Exhibit 1.1 This edition of our Articles of Association, prepared for

Exhibit 1.1

This edition of our Articles of Association, prepared for the convenience of English-speaking readers, is a translation of the German original.

Articles of Association of Siemens Aktiengesellschaft

Updated as of October 2007

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Part one

GENERAL PROVISIONS

§ 1

Siemens Aktiengesellschaft (the “Company”), formed as a partnership under the name Siemens & Halske in 1847, reorganized as a limited partnership in 1889 and again as a stock corporation in 1897, has its registered offices in Berlin and Munich.

§ 2

§ 3

Notices of the Company required by law or these Articles of Association shall be published in the electronic German Federal Gazette (Bundesanzeiger). If another form of notice should be mandatorily required, such form shall replace the notice in the electronic German Federal Gazette.

1. The object of the Company is:

a) to manufacture, distribute and supply industrial products in the fields of electrical engineering and electronics, mechanical engineering, precision mechanics as well as related sectors of engineering, including research and development in these fields,

b) to develop, plan, distribute, supply, assemble and commission trade-specific and customer-specific systems, solutions and facilities in the fields of electrical engineering and electronics, mechanical engineering, precision mechanics as well as related sectors of engineering,

c) to render industrial and other business-related services.

2. The Company may engage in business of any kind and take any and all measures related to, or which are directly or indirectly useful in promoting, the objects of the Company. The Company may operate both domestic and foreign factories; establish branch offices; found, acquire, consolidate with, or participate in other companies; conclude or participate in other management contracts; and enter into joint ventures.

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Part two

CAPITAL STOCK; SHARES

§ 4

1. The capital stock amounts to EUR 2,742,610,263, divided into 914,203,421 shares of no par value.

2. The shares of stock shall be registered in the names of the holders. For purposes of recording the shares in the Company’s stock register, shareholders are required to submit to the Company the number of shares held by them and e-mail address if they have one and, in the case of individuals, their name, address and date of birth, or in the case of legal entities, their company name, business address and registered offices. The Company shall be entitled to submit to registered shareholders, with their approval, information by way of remote data transmission.

3. The right of shareholders to have their ownership interests evidenced by document shall be excluded, unless such evidence is required under the regulations of a stock exchange on which the shares are listed. Collective share certificates may be issued.

4. The capital stock is conditionally increased by up to EUR 566,229 nominal. The conditional capital increase shall be effected exclusively through the issuance of up to 188,743 new shares of stock registered in the names of the holders with entitlement to dividends as of the beginning of the fiscal year in which they are issued, and only to the extent to which former shareholders of Siemens Nixdorf Informationssysteme AG take advantage of the settlement offered to them following the integration of Siemens Nixdorf Informationssysteme AG into Siemens AG.

5. The capital stock is conditionally increased by up to EUR 9,950,583 nominal. The conditional capital increase shall be effected through the issuance of up to 3,316,861 new shares of stock registered in the names of the holders with entitlement to dividends as of the beginning of the fiscal year in which they are issued, and only to the extent to which holders of stock options granted under the 1999 Siemens Stock Option Plan or the 2001 Siemens Stock Option Plan, in accordance with the authorization dated February 18, 1999 or February 22, 2001 respectively, exercise their Stock options (Conditional Capital 1999).

6. The capital stock is conditionally increased by up to EUR 147,000,000 nominal. The conditional capital increase shall be effected exclusively through the issuance of up to 49,000,000 new shares of no par value registered in the names of the holders with entitlement to dividends as of the beginning of the fiscal year in which they are issued, and only to the extent to which holders of stock options granted under the 2001 Siemens Stock Option Plan, in accordance with the authorization dated February 22, 2001, exercise their Stock options (Conditional Capital 2001).

7. The Managing Board is authorized to increase, with the approval of the Supervisory Board, the capital stock until January 21, 2009 by up to EUR 600,000,000 nominal through the issuance of up to 200,000,000 shares of no par value registered in the names of the holders against cash contributions and/or contributions in kind. The authorization may be implemented in installments. The Managing Board is authorized to determine, with the approval of the Supervisory Board, the further content of the rights embodied in the shares and the conditions of the share issue (Authorized Capital 2004).

The Managing Board is authorized to exclude, with the approval of the Supervisory Board, preemptive rights of shareholders in the event of capital increases against contributions in kind.

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§ 5

In the event of liquidation, dissolution or winding up of the Company, all corporate assets shall be distributed to all shareholders in proportion to the ownership in the capital stock held by them.

In the event of capital increases against cash contributions, shareholders are entitled to preemptive rights to subscribe for the new shares. The shares shall be underwritten by banks with the obligation that they must be offered to shareholders for purchase. However, the Managing Board is authorized to exclude, with the approval of the Supervisory Board, any preemptive rights of shareholders in the event of capital increases against cash contributions,

- in order to make use of any residual amounts after excluding preemptive rights of shareholders thereon;

- in order to grant holders of bonds with warrants or convertible bonds issued by Siemens AG or any of its subsidiaries — as antidilution protection — preemptive rights to subscribe for new shares to the same extent as they would be entitled to after exercising their option or conversion rights or after fulfilling conversion obligations;

- if the issue price of the new shares is not significantly lower than their stock market price and the total of the shares issued in accordance with the provisions of § 186.3, 4th sentence, of the German Stock Corporation Act (against contributions in cash, with preemptive rights of shareholders excluded) does not exceed 10% of the capital stock at the time of using this authorization. This limit includes shares issued or disposed of by direct or mutatis mutandis application of these provisions during the term of this authorization until the time of using it. The limit also includes shares that were issued or are to be issued to service bonds with conversion or option rights granted in accordance with the above provisions at the time of using this authorization.

8. The capital stock is conditionally increased by EUR 702,485,370 nominal. The conditional capital increase shall be effected through the issuance of up to 234,161,790 shares of no par value registered in the names of the holders with entitlement to dividends as of the beginning of the fiscal year in which they are issued, and only to the extent to which holders of convertible bonds or warrants attached to bonds issued by Siemens AG or any of its subsidiaries until January 21, 2009, in accordance with the authorizations of the Managing Board by the Annual Shareholders’ Meetings on January 23, 2003 and January 22, 2004, exercise their conversion or option rights and no other forms of fulfillment are used to service these rights (Conditional Capital 2004).

9. The Managing Board is authorized to increase, with the approval of the Supervisory Board, the capital stock until January 25, 2011 by up to EUR 71,130,000 nominal through the issuance of up to 23,710,000 shares of no par value registered in the names of the holders against contributions in cash. The authorization may be implemented in installments. Preemptive rights of existing shareholders are excluded. The new shares shall be issued under the condition that they are offered exclusively to employees of Siemens AG and its subsidiaries, provided these subsidiaries are not listed companies themselves and do not have their own employee stock schemes. The Managing Board is authorized to determine, with the approval of the Supervisory Board, the further content of the rights embodied in the shares and the terms and conditions of the share issue (Authorized Capital 2006).

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§ 6

By subscription to or by otherwise acquiring shares or interim certificates for shares, the shareholder submits to the jurisdiction of the courts of the Company’s legal domicile in all disputes with the Company or its governing bodies.

Part three

CONSTITUTION AND ADMINISTRATION OF THE COMPANY

§ 7

The governing bodies of the Company are:

MANAGING BOARD

§ 8

§ 9

The Supervisory Board may appoint a President of the Managing Board as well as a Vice President.

the Managing Board, the Supervisory Board, the Shareholders’ Meeting.

1. The Managing Board shall consist of more than one member. The Supervisory Board shall determine the number of members of the Managing Board.

2. The Supervisory Board shall be empowered to appoint the members of the Managing Board, to enter into contracts for their employment, and to revoke their appointment. It shall also determine the assignment of functions to the various members of the Managing Board.

3. The Company shall be legally represented by two members of the Managing Board, or by one member of the Managing Board jointly with a Prokurist.1 Otherwise the Company shall be represented by Prokurists or other duly authorized signatories to the extent authorized by the Managing Board.

1 “Prokurist” is a holder of a special statutory authority, referred to as “Prokura”, granted in accordance with § 48 of the German Commercial Code.

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§ 10

The members of the Managing Board shall be obligated to the Company to keep within the limitations which the Shareholders’ Meeting, these Articles of Association, the Supervisory Board or the rules of procedure have determined under the provisions of the law with regard to the managerial powers.

SUPERVISORY BOARD

§ 11

§ 12

1. The Supervisory Board shall have twenty members, ten elected by the Shareholders’ Meeting, and ten elected in accordance with the provisions of the German Codetermination Act.

2. Unless otherwise specified at the time of their election, the term of office of the members of the Supervisory Board shall expire at the close of that Shareholders’ Meeting which is called upon to ratify the acts of the Supervisory Board for the fourth fiscal year after the beginning of their term of office. In this calculation there shall be excluded the fiscal year during which such term of office begins. The election of a replacement for a member retiring before the expiration of his2 term of office shall take effect for the remainder of the term of office of such retiring member; the same applies in the event an election is contested and must be held again.

3. Substitute members may be elected for some or all of the shareholders’ members of the Supervisory Board, who shall replace, in an order determined at the time of their election, shareholders’ members of the Supervisory Board who have retired early or whose election has been successfully contested. If a substitute member replaces a retired member, his office shall expire at the end of the Shareholders’ Meeting at which a replacement is elected in accordance with Subsection 2 above, or at the latest when the term of office of the retired member would have expired. The election of substitute members for the employees’ members of the Supervisory Board shall be governed by the German Codetermination Act.

4. Any member of the Supervisory Board may resign his office after giving notice. Such notice must be given one month in advance.

1. The Supervisory Board shall elect from among its members a Chairman and a First Deputy Chairman in accordance with the provisions of the German Codetermination Act and, additionally, a Second Deputy Chairman.

2. A Deputy Chairman performing the duties of the Chairman in case of the Chairman’s inability to act shall be vested with all the powers of the Chairman, except for the second vote accorded to the Chairman pursuant to the German Codetermination Act.

3. In the event the Chairman or a Deputy Chairman retires from office during his term of office, a new election for such office shall take place without delay.

2 Where the context admits, references in the masculine gender shall equally include the feminine gender.

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§ 13

§ 14

The meetings of the Supervisory Board shall be called at least two weeks in advance by the Chairman or, in the Chairman’s inability to act, by a Deputy Chairman. This period may be reduced in urgent cases. Even in urgent cases, there shall be at least three days between the notice of a meeting and the day named for such meeting. Notice of meetings may be given in writing, by telephone, telefax or any other customary means of communication (e.g. by e-mail). In all other respects regarding the calling of Supervisory Board meetings the statutory provisions as well as the Bylaws of the Supervisory Board shall apply.

4. The Chairman and the Deputy Chairmen may be removed only for important cause. The permanent inability of the Chairman or a Deputy Chairman to discharge the duties of office shall be deemed to constitute an important cause. The removal of the Chairman or the Deputy Chairman elected in accordance with the provisions of the German Codetermination Act shall be subject to the same procedure as their election.

1. The Supervisory Board shall have all rights and obligations assigned to it by law and by these Articles of Association.

2. The Supervisory Board may adopt purely formal amendments to these Articles of Association.

3. The Managing Board shall report regularly to the Supervisory Board as prescribed by law. In addition, the Supervisory Board may at any time request a report on the Company’s affairs, on its legal and business relations with subsidiary companies and on such business transaction associated with these subsidiaries that may have a significant impact on the Company’s situation.

4. The Supervisory Board may require that certain kinds of action taken by the Managing Board shall be subjected to its approval.

5. To the extent permitted by law or by these Articles of Association, the Supervisory Board may delegate any of its rights and duties to its Chairman, to one of its members, or to committees appointed from among its members. If the Chairman of the Supervisory Board is a member of any such committee and if such committee is unable to reach a decision in two separate rounds of voting, then the Chairman of the Supervisory Board shall have the deciding vote.

6. The Supervisory Board shall determine its own rules of procedure.

7. If declarations must be made or received in order to carry out resolutions of the Supervisory Board, the Chairman or, in the Chairman’s inability to act, a Deputy Chairman shall act on behalf of the Supervisory Board. a Deputy Chairman shall act for the Supervisory Board. Other documents and notices of the Supervisory Board shall be signed by the Chairman or a Deputy Chairman.

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§ 15

§ 16

Minutes shall be taken of all meetings of the Supervisory Board. These minutes shall be signed by the chairman of the meeting and by the individual taking the minutes.

§ 17

1. Meetings of the Supervisory Board shall be chaired by the Chairman or, in the Chairman’s inability to act, by a Deputy Chairman.

2. To constitute a quorum for any resolution it shall be necessary that at least half of the number of members of the Supervisory Board prescribed by law shall participate in the resolution. Decisions on matters not included on the original meeting agenda may be made only if no members of the Supervisory Board object.

3. Supervisory Board members who are unable to attend a meeting of the Supervisory Board may authorize other members who will be present at the meeting to submit absentee ballots on their behalf. Members voting by absentee ballot shall be counted as participating for purposes of a quorum (see Subsection 2, Sentence 1, above).

4. Meetings conducted and resolutions adopted in writing, by telephone, telefax or any other customary means of communication (e.g. by e-mail) or the participation of individual Supervisory Board members in meetings or resolutions using customary means of communication shall be permitted, if the Chairman of the Supervisory Board so decides on a case-by-case basis and if preceded by reasonable notice.

5. To be adopted, resolutions shall require a majority of all votes cast, unless otherwise stipulated by law. The Chairman of the Supervisory Board shall have the deciding vote when the Supervisory Board is unable to reach a decision in two separate rounds of voting.

1. The members of the Supervisory Board shall receive

(a) A fixed compensation of EUR 50,000 p.a.;

(b) An annual compensation based on the short-term success of the Company in the amount of EUR 150 per EUR 0.01 of earnings per share as disclosed in the consolidated financial statements exceeding a minimum amount of EUR 1.00. The minimum amount shall be increased annually by 10%, beginning with the fiscal year starting on October 1, 2005;

(c) A long-term compensation payable after expiration of the then applicable five-year term of the Supervisory Board in the amount of EUR 50,000. The long-term compensation shall only be paid if earnings per share at the end of the term of office have increased by more than 50% compared to the beginning of the term of office.

Earnings per share on which the Supervisory Board’s remuneration is based are to be adjusted for significant extraordinary results.

Members of the Supervisory Board who have served on the Supervisory Board or a committee for only part of the fiscal year or term of office shall receive a pro rata compensation for every month of service started.

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SHAREHOLDERS’ MEETING

§ 18

§ 19

2. The Chairman of the Supervisory Board shall receive double, and each Deputy Chairman shall receive one and one half times the amounts to be paid pursuant to Subsections 1(a) and 1(b). Furthermore, each member of the committees and additionally the chairmen of said committees shall receive a further one-half of the amounts to be paid pursuant to Subsections 1(a) and 1(b) The Chairman’s Committee, the Mediation Committee, and the Investment Committee are not included in this calculation.

3. The remuneration pursuant to Subsections 1(a) and 1(b) shall be payable after the close of the annual shareholders’ meeting ratifying the acts of the Supervisory Board for the fiscal year ended before the meeting. The Company shall reimburse the members of the Supervisory Board for expenses incurred and for sales taxes to be paid on their remuneration.

4. The members of the Supervisory Board shall be indemnified by the Company against third party claims to the extent permissible by law. For this purpose, the Company provides a group insurance policy for board members and employees of Siemens AG and its subsidiaries which covers personal liability for financial loss associated with supervisory or management functions.

1. An Annual Shareholders’ Meeting shall be held within the first eight months of each fiscal year.

2. The Shareholders’ Meeting shall be called by the Managing Board or the Supervisory Board.

3. Shareholders whose combined shares amount to at least one twentieth of the capital stock may demand in writing the call of a Shareholders’ Meeting, stating the purpose and reasons for it. In the same way, shareholders whose combined shares represent a proportionate ownership of at least EUR 500,000 in the capital stock may demand that items be placed on the agenda for consideration at a Shareholders’ Meeting.

4. A notice of Shareholders’ Meeting shall be given at least within the period prescribed by law.

1. Every share of stock shall have one vote.

2. All shareholders of record who are registered in the Company’s stock register and have duly submitted notification of attendance shall be entitled to attend the Shareholders’ Meeting and exercise their voting rights.

3. The notification of attendance shall be made in text form in the German or English language to the address designated for this purpose in the notice of Shareholders’ Meeting. Between the date of notification receipt and the date of the Shareholders’ Meeting must be at least six free days. Details of the notification of attendance shall be published in the bulletins of company announcements together with the notice convening the Shareholders’ Meeting.

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§ 20

Votes may also be cast by proxy.

If the proxy is neither an underwriting bank nor an association of shareholders, the authorization may be submitted in writing or by some means of electronic communication to be specified in more detail by the Company. The details relating to the issuance of such authorizations shall be published in the bulletin of company announcements together with the notice convening the Shareholders’ Meeting.

§ 21

4. Shareholders of record or their proxies entitled to attend the Shareholders’ Meeting shall be issued with admission tickets and voting cards.

1. The Shareholders’ Meeting shall be chaired by the Chairman of the Supervisory Board or, in the Chairman’s inability to act, by a member of the Supervisory Board designated by the Chairman. If neither the Chairman nor another member of the Supervisory Board designated by him is present, then the chairman of the meeting shall be elected by the present shareholders’ members of the Supervisory Board.

2. The chairman of the meeting shall direct the procedure of the Shareholders’ Meeting. He may, particularly in exercising rules of order, make use of assistants. He shall determine the sequence of speakers and the consideration of the items on the agenda; he may also, to the extent permitted by law, decide on the bundling of factually related resolution proposals into a single voting item, establish, at the beginning of or at any time during the Shareholders’ Meeting, a reasonable limit on the time allowed to speak or ask questions, or on the combined time to speak and ask questions, either for the entire duration of the Shareholders’ Meeting or individual items on the agenda or individual speakers and order the end of the debate to the extent necessary for the proper conduct of the Shareholders’ Meeting.

3. The chairman of the meeting shall decide the order of the agenda and the sequence of voting. In case of the use of ballots or other such voting means he may decide that several items shall be put to the vote simultaneously.

4. Shareholders not wishing to participate in a vote must, prior to the beginning of the voting, so notify the chairman of the meeting in the form prescribed by him. In calculating the voting results, only the negative votes and the abstentions shall be counted. Votes of shareholders present in person or by proxy who have neither announced their nonparticipation in the vote, nor cast a negative vote, nor abstained from voting, shall be counted as affirmative votes.

5. The chairman of the meeting may alter the voting procedure set forth in Subsections 3 and 4 above and may also prescribe a different procedure, such as a voice vote or a show of hands.

6. Provided this is announced in the notice to attend the Shareholders’ Meeting, the chairman of the meeting may also permit attendance of the Shareholders’ Meeting, transmission thereof and participation in the voting by electronic means, where permitted by law.

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§ 22

§ 23

Part four

ANNUAL FINANCIAL STATEMENTS, APPROPRIATION OF PROFITS

§ 24

7. Except for election of a replacement for a member of the Supervisory Board (§ 11 Subsection 2, Sentence 3, of these Articles of Association) a plurality of the votes shall determine the result of any election. In the event of a tie, a lot to be drawn by the chairman of the meeting shall decide.

1. Minutes of the Shareholders’ Meeting shall be taken by a German Notary.

2. The minutes shall be conclusive for the shareholders among themselves and in relation to their proxies.

3. The proxy statements need not be appended to the minutes.

1. The Shareholders’ Meeting shall resolve with binding force for all shareholders all matters referred to it by law.

2. Except as otherwise provided by § 21, Subsection 7, of these Articles of Association with respect to elections, resolutions of the Shareholders’ Meeting shall require a simple majority vote, unless a greater majority is required by law.

