claims upon the occasion of his departure from the Managing Board.This amount was repaid to the Company by Dr.Christoph Zindel due to the crediting of another acquisition of the same amount.Because the repayment exceeded the compensation subsequently granted

324、 and owed in fiscal year 2023,the Company has opted not to show the percentage change from the prior year.27Siemens Healthineers Compensation Report 2024Compensation of Managing Board membersCompensation of Supervisory Board membersCompensation system for the Supervisory BoardThe currently applicabl

325、e compensation system for the Supervisory Board is defined in Article 12 of the Articles of Association of Siemens Healthineers AG.The last change to the Supervisory Board compensation took effect upon being entered in the Companys Commercial Register on March 8,2023,with retroactive effect to the f

326、irst day of the month of entry in the Commercial Register.The adopted compensation system is accessible to the public at www.siemens- provisions set out in the Articles of Association are available at www.siemens- accordance with the rules applicable to fiscal year 2024,members of the Supervisory Bo

327、ard receive annual fixed base compensation and the members of the Committees of the Supervisory Board receive additional compensation for their work on the respective Committees.The Chair,Deputy Chair,and Further Deputy Chair of the Supervisory Board and the chairs of the Committees receive addition

328、al compensation.Compensation of the members of the Supervisory Board and its CommitteesBase compensation for Supervisory BoardChair 250,000(Further)Deputy Chair 145,000Member 130,000Additional compensation for Committee workAudit CommitteeChairpersons CommitteeCompensation CommitteeStrategy,Innovati

329、on and Sustainability CommitteeRelated-Party Transactions CommitteeNomination CommitteeChair 120,000Chair 70,000 Chair 70,000 Chair 70,000 Chair 20,000 Chair 30,000 Member 60,000Member 35,000Member 35,000Member 35,000Member 10,000Member 15,000Supervisory Board members who did not serve as a member o

330、f the Supervisory Board or a Committee for the full(12-month)fiscal year or did not hold the(Deputy)Chair position for the full term receive pro-rated compensation rounded up to full months.If a Supervisory Board member fails to attend a Supervisory Board meeting,one third of the total compensation

331、entitlement described above is reduced by a percentage equal to the percentage of the meetings that the Supervisory Board member did not attend relative to the total number of Supervisory Board meetings held in the fiscal year.Only half the compensation of the Related-Parties Transactions Committee

332、and the Nomination Committee is payable for fiscal years in which the Committees do not hold at least one meeting or adopt at least one resolution.In addition,Supervisory Board members receive an attendance fee of 1,500 for each meeting of the Supervisory Board and its Committees which they attend,b

333、ut not more than 3,000 for any one day on which multiple meetings are held.The expenses of Supervisory Board members are reimbursed by Siemens Healthineers.No loans or advances are granted to Supervisory Board members by the Company.28Siemens Healthineers Compensation Report 2024Compensation of Supervisory Board membersThe structure of Supervisory Board compensation,which almost exclusively compri