1. The fiscal year shall run from October 1st to September 30th of the following year.

2. The Managing Board shall prepare the annual financial statements and the management report as well as the consolidated financial statements and the group management report for the past fiscal year and submit them to the auditors. Immediately after they have been prepared the Managing Board must submit said documents to the Supervisory Board together with the proposal for the appropriation of net income available for distribution which the Managing Board wishes to recommend to the Shareholders’ Meeting.

3. The annual financial statements and management reports for the Company and the group, the report of the Supervisory Board and the proposal of the Managing Board for the appropriation of net income available for distribution shall be made available at the offices of the Company for inspection by shareholders from the date on which notice of the Shareholders’ Meeting is given.

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§ 25

4. Each year the Shareholders’ Meeting, after having received the report to be prepared by the Supervisory Board, shall during the first eight months of the fiscal year determine on the appropriation of net income available for distribution, the discharge from responsibility of the Managing Board and the Supervisory Board, the appointment of the independent auditors and, in those cases provided for by law, the approval of the annual financial statements.

1. The annual net income available for distribution shall be employed for the equal distribution of a dividend to the shareholders in proportion to the ownership in the capital stock held by them, unless the Shareholders’ Meeting excludes such net income wholly or in part from distribution. The Shareholders’ Meeting can declare a non-cash dividend instead of or in addition to a cash dividend.

2. In the event of an increase in the capital stock, the participation in such net income by the new shares need not conform with § 60.2 of the German Stock Corporation Act.

Exhibit 4.1

Roll of Deeds No. H 1169/2007

Recorded at Munich on 25 July 2007

Today, this 25th day of July 2007 appeared before me

Dr. Eva-Maria Hepp, notary public at Munich

80539 Munich, Maximilianstraße 34/IV,

in the office of Hengeler Mueller

Partnership of attorneys Leopoldstraße 8-10 D-80802 Munich,

where the notarization took place on request of the parties

(1) Dr. Martin Bentler, born 18 January 1961 having his business address at Wittelsbacherplatz 2, 80333 Munich identified by his identity card, and

Mr. Solms U.Wittig, born 7 February 1964 having his business address at Baierbrunner Straße 15, 81379 Munich identified by his identity card,

hereafter not acting in their own name, but under exclusion of any personal liability in the name and on behalf of

Siemens Aktiengesellschaft with its business address at Wittelsbacherplatz 2, 80333 Munich, Germany (HRB 6684),

by virtue of a power of attorney dated 18 July 2007, the original of which has been presented to the notary during the notarisation and a certified copy of which is attached to this deed;

(2) Dr. Daniel Wiegand, born 21 February 1973

having his business address at Leopoldstraße 8-10, 80802 Munich personally known to me, and

Dr. Stephan Bühler, born 23 October 1964 having his business address at Werner-von-Siemens-Str. 50, 91052 Erlangen, identified by his identity card

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Siemens International Holding B.V. with its business address at Prinses Beatrixlaan 800, 2595 BN Den Haag, The Netherlands (no. 27044420- Kamer van Koophandel),


(3) Mr. Jiri Philippi, born 4 December 1968 having his business address at Wittelsbacherplatz 2, 80333 Munich identified by his identity card, and

Dr. Jan Wittenberg, born 5 March 1970 having his business address at Werner-von-Siemens-Str.50, 91052 Erlangen, identified by his passport


Siemens Beteiligungen U.S.A. GmbH with its business address at Wittelsbacherplatz 2, 80333 Munich, Germany (HRB 157985),


(4) Dr. Christoph H. Seibt, born 17 August 1965 having his business address at Alsterarkaden 27, 20354 Hamburg identified by his identity card

hereafter not acting in his own name, but under exclusion of any personal liability in the name and on behalf of

CAS Two Holdinggesellschaft mbH with its business address at Vahrenwalder Straße 9, 30165 Hanover, Germany (HRB 59424), by virtue of a power of attorney dated 24 July 2007, the original of which has been presented to the notary during the notarisation and a certified copy of which is attached to this deed; and

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The persons present requested that the notary public notarizes this deed in English language. The notary public having a good command of written and spoken English language made sure that the persons present have good command of the English language. She informed the persons present about their right to have an interpreter present during notarization or to request for a certified translation of this deed. The persons present explicitly waived this right.

Reference is made to the Reference Deed (notarial deed no. H 1168 / 2007 of the notary Dr. Eva-Maria Hepp, Munich dated 24 July 2007) comprising the Exhibits and Schedules referred to in this deed. The Reference Deed, the original of which was on hand during the notarization, constitutes an integral part of this deed. The persons appearing declare to have knowledge of the said Reference Deed and waived the rights to have the Reference Deed read again aloud and to have it attached to this deed. The Parties are informed that hereby the Exhibits and Schedules become an integral part of this deed, whereas, for the avoidance of doubt, the annexes referred to in Exhibit 1.4 are not part of the Reference Deed or this deed.

Reference was further made to the Contribution Agreements (as defined in Section 1.3 of the SPA), (notarial deeds no. T 1349/2007 of the notary public Ludwig Thiede, Munich, dated 23 May 2007 and notarial deeds no. A 2463/2007 and A 2464/2007 of the notary public Dr. Manfred Asam, Munich, both dated 29 June 2007). Certified Copies of the Contribution Agreements were on hand during the notarization. The persons appearing declare to have knowledge of the said Contribution Agreements and waived the rights to have the Contribution Agreements read again aloud and to have them attached to this deed.

To the extent that the Sale and Purchase Agreement provides for numbered Exhibits and Schedules which are contained under the same number in the Reference Deed, the reference to such Exhibit or Schedule in the Sale and Purchase Agreement shall be deemed to be a reference to the corresponding Exhibit or Schedule, as the case may be, of the same number in the Reference Deed.

Upon request I hereby record the declarations of the persons appearing made before me as follows:

(5) Dr. Jochen Etzel, born 6 February 1960 having his business address at Vahrenwalder Straße 9, 30165 Hanover, Germany identified by his identity card

hereafter not acting in his own name, but under exclusion of any personal liability in the name and on behalf of

Continental Aktiengesellschaft with its business address at Vahrenwalder Straße 9, 30165 Hanover, Germany (HRB 3527)

by virtue of a power of attorney dated 24 July 2007, the original of which has been presented to the notary during the notarisation and a certified copy of which is attached to this deed

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SALE AND PURCHASE AGREEMENT

EXECUTION COPY

25 JULY 2007

regarding the sale and purchase of the

Siemens VDO Automotive Group

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Sale and Purchase Agreement

by and between

- herein “Seller 1” -



- each of Seller 1, Seller 2 and Seller 3 herein also referred toas a “Seller” and collectively as “Sellers” -

- herein “Purchaser” -

- herein “Guarantor” -

- each of Sellers, Purchaser and Guarantor herein also referred toindividually as a “Party” and collectively as “Parties” -

1. Siemens Aktiengesellschaft with its business address at Wittelsbacherplatz 2, 80333 Munich, Germany,

2. Siemens International Holding B.V. with its business address at Prinses Beatrixlaan 800, 2595 BN Den Haag, The Netherlands,

3. Siemens Beteiligungen U.S.A. GmbH with its business address at Wittelsbacherplatz 2, 80333 Munich, Germany,

4. CAS Two Holdinggesellschaft mbH with its business address at Vahrenwalder Straße 9, 30165 Hanover, Germany,

5. Continental Aktiengesellschaft with its business address at Vahrenwalder Straße 9, 30165 Hanover, Germany

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Table of Contents A. BUSINESS STRUCTURE, CARVE-OUT AND TRANSACTION DATES 12 1. Business Structure and Carve-out 12 2. Transaction Dates 17 B. SALE, PURCHASE AND ASSIGNMENT, PURCHASE PRICE 18 3. Sale, Purchase and Assignment of the Shares and the Shareholder Loans 18 4. Purchase Price 20 5. Termination of Intercompany Financing Arrangements 23C. CLOSING CONDITIONS AND CLOSING 26 6. Closing Conditions and Closing 26D. GUARANTEES AND REMEDIES 30 7. Sellers’ Guarantees 30 8. Guarantees of Purchaser and Guarantor 37 9. Remedies 38E. Tax INDEMNITY 42 10. Tax Indemnity 42F. SELLERS’ COVENANTS AND OTHER UNDERTAKINGS 49 11. Sellers’ Covenants 49 12. Pension Funding Obligation 54 13. Non-Compete Undertaking, Use of Trademarks, Non-Solicitation Undertaking 56G. LIMITATIONS 58 14. Expiration and Limitations of Claims 58H. PURCHASER’S COVENANTS AND INDEMNITIES 61 15. Purchaser’s Covenants 61 16. Indemnification of Sellers by Purchaser 64 I. GUARANTOR’S GUARANTEE 65 17. Guarantor’s Guarantee 65J. MISCELLANEOUS 66 18. Restrictions of Announcement and Confidentiality 66 19. Notices 67 20. Costs, Expenses, Fees and Charges 68 21. Entire Agreement, Interpretation, Rule of Conflict 69 22. No Third Party Rights 69 23. No Assignment, No Set-off 69 24. Certain Terminology and Terms 70 25. Governing Law, Dispute Resolution 70 26. Invalid Provisions, Unintended Gaps (Salvatorische Klausel) 71

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Exhibits and Schedules Exhibit A Business DefinitionExhibit 1.1 Structure as of the Scheduled Closing DateExhibit 1.4 Draft Amendment to SAG Contribution AgreementExhibit 1.7.1 VDO SubsidiariesExhibit 1.7.2 Consolidated CompaniesExhibit 1.7.3 Material Joint Venture ParticipationsExhibit 3.1.2 Loan Assignment Agreement 1Exhibit 3.2.2 Loan Assignment Agreement 2Exhibit 4.1.2 Equity Value BridgeExhibit 5.3 Form for Additional Loan Assignment AgreementsExhibit 6.5.7 Sellers’ Representatives Incumbent on Boards of the Companies Exhibit 7.3 Persons Relevant for Due InquiryExhibit 9.4.5.2 Joint Instruction LetterExhibit 11.3 Permitted Actions between Signing Date and Closing DateExhibit 11.3.2 Capex PlanExhibit 11.5 Terminating ServicesExhibit 12.3.3 Actuarial Assumptions for Calculation of the DBO AmountExhibit 13.1 Restricted ActivitiesExhibit 15.1 Sellers’ SecuritiesExhibit 20.1 IPO-Related CostsSchedule 7.1.3 Bankruptcy ProceedingsSchedule 7.1.5 VDO SubsidiariesSchedule 7.1.6 Majority Participations, Equity InterestSchedule 7.1.7 Enterprise AgreementsSchedule 7.1.8 Material Intellectual Property RightsSchedule 7.1.10 LitigationSchedule 7.1.11 PermitsSchedule 7.1.12 Compliance with LawsSchedule 7.1.13 Conduct of BusinessSchedule 7.1.14 Collective Labor AgreementsSchedule 7.1.17 Environmental ContaminationsSchedule 7.1.19 IT Systems

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Definitions Additional Loan Assignment Agreements as defined in Section 5.3Adjustment Amount as defined in Section 5.6Affiliate(s) shall mean any affiliate within the meaning of Section 15 German Stock Corporation Act

(AktG)Agreement as defined in Recital (C)Antitrust Clearances as defined in Section 6.1.1Best Knowledge of Sellers as defined in Section 7.3BodeHewitt as defined in Section 12.3BodeHewitt Report as defined in Section 12.3Business as defined in Recital (A)Business Day(s) as defined in Section 24.1Capex Plan as defined in Section 11.3.2Capital Increase 1 as defined in Section 1.3.1Capital Increase 2 as defined in Section 1.3.2Capital Increase 3 as defined in Section 1.3.3Capital Increases as defined in Section 1.3Carve-Out Agreements as defined in Section 11.7Cash Pooling Agreements as defined in Section 5.1Chinese Carve-out Business as defined in Section 1.6.1Chinese Carve-out Companies as defined in Section 1.6.1CIT as defined in Section 4.3.3.1Closing as defined in Section 6.5Closing Conditions as defined in Section 6.1Closing Date as defined in Section 2.4Closing Events as defined in Section 6.5Collective Employment Agreements as defined in Section 15.7.1Company/Companies as defined in Section 1.7.1Competing Business as defined in Section 13.2Confidential Information as defined in Section 18.2Consolidated Company/Companies as defined in Section 1.7.2Contest as defined in Section 10.8.3Contractual Penalty as defined in Section 6.6Contribution Agreements as defined in Section 1.3Contribution Profit as defined in Section 4.3.2Data Room as defined in Section 9.4.5.2DBO Amount as defined in Section 12.2.1Deemed Step-up Potential as defined in Section 4.3.2De Minimis Claims as defined in Section 14.3Deductible as defined in Section 14.3Disclosure Schedules as defined in Section 7.2Effective Date as defined in Section 2.2

-9- Effective Date Accounts as defined in Section 7.1.15Enterprise Value as defined in Section 4.1.1Environmental Contamination as defined in Section 7.1.17Equity Value Bridge as defined in Section 4.1.2Equity Value as defined in Section 4.1.2Exchange Rates as defined in Section 24.2Exempted Claims as defined in Section 14.1Expected Step-up Potential as defined in Section 4.3.1Final Intercompany Debt Balance as defined in Section 5.5Final Intercompany Loan Purchase Price as defined in Section 5.5Grace Period as defined in Section 13.4Guarantor shall mean Continental AktiengesellschaftHedge Market Value as defined in Section 5.7Hedges as defined in Section 5.7Indian Carve-out Business as defined in Section 1.6.2Indian NewCo as defined in Section 1.6.2Intercompany Financing Loans as defined in Section 5.2.2Intercompany Loan Purchase Price as defined in Section 5.3Intercompany Financing Arrangements as defined in Section 5.1Liability Cap as defined in Section 14.4Loan Assignment Agreement 1 as defined in Section 3.1.2Loan Assignment Agreement 2 as defined in Section 3.2.2Loan Purchaser(s) as defined in Section 3.4Losses as defined in Section 9.1Management Team as defined in Section 7.3Material Adverse Effect as defined in Section 7.4Material Assets as defined in Section 7.1.9Material Intellectual Property Rights as defined in Section 7.1.8Material Joint Venture Participations as defined in Section 1.7.3Neutral Auditor as defined in Section 5.5Party/Parties shall mean individually or collectively Sellers, Purchaser and the GuarantorPension and/or Benefit Schemes as defined in Section 15.7.3Pension Asset Value as defined in Section 12.2.3Pension Deficit Amount as defined in Section 12.2Permits as defined in Section 7.1.11Post-Effective Date Obligation as defined in Section 10.6Post-Employment Benefit Obligations as defined in Section 12.2.2Pre-Effective Date Obligation as defined in Section 10.6Preliminary Intercompany Financing Loans

as defined in Section 5.4

Preliminary Intercompany Loan Purchase Price

as defined in Section 5.4

Purchase Price as defined in Section 4.1

-10- Purchaser shall mean CAS Two Holdinggesellschaft mbHPurchaser Claim as defined in Section 9.1Receiving Plan as defined in Section 12.5Relevant Employees as defined in Section 12.2.1Restricted Activities as defined in Section 13.1Restricted Employees as defined in Section 13.5Retained Employees as defined in Section 16.1.4SAG Contribution Agreement as defined in Section 1.3.1Scheduled Closing Date as defined in Section 2.3Section 52 Registration as defined in Section 1.3Seller 1 shall mean Siemens AktiengesellschaftSeller 1 Shares as defined in Section 1.5.1Seller 2 shall mean Siemens International Holding B.V.Seller 2 Shares as defined in Section 1.5.2Seller 3 shall mean Siemens Beteiligungen U.S.A. GmbHSeller 3 Shares as defined in Section 1.5.3Seller(s) shall mean Seller 1, Seller 2 and Seller 3Sellers’ Account as defined in Section 4.5Sellers’ Affiliates as defined in Section 5.1Sellers’ Conduct Covenants as defined in Section 11.11Sellers’ Covenants as defined in Section 11.11Sellers’ Guarantees as defined in Section 7.1Sellers’ Indemnification Claims as defined in Section 16.1Sellers’ Other Covenants as defined in Section 11.11Sellers’ Securities as defined in Section 15.1Share Certificate 1 as defined in Section 1.5.1Share Certificate 2 as defined in Section 1.5.2Share Certificate 3 as defined in Section 1.5.3Share Certificates as defined in Section 1.7.5Shareholder Loan 1 as defined in Section 1.3.1Shareholder Loan 2 as defined in Section 1.3.1Shareholder Loan 3 as defined in Section 1.3.2Shareholder Loan Interest as defined in Section 4.1.4Shareholder Loan Purchase Price as defined in Section 4.2.1Shareholder Loans as defined in Section 1.7.7Share Purchase Price as defined in Section 4.2.2Share Purchase Price Interest as defined in Section 4.1.3Shares as defined in Section 1.7.4SIBUSA Contribution Agreement as defined in Section 1.3.3Signing Date as defined in Section 2.1SIH Contribution Agreement as defined in Section 1.3.2

-11- Step-up Agreements as defined in Section 4.3.2Subsidiary Shares as defined in Section 1.7.6Tax/Taxes as defined in Section 10.1Tax Benefits as defined in Section 10.2.2Tax Indemnification Claim as defined in Section 10.2Tax Refunds as defined in Section 10.3Terminating Services as defined in Section 11.5Third Party Claim as defined in Section 9.6Time Limitations as defined in Section 14.1Title Claims as defined in Section 14.1.1Transferring Employees as defined in Section 11.8Unfunded Pension Compensation as defined in Section 12.5VDO AG as defined in Section 1.2VDO Subsidiaries as defined in Section 1.7.1VDO Trademarks as defined in Section 13.3Year-End Accounts as defined in Section 7.1.162007 CIT Assessment Notice as defined in Section 4.3.3.22007 CIT Return as defined in Section 4.3.3.1

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R E C I T A L S

NOW, THEREFORE, the Parties agree as follows:

(A) WHEREAS, Sellers are, amongst other activities, through their direct and indirect subsidiaries engaged in the activities described in Exhibit A (herein collectively “Business”).

(B) WHEREAS, Guarantor and its Affiliates, amongst other activities, are engaged in the development, manufacturing, marketing and distribution of tires, other products made of natural or synthetic rubber and of components for the automotive industry, in particular brake systems, airbag systems, suspension systems and other components.

(C) WHEREAS, Seller 1, the ultimate parent company of Seller 2 and Seller 3, after a strategic review of its business portfolio, has concluded that it wishes to sell and transfer the Business to Purchaser upon the terms and conditions of this Sale and Purchase Agreement (herein “Agreement”).

(D) WHEREAS, Purchaser wishes to purchase and acquire the Business from Sellers upon the terms and conditions of this Agreement.

A. BUSINESS STRUCTURE, CARVE-OUT AND TRANSACTION DATES

1. Business Structure and Carve-out

1.1 The legal structure of the Companies (as defined in Section 1.7.1 below) engaged in the Business held directly or indirectly by Sellers as of the Scheduled Closing Date (as defined in Section 2.3 below) is shown in Exhibit 1.1.

1.2 Siemens VDO Automotive AG is a stock corporation (Aktiengesellschaft) organized under the laws of Germany registered with the commercial register (Handelsregister) maintained at the lower court (Amtsgericht) of Regensburg under registration number HRB 10510 and having its corporate domicile (Sitz) in Regensburg, Germany (herein “VDO AG”). As of the Signing Date, the stated capital (Grundkapital) of VDO AG amounts to EUR 50,000.00 (in words: fifty thousand Euro) and is divided in 50,000 (in words: fifty thousand) registered no-par value shares (Namens-Stückaktien) with an arithmetical participation in the stated capital (rechnerischer Anteil am Grundkapital) of EUR 1.00 per share.

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1.3 The Business as formerly conducted directly or indirectly by Sellers and Sellers’ Affiliates (as defined in Section 5.1 below) has been reorganized and transferred to VDO AG as follows:

1.3.1 Under a contribution agreement (Einbringungsvertrag) dated 23 May 2007 (notarial deed no. T 1349/2007 of the notary Ludwig Thiede, Munich) (herein “SAG Contribution Agreement”), Seller 1 has agreed to transfer the Business as previously conducted by Seller 1 in Germany (including participations in domestic and foreign subsidiaries pertaining to the Business) to VDO AG as mixed contribution in kind (gemischte Sacheinlage) with economic effect as of 01 June 2007, 0:00 hours in exchange for (i) issuance of 75,000,000 new shares in VDO AG with an arithmethical participation in the stated capital (rechnerischer Anteil am Grundkapital) of VDO AG of EUR 1.00 per share to be issued by VDO AG to Seller 1 in accordance with a capital increase (Kapitalerhöhung) resolved by the shareholders’ meeting of VDO AG on 23 May 2007 (herein “Capital Increase 1”) and (ii) a claim for additional consideration (Mehrvergütungsanspruch) against VDO AG in the amount of EUR 2,180,000,000.00 (in words: Euro two billion one hundred eighty million) (subject to adjustments in accordance with Section 2.6 of the SAG Contribution Agreement) for which payment has been deferred (gestundet) under the SAG Contribution Agreement such that the amount of EUR 2,180,000,000.00 (in words: Euro two billion one hundred eighty million) plus interest thereon at a rate of EURIBOR (as defined in the underlying loan agreement) plus 0.125 percent p.a. as from 01 June 2007 is owed by VDO AG to Seller 1 as shareholder loan (herein “Shareholder Loan 1”). In accordance with Section 10.4 of the SAG Contribution Agreement, Seller 1 has granted VDO AG an additional shareholder loan in the amount of EUR 1,389,607,965.00 (in words: Euro one billion three hundred eighty-nine million six hundred and seven thousand nine hundred sixty-five) (herein “Shareholder Loan 2”) which bears interest at a rate of EURIBOR (as defined in the underlying loan agreement) plus 0.125 percent p.a. as from 01 June 2007.

1.3.2 Under a contribution agreement (Einbringungsvertrag) dated 29 June 2007 (notarial deed no. A 2463/2007 of the notary Dr. Manfred Asam, Munich) (herein “SIH Contribution Agreement”), Seller 2 has agreed to transfer shares in certain foreign and domestic subsidiaries operating in the Business (including all shares in Kyros 31 GmbH, Munich, which in turn holds 44.93 percent of the capital interests (Class B Common Stock) in Siemens VDO Holding Inc., Wilmington, Delaware, USA) to VDO AG as mixed contribution in kind (gemischte Sacheinlage) with economic effect as of 29 June 2007, 24:00 hours in exchange for (i) issuance of 7,500,000 new registered no-par value shares (Namens-Stückaktien) in VDO AG with an arithmetical participation in the stated capital (rechnerischer Anteil am Grundkapital) of VDO AG of EUR 1.00 per share to be issued by VDO AG to Seller 2 in accordance with a capital increase (Kapitalerhöhung) resolved by the shareholders’ meetings of VDO AG on 23 May 2007 and on 29 June 2007 (herein “Capital Increase 2”) and (ii) a claim for additional consideration (Mehrvergütungsanspruch) against VDO AG in the amount of EUR 800,000,000.00 (in words: Euro eight hundred million) for which payment has been deferred (gestundet) under the SIH Contribution Agreement so that the amount of EUR 800,000,000.00 (in words: Euro eight hundred million) plus interest thereon at a rate of EURIBOR (as defined in the underlying loan agreement) plus 0.125 percent p.a. as from 29 June 2007 is owed by VDO AG to Seller 2 as shareholder loan (herein “Shareholder Loan 3”).

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1.3.3 Under a contribution agreement (Einbringungsvertrag) dated 29 June 2007 (notarial deed no. A 2464/2007 of the notary Dr. Manfred Asam, Munich) (herein “SIBUSA Contribution Agreement”), Seller 3 has agreed to transfer 55.07 percent of the capital interests (Class A Common Stock) in Siemens VDO Holding Inc., Wilmington, Delaware, USA as contribution in kind (Sacheinlage) with effect as of 29 June 2007, 24:00 hours in exchange for issuance of 11,250,000 new registered no-par value shares (Namens-Stückaktien) in VDO AG with an arithmetical participation in the stated capital (rechnerischer Anteil am Grundkapital) of VDO AG of EUR 1.00 per share to be issued by VDO AG to Seller 3 in accordance with a capital increase (Kapitalerhöhung) resolved by the shareholders’ meeting of VDO AG on 23 May 2007 and amended by shareholder resolution dated 29 June 2007 (herein “Capital Increase 3”).

The SAG Contribution Agreement, the SIH Contribution Agreement and the SIBUSA Contribution Agreement shall herein be collectively referred to as “Contribution Agreements”. The Capital Increase 1, Capital Increase 2, the Capital Increase 3 shall herein be collectively referred to as “Capital Increases”. As a matter of precaution, the parties to the Contribution Agreements have agreed to fulfil the requirements set forth in Section 52 German Stock Corporation Act (AktG) (Nachgründung) and the Contribution Agreements shall be registered with the commercial register (Handelsregister) of VDO AG in accordance with the provisions of Section 52 German Stock Corporation Act (AktG) (Nachgründung) (herein “Section 52 Registration”).

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1.4 As of the Signing Date, the Capital Increases have not yet been registered with the commercial register (Handelsregister) maintained at the lower court (Amtsgericht) of Regensburg and therefore not become effective yet. Seller 1 shall procure (bewirken) that, as soon as reasonably practicable after the Signing Date (i) all amendments to the SAG Contribution Agreement shall, substantially in the form as attached as Exhibit 1.4, be notarized and (ii) the shareholders’ meeting of VDO AG shall, as a matter of precaution, approve the execution of the Contribution Agreements (as amended) with a view to rules on post formation transactions (Nachgründung) pursuant to Section 52 Stock Corporation Act (AktG) and (iii) both the management board (Vorstand) and the chairman of the supervisory board (Aufsichtsratsvorsitzende) of VDO AG shall apply for the registration of the Contribution Agreements and of the resolution (Beschluss) and implementation (Durchführung) of the Capital Increases with the commercial register (Handelsregister) maintained at the lower court (Amtsgericht) of Regensburg in accordance with Sections 52 (6), 184, 188 Stock Corporation Act (AktG).

1.5 Upon registration of the Capital Increases with the commercial register (Handelsregister), the stated capital (Grundkapital) of VDO AG shall amount to EUR 93,800,000.00 (in words: Euro ninety three million eight hundred thousand) and shall be divided in 93,800,000 (in words: ninety three million eight hundred thousand) registered no-par value shares (Namens-Stückaktien) with an arithmetical participation in the stated capital (rechnerischer Anteil am Grundkapital) of EUR 1.00 per share which shall be held by Sellers as follows:

1.5.1 Seller 1 shall hold 75,050,000 (in words: seventy-five million fifty thousand) registered no-par value shares (Namens-Stückaktien) with an arithmetical participation in the stated capital (rechnerischer Anteil am Grundkapital) of EUR 1.00 (in words: Euro one) per share (herein “Seller 1 Shares”) for which a collective share certificate (Sammelurkunde) shall be issued in the name of Seller 1 (herein “Share Certificate 1”);

1.5.2 Seller 2 shall hold 7,500,000 (in words: seven million five hundred thousand) registered no-par value shares (Namens-Stückaktien) with an arithmetical participation in the stated capital (rechnerischer Anteil am Grundkapital) of EUR 1.00 (in words: Euro one) per share (herein “Seller 2 Shares”) for which a collective share certificate (Sammelurkunde) shall be issued in the name of Seller 2 (herein “Share Certificate 2”);

1.5.3 Seller 3 shall hold 11,250,000 (in words: eleven million two hundred fifty thousand) registered no-par value shares (Namens-Stückaktien) with an arithmetical participation in the stated capital (rechnerischer Anteil am Grundkapital) of EUR 1.00 (in words: Euro one) per share (herein “Seller 3 Shares”) for which a collective share certificate (Sammelurkunde) shall be issued in the name of Seller 3 (herein “Share Certificate 3”).

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1.6 The following activities relating exclusively to the Business which are currently still held or conducted by Sellers or Sellers’ Affiliates are to be carved out and transferred to the Companies in accordance with the principles of the Contribution Agreements as follows:

1.6.1 Seller 1 shall procure (bewirken) that the activities (including without limitation all assets and liabilities regardless whether such assets and liabilities are to be shown on a balance sheet or not, contracts, contractual offers (Vertragsangebote) and all staff) relating exclusively to the Business carried out by Siemens Ltd. China and Siemens International Trading Ltd., each a wholly owned direct or indirect subsidiary of Seller 1 (herein “Chinese Carve-out Business”) shall, as soon as legally and practically possible, be sold by Siemens Ltd. China and Siemens International Trading Ltd. to Siemens VDO Asia Pacific Co. Ltd. and Siemens VDO Automotive Changchun Co, Ltd., each a wholly owned subsidiary of VDO AG (herein “Chinese Carve-out Companies”); provided that (mit der Maßgabe, dass) the purchase price for the Chinese Carve-out Business payable to Siemens Ltd. China and Siemens International Trading Ltd. shall be paid by Seller 1 and Seller 1 shall waive any and all claims for reimbursement (Ersatzansprüche) resulting from such payment, if any, against Purchaser, the Chinese Carve-out Companies and any other Company.

1.6.2 Seller 1 shall procure (bewirken) that the activities (including without limitation all assets and liabilities regardless whether such assets and liabilities are to be shown on a balance sheet or not, contracts, contractual offers (Vertragsangebote) and all staff) relating exclusively to the Business carried out by Siemens Ltd., India with the exception of the property used by the Business in Bangalore, India (herein “Indian Carve-out Business”) shall, as soon as legally and practically possible, (i) be sold and transferred by Siemens Ltd., India to Siemens VDO Automotive Components Private Limited (herein “Indian NewCo”), and (ii) after such sale and transfer, all but one (1) shares in Indian NewCo shall be contributed by Seller 1 to the capital reserves (Einbringung in die Kapitalrücklage) of VDO AG without issuance of new shares and without any additional consideration and (iii) the remaining one (1) share shall be transferred to a VDO Subsidiary.

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1.7 Companies, Consolidated Companies, Material Joint Venture Participations, Shares, Share Certificates, Subsidiary Shares and Shareholder Loans shall each have the following meaning in this Agreement:

1.7.1 “Companies” and each individually a “Company” shall mean (i) VDO AG, (ii) the direct or indirect majority participations of VDO AG listed in Exhibit 1.7.1 (herein “VDO Subsidiaries”) and (iii) Indian NewCo and Siemens VDO Asia Pacific Co. Ltd..

1.7.2 “Consolidated Companies” and each individually a “Consolidated Company” shall mean all Companies listed in Exhibit 1.7.2.

1.7.3 “Material Joint Venture Participations” shall mean the participations in the joint ventures as listed in Exhibit 1.7.3.

1.7.4 “Shares” shall mean the Seller 1 Shares, the Seller 2 Shares and the Seller 3 Shares.

1.7.5 “Share Certificates” shall mean the Share Certificate 1, the Share Certificate 2 and the Share Certificate 3.

1.7.6 “Subsidiary Shares” shall mean the shareholdings of the Companies in the VDO Subsidiaries and the Material Joint Venture Participations as set forth in Exhibit 1.7.1 and 1.7.3.

1.7.7 “Shareholder Loans” shall mean the Shareholder Loan 1, the Shareholder Loan 2 and the Shareholder Loan 3.

2. Transaction Dates

Signing Date, Effective Date, Scheduled Closing Date and Closing Date shall each have the following meaning in this Agreement:

2.1 “Signing Date” shall be the day on which this Agreement has been notarized.

2.2 “Effective Date” shall be 30 June 2007, 24:00 hours.

2.3 “Scheduled Closing Date” shall be (i) the last Business Day (as defined in Section 24.1 below) of the month in which the last Closing Condition (as defined in Section 6.1 below) shall have been fulfilled provided that the last Closing Condition shall have been fulfilled at least ten (10) Business Days prior to the end of such month, or (ii) in the event that the last Closing Condition shall have been fulfilled less than ten (10) Business Days prior to the end of a given month, the last Business Day of the calendar month immediately following the month in which the last Closing Condition has been fulfilled, or (iii) any other day as agreed between the Parties.

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2.4 "Closing Date” shall be the day on which all, and not some only, of the Closing Events (as defined in Section 6.5 below) shall have taken place or have been duly waived.

B. SALE, PURCHASE AND ASSIGNMENT, PURCHASE PRICE

3. Sale, Purchase and Assignment of the Shares and the Shareholder Loans

3.1 Seller 1 hereby sells to Purchaser

3.1.1 the Seller 1 Shares with all rights and obligations pertaining thereto, including the dividend rights (Gewinnbezugsrechte) to all profits for the current business year (ending 30 September 2007) and all subsequent business years not yet distributed to Seller 1 as of the Closing Date, with commercial effect (mit wirtschaftlicher Wirkung) as of the Effective Date and undertakes to transfer title to (übereignen) the Seller 1 Shares and deliver (übergeben) the Share Certificate 1 to Purchaser on the Scheduled Closing Date in accordance with Section 6.5 below; and

3.1.2 the Shareholder Loan 1 and the Shareholder Loan 2 with all rights and obligations pertaining thereto (including all accrued interest) and undertakes to assign (abtreten) the Shareholder Loan 1 and the Shareholder Loan 2 to Purchaser on the Scheduled Closing Date in accordance with a separate assignment agreement substantially in the form as attached hereto as Exhibit 3.1.2 (herein “Loan Assignment Agreement 1”).

Purchaser hereby purchases the Seller 1 Shares, the Shareholder Loan 1 and the Shareholder Loan 2 from Seller 1 and undertakes to accept the transfer and assignment thereof in accordance with Sections 3.1.1 and 3.1.2.

3.2 Seller 2 hereby sells to Purchaser

3.2.1 the Seller 2 Shares with all rights and obligations pertaining thereto, including the dividend rights (Gewinnbezugsrechte) to all profits for the current business year (ending 30 September 2007) and all subsequent business years not yet distributed to Seller 2 as of the Closing Date, with commercial effect (mit wirtschaftlicher Wirkung) as of the Effective Date and undertakes to transfer title to (übereignen) the Seller 2 Shares and deliver (übergeben) the Share Certificate 2 to Purchaser on the Scheduled Closing Date in accordance with Section 6.5 below; and

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3.2.2 the Shareholder Loan 3 with all rights and obligations pertaining thereto (including all accrued interest) and undertakes to assign (abtreten) the Shareholder Loan 3 to Purchaser on the Scheduled Closing Date in accordance with a separate assignment agreement substantially in the form as attached hereto as Exhibit 3.2.2 (herein “Loan Assignment Agreement 2”).

Purchaser hereby purchases the Seller 2 Shares and the Shareholder Loan 3 from Seller 2 and undertakes to accept the transfer and assignment thereof in accordance with the foregoing sentence.

3.3 Seller 3 hereby sells to Purchaser the Seller 3 Shares with all rights and obligations pertaining thereto, including the dividend rights (Gewinnbezugsrechte) to all profits for the current business year (ending 30 September 2007) and all subsequent business years not yet distributed to Seller 3 as of the Closing Date, with commercial effect (mit wirtschaftlicher Wirkung) as of the Effective Date and undertakes to transfer title to (übereignen) the Seller 3 Shares and deliver (übergeben) the Share Certificate 3 to Purchaser on the Scheduled Closing Date in accordance with Section 6.5 below. Purchaser hereby purchases the Seller 3 Shares from Seller 3 and undertakes to accept the assignment thereof in accordance with the foregoing sentence.

3.4 Purchaser shall be entitled to nominate one or several of its Affiliates to purchase and acquire some or all of the Shareholder Loans or the Intercompany Financing Loans (as defined in Section 5.2.2 below) instead of Purchaser (herein “Loan Purchaser(s)”). Purchaser shall exercise the foregoing right by submitting, within twenty (20) Business Days after the Signing Date, a written notification to Sellers specifying the Loan Purchaser(s) and the Shareholder Loans or the Intercompany Financing Loans which such Loan Purchaser(s) shall acquire. Upon such written notification by Purchaser, the relevant Loan Purchaser shall declare in notarial form to the acting notary that it shall purchase and acquire the relevant Shareholder Loan or the Intercompany Financing Loan in lieu of Purchaser. Purchaser shall remain liable for all its obligations arising under this Agreement, and shall exclusively be entitled and responsible for exercising all rights and remedies, if any, on behalf of the Loan Purchaser(s). Sellers hereby accept such declaration of adherence (Vertragsbeitritt) of Loan Purchaser(s).

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EUR 11,439,000,000.00 (in words: Euro eleven billion four hundred thirty-nine million)

EUR 11,075,149,000.00 (in words: Euro eleven billion seventy-five million

one hundred forty-nine thousand)

4. Purchase Price

4.1 The purchase price for (i) the Shares and (ii) the Shareholder Loans to be paid by Purchaser to Sellers shall be:

4.1.1 an amount of:

(herein “Enterprise Value”);

minus

4.1.2 a net deduction of EUR 363,851,000.00 (in words: Euro three hundred sixty-three million eight hundred fifty-one thousand) for net financial debt and debt-like items of the Consolidated Companies existing as of the Effective Date (excluding, for the avoidance of doubt, the Shareholder Loans) which are set forth in Exhibit 4.1.2 (herein “Equity Value Bridge”);

equaling an amount of:

(herein “Equity Value”);

plus

4.1.3 an amount equivalent to interest on the Share Purchase Price (as defined in Section 4.2.2 below) as from (and including) 01 July 2007 until (and including) the date of payment at a rate of (i) five (5) percent p.a. for the period as from (and including) 01 July 2007 until (and including) ninety (90) days after the Signing Date and (ii) seven (7) percent p.a. for the period, if any, beginning (and including) ninety-one (91) days after the Signing Date until (and including) the date of payment (herein “Share Purchase Price Interest”);

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plus

4.1.4 an amount equivalent to the interest accrued and not yet paid on the Shareholder Loans until and including the date of payment (herein “Shareholder Loan Interest”);

(herein “Purchase Price”). Five (5) Business Days prior to the Scheduled Closing Date, Sellers shall notify Purchaser of the Share Purchase Price Interest and the Shareholder Loan Interest calculated as per the Scheduled Closing Date.

4.2 The Parties agree that the Purchase Price shall be allocated as follows:

4.2.1 an amount of EUR 4,369,607,965.00 (in words: Euro four billion three hundred sixty-nine million nine hundred and sixty five), equaling the aggregate principal balance of the Shareholder Loans (herein “Shareholder Loan Purchase Price”) shall be allocated to the Shareholder Loans, and each the Shareholder Loan Purchase Price and the Shareholder Loan Interest shall be further allocated to the individual Shareholder Loans by allocating an amount equaling the principal balance and the interest accrued and not yet paid for the respective Shareholder Loan to each of the Shareholder Loans;

4.2.2 the balance of the Equity Value minus the Shareholder Loan Purchase Price (herein “Share Purchase Price”) shall be allocated to the Shares, and the Share Purchase Price as well as the Share Purchase Price Interest shall be further allocated to the Seller 1 Shares, Seller 2 Shares and Seller 3 Shares on a pro rata basis.

4.3 The Parties agree in relation to the deemed step-up potential realized in connection with the transfer of the Business to VDO AG under the SAG Contribution Agreement on the following:

4.3.1 On the Scheduled Closing Date Purchaser shall pay to Seller 1 an amount equal to twenty-three (23) percent of the amount by which the Deemed Step-up Potential (as defined in Section 4.3.2 below) as determined on the basis of the Step-up Agreements (as defined in Section 4.3.2 below) exceeds the amount of EUR 4,100,000,000.00 (in words: four billion one hundred million) (herein “Expected Step-up Potential”) or, alternatively, Seller 1 shall pay to Purchaser an amount equal to twenty-three (23) percent of the amount by which the Deemed Step-up Potential as determined on the basis of the Step-up Agreements falls short of the Expected Step-up Potential.

4.3.2 "Deemed Step-up Potential” shall mean the amount of the profit realized for tax purposes by Seller 1 upon the contribution of the Business, other than shares, under the SAG Contribution Agreement, but regardless of whether and how the assets of the transferred Business are subject to depreciation (herein “Contribution Profit”). Such Contribution Profit shall be initially determined based on identical informal agreements regarding the allocation of values to the assets contributed under the SAG Contribution Agreement (i) between Seller 1 and the competent tax auditors of Seller 1 and (ii) between VDO AG and the competent tax auditors of VDO AG ((i) and (ii) herein the “Step-up Agreements”).

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4.3.3 In the event that the Deemed Step-up Potential (as initially determined on the basis of the Step-up Agreements) shall change as a result of either

4.3.3.1 the filing of the corporate income tax (herein “CIT”) return of Seller 1 for the year 2007 (herein “2007 CIT Return”) (in which case the excess Deemed Step-up Potential or the Deemed Step-up Potential shortfall shall be determined on the basis of the Contribution Profit that will underlie the 2007 CIT Return), or

4.3.3.2 the receipt of a CIT assessment notice for 2007 by Seller 1 (herein “2007 CIT Assessment Notice”) and subsequently upon any amendment to the 2007 CIT Assessment Notice, (in which case the excess Deemed Step-up Potential or the Deemed Step-up Potential shortfall shall be determined on the basis of the Contribution Profit that underlies the 2007 CIT Assessment Notice or the 2007 CIT Assessment Notice as amended),

Purchaser or Seller 1, as the case may be, shall make adjustment payments applying the principles set out under Section 4.3.1 above to Seller 1 or Purchaser, as the case may be, such adjustment payments to be calculated on the basis of the Contribution Profit determined in the 2007 CIT Return or 2007 CIT Assessment Notice, as the case may be.

4.3.4 Payments and adjustment payments to be made under this Section 4.3 shall be due no later than twenty (20) Business Days after the relevant obligor has been notified of the Step-up Agreement (but in no event prior to the Scheduled Closing Date), the filing of 2007 CIT Return or the receipt of the relevant 2007 CIT Assessment Notice, as the case may be, and shall bear interest for the period from (but not including) the Effective Date until (and including) the date of the respective payment at a rate of five (5) percent p.a.

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4.4 On the Scheduled Closing Date, Purchaser shall, in accordance with the provisions set out in Section 6.5 below, pay the Purchase Price free of costs and charges in immediately available funds into Sellers’ Account (as defined in Section 4.5 below).

4.5 All payments owed by Purchaser to Sellers under this Agreement shall be paid by Purchaser free of costs and charges in immediately available funds by wire transfer to the following account of Seller 1 who shall receive the payment also in trust (treuhänderisch) for Seller 2 and Seller 3: Account number: 2037 000 000 Bank: Deutsche Bank MunichIBAN: DE65700700100203700000Bank identification code (Bankleitzahl): 700 700 10

(herein “Sellers’ Account”).

4.6 Except as herein provided otherwise, each of the Parties shall pay interest on any amounts becoming due and payable to the other Party, or Parties, as the case may be, under this Agreement as from (but not including) the respective due date until (and including) the respective day of payment at the rate of twelve (12) percent p.a. In case Purchaser is in default with the payment of any portion of the Purchase Price, for the avoidance of doubt the foregoing default interest shall be in addition to the interest payable in accordance with Section 4.1.3 and Section 4.1.4 above.

5. Termination of Intercompany Financing Arrangements

5.1 The Companies have entered into various cash pooling agreements with Sellers and certain Affiliates of Sellers denominated in Euro, US Dollars and other currencies (herein collectively “Cash Pooling Agreements”). Sellers shall procure (bewirken) that (i) the Cash Pooling Agreements, and (ii) any other inter-company financing arrangements (excluding for the avoidance of doubt the Shareholder Loans) existing with any of the Companies on the one hand and any Seller or any Affiliate of Sellers (excluding any of the Companies) (herein “Sellers’ Affiliates”) on the other hand ((i) and (ii) herein collectively “Intercompany Financing Arrangements”) shall be terminated prior to the Scheduled Closing Date (but without prejudicing the solvency of the Companies prior to the Scheduled Closing Date) with effect no later than as of the Scheduled Closing Date.

5.2 As it regards the settlement of the Intercompany Financing Arrangements, the Parties agree as follows:

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5.2.1 Sellers shall procure (bewirken) that the balances outstanding after termination of the Intercompany Financing Arrangements (including interest accrued thereon in accordance with the terms of the Intercompany Financing Arrangements) which are owed by Sellers and Sellers’ Affiliates to the Companies shall be repaid and settled directly between the parties concerned prior to the Scheduled Closing Date;

5.2.2 Sellers shall procure (bewirken) that the balances outstanding after termination of the Intercompany Financing Arrangements (including interest accrued thereon in accordance with the terms of the Intercompany Financing Arrangements) which are owed by the Companies to Sellers and Sellers’ Affiliates shall be repaid and settled directly between the parties concerned prior to the Scheduled Closing Date where such repayment is reasonably feasible and legally permissible and that the remaining balances shall be treated as shareholder loans extended by the relevant Seller or Sellers’ Affiliate to the relevant Company (such loans herein the “Intercompany Financing Loans”).

5.3 Seller 1 hereby sells the Intercompany Financing Loans with all rights and obligations pertaining thereto (including all accrued interest) for a purchase price equalling the outstanding amounts of such loans in Euro (herein “Intercompany Loan Purchase Price”) and undertakes to assign or cause the relevant Sellers’ Affiliate to assign (abtreten) the Intercompany Financing Loans to Purchaser or one or several Loan Purchasers on the Scheduled Closing Date in accordance with separate assignment agreements substantially in the form as attached hereto as Exhibit 5.3 (herein “Additional Loan Assignment Agreements”). For purposes of calculation of the Intercompany Loan Purchase Price, the Exchange Rates (as defined in Section 24.2 below) applicable two (2) Business Days prior to the Scheduled Closing Date shall be used for converting any non-EURO denominated amounts into EURO denominated amounts.

5.4 Five (5) Business Days prior to the Scheduled Closing Date, Sellers shall deliver to Purchaser an estimate of the aggregate amount of the Intercompany Financing Loans as per the Closing Date (herein “Preliminary Intercompany Financing Loans”). On the Scheduled Closing Date, Purchaser shall make a preliminary payment on the Intercompany Loan Purchase Price in an amount equal to the amount of the Preliminary Intercompany Financing Loans (herein “Preliminary Intercompany Loan Purchase Price”) free of costs and charges in immediately available funds by wire transfer into Sellers’ Account in accordance with Section 6.5 below.

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5.5 Within ten (10) Business Days after the Closing Date, Sellers shall determine the final amount of the Intercompany Financing Loans (herein “Final Intercompany Debt Balance”) and the final amount of the Intercompany Loan Pur

chase Price (herein “Final Intercompany Loan Purchase Price”) and shall deliver a statement to such effect to Purchaser. To the extent Purchaser approves of the Final Intercompany Debt Balance and the Final Intercompany Loan Purchase Price or to the extent Purchaser does not object to it within thirty (30) days after delivery thereof, the Final Intercompany Debt Balance and the Final Intercompany Loan Purchase Price shall become binding as between the Parties. If Purchaser objects to the Final Intercompany Debt Balance and the Final Intercompany Loan Purchase Price within the aforesaid thirty (30) days’ period and Sellers and Purchaser can not agree on the Final Intercompany Debt Balance and the Final Intercompany Loan Purchase Price within thirty (30) days following the objections of Purchaser, each of Sellers and Purchaser shall be entitled to request the “Institut der Wirtschaftsprüfer in Deutschland e.V.”, Düsseldorf, to appoint an auditor to act as an arbitrator (Schiedsgutachter) (herein “Neutral Auditor”) to determine the Final Intercompany Debt Balance and the Final Intercompany Loan Purchase Price, if and to the extent such positions are in dispute between Sellers and Purchaser. The Neutral Auditor shall decide only on the items in dispute between the Parties and shall give Sellers and Purchaser adequate opportunity to present their views in writing and at a hearing or hearings to be held in the presence of Sellers and Purchaser and their advisors. The final decision of the Neutral Auditor must not fall beyond or outside the position taken by the Parties. The Neutral Auditor shall give reasons for its decision on the specific items in dispute between Sellers and Purchaser. The costs and expenses incurred by the Neutral Auditor shall be borne equally by Sellers on the one hand and Purchaser on the other hand. The Final Intercompany Debt Balance and the Final Intercompany Loan Purchase Price as determined by the Neutral Auditor shall be final and binding on the Parties subject to Section 319 German Civil Code (BGB).

5.6 Upon the Final Intercompany Debt Balance and the Final Intercompany Loan Purchase Price becoming binding in accordance with the foregoing, any deviation between the Preliminary Intercompany Loan Purchase Price and the Final Intercompany Loan Purchase Price (herein “Adjustment Amount”) shall be settled as follows:

5.6.1 In the event that an Adjustment Amount shall be in favor of Sellers, Purchaser shall pay such Adjustment Amount plus interest thereon at a rate of five (5) percent p.a. as from (but not including) the Closing Date until (and including) the day of payment, by wire transfer into Sellers’ Account.

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5.6.2 In the event that an Adjustment Amount shall be in favor of Companies, Seller 1 shall pay to VDO AG (on behalf of each of the Companies concerned) such Adjustment Amount plus interest thereon at a rate of five (5) percent p.a. as from (but not including) the Closing Date until (and including) the day of payment, by wire transfer into an account of VDO AG, such account to be notified to Seller 1 at least three (3) Business Days prior to the due date (Fälligkeitstag).

Any Adjustment Amount shall be due and payable five (5) Business Days after the day on which the debtor of the respective amount has been notified thereof in writing.

5.7 Sellers shall procure (bewirken) that all foreign exchange forward contracts existing between the Companies and Sellers or Sellers’ Affiliates (herein “Hedges”) shall be terminated two (2) Business Days prior to the Scheduled Closing Date on at arm’s length basis using the Exchange Rates as of two (2) Business Days prior to the Scheduled Closing Date (herein “Hedge Market Value”). Sellers shall provide Purchaser (i) seven (7) Business Days prior to the Scheduled Closing Date with a list of all Hedges to be terminated and (ii) three (3) Business Days after the Closing Date with a list of the individual values of all Hedges terminated including the swap points and currency spot rates used for the termination. In the event that the Hedge Market Value as of the Closing Date is negative from the perspective of the Companies, Purchaser shall, for the account of the Companies, pay to Sellers an amount equal to such negative Hedge Market Value into Sellers’ Account within ten (10) Business Days after the Closing Date. In the event that the Hedge Market Value as of the Closing Date is positive from the perspective of the Companies, Sellers shall pay to VDO AG (on behalf of each of the Companies concerned) into an account of VDO AG (such account to be notified to Seller 1 at least three (3) Business Days prior to the due date (Fälligkeitstag)) an amount equal to such positive Hedge Market Value within ten (10) Business Days after the Closing Date. In the event that the Parties can not agree on the Hedge Market Value within ten (10) Business Days after the Closing Date, the dispute resolution procedure set forth in Section 5.5 above shall apply mutatis mutandis.

C. CLOSING CONDITIONS AND CLOSING

6. Closing Conditions and Closing

6.1 This Agreement shall be closed (erfüllt) pursuant to Section 6.5 below only if

6.1.1 the merger control clearances under the applicable merger control rules of:

6.1.1.1 the European Community;

6.1.1.2 the United States of America;

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6.1.1.3 Canada; and 6.1.1.4 the Republic of Korea;

shall have been obtained or shall be deemed to be obtained, e.g. because of the lapse of waiting periods or because jurisdiction has been declined (herein “Antitrust Clearances”); and

6.1.2 the Capital Increases shall have been registered with the commercial register (Handelsregister) of VDO AG and the Section 52 Registration with the commercial register (Handelsregister) of VDO AG shall have occurred and the Share Certificates shall have been issued to Sellers in accordance with Section 1.5 above;

(herein collectively “Closing Conditions”).

6.2 Purchaser shall be responsible for obtaining the Antitrust Clearances and shall take all actions necessary to prepare and to make the filings for the Antitrust Clearances (except for the filing with the European Commission) within twelve (12) Business Days after the Signing Date and to furnish all information required in connection therewith. As far as the merger filing with the European Commission is concerned, Purchaser shall use its best efforts (i) to file the draft Form CO on or before 04 September 2007 and (ii) to file the final Form CO at the earliest date acceptable to the European Commission. Sellers undertake to cooperate, and shall use best efforts to cause the Companies to cooperate, with Purchaser in providing all reasonably required information concerning the Business and to assist in such filings and the merger clearance proceedings without undue delay. Further, the Parties agree on the following:

6.2.1 Purchaser shall give Sellers reasonable advance notice of any notification, submission or other communication which it proposes to make or submit to any antitrust authority and provide Sellers with copies of such draft notification, submission or correspondence and any supporting documentation or information reasonably requested by Sellers. Purchaser undertakes to take any comments of Sellers in relation to any such notification, submission or communication in due consideration. Any such notification, submission or communication shall require the prior consent of Sellers, such consent not to be unreasonably withheld. Purchaser further agrees to keep Sellers fully informed as to the progress of any notification made in order to obtain the Antitrust Clearances. Sellers and their advisers shall be entitled to attend all meetings with any antitrust authority or other persons or bodies (unless prohibited by the authority or such other persons) and make oral submissions at such meetings to the extent necessary.

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6.2.2 Purchaser shall undertake (or cause to be undertaken) any and all steps necessary to avoid or eliminate each and every impediment (including any add-on acquisitions) under any antitrust, competition or trade regulation law that may be asserted by any antitrust or other governmental party so as to enable the Parties to close the transactions as contemplated under this Agreement including committing to and effecting as promptly as practicable, the sale, divestiture or disposition of such assets, properties or businesses of Purchaser and/or its Affiliates and/or the Companies, and the conclusion of such other arrangements, as are necessary or advisable to avoid the effect of materially delaying or preventing the consummation of the transactions contemplated under this Agreement.

6.3 The Parties shall notify each other in writing without undue delay (i) of any of the Closing Conditions having been fulfilled and/or (ii) the definitive (endgültige) failure of any of the Closing Conditions to be fulfilled.

6.4 If not all of the Closing Conditions shall have been fulfilled within twelve (12) months after the Signing Date,

6.4.1 Sellers (jointly but not individually) shall, until Closing (as defined in Section 6.5 below) shall have occurred, be entitled to withdraw from (zurücktreten) this Agreement if any of the Closing Conditions contained in Section 6.1.1 above has not been fulfilled or duly waived; and

6.4.2 Purchaser and Guarantor (jointly but not individually) shall, until Closing shall have occurred, be entitled to withdraw from (zurücktreten) this Agreement if the Closing Condition contained in Section 6.1.2 above has not been fulfilled or duly waived;

in each case, with effect for all Parties by written notice to the other Party/Parties. In the event of a withdrawal, none of the Parties shall have any obligation or incur any liability towards the other Parties except that (i) any obligation of Purchaser to pay the Contractual Penalty or further damages, if any, pursuant to Section 6.6 below, (ii) any liability of any Party for willful behaviour, and (iii) the provisions in Sections 17 through 26 below shall in each case survive and remain in full force and effect.

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6.5 The closing of the transactions contemplated under this Agreement (herein “Closing”) shall occur on the Scheduled Closing Date. On the Scheduled Closing Date, the Parties or their respective duly authorized representatives shall convene at the offices of Hengeler Mueller, Munich, or at such place as agreed between the Parties and the following events (herein “Closing Events”) shall take place simultaneously (Zug-um-Zug):

6.5.1 Payment by Purchaser of the Purchase Price into Sellers’ Account;

6.5.2 Payment by Purchaser of the Preliminary Intercompany Loan Purchase Price into Sellers’ Account;

6.5.3 Transfer of title (Übereignung) to the Shares and delivery (Übergabe) of the Share Certificates by Sellers to Purchaser and registration of Purchaser in the share register (Aktienregister) of VDO AG;

6.5.4 Execution of both the Loan Assignment Agreement 1 between Seller 1 and Purchaser or one of the Loan Purchasers;

6.5.5 Execution of the Loan Assignment Agreement 2 between Seller 2 and Purchaser or one of the Loan Purchasers;

6.5.6 Execution of the Additional Loan Assignment Agreements between Seller 1 or the relevant Sellers’ Affiliates on the one hand and Purchaser or one or several Loan Purchasers on the other hand;

6.5.7 Delivery by Sellers of resignation letters signed by the representatives of Sellers and Sellers’ Affiliates incumbent on supervisory or advisory boards of the Companies as identified in Exhibit 6.5.7, such resignations becoming effective as of the earliest legally possible withdrawal date; and

6.5.8 Execution of a closing protocol by Sellers and Purchaser confirming the due fulfillment or waiver, as the case may be, of all Closing Conditions and the due performance or waiver, as the case may be, of all Closing Events.

6.6 Purchaser shall pay to Sellers a contractual penalty (Vertragsstrafe) in the amount of EUR 100,000,000.00 (in words: Euro one hundred million) (herein “Contractual Penalty”) in the event that:

6.6.1 Sellers shall have effectively withdrawn (sind wirksam zurückgetreten) from this Agreement pursuant to Section 6.4 above because not all of the Antitrust Clearances have been obtained within the twelve (12) months’ period after the Signing Date; or

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6.6.2 Purchaser has not, at the latest ten (10) Business Days following the Scheduled Closing Date, fulfilled all Closing Events (or the respective parts thereof) to be fulfilled by Purchaser on the Scheduled Closing Date in accordance with Section 6.5 above.

The Contractual Penalty constitutes Sellers’ minimum damage (Mindestschaden) and shall not prejudice Sellers in whatsoever form to claim further damages against Purchaser incurred in connection with this Agreement or the transactions contemplated hereunder, provided that the aggregate liability of Purchaser and Guarantor for such damages (including the Contractual Penalty) shall not exceed EUR 500,000,000.00 (in words: Euro five hundred million).

D. GUARANTEES AND REMEDIES7. Sellers’ Guarantees

7.1 Sellers hereby guarantee as joint and several debtors (Gesamtschuldner), subject to any limitations contained in this Agreement, in particular, but not limited to, the remedies set out in Section 9 below, the Time Limitations (as defined in Section 14.1 below), the exclusion of De Minimis Claims (as defined in Section 14.3 below), the Deductible (as defined in Section 14.3 below) and the Liability Cap (as defined in Section 14.4 below) by way of an independent guarantee pursuant to Section 311 (1) German Civil Code (BGB) that the statements set forth hereinafter are true and correct as of the Signing Date or as of any other date explicitly referred to below (herein collectively “Sellers’ Guarantees”):

7.1.1 Enforceability, Capacity. This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable under applicable law against each Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or affecting the rights of creditors. As per the Signing Date and the Closing Date, each Seller has the absolute and unrestricted right, power, authority and capacity to execute this Agreement and to perform its obligations hereunder. The execution of this Agreement and the performance of the obligations hereunder have been duly authorized and approved by all necessary corporate action of Sellers. Except for the Antitrust Clearances, the execution and performance of this Agreement by Sellers does not require any notice to any person or any consent or governmental authorization.

7.1.2 Existence of the Companies. As per the Closing Date, each of the Companies is duly incorporated and validly existing under the laws of its jurisdiction and has all requisite corporate power and authority to own its respective properties and assets.

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7.1.3 Bankruptcy or Judicial Composition Proceedings. No bankruptcy or judicial composition proceedings concerning any Consolidated Company are pending (anhängig) or, to the Best Knowledge of Sellers (as defined in Section 7.3 below), have been applied for. To the Best Knowledge of Sellers, no circumstances exist which would require the application for any such bankruptcy or judicial composition proceedings concerning any Consolidated Company except as disclosed in Schedule 7.1.3. To the Best Knowledge of Sellers, no circumstances exist pursuant to any applicable bankruptcy laws which could justify the voidance of this Agreement.

7.1.4 Ownership of the Shares. As per the Closing Date, each Seller is the sole and unrestricted owner of the Shares sold by it. As of the Closing Date, the Shares (i) have been duly authorized and validly issued, (ii) are fully paid up, non-assessable and have not been repaid and (iii) have not been pledged, assigned, charged or used as a security to or by a third party and are free and clear of any other third party rights. Except as set forth in Section 1 above, as per the Signing Date and the Closing Date there are no pending applications for registration and/or resolutions of the shareholder’s meeting or the supervisory board requiring such registration which have been passed but not yet registered. VDO AG has not issued any bonds (Schuldverschreibungen) providing for conversion rights (Wandlungsrechte) or subscription rights (Bezugsrechte) or options (Optionsrechte) under option schemes for shares in VDO AG to any third parties.

7.1.5 VDO Subsidiaries. Except as disclosed in Schedule 7.1.5, as per the Closing Date the Subsidiary Shares (i) are, upon the registration of the Capital Increases and the occurrence of the Section 52 Registration, owned by the Companies as set out in Exhibit 1.7.1 and Exhibit 1.7.3 respectively, (ii) have been duly authorized and validly issued, (iii) are fully paid up, non-assessable and have not been repaid and (iv) have not been pledged, assigned, charged or used as a security to or by a third party and are free and clear of any other third party rights with in rem effect (dingliche Rechte).

7.1.6 Majority Participations, Equity Interests. Except as disclosed in Schedule 7.1.6 or Exhibit 1.7.1, as per the Closing Date the Consolidated Companies have no majority participations and do not hold any equity interest in another entity other than a VDO Subsidiary which involves direct payment obligations (Nachschusspflichten) of the Consolidated Companies, except, in each case, where such payment obligations would not result in a Material Adverse Effect.

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7.1.7 Enterprise Agreements. Except as disclosed in Schedule 7.1.7, the Consolidated Companies are not party to any enterprise agreements with any entity other than a Consolidated Company within the meaning of Sections 291 and 292 German Stock Corporation Act (AktG) or comparable profit sharing or pooling agreements or any such arrangements under the laws of other jurisdictions.

7.1.8 Material Intellectual Property Rights. Except as disclosed in Schedule 7.1.8, to the Best Knowledge of Sellers and subject to the scope of the transfer of patents, trademarks, utility models, design rights, copyrights, software, domains and other intellectual property rights in accordance with the terms and conditions of the Contribution Agreements, the Consolidated Companies own, or lawfully use, all such patents, trademarks, utility models, design rights, copyrights, software, domains and other intellectual property rights which are necessary for carrying out the Business in substantially the same fashion and manner as conducted on the Signing Date and the lack of which or the restriction to use would, in each case, result in a Material Adverse Effect (herein collectively “Material Intellectual Property Rights”). Except as disclosed in Schedule 7.1.8 (i) the Material Intellectual Property Rights which are owned by the Consolidated Companies are not subject to any in rem (dinglich) security interest, mortgage, charge or lien (excluding, for the avoidance of doubt, any licenses), and (ii) to the Best Knowledge of Sellers, the Material Intellectual Property Rights which are owned by the Consolidated Companies are not subject to any opposition or nullification claim or any similar challenge by any third party, except, in each case, where the incorrectness of any of the statements in (i) or (ii) would not result in a Material Adverse Effect.

7.1.9 Material Assets. Subject to the scope of the transfer of the tangible fixed assets (materielles Anlagevermögen) in accordance with the terms and conditions of the Contribution Agreements, the Consolidated Companies own or hold lawful possession of all tangible fixed assets (materielles Anlagevermögen) which are necessary for carrying out the Business in substantially the same fashion and manner as on the Signing Date and the lack of which would, in each case, result in a Material Adverse Effect (herein collectively “Material Assets”). The Material Assets are not charged with any rights of third parties, including the transfer for security purposes (Sicherungsübereignungen), except for (i) customary (handelsübliche) or statutory rights of retention of title (Eigentumsvorbehalte), liens, pledges or other security rights in favor of suppliers, mechanics, workers, landlords, carriers and the like for supplies and services made or delivered for the benefit of the Business, (ii) any other security rights granted to banks and other financial institutions in respect of debt reflected in the Effective Date Accounts (as defined in Section 7.1.15 below), (iii) statutory security rights in favour of tax authorities or other governmental entities, and (iv) encumbrances (Belastungen) other than rights under (i) through (iii) above which would, in each case, not result in a Material Adverse Effect.

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7.1.10 Litigation and Product Liability. To the Best Knowledge of Sellers and except as disclosed in Schedule 7.1.10, (i) neither the Consolidated Companies nor Sellers or any of Sellers’ Affiliates with respect to the Business are involved as defendant in any pending court or administrative proceedings, including arbitration proceedings, having a litigation value (Streitwert) in excess of EUR 3,000,000.00 (in words: Euro three million) and (ii) no such proceedings have been threatened in writing except for warranty claims or product liability claims in the ordinary course of business. To the Best Knowledge of Sellers and except as disclosed in Schedule 7.1.10, there are no product liability claims or product recalls for safety reasons pending or threatened in writing against any Consolidated Company (or Sellers or any of Sellers’ Affiliates with respect to the Business) in connection with any products manufactured and/or sold by the Business except where such product liability claims or product recalls would, in each case, not result in a Material Adverse Effect.

7.1.11 Permits. To the Best Knowledge of Sellers and except as disclosed in Schedule 7.1.11, the Consolidated Companies are, subject to the scope of the transfer of governmental approvals and other public licenses and permits in accordance with the terms and conditions of the Contribution Agreements, in possession of all governmental approvals and other public licenses and permits which are necessary to operate the Business in substantially the same fashion or manner as conducted on the Signing Date and the lack of which would, in each case, result in a Material Adverse Effect (herein collectively “Permits”). To the Best Knowledge of Sellers, no event has occurred as a result of which (i) any of the Permits may be revoked, suspended, annulled, or materially modified or restricted or (ii) conditions may be imposed to the Permits, except, in each case, for revocations, suspensions, annulations, modifications, restrictions or conditions which would, in each case, not result in a Material Adverse Effect.

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7.1.12 Compliance with Laws. To the Best Knowledge of Sellers and except as disclosed in Schedule 7.1.12, the Consolidated Companies conduct their Business in all material respects in compliance with all applicable laws and Permits except where the failure to so comply would not, in each case, result in a Material Adverse Effect.

7.1.13 Conduct of Business. To the Best Knowledge of Sellers and except for transactions described or contemplated under this Agreement or disclosed in Schedule 7.1.13, during the period from the Effective Date until the Signing Date, the Consolidated Companies have continued to conduct their respective business operations in all material respects in the ordinary course of business in a manner consistent with past practice, except where the failure to do so would not, in each case, result in a Material Adverse Effect.

7.1.14 Collective Labor Agreements. To the Best Knowledge of Sellers, Schedule 7.1.14 contains a true and complete list of all material collective labor agreements (i.e. agreements which are entered into between a Consolidated Company and a group of employees or a representative body of employees of a Consolidated Company, unless such agreements repeat mandatory statutory law only) which contain limitations for such Consolidated Company to terminate employment agreements for operational reasons (betriebsbedingte Kündigungen).

7.1.15 Effective Date Accounts. The combined interim financial statements (kombinierter Zwischenabschluss) of the Consolidated Companies as of the Effective Date, comprising a balance sheet (Bilanz), an income statement (Gewinn- und Verlustrechnung), a statement of changes in equity (Veränderungen des Eigenkapitals), a statement of cash flows (Kapitalflussrechnung) and certain selected notes (ausgewählte Anhangangaben) for the period starting 01 October 2006 until the Effective Date (herein collectively “Effective Date Accounts”) have been prepared by the management of the Consolidated Companies and reviewed by KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft in accordance with the IDW PS 900 standard, it being understood that (i) the retroactive accounting of the assets received by VDO AG under the SAG Contribution Agreement at fair market value for tax purposes and (ii) the recalculation of the Pension Deficit Amount (as defined in Section 12.2 below) are not reflected in the Effective Date Accounts. Nothing has come to the attention of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft which would justify the assumption that the Effective Date Accounts have, in any material respect, not been prepared in accordance with International Financial Reporting Standards.

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7.1.16 Year-End Accounts. The audited combined financial statements (geprüfter kombinierter Abschluss) of the Consolidated Companies for the financial year ended 30 September 2006 (including comparable period (Vergleichsperiode) 2005), comprising a combined balance sheet (kombinierte Bilanz), a combined income statement (kombinierte Gewinn- und Verlustrechnung), a combined statement of changes in equity (Aufstellung der im kombinierten Eigenkapital erfassten Erträge und Aufwendungen), a combined statement of cash flows (kombinierte Kapitalflussrechnung) and notes (Anhang) (herein “Year-End Accounts”) have been prepared by the management of the Consolidated Companies in accordance with the International Financial Reporting Standards consistently applied and certified by an unqualified audit opinion by KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, and present, based on the facts known at the time of preparation and as of the aforementioned balance sheet date (Bilanzstichtag), a true and fair view (ein den tatsächlichen Verhältnissen entsprechendes Bild) of the assets, liabilities and earnings situation of the Consolidated Companies.

7.1.17 Environmental Liabilities. To the Best Knowledge of Sellers and except as disclosed in Schedule 7.1.17, there exists no Environmental Contamination (as defined below) on the sites owned or operated by the Consolidated Companies which would, in each case, result in a Material Adverse Effect. “Environmental Contamination” means pollutants, contaminants or other dangerous substances as defined in Art. 2 (2) of the European Community Council Directive 67/548 EEC (as amended until the date hereof) which (i) are present in the soil, in the surface water or in the ground water, (ii) pose an imminent endangerment to human life, public health or the environment and (iii) are mandatorily required to be remedied as of the Signing Date pursuant to any environmental laws as applied and enforced as per the Signing Date at the respective location.

7.1.18 No Profit Distribution or Other Payments. During the period from the Effective Date until the Signing Date, none of the Companies has paid any dividend to Sellers or any Sellers’ Affiliates except for any amounts recorded as “dividends declared but unpaid” in the Effective Date Accounts, or made any other cash payments to Sellers or any of Sellers’ Affiliates, except for (i) payments under trade contracts (Verkehrsgeschäfte) between the Companies on the one hand and Sellers or any of Sellers’ Affiliates on the other hand, (ii) payments made under or in connection with the Intercompany Financing Arrangements or the Hedges and (iii) interest payments under the Shareholder Loans in accordance with the terms of the respective loan agreements.

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7.1.19 IT Systems. To the Best Knowledge of Sellers and except as disclosed in Schedule 7.1.19, the IT systems (including without limitation hardware, software and network components) used by the Consolidated Companies as of the Signing Date are owned by, or properly licensed, leased or otherwise supplied to, the Consolidated Companies and substantially adequate for the operational and business requirements of the Consolidated Companies as of the Signing Date, except, in each case, where the incorrectness of any of the foregoing statements would not result in a Material Adverse Effect.

7.1.20 Shareholder Loans. As per the Closing Date, each of the Shareholder Loans constitutes a valid claim in the amount of its principal balance as set forth in Section 1.3.1 and 1.3.2 above of the respective Seller against VDO AG and the aggregate principal balance outstanding under the Shareholder Loans as of Closing Date equals the Shareholder Loan Purchase Price.

7.1.21 Non-Consolidated Companies. As per the Closing Date none of the Companies which are not Consolidated Companies has increased its net financial debt (i) outside of the ordinary course of business or (ii) by more than EUR 15,000,000.00 (in words: Euro fifteen million) in comparison to the average net financial debt shown in its respective year-end accounts of the two (2) preceding business years, except for any financial debt owed to another Company.

7.2 All Schedules referred to in Section 7.1 are collectively referred to as the “Disclosure Schedules”. Sellers do not give or assume any guarantees other than those set forth in Section 7.1 above and none of the Sellers’ Guarantees shall be construed as a guarantee or representation with respect to the quality of the purchase object (Kaufgegenstand) within the meaning of Sections 276 (1), 443 German Civil Code (BGB) (Garantie für die Beschaffenheit der Sache). The Parties agree that if any disclosure of events or documents made in the Disclosure Schedules is below any materiality threshold provided for such disclosure requirement, or contains additional information, such disclosure shall not be used to construe the extent of the required disclosure (including any standard of materiality) pursuant to the relevant Sellers’ Guarantee.

7.3 For the purpose of this Agreement, “Best Knowledge of Sellers” shall mean the actual knowledge (positive Kenntnis) of Messrs. Wolfgang Dehen, Klaus Egger, Helmut Matschi and Reinhard Pinzer (herein “Management Team”) which they had as of the Signing Date in relation to the Sellers’ Guarantees. The Best Knowledge of the Management Team includes the knowledge which the Management Team obtained after they have carried out prior to the Signing Date a due enquiry process involving the individuals listed in Exhibit 7.3 with regard to the specific Sellers’ Guarantees identified in Exhibit 7.3.

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7.4 For the purpose of this Agreement, “Material Adverse Effect” shall mean any change or effect that results, in each single event, in Losses (as defined in Section 9.1 below) of the Consolidated Companies in excess of EUR 30,000,000.00 (in words: Euro thirty million) it being understood that a series of events based on the same factual origin (gleicher Lebenssachverhalt) shall constitute a single event.

8. Guarantees of Purchaser and Guarantor

Each of Purchaser and Guarantor guarantees (as joint and several debtors) (Gesamtschuldner) as of the Signing Date:

8.1 Enforceability, No Conflict. Purchaser is a limited liability company duly organized and validly existing under the laws of Germany registered with the commercial register (Handelsregister) maintained at the lower court (Amtsgericht) of Hanover under HRB 59424. Guarantor is a stock corporation duly organized and validly existing under the laws of Germany registered with the commercial register (Handelsregister) maintained at the lower court (Amtsgericht) of Hanover under HRB 3527. This Agreement constitutes the legal, valid and binding obligation of Purchaser and Guarantor, enforceable against Purchaser and Guarantor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally. Purchaser and Guarantor have the absolute and unrestricted right, power, authority, and capacity to execute this Agreement and to perform their obligations under this Agreement, which actions have been duly authorized and approved by all necessary corporate action of Purchaser and Guarantor. Except for the Antitrust Clearances, Purchaser and Guarantor are not required to give any notice to any person or obtain any consent or governmental authorization in connection with the execution of this Agreement by Purchaser and Guarantor. Neither the execution of this Agreement nor the consummation or performance of any of the transactions contemplated thereby will directly or indirectly violate the certificate of incorporation or by-laws or any contract of Purchaser and Guarantor or violate any applicable law, rule, regulation, judgment, injunction, order or decree in any jurisdiction concerned under this Agreement.

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8.2 Litigation. There is no action, suit, investigation or proceeding pending against, or to the knowledge of Purchaser and Guarantor, as of the Signing Date, threatened against or affecting Purchaser and Guarantor before any court or arbitrator or governmental body, agency or official body which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated under this Agreement.

8.3 Financial Capability. As of the Closing Date, Purchaser will have sufficient immediately available funds or binding and unconditional and irrevocable financing commitments to pay the Purchase Price and the Preliminary Intercompany Loan Purchase Price.

8.4 Finders’ Fees. Purchaser and Guarantor do not have any obligation or liability to pay any fees or commissions to any broker, finder or agent with respect to the transaction contemplated under this Agreement for which Sellers could become wholly or partly liable.

8.5 Acquisition at Own Account. Purchaser is acquiring the Business for investment at Purchaser’s own account, and neither as a nominee nor an agent nor with a view to the resale or distribution of any material part thereof (i.e. a part of the Business with a fair market value exceeding EUR 500,000,000.00 (in words: Euro five hundred million) in the individual case) after the Closing Date, and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Business to a third party. Purchaser has not entered, and has no present intention to enter, into any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Business or any part thereof.

9. Remedies

9.1 In the event of any breach or non-fulfillment by Sellers of any of Sellers’ Guarantees or Sellers’ Covenants (as defined in Section 11.11 below) contained in this Agreement (herein “Purchaser Claim”), Sellers shall be liable for putting Purchaser, or, if in the best interest of the Companies, the respective Company into the same position that it would have been in if the Sellers’ Guarantees or Sellers’ Covenants had been correct or had not been breached (Naturalrestitution), or, at the election of Purchaser, to pay damages for non-performance (kleiner Schadenersatz). For purposes of determining the liability of Sellers, all losses incurred by the respective Company or Purchaser in accordance with Section 249 et seq. German Civil Code (BGB), excluding however (i) any potential or actual reduction (Minderung) in value of the Companies beyond the actual damage incurred, (ii) any consequential damages (Folgeschäden) unless such consequential damages are specifically covered by the purpose and intent of the respective Sellers’ Guarantee or Sellers’ Covenant (vom Sinn und Zweck der betreffenden Garantie oder Verkäuferverpflichtung spezifisch erfasst), (iii) any lost profits (entgangener Gewinn), (iv) any frustrated expenses (vergebliche Aufwendungen) or (v) any incidental or internal costs and expenses incurred by the Companies or Purchaser, shall be taken into account, it being understood that all relevant losses shall be calculated on a Euro-for-Euro basis (herein “Losses”).

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9.2 If and to the extent damages are paid to any of the Companies, such payments shall, to the extent legally permissible, be construed and deemed as contributions (Einlagen) made by Purchaser into the respective Company and shall be treated as a reduction of the Purchase Price as between the Parties. In no event Sellers shall owe to Purchaser a gross-up for Taxes (as defined in Section 10.1 below) falling due on a Purchaser Claim compensation. If and to the extent a Purchaser Claim relates to a Company in which Sellers, immediately prior to the Closing, directly or indirectly hold less than one hundred (100) percent of the total equity, the amount of Losses to be paid by Sellers hereunder shall be the total amount of Losses incurred by the respective Company multiplied by the direct or indirect shareholding percentage of Sellers immediately prior to the Closing.

9.3 In the event of an alleged Purchaser Claim, Purchaser will give Sellers written notice of the alleged breach or non-fulfillment of the respective Sellers’ Guarantee or Sellers’ Covenant, as the case may be, with such notice stating the nature thereof and the amount involved to the extent that such amount has been determined at the time when such notice is given, without undue delay (unverzüglich) after discovery of such breach or non-fulfillment. Without prejudice to the validity of the Purchaser Claim or alleged claim in question, Purchaser shall allow, and shall cause the Companies to allow, Sellers and their accountants and professional advisors to investigate the matter or circumstance alleged to give rise to such Purchaser Claim, and whether and to what extent any amount is payable in respect of such Purchaser Claim and, for such purpose, Purchaser shall give, and shall cause the Companies to give, subject to them being paid their reasonable out-of-pocket costs and expenses, such information and assistance reasonably necessary to assess the Purchaser Claim, including access to Purchaser’s and the Companies’ premises and personnel and the right to examine and copy or photograph any assets, accounts, documents and records, as Sellers or their accountants or professional advisors may reasonably request in a manner which reasonably avoids the risk of a breach by Purchaser or any of its Affiliates (including the Companies) of any confidentiality obligation, provided that any such information requests and any exchange of information shall take place during regular business hours and under reasonable circumstances without interference with the business operations of the Guarantor and its Affiliates (including the Companies) and in compliance with applicable laws. Sellers agree that all information obtained under this Section 9.3 shall be treated as Confidential Information (as defined in Section 18.2 below). This provision shall also apply in case court or arbitration proceedings are pending between the Parties.

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9.4 Sellers shall not be liable for, and Purchaser shall not be entitled to bring, any Purchaser Claim under or in connection with this Agreement, if and to the extent that:

9.4.1 the matter to which the Purchaser Claim relates has been taken into account (i) in the Effective Date Accounts by way of a provision (Rückstellung) reasonably associated with the matter in question, liability (Verbindlichkeit), exceptional depreciation (außerplanmäßige Abschreibung) or depreciation to reflect lower market values (Abschreibung auf den niedrigeren beizulegenden Wert) or (ii) in the Equity Value Bridge;

9.4.2 the amount of the Purchaser Claim is recovered or could have been reasonably recovered from a third party or under an insurance policy in force on the Effective Date;

9.4.3 the payment or settlement of any item giving rise to a Purchaser Claim results in a Tax Benefit (as defined in Section 10.2.2 below) to the Companies or Purchaser;

9.4.4 Purchaser or any of the Companies has, after the Closing Date, participated in causing (mitverursacht) such Purchaser Claim within the meaning of Section 254 (1) German Civil Code (BGB) or has failed to comply with its duty to mitigate damages pursuant to Section 254 (2) German Civil Code (BGB);

9.4.5 the matter to which the Purchaser Claim relates was known by Purchaser, Guarantor or their representatives or professional advisors as of the Signing Date; without limiting the generality of the foregoing, Purchaser shall be deemed to have knowledge of all matters disclosed in:

9.4.5.1 any information received by Purchaser in writing or text form (Textform) within the meaning of Section 126b German Civil Code (BGB) or provided to Purchaser in electronic form or by other media in connection with the transactions contemplated under this Agreement, in particular (i) any presentation materials delivered (ausgehändigt) to the representatives of Purchaser or Guarantor at any management presentation or expert meeting and (ii) any answers given by Sellers or their representatives to any questions raised by Purchaser, its Affiliates, representatives, officers, employees or professional advisors;

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9.4.5.2 the documents contained in the data room (herein “Data Room”), an electronic copy of which will be set aside and preserved by the acting notary for a period of five (5) years after the Closing Date in accordance with a joint instruction letter attached hereto as Exhibit 9.4.5.2, provided that the relevant information was disclosed therein in a manner and in such detail to enable Purchaser, Guarantor or their representatives and professional advisors to reasonably appreciate the significance of the matter disclosed; or

9.4.5.3 the Disclosure Schedules or elsewhere in this Agreement;

9.4.6 the Purchaser Claim results from or is increased by the passing of, or any change in, after the Effective Date, any law, statute, ordinance, rule, regulation, common law rule or administrative practice of any government, governmental department, agency or regulatory body; or

9.4.7 the procedures set forth in Sections 9.3 or 9.6 were not observed by Purchaser or the Companies, unless the liability of Sellers was not increased as a result of such failure to comply with the procedures set forth in Sections 9.3 or 9.6.

9.5 When calculating the amount of the liability of Sellers under this Agreement all advantages in connection with the relevant matter shall be taken into account (Vorteilsausgleich) and Sellers shall not be liable under this Agreement in any respect of any Purchaser Claim for any losses suffered by Purchaser or the Companies to the extent of any corresponding savings by or net benefit to the Purchaser or any Affiliate of Purchaser arising therefrom.

9.6 If (i) an order of any governmental authority (Behörde) is issued or threatened to be issued against Purchaser or any of the Companies or (ii) any of the Companies or Purchaser is sued or threatened to be sued by a third party, including without limitation any governmental authority (herein “Third Party Claim”), in each case in a manner which may reasonably be expected to give rise to a Purchaser Claim, Purchaser shall give Sellers notice of such Third Party Claim without undue delay (unverzüglich) and the following principles shall apply:

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9.6.1 Purchaser shall procure (bewirken) that Sellers shall be provided with all information relevant in relation to the Third Party Claim and shall be given reasonable opportunity to comment or discuss with Purchaser any measures which Sellers propose to take or to omit in connection with a Third Party Claim. In particular, Sellers shall be given an opportunity to comment on, participate in, and review any reports and all relevant Tax and social security audits or other measures and shall receive copies of all relevant orders (Bescheide) of any authority without undue delay (unverzüglich), but in any event at least ten (10) days prior to the expiry of any relevant objection period (Einspruchs- oder Widerspruchsfrist).

9.6.2 No admission of liability shall be made by or on behalf of Purchaser or the Companies and the Third Party Claim shall not be compromised, disposed of or settled without the prior written consent of Sellers.

9.6.3 Sellers agree that all information obtained under this Section 9.6 shall be treated as Confidential Information pursuant to Section 18 below.

9.6.4 To the extent that Sellers are in breach of a Sellers’ Guarantee or Sellers’ Covenant, all costs and expenses reasonably incurred by Sellers in defending such Third Party Claim shall be borne by Sellers; if it turns out that Sellers were not in breach, any costs and expenses reasonably incurred by Sellers in connection with the defense shall be borne by Purchaser.

Section 10.8 operates as lex specialis.

E. TAX INDEMNITY10. Tax Indemnity

10.1 “Tax” or “Taxes” shall mean:

10.1.1 with respect to the Companies, any non-appealable (formell bestandskräftig) taxes and customs duties (Zölle) within the meaning of Section 3 of the German Tax Code (AO) (Steuern und steuerliche Nebenleistungen) or equivalent taxes under the laws of any other jurisdiction together with any penalties, fines, interests or additions thereto and social security contributions (Sozialversicherungsbeiträge), irrespective whether the Tax is assessed or to be withheld or payable by law; and

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10.1.2 any of the aforementioned listed payments imposed on Purchaser or a Company as a secondary liability (Haftungsschuld);

but excluding in any case, for the avoidance of doubt, deferred taxes and/or notional tax losses (such as reductions of loss carry forwards or future depreciation).

10.2 Sellers shall, subject to the provisions of this Section 10, indemnify and hold harmless Purchaser and the Companies from and against any Taxes (as defined below) which are imposed on the Companies under applicable laws and relate to taxable periods (Veranlagungszeiträume) ending on or before the Effective Date (herein “Tax Indemnification Claim”). Sellers shall not be responsible for, and Purchaser shall not be entitled to bring any Tax Indemnification Claim, if and to the extent:

10.2.1 liabilities (Verbindlichkeiten) or provisions (Rückstellungen) for Taxes of the Companies are included in the Effective Date Accounts, it being understood, that such liabilities and/or provisions may be applied and credited against any claim by Purchaser under Section 10.1 above irrespective of whether such liability or provision relates to the specific Tax giving rise to such claim;

10.2.2 Purchaser, any of the Companies or any of their respective Affiliates are entitled to any benefits in respect of Taxes, including (without limitation) benefits resulting from the lengthening of any amortization or depreciation periods, higher depreciation allowances, a step-up in the Tax basis of assets, the non-recognition of liabilities or provisions (Phasenverschiebung) (herein collectively “Tax Benefits”) as the result of an adjustment or payment giving rise to a Tax Indemnification Claim, it being understood that the corresponding Tax Benefits shall reduce the Tax Indemnification Claim (i) in the full amount if and to the extent the Tax Benefits arise in periods prior to the Effective Date or (ii) in the amount of the net present value of the Tax Benefits if and to the extent the Tax Benefits arise in periods after the Effective Date whereby the net present value shall be calculated on the basis of (a) the Tax rate applicable in the year in which the Tax Benefit arises in the relevant jurisdiction, (b) an equal distribution of the reverse effect over eight (8) years in the case of pension provisions, five (5) years in the case of fixed assets and one (1) year in the case of current assets and other liabilities and (c) an applied discount rate of five (5) percent per annum;

10.2.3 the amount of the Taxes is recovered or could have been recovered from a third party after the Closing Date;

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10.2.4 the amount of the Taxes results from (i) any change in the accounting and taxation principles or practices of the Companies (including methods of submitting Tax returns) introduced after the Closing Date, (ii) any transaction, action or omission (including but not limited to the change in the exercise of any Tax election right, the termination of any Tax consolidation scheme, the approval or implementation of any reorganization measure or the sale of any asset) taken by Purchaser or the Companies after the Closing Date unless such transaction, action or omission is required by applicable mandatory laws or implemented with the prior written consent of Sellers or (iii) a non-compliance with the procedures of Sections 10.7 and 10.8 below, unless the liability of Sellers under this Section 10 was not increased as a result of such failure to comply with the procedures set forth in Section 10.7 and 10.8 below; or

10.2.5 each individual Tax Indemnification Claim does not exceed EUR 1,000,000.00 (in words: Euro one million), whereby individual claim shall mean a claim for a specific type of Tax (Steuerart) for a specific taxable period (Veranlagungszeitraum).

10.3 Purchaser shall pay to Sellers (i) any refunds of Taxes relating to the Business and received by Purchaser, any of the Companies or any of their respective Affiliates by receipt of cash payment, set-off, deduction or otherwise, which relate to periods ending on or before the Effective Date (herein “Tax Refunds”), except where the respective claims for Tax Refunds are shown in the Effective Date Accounts, and (ii) an amount equal to any unused Tax liability (Verbindlichkeit) or Tax provision (Rückstellung) of any of the Companies as shown in the Effective Date Accounts which may be dissolved as a result of a non-appealable decision by any Tax authority, except to the extent that such Tax provision has been set off against any Tax Indemnification Claim. Purchaser shall notify Sellers in writing without undue delay (unverzüglich), but in no case later than ten (10) Business Days, of any relevant decision by the Tax authority resulting in a Tax Refund. Any amount payable to Sellers pursuant to this Section 10.3 shall be due and payable within seven (7) Business Days after the relevant decision of the Tax authority resulting in a Tax Refund. Section 10.2.5 shall apply mutatis mutandis with respect to the Tax Refunds owed by Purchaser to Sellers under this Section 10.3.

10.4 If and to the extent the taxable income of the Companies for periods ending on or before the Effective Date is increased after the Closing Date by the Tax authorities and such increase of the taxable income does not result in an actual Tax payment of the Companies due to the fact (i) that Taxes on the taxable income of the relevant Company are assessed directly against a Seller or a Sellers’ Affiliate due to the existence of a fiscal unity (Organschaft) or similar tax consolidation scheme or (ii) the increase of the taxable income of the Company results in a reduction of a loss carry forward of any of Sellers or a Sellers’ Affiliate or a reduction of a loss carry forward attributed to any of Sellers or a Sellers’ Affiliate due the existence of a fiscal unity or similar tax consolidation scheme, Purchaser shall compensate and indemnify Sellers by way of payment of an amount calculated in accordance with the principles set out in Section 10.2.2 above for any Tax Benefits of Purchaser, the Companies or their Affiliates in periods beginning after the Effective Date.

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10.5 Purchaser shall indemnify and hold harmless Sellers and Sellers’ Affiliates from and against any Taxes:

10.5.1 relating to periods after the Effective Date (in particular to taxable periods or portions thereof between the Effective Date and the Closing Date) which are payable by any of Sellers or Sellers’ Affiliates for the account of the Companies or the Business, in particular for the Chinese Carve-out Business and the Indian Carve-out Business, but with the exception of Taxes levied on capital gains or income caused solely by the carve-out of the Chinese or Indian Business, including, for the avoidance of doubt, value added tax (Umsatzsteuer) paid by any of Sellers or Sellers’ Affiliates for the account of the Companies under the fiscal unity for value added tax (Umsatzsteuer) in Germany, the calculation of such Taxes to be made in accordance with the applicable provisions of this Agreement, in particular Section 10.6 below;

10.5.2 which (i) are owed by any of Sellers or any of Sellers’ Affiliates and result, directly or indirectly, from profit or income derived through or any other taxable event realized by the Business, in particular the Indian Carve-out Business and the Chinese Carve-out Business (but with the exception of Taxes levied on capital gains or income caused solely by the carve-out of the Chinese or Indian Business), on or after the Effective Date or (ii) would be owed by any of Sellers or any of Sellers’ Affiliates based, directly or indirectly, on profit or income derived through, or on any other taxable event realized by the Business (but with the exception of Taxes levied on capital gains or income caused solely by the carve-out of the Chinese or Indian Business) on or after the Effective Date if such taxable event were not neutralized by other events realized by other operations than the Business (such as e.g. losses suffered by the relevant Seller or the Sellers’ Affiliate through operations other than the Business), it being understood that the amount of Taxes which a Seller is to be indemnified from and against under this Section 10.5.2 shall in each case be calculated as if the Indian Carve-out Business or the Chinese Carve-out Business, as the case may be, constituted a stand-alone entity being subject to Tax (Steuersubjekt) as of the Effective Date;

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10.5.3 relating to periods prior to the Effective Date which have been paid by a Seller or Sellers’ Affiliate, if and to the extent the corresponding income item or benefit is received or realized by the Companies after the Effective Date; or

10.5.4 which are payable by a Seller or Sellers’ Affiliate and result from (i) any change in the accounting and taxation principles or practices of the Companies (including methods of submitting Tax returns) introduced after the Closing Date; or (ii) any transaction, action or omission taken by Purchaser or the Companies after the Closing Date, including but not limited to (a) the change in the exercise of any Tax election right, (b) the termination of any Tax consolidation scheme or (c) the approval or implementation of any reorganization measure or (d) the sale of any asset, with respect to each measure, unless executed with the prior written consent of Sellers.

10.6 With regard to Tax periods beginning before the Effective Date and ending after the Effective Date, the portion of Taxes related to the time period (Zeitraum) ending on (and including) the Effective Date (herein “Pre-Effective Date Obligation”), and the portion of Taxes related to the time period (Zeitraum) beginning after the Effective Date (herein “Post-Effective Date Obligation”), shall be determined as follows:

10.6.1 In the case of Taxes other than Taxes based upon or related to income, sales, transfers, gross receipts, wages, capital expenditures, expenses or any similar Tax base, such portion shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the denominator of which is the number of days of the entire Tax period and the numerator of which is (i) in the case of a Pre-Effective Date Obligation the number of days of the portion of such period ending on (and including) the Effective Date, and (ii) in case of a Post-Effective Date Obligation the number of days of the portion of such period beginning after the Effective Date.

10.6.2 In the case of any Taxes based upon or related to income, sales, gross receipts, wages, capital expenditures, expenses or any similar Tax base, such portion shall be deemed equal to the amount that would be payable if (i) the relevant Tax period ended on the Effective Date in case of a Pre-Effective Date Obligation, or (ii) started after the Effective Date in case of a Post-Effective Date Obligation.

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As far as consistent with applicable law and accounting standards, all determinations necessary to give effect to the allocations under this Section 10.6 shall be made in a manner consistent with past practice of the Business.

10.7 The Parties agree to fully cooperate with each other in connection with any Tax matter relating to any time periods ending on or before the Closing Date, including the preparation and filing of any Tax return and transfer pricing documentation. Such cooperation shall include, without limitation, providing or making available during normal business hours and at the expense of Sellers (excluding, however, any internal costs of Purchaser and the Companies) of all relevant books, records and documentation and the assistance of officers and employees. The Parties agree to retain, until the expiration of any applicable statute of limitation, all books, records and documentation relating to the Companies or the Business that may be relevant in connection with any audit or investigation for which Sellers may be responsible hereunder and, during normal business hours and at the expense of Sellers (excluding, however, any internal costs of Purchaser and the Companies); to provide access to electronic data if and to the extent required by applicable laws. Tax returns of the Companies relating to a period beginning before the Closing Date shall not be filed, amended or changed by Purchaser or the Companies without the prior written consent of Sellers, such consent not to be unreasonably withheld, and, except if required by mandatory law, it being understood that the terms of the Contribution Agreements relating to Tax matters shall remain unaffected. The Sellers will use reasonable efforts to provide a document to the Purchaser prior to the Closing Date which contains a list of tainted shareholdings and other matters with potential detrimental or adverse impact on, or in connection with, future restructuring of the Business.

10.8 Purchaser shall procure (bewirken) that Sellers are informed of all Tax assessments and announcements of Tax audits or any other facts or circumstances which may give rise to a Tax Indemnification Claim. The Parties agree on the following:

10.8.1 Purchaser shall, and shall procure that the Companies shall, forward to Sellers without undue delay (unverzüglich) but in no case later than within ten (10) Business Days after receipt by Purchaser and/or the relevant Company copies of any correspondence of and with the Tax authorities relating to a potential or alleged Tax Indemnification Claim. Each notification shall be in writing and copies of any documents related thereto and not yet known to Sellers shall be attached to such correspondence. Purchaser shall, at the expense of Sellers (excluding, however, any internal costs of Purchaser and the Companies), (i) grant, and shall ensure that the relevant Company grants, Sellers and Sellers’ advisors the right to participate in meetings, discussions and correspondence with the Tax authorities, including in the case of Tax audits the right to attend any formal meetings with the Tax auditor (the final meeting pursuant to Section 201 German Fiscal Code (AO) or comparable foreign provisions), (ii) request, and shall ensure that each relevant Company requests, that the relevant Tax auditor provide questions in writing and that such questions be forwarded without undue delay (unverzüglich) to Sellers for Sellers’ evaluation and comments, and (iii) duly incorporate, and shall ensure that each relevant Company incorporates in its statements to the Tax authorities any comments Sellers may have, unless such comments are in violation of applicable laws.

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10.8.2 Purchaser shall not, and shall ensure that Companies shall not, (i) settle, concede or give their consent to the findings of any and all Tax audits relating to time periods ending on or before the Effective Date and (ii) make an admission of liability, compromise or settlement of a Third Party Claim by Tax or other governmental authorities without the prior written consent of Sellers unless Purchaser waives its claims under this Section 10 with respect to the findings or Third Party Claims in question.

10.8.3 Purchaser shall procure (bewirken) that, upon the request of Sellers and at the expense of Sellers (excluding, however, any internal costs of Purchaser and the Companies), objections are filed and legal proceedings are instituted and conducted against any orders, audits, decrees or judgments in accordance with Sellers’ directions. Alternatively, Sellers may elect, at any time, to direct, through counsel of its own choice and at their own expense, any reasonable actions including, without limitation, legal remedies to be taken with respect to any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to taxable periods or portions thereof ending on or before the Effective Date, or any refunds, credits or other benefits to which Sellers may be entitled pursuant to this Section 10 (herein collectively “Contest”).

10.8.4 If Sellers elect to direct a Contest, then (i) Sellers shall within fifteen (15) Business Days after having been notified by Purchaser of a Tax Indemnification Claim notify Purchaser of its intent to do so, (ii) Purchaser shall cooperate and follow Sellers’ instructions and shall cause the Companies or their respective successors to cooperate and follow Sellers’ instructions in each phase of such Contest, and (iii) Purchaser shall without undue delay (unverzüglich) , but in no case later than ten (10) Business Days, empower and shall cause the Companies or their respective successor promptly to empower (by power of attorney and such other documentation as may be necessary and appropriate and as prepared by Sellers) the designated representatives of Sellers to represent the relevant Company or their successor in the Contest insofar as the Contest involves an asserted Tax liability relating to taxable periods or portions thereof ending on or before the Effective Date, or any refunds, credits or other benefits to which Sellers may be entitled pursuant to this Section 10. Further, Purchaser shall procure that Sellers shall be promptly provided with all relevant information and/or documents regarding services delivered or services received for the period during which the Companies formed part of a value-added Tax group with any of Sellers or Sellers’ Affiliate.

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10.9 If Purchaser fails to comply with any of its obligations under this Section 10, or denies fulfilment of such obligations, Purchaser shall indemnify and hold harmless Sellers and Sellers’ Affiliates from and against any Taxes and any and all direct or indirect disadvantages or damages of Sellers or Sellers’ Affiliates (e.g. the findings of a Tax audit, including but not limited to the determination of additional income allocated to Sellers or any other result of a Tax audit) which may result from such non-compliance or denial.

10.10 Section 9.2 shall apply mutatis mutandis.

10.11 Even if the Purchaser is aware or could be aware of a fact or circumstance that gives or can give rise for an indemnification obligation of the Sellers under this Section 10, Sellers shall not be released from any of their obligations set forth in this Section 10. Section 442 German Civil Code (BGB) and Section 377 German Commercial Code (HGB) shall not apply.

F. SELLERS’ COVENANTS AND OTHER UNDERTAKINGS

11. Sellers’ Covenants

11.1 For the period between the Signing Date and the Closing Date, Sellers shall, to the extent legally permissible, use best efforts that the Companies shall continue to operate the Business substantially consistent with past practice, except in each case, where any failure to do so would not result in a Material Adverse Effect.

11.2 For the period between the Signing Date and the Closing Date, Sellers shall not:

11.2.1 Resolve, pay or make any dividends or other distributions (whether by reduction of capital or redemption (Einziehung) or purchase of shares or otherwise) to be paid or made by any of the Companies to Sellers or any of Sellers’ Affiliates;

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11.2.2 cause VDO AG to repay the principal balance of any of the Shareholder Loans in whole or in part or accept any such repayments from VDO AG;

11.2.3 increase or reduce the share capital of VDO AG (including but not limited to increases of the conditional capital (bedingtes Kapital) and/or authorized capital (genehmigtes Kapital)) or repurchase or redeem (einziehen) any of the Shares, issue any bonds (Schuldverschreibungen), including, without limitation, bonds, providing for conversion rights (Wandlungsrechte) or subscription rights (Bezugsrechte) or option rights (Optionsrechte) under option schemes for shares in VDO AG; or

11.2.4 pass resolutions in the shareholder’s meeting of VDO AG regarding any amendment of the articles of association of VDO AG or which require a qualified majority (qualifizierte Mehrheit) of seventy-five (75) percent of the votes cast except as provided in this Agreement.

11.3 For the period between the Signing Date and the Closing Date, Sellers shall, to the extent legally permissible, use best efforts that the Consolidated Companies shall, except as disclosed in Exhibit 11.3 or with the prior consent of Purchaser (which shall not be unreasonably withheld and not be delayed for more than five (5) Business Days), not:

11.3.1 permit any of its Material Assets or Material Intellectual Property Rights to be subjected to any mortgage, pledge, lien, security interest or encumbrance, except for those arising by operation of law or in the ordinary course of business;

11.3.2 make any material capital expenditure (i.e. exceeding an amount of EUR 15,000,000.00 (in words: Euro fifteen million)) or commitment therefore, except (i) pursuant to contracts or commitments existing on the Signing Date, or (ii) for measures already included in the capital expenditure budget as shown in Exhibit 11.3.2 (herein “Capex Plan”);

11.3.3 incur any incremental (zusätzliche) liability for borrowed money outside the ordinary course of business or in excess of EUR 15,000,000.00 (in words: Euro fifteen million) in the individual case or to issue any guarantee for obligations or liabilities of any third party (other than a Company), in each case excluding (i) liabilities for borrowed money or guarantees towards any other Company, (ii) liabilities for borrowed money or guarantees to be incurred or issued in the ordinary course of business and in amounts and on terms consistent with past practice and (iii) liabilities for borrowed money or guarantees to be incurred or issued in connection with contracts or commitments existing on the Signing Date or already approved in the relevant budget or the Capex Plan;

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11.3.4 grant any increase in wages, salaries, bonus, extra compensation, pension, severance pay or other remuneration of any directors or employees other than increases (i) which are provided by collective bargaining agreements (Tarifverträge) or references to such bargaining agreements in the individual employment contracts or (ii) which are granted in the ordinary course of business consistent with past practice;

11.3.5 cancel or waive any claims or rights with an individual market value in excess of EUR 3,000,000.00 (in words: Euro three million) or settle (vergleichen) any pending court or administrative proceedings, including arbitration proceedings, with a litigation value (Streitwert) in excess of EUR 3,000,000.00 (in words: Euro three million);

11.3.6 enter into any new collective bargaining agreement (Tarifvertrag) outside the ordinary course of business and with the exception of industry wide collective bargaining agreements;

11.3.7 enter into any real property transaction involving contractual obligations with a net present value in excess of EUR 15,000,000.00 (in words: Euro fifteen million) in the individual case;

11.3.8 sell the Business in whole or any material parts thereof (i.e. a part of the Business with a fair market value exceeding EUR 50,000,000.00 (in words: Euro fifty million) in the individual case);

11.3.9 perform transactions under the German Transformation Act (UmwG) involving any Consolidated Company as a party thereto;

11.3.10 make payments other than under service agreements or on account of trade payables to, or incur non-trade liabilities vis-à-vis, any of Sellers or Sellers’ Affiliates exceeding EUR 3,000,000.00 (in words: Euro three million) in the individual case, except for such payments or liabilities in the ordinary course of business or under the Shareholder Loans or Intercompany Financing Arrangements;

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11.3.11 waive or release any indebtedness, liability or obligation or other payment owed to any Company by any of Sellers or Sellers’ Affiliates outside the ordinary course of business; or

11.3.12 agree, whether or not in writing, to do any of the foregoing.

11.4 Sellers agree that, prior to the Closing Date, Purchaser shall, to the extent legally permissible and subject to Sellers’ consent, which shall not be unreasonably withheld or delayed, be entitled to receive such information on the Business (including copies of documents, accounts and records) as it reasonably requests for the purpose of preparing the Closing. Any such information requests and any exchange of information shall take place during regular business hours and under reasonable circumstances without interference with the business operations of any of the Companies and in full compliance with applicable laws. Information requests shall be exclusively addressed to the individuals who shall be identified by Sellers and communicated to Purchaser within five (5) Business Days after the Signing Date.

11.5 The Parties are in agreement that the service level agreements for the services listed in Exhibit 11.5 hereto (herein “Terminating Services”) between the Companies on the one hand and Sellers or Sellers’ Affiliates on the other hand shall be terminated on or prior to the Scheduled Closing Date with effect as of the Closing Date provided, however, that the Parties shall agree in good faith on procedures for a reasonable support of Purchaser and the Companies in the area of the Terminating Services by Sellers and Sellers’ Affiliates for a reasonable period of time after the Closing Date, if and to the extent required for a reasonable transition. With respect to all other service level agreements and all other agreements and internal arrangements for the provision of services, the lease of premises or the delivery of goods (excluding, for the avoidance of doubt, the Contribution Agreements, the Intercompany Financing Arrangements and the Shareholder Loans) existing or to be entered into between the Companies on the one hand and Sellers or Sellers’ Affiliates on the other hand, the Parties agree to discuss in good faith the conclusion, amendment, termination or continuation at substantially unchanged terms of such service level agreements after the Signing Date and to use best efforts to cause their respective Affiliates to implement such conclusion, amendment, termination or continuation.

11.6 Sellers shall procure (bewirken) that as soon as reasonably practicable (i) the Capital Increases shall be registered with the commercial register (Handelsregister) maintained at the lower court (Amtsgericht) of Regensburg in accordance with the terms of the resolutions of the shareholders meeting of VDO AG dated 23 May 2007 and the Contribution Agreements, (ii) all steps required for the implementation of the Contribution Agreements shall be consummated, (iii) the Chinese Carve-out Business shall be transferred to the Chinese Carve-out Companies in accordance with Section 1.6.1 above, and (iv) the Indian Carve-Out Business shall be transferred to Indian NewCo in accordance with Section 1.6.2 above. The Parties are in agreement that the obligations of Sellers to take certain actions to implement the Contribution Agreements shall not lapse on 30 September 2007, but continue until the Closing Date (if later). To the extent further steps shall be reasonably required after the Closing Date to implement the Contribution Agreements, the Parties shall discuss in good faith with a view to agree on the taking of such further steps by Sellers, the Companies and Purchaser.

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11.7 Sellers shall, and shall procure (bewirken) that the relevant Sellers’ Affiliates shall, timely consult with Purchaser and its advisers with regard to all material contemplated steps, including, without limitation, (i) the passing of shareholders resolutions of VDO AG, (ii) the amendment of the Contribution Agreements and/or any other sale, contribution, transfer or similar agreements relating to the transfer of the Business to the Companies entered into between Sellers and Sellers’ Affiliates on the one hand and the Companies on the other hand (herein “Carve-Out Agreements”), and (iii) the general allocation of personnel, in each case with a view to implement the contribution of the Business to VDO AG and the Companies in accordance with the terms and conditions of the Contribution Agreements and the Carve-Out Agreements.

11.8 Sellers shall procure (bewirken) that no more than the equivalent of three hundred (300) full time employees shall transfer to any of the Companies pursuant to Section 12.8 of the SAG Contribution Agreement (herein collectively “Transferring Employees”). Notwithstanding Section 12.8.1 lit. a) of the SAG Contribution Agreement, Seller 1 shall consult with VDO AG and, to the extent permitted by law, Purchaser with respect to the identity of the Transferring Employees, it being understood that the identification of the Transferring Employees shall be in Seller 1’s sole discretion.

11.9 If and to the extent any intellectual property rights which were exclusively applicable to the Business prior to 01 June 2007 and are owned by Seller 1, but have not been transferred to VDO AG under the SAG Contribution Agreement by apparent omission or mistake (offensichtliches Versehen), the Parties shall procure (bewirken) that such omission or mistake shall be corrected without undue delay (unverzüglich) in accordance with the terms and conditions of the SAG Contribution Agreement and without further consideration.

11.10 Seller 1 hereby grants its consent (Zustimmung), in accordance with Section 4 of the SIBUSA Contribution Agreement and Section 4 of the SIH Contribution Agreement to the execution of any sales, share transfers and reorganizations to the extent they result in all shares in Siemens VDO Holding Inc. being held by one party.

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11.11 The covenants of Sellers contained in Sections 11.1 through 11.3 shall herein be referred to as “Sellers’ Conduct Covenants” and the covenants of Sellers contained in Sections 11.4 through 11.10 shall herein be referred to as “Sellers’ Other Covenants” and the Sellers’ Conduct Covenants and the Sellers’ Other Covenants are herein collectively referred to as “Sellers’ Covenants”.

12. Pension Funding Obligation

12.1 The Parties are in agreement that the Pension Deficit Amount (as defined in Section 12.2 below) of the Consolidated Companies existing as of the Effective Date shall be determined on the basis of an independent actuarial valuation as of the Effective Date and shall be settled by Sellers and Sellers’ Affiliates in accordance with this Section 12.

12.2 The “Pension Deficit Amount” shall be the difference between the DBO Amount and the Pension Asset Value whereby the

12.2.1 “DBO Amount” shall be the value existing on the Effective Date of the Post Employment Benefit Obligations (as defined in Section 12.2.2 below) in respect of current and former (deferred vested and retirees) employees of the Consolidated Companies (herein “Relevant Employees”);

12.2.2 “Post Employment Benefit Obligations” shall mean any and all obligations of any of the Consolidated Companies relating to or in connection with the payment of (i) pensions (and lump sums payable in addition to, or by commutation of, pension on retirement), (ii) post retirement medical benefits (OPEB), (iii) deferred compensation and (iv) termination indemnities (Abfertigungen) as applicable in Austria and Italy (TFR) and/or (v) survival benefits as applicable in Germany (Übergangsgeld und Sterbegeld);

12.2.3 “Pension Asset Value” shall be the market value existing on the Effective Date of the pension assets held for the account of the Consolidated Companies (e.g. transferring plan vehicles, dedicated bank accounts for pension cash, deferred contribution funds, and the assets to be transferred to VDO AG under Section 12.6 of the SAG Contribution Agreement).

12.3 Seller 1 has commissioned BodeHewitt AG & Co. KG (herein “BodeHewitt”) to calculate the Pension Deficit Amount of the Consolidated Companies as of the Effective Date subject to following calculation methodology:

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12.3.1 the DBO Amount shall be the defined benefit obligation (DBO), representing the actuarial present value of the Post Employment Benefit Obligations generated by service of the Relevant Employees up to the Effective Date;

12.3.2 the DBO Amount and the Pension Asset Value shall be determined separately for each plan or arrangement for Post Employment Benefit Obligations and calculated by the recognized local pension actuaries in each relevant country which calculated the relevant pension figures for the most recent audited financial statements of the Consolidated Company concerned;

12.3.3 the DBO Amount shall be calculated by using the same calculation methodology historically applied by Sellers and the Consolidated Companies for its most recent audited financial statements and the actuarial assumptions set forth in Exhibit 12.3.3 whereby, for the avoidance of doubt, the DBO Amount shall be calculated in compliance with International Accounting Standard IAS 19 except that in those countries where the Consolidated Companies calculated the relevant pension figures for its most recent audited financial statements under local GAAP requirements, the Sellers reserve the right to apply the calculation methodology as used in such audited financial statements;

12.3.4 the Pension Asset Value shall be the fair market value of the pension assets as of the Effective Date.

Seller 1 shall make available to Purchaser a complete copy of the actuarial report prepared by BodeHewitt including the methodology and assumptions applied (herein “BodeHewitt Report”) without undue delay (unverzüglich), but in any event no later than five (5) Business Days after obtaining the BodeHewitt Report from BodeHewitt.

12.4 The Parties shall procure (bewirken) that, subject to applicable law, the Post Employment Benefit Obligations shall be assumed by, or, as the case may be, be transferred (without recourse to the transferee) from Seller or the relevant Sellers’ Affiliate to, the relevant Consolidated Company or, at the election of Purchaser, to Purchaser or an Affiliate of Purchaser or to plans or arrangements operated or designated by either of them. The Parties agree to cooperate in order to establish the arrangements and make the transfers of Post Employment Benefit Obligations and to achieve any regulatory or legal approvals and/or clearances from regulatory or legal authorities which either Party reasonably considers necessary or desirable in connection with such transfer. The Parties acknowledge that the employees of the Consolidated Companies will cease to participate in employee benefit plans and arrangements of Sellers and Sellers’ Affiliates with effect as of the Closing Date, unless such employee benefit plans explicitly allow continued membership for a transitional period of time after a change of control in the Company concerned.

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12.5 Ten (10) Business Days after receiving the BodeHewitt Report from BodeHewitt, Seller 1 shall pay to VDO AG an amount equal to the Pension Deficit Amount as of the Effective Date as determined by the BodeHewitt Report, plus interest for the period from (but not including) the Effective Date until (and including) the date of payment at a rate of five (5) percent p.a. (herein “Unfunded Pension Compensation”). Seller 1 reserves the right to pay the Unfunded Pension Compensation or parts thereof into plans, schemes or arrangements for the provision of (or contribution to) post employment benefits to the Relevant Employees, e.g. SV Pension Trust e.V. (herein “Receiving Plan”) or to cause a Sellers’ Affiliate to make such payment. Any such payment into a Receiving Plan shall constitute both a payment of Seller 1 with full release from its obligation to pay the relevant portion of the Unfunded Pension Compensation and a payment of the relevant Consolidated Company under the respective arrangements with the Receiving Plan (doppelte Tilgungsbestimmung).

13. Non-Compete Undertaking, Use of Trademarks, Non-Solicitation Undertaking

13.1 Sellers hereby undertake that neither Sellers nor any of Sellers’ Affiliates shall engage, directly or indirectly, as a proprietor, shareholder, partner or otherwise in the activities listed in Exhibit 13.1 (herein “Restricted Activities”) for thirty (30) months from the Closing Date. Nothing in this Section 13.1 shall preclude Sellers and Sellers’ Affiliates from continuing any business activities they have been conducting already at the Signing Date, including organic growth of such activities (i) stipulated in a business, strategy or R&D plan as of the Signing Date or (ii) based on R&D activities existing as of the Signing Date. Seller 1 further agrees, for a period of thirty (30) months from the Closing Date not to sublicense or otherwise make available, whether by way of sale of business or through sub-licenses, any rights under the licenses granted to Seller 1 under Section 6.5 of the SAG Contribution Agreement to a third party (excluding, for the avoidance of doubt, any Sellers ´ Affiliates) for use of such rights in the field of (i) the Restricted Activities as conducted by the Companies at the Closing Date or (ii) organic growth of such Restricted Activities. For the avoidance of doubt, any rights granted by Seller 1 to any third party prior to the Signing Date shall remain unaffected.

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13.2 Nothing in Section 13.1 above shall prohibit Sellers or any of Sellers’ Affiliates from (i) acquiring or owning, directly or indirectly, any shareholdings in other companies engaged in the Restricted Activities (herein “Competing Business”) if such shareholding represents (a) less than twenty (20) percent of such company’s voting capital or (b) less than fifty (50) percent of such company’s voting capital provided that the annual turnover of such Competing Business amounts to less than EUR 50,000,000 (in words: Euro fifty million), (ii) acquiring or owning, directly or indirectly, any shareholdings in a company engaged in the Competing Business if such Competing Business does, at the date of the acquisition, not account for more than thirty (30) percent of the total annual net sales of such company as reported for the last fiscal year prior to the date of such acquisition, or (iii) merging with a company that carries on a Competing Business or engaging in any equity transaction with such company which achieves substantially the same economic effects as a merger, if such Competing Business does, at the date of the acquisition, not account for more than thirty (30) percent of the total annual net sales of such merger party as reported for the last fiscal year prior to the date of such acquisition. Nothing in Section 13.1 above shall prevent Sellers or any of Sellers’ Affiliates from acquiring, directly or indirectly, shares or assets of any company which carries on a Competing Business and continuing such Competing Business if Sellers or Sellers’ Affiliates offer the Competing Business or interest for sale within one (1) year from completion of the relevant transaction on reasonable commercial terms but a buyer cannot be found provided that Sellers shall have first offered such Competing Business to Purchaser at fair market value.

13.3 Sellers shall, and shall procure (bewirken) that Sellers’ Affiliates shall, not use, whether by itself or through third parties, any of the “VDO” trademarks listed in Annex 6.2.1 to the SAG Contribution Agreements (herein “VDO Trademarks”). Seller 1 agrees not to exercise the license granted under Section 6.5.1 of the SAG Contribution Agreement in relation to the VDO Trademarks.

13.4 In case of a breach of the undertakings of Sellers contained in Section 13.1 and Section 13.3 above Purchaser may request that Sellers immediately discontinue such breaches and refrain from any such breaches in the future. If and to the extent Sellers have not stopped such breaches within a period of three (3) months after such request for discontinuation has been made (herein “Grace Period”) by Purchaser in writing, Purchaser shall, in addition, be entitled to the amount of Losses (which shall, in deviation from Section 9.1 above, in this case also comprise any consequential damages (Folgeschäden) and lost profits (entgangener Gewinn)) suffered by Purchaser or any of its Affiliates, including the Companies, as a consequence of aforesaid breach of Sellers’ undertakings contained in Section 13.1 and Section 13.3 above after the Grace Period.

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13.5 Sellers shall not, and shall procure (bewirken) that Sellers’ Affiliates shall not, for a period of one (1) year from the Closing Date, solicit or entice away from any of the Companies, or offer employment to or employ, or offer or conclude any contract for services with, any person that was employed by any of the Companies as director or member of the senior management during the eighteen (18) months prior to the Closing Date (herein “Restricted Employees”), provided, however, that this Section 13.5 shall not restrict any of Sellers or Sellers’ Affiliates to make generalized solicitations by use of advertisements or by engaging human resource consultants not targeted or focused on any Restricted Employee and to freely employ any Restricted Employee responding to such solicitations. In case of a breach of the foregoing covenant, Sellers shall be liable to pay to Purchaser (and/or, at Purchaser’s discretion, to any of the Companies) for each breach a lump sum penalty (pauschalierter Schadenersatz) in the amount of the relevant director’s or manager’s gross annual salary including any bonus, extra payments, etc. paid by VDO AG and/or the relevant Company, provided that such lump sum penalty (pauschalierter Schadenersatz) shall constitute Purchaser’s sole remedy and shall exclude Purchaser to claim further damages or losses incurred by Purchaser in connection with such breach.

G. LIMITATIONS

14. Expiration and Limitations of Claims

14.1 All claims of Purchaser arising under this Agreement shall be time-barred eighteen (18) months after the Closing Date. Exempted herefrom are:

14.1.1 all claims of Purchaser arising (i) from a breach of the Sellers’ Guarantee contained in Section 7.1.2 (Existence of Companies) or a breach of Sellers’ Guarantee contained in Section 7.1.4 (Ownership of the Shares) in respect of defects of title to the Shares or (ii) in relation to specific performance claims (Erfüllungsansprüche) to transfer title to the Shares which shall be time-barred on the fifth (5th) anniversary of the Closing Date (herein collectively “Title Claims”);

14.1.2 all claims of Purchaser arising under the Sellers’ Guarantee in Section 7.1.17 above (Environmental Contamination) which shall be time-barred three (3) years after the Closing Date;

14.1.3 all Tax Indemnification Claims which shall be time-barred for each claim three (3) months after the date of the final, non-appealable assessment concerning the respective Tax, but not earlier than three (3) months after the date at which Purchaser’s right to bring any Tax Indemnification Claims is no longer barred by Section 10.2.1 above (i.e. the date at which the aggregate amount of Tax Indemnification Claims first exceeds the aggregate amount of liabilities and provisions for Taxes included in the Effective Date Accounts);

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14.1.4 all claims of Purchaser arising from a breach of the undertakings of Sellers contained in Section 13 (Non-Compete Undertaking, Use of Trademarks, Non-Solicitation Undertaking) above, except for any claims arising from a breach of the undertaking of Sellers contained in Section 13.3 above (Use of VDO Trademarks), which shall be time-barred for each claim three (3) months after Purchaser or any of its Affiliates (including the Companies) becomes aware of the underlying facts and circumstances, but in any event thirty-three (33) months after the Closing Date;

14.1.5 any claims arising from a breach of the undertaking of Sellers contained in Section 13.3 above (Use of VDO Trademarks) and all claims of Purchaser arising as a result of willful or intentional breaches of Sellers’ obligations under this Agreement which shall be time-barred in accordance with the statutory rules in Sections 195, 199 German Civil Code (BGB);

(herein collectively “Time Limitations”). “Exempted Claims” shall mean any (i) Title Claims, (ii) Purchaser Claims arising from a breach of the Sellers’ Guarantee contained in Section 7.1.18 (No Profit Distribution or Other Payments) and Section 7.1.20 (Shareholder Loans) above, (iii) Purchaser Claims arising from a breach of or the Sellers’ Conduct Covenants contained in Section 11.2 above, (iv) Tax Indemnification Claims, (v) claims arising from a breach of the Sellers’ undertakings contained in Section 12 (Pension Funding Obligation) or Section 13 (Non-Compete Undertaking, Use of Trademarks, Non-Solicitation Undertaking) above and (vi) claims referred to in Section 14.1.5 above.

14.2 The expiry period for any claims of Purchaser under this Agreement shall be tolled (gehemmt) pursuant to Section 209 German Civil Code (BGB) by any timely demand for fulfillment pursuant to Section 9.3 above provided that Purchaser commences judicial proceedings within three (3) months after the expiry of the relevant Time Limitations. Section 203 German Civil Code (BGB) shall not apply, unless the Parties agree in writing that the expiry period shall be tolled on the basis of pending settlement negotiations.

14.3 No liability shall attach to Sellers under or in connection with this Agreement if and to the extent the individual claim is less than EUR 1,000,000.00 (in words: Euro one million) (herein “De Minimis Claims”) and until the aggregate amount of claims (excluding any De Minimis Claims) exceeds an amount of EUR 100,000,000.00 (in words: Euro one hundred million) (Freibetrag) (herein “Deductible”). If the aggregate amount of claims under this Agreement (excluding any De Minimis Claims and Exempted Claims) exceeds the Deductible, the Purchaser may claim only the excess of such claims above the Deductible subject to the other provisions of this Section 14. This Section 14.3 shall not apply to any Exempted Claims and claims arising from a breach of the Sellers’ Other Covenants.

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14.4 The aggregate liability of Sellers under this Agreement shall not exceed ten (10) percent of the Purchase Price (herein “Liability Cap”). The Liability Cap shall not apply to any Exempted Claims and claims arising from a breach of the Sellers’ Other Covenants, provided, however, that Sellers’ overall liability under this Agreement, except for claims of Purchaser arising as a result of wilful or intentional breaches of Sellers’ obligations under this Agreement shall in no event exceed the Purchase Price.

14.5 The Parties are in agreement that the remedies that Purchaser or any of the Companies may have against Sellers for breach of obligations set forth or in connection with this Agreement are solely governed by this Agreement, and that the remedies provided for by this Agreement shall be the exclusive remedies available to Purchaser and/or the Companies in connection with this Agreement and that, apart from such remedies, (i) any right of Purchaser to withdraw (zurücktreten) from this Agreement or to require the winding up of the transaction contemplated hereunder (e.g. by way of großer Schadenersatz or Schadenersatz statt der Leistung), (ii) any claims for breach of pre-contractual obligations (culpa in contrahendo), including but not limited to claims arising under Sections 241 (2), 311 (2) (3) German Civil Code (BGB)) or ancillary obligations (Nebenpflichten), including but not limited to claims arising under Section 280 German Civil Code (BGB), (iii) any claims based on frustration of contract pursuant to Section 313 German Civil Code (BGB) (Störung der Geschäftsgrundlage), (iv) all remedies of Purchaser for defects of the purchase object under Sections 437 through 441 German Civil Code (BGB) are hereby expressly excluded and waived (verzichtet) by Purchaser. Claims based on willful deceit (arglistige Täuschung) or other intentional behavior (Vorsatz) of Sellers shall remain unaffected by this Section 14.5. Sellers’ liability for intentional behavior of the persons assisting Sellers in the performance of its obligations (Erfüllungsgehilfen) within the meaning of Section 278 German Civil Code (BGB) is, however, excluded.

14.6 The remedies that Purchaser may have against Sellers for breach of any obligations set forth in or in connection with this Agreement shall not be superseded, replaced or prejudiced by any provision of the Contribution Agreements (or any exhibit, amendment or ancillary agreement entered into in order to implement or amend a Contribution Agreement). Sellers hereby waive any recourse claims (Regressansprüche) against the Companies which might arise under the terms of the Contribution Agreements as a result of a Purchaser Claim being brought against Sellers under this Agreement.

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H. PURCHASER’S COVENANTS AND INDEMNITIES

15. Purchaser’s Covenants

15.1 With effect as of the Closing Date, Purchaser hereby assumes (i) all guarantees, comfort letters and other securities of any kind which Sellers or any Sellers’ Affiliates have provided in favour of the Business to banks, other financial institutions, suppliers, customers or other third parties on or prior to the Signing Date and listed in Exhibit 15.1 hereto, and (ii) any additional guarantees, comfort letters and other securities of any kind which may be provided in favour of any Company with respect to the Business after the Signing Date with Purchaser’s prior consent, such consent not to be unreasonably withheld ((i) and (ii) herein collectively “Sellers’ Securities”). Purchaser shall further, as of the Scheduled Closing Date or as soon as possible thereafter, replace the Sellers’ Securities and shall procure that any deeds or instruments evidencing the Sellers’ Securities shall be returned to Sellers, so that Sellers and the Sellers’ Affiliates are fully released from all such Sellers’ Securities.

15.2 Purchaser shall (i) procure (bewirken) that the Companies shall, as soon as reasonably possible after the Closing Date, provide a sufficient and adequate insolvency risk insurance as required under the German Old Age Part Time Act (Altersteilzeitgesetz) for old-age part time funds (Altersteilzeitguthaben) of the employees of the Companies which shall replace the current collateral provided by Seller 1 on behalf of the Companies and (ii) provide adequate proof thereof to Sellers as soon as reasonably possible after the Closing Date.

15.3 Purchaser undertakes and covenants to procure insurance coverage for the Business effective from the Closing Date which shall be commensurate to the insurance coverage existing in the industry in which the Business operates, it being understood that the insurance coverage provided to the Business under Siemens group insurance policies ceases with effect as of the Closing Date. Such insurance coverage shall also include any risks relating to the period prior to the Closing Date to cover any claims for which insurance claims cannot reasonably be filed prior to the Closing Date and therefore are not recoverable by the Companies after the Closing Date due to the existing insurance coverage on “claims made” basis.

15.4 Purchaser shall procure (bewirken):

15.4.1 that each of the Companies shall refrain from using the name, trademark or logo “Siemens” or any other marks, logos, names or reference which, in each case, indicate a connection between the Companies and the Siemens group immediately after Closing, it being understood that the Companies shall be permitted to use up business paper, materials used in digital media and other materials bearing the name, trademark or logo “Siemens” or any other marks, logos, names or reference which, in each case, indicate a connection between the Companies and the Siemens group for a period of six (6) months after the Closing Date; and

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15.4.2 that following the Closing Date each of the Companies shall provide Sellers and Sellers’ Affiliates, upon request and at the expense of Sellers and Sellers’ Affiliates (excluding internal costs of the Companies), with (i) all accounting data relating to periods prior to (and including) the Closing Date necessary for the deconsolidation of the Consolidated Companies by Sellers and all necessary assistance and access to the management of the Consolidated Companies to the extent required for the audit of the data to be delivered and (ii) reasonable access to, and the right to take copies (including, for the avoidance of doubt, electronic copies) of, the books, accounts and other records held by any Company to the extent that such books, accounts, and records relate to the periods prior to the Closing Date; provided that all information obtained under this Section 15.4.2 shall be treated as Confidential Information pursuant to Section 18 below.

15.5 Purchaser shall procure (bewirken) that the assets received by VDO AG under the SAG Contribution Agreement will be accounted for at the fair market value (gemeiner Wert) for Tax purposes in accordance with Seller 1’s instruction and the allocation made by Seller 1 for Tax purposes.

15.6 Subject to Section 15.9 below, Purchaser shall procure (bewirken) that for a period of thirty-six (36) months after the Closing Date

15.6.1 the Companies shall maintain their existing sites (Standorte) in Germany except where restructurings of the Companies’ sites were already contemplated in the business plan of the Companies prior to the Signing Date; and provided that, with respect to Regensburg, such period shall be extended to sixty (60) months after the Closing Date; and

15.6.2 to the extent reasonably practicable, the existing headquarter of the Business in Regensburg shall be maintained substantially in its current form, e.g. as divisional or regional headquarter, provided that Purchaser currently has no intention not to maintain such headquarter beyond such period.

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15.7 Purchaser shall procure (bewirken):

15.7.1 that the Companies shall be bound by the terms and conditions of any collective bargaining agreements (Tarifverträge), shop agreements (Betriebsvereinbarungen) and group shop agreements (Konzernbetriebsvereinbarungen) (herein “Collective Employment Agreements”) applicable to the Companies as at the Closing Date, it being understood that nothing in this Section 15.7.1 shall prohibit the Companies to terminate or amend the Collective Employment Agreements in accordance with their existing terms;

15.7.2 that (i) the Collective Employment Agreements shall remain in full force in respect for the Companies after the Closing Date by way of collective continued obligations (kollektivrechtliche Fortgeltung) or (ii) in the event that the collective continued obligations (kollektivrechtliche Fortgeltung) should not be possible, without undue delay following the Closing Date to offer to the competent trade unions and work councils to conclude collective bargaining agreements, shop agreements and group shop agreements substantially identical to the Collective Employment Agreements;

15.7.3 that, for a period of thirty-six (36) months after the Closing Date, the Companies shall continue without material alteration all pension schemes, pension arrangements and other employee benefit plans applicable for the Companies as at the Closing Date (herein “Pension and/or Benefit Schemes”) and to fulfill all obligations arising under the Pension and/or Benefit Schemes and, to the extent such Pension and/or Benefit Schemes cannot be continued after the Closing Date, to have such Pension and/or Benefit Schemes substituted by pension and other employee benefits that are the same as or, in the aggregate comparable to the benefits received by the employees of the Companies prior to the Closing Date and it being understood that (i) the employees of the Companies will not suffer any disadvantages in connection with the transition of the Pension and/or Benefit Schemes and (ii) that nothing in this Section 15.7.3 shall prohibit the Companies to terminate or amend Pension and/or Benefit Schemes in accordance with their existing terms.

15.8 Subject to Section 15.9 below, Purchaser shall use its commercially reasonable best efforts that for a period of thirty-six (36) months after the Closing Date the Companies shall not lay off any employees employed in Germany as of the Closing Date for operational grounds (betriebsbedingte Kündigung), unless such lay-offs (i) are permissible under the existing Collective Employment Agreements or (ii) were already contemplated in the business plan of the Companies prior to the Signing Date. This Section 15.8 operates for the benefit (echter Vertrag zugunsten Dritter) of the group works council of the Companies (Konzernbetriebsrat VDO AG) or, if no such group works council exists, the general works council (Gesamtbetriebsrat) of the Companies.

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15.9 In the event that the basis for Purchaser’s undertakings contained in Sections 15.6 and 15.8 changes substantially during the thirty-six (36) months period after the Closing Date, e.g. through changes in the customer environment, the competitive position or the employment situation of the Companies (Veränderungen des Kunden-, Wettbewerbs- oder Beschäftigungsumfelds), the representatives of Purchaser and the Companies shall discuss in good faith (in gutem Glauben) with the employee representatives with a view to finding a reasonable solution which avoids site closures or lay-offs of employees for operational grounds (betriebsbedingte Kündigungen) to the extent possible.

16. Indemnification of Sellers by Purchaser

16.1 Purchaser and Guarantor shall as joint and several debtors (Gesamtschuldner) indemnify and hold harmless Sellers and Sellers’ Affiliates and any of their successors, officers, directors, shareholders, employees and agents from and against any and all losses, liabilities (whether present or future, actual or contingent), damages and reasonable costs and expenses (including Taxes, reasonable legal fees, expenses and disbursements) arising out of or in connection with:

16.1.1 all obligations and liabilities (including reasonable legal fees, expenses and disbursements) arising out of or in connection with any breach of Purchaser’s covenant pursuant to Section 15.1 above relating to the Sellers’ Securities;

16.1.2 any liability in connection with the conduct of the Business (prior to, on or after the Closing Date) for which Sellers or any of Sellers’ Affiliates or any of their successors, officers, directors, shareholders, employees or agents are held liable;

16.1.3 any claims brought under Section 24 Federal Soil Protection Act (Bundes-Bodenschutzgesetz), Section 9 (2) Environmental Impairment Act (UmweltschadensG) or any similar statutory or other claims against Sellers or Sellers’ Affiliates by any of the Companies or any onward buyer of the Business or any subsequent user of the sites operated by the Companies; or

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16.1.4 any obligations or liabilities towards employees of the Business which are supposed to be transferred to VDO AG under the SAG Contribution Agreement, but are not legally transferred to VDO AG as a result of an objection to such transfer by the employee (herein “Retained Employee”), to the extent that such obligations or liabilities relate to periods after the Effective Date, in particular including severance payments of whatsoever nature payable to a Retained Employee in connection with its termination, salary payments and employee benefit payments for periods between the Effective Date and termination of the respective Retained Employee;

in each case unless and to the extent Purchaser has the right to claim damages or indemnification from Sellers in respect of such losses, liabilities, damages or costs under the terms of this Agreement (all claims of Sellers under this Section 16.1 herein collectively “Sellers’ Indemnification Claims”).

16.2 All Sellers’ Indemnification Claims against Purchaser shall be time-barred six (6) months after Sellers or any of Sellers’ Affiliates have been notified in writing of a claim or liability giving rise to a Sellers’ Indemnification Claim.

16.3 Section 9.3 and Section 14.2 above shall apply mutatis mutandis to any Sellers’ Indemnification Claims.

I. GUARANTOR’S GUARANTEE

17. Guarantor’s Guarantee

Guarantor hereby unconditionally and irrevocably guarantees to Sellers the due and punctual performance of any payment obligations of Purchaser under this Agreement, in particular the payment of (i) the Purchase Price, (ii) the Intercompany Loan Purchase Price, (iii) any Sellers’ Indemnification Claims and (iv) the Contractual Penalty or any further claims for damages, if any, in accordance with Section 6.6 above. Guarantor hereby waives any rights which it may have to require the Sellers to proceed first against or claim payment from Purchaser to the intent that as between Sellers and Guarantor the latter shall be liable as principal debtor as if it had entered into the undertaking to pay any payment obligation under this Agreement.

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J. MISCELLANEOUS

18. Restrictions of Announcement and Confidentiality

18.1 Each of the Parties undertakes that prior to the Closing Date it will not make and cause all of its Affiliates not to make any announcement in connection with this Agreement unless (i) required by applicable mandatory laws or stock exchange regulations or (ii) the other Party has given its consent to such announcement, including the form of such announcement, which consent may not be unreasonably withheld and may be subject to conditions. If and to the extent any announcement or disclosure of information regarding the subject matter of this Agreement is to be made under applicable mandatory laws or any applicable stock exchange rules, the Party concerned shall, to the extent permissible under applicable laws or stock exchange regulations, not disclose any such information without first informing the other Parties thereof.

18.2 The Parties expressly acknowledge and agree that this Agreement and its terms and all information, whether written or oral, furnished by either Party to the other Party or any Affiliate of such other Party in connection with the preparation and negotiation of this Agreement and the due diligence conducted by Purchaser in connection therewith (herein “Confidential Information”) shall be deemed to be confidential and shall be maintained by each Party and their respective Affiliates in strict confidence, it being understood that this shall also apply to any Confidential Information disclosed under Section 9.3 and 9.6 above or any comparable provisions.

18.3 The receiving Party shall use the same degree of care as it uses with regard to its own Confidential Information to prevent disclosure, use or publication of the Confidential Information. Confidential Information of the originating Party shall be held in strict confidence by the receiving Party unless the receiving Party is able to prove that the Confidential Information is or has been:

18.3.1 obtained legally and freely from a third party without any restrictions;

18.3.2 independently developed by the receiving Party at a prior time or in a separate and distinct manner without benefit of any of the Confidential Information of the disclosing Party, and documented to be as such;

18.3.3 made available by the disclosing Party for general release independent of the receiving Party;

18.3.4 made public as required by applicable laws, regulations, court proceedings or stock exchange regulations; or

18.3.5 within the public domain or later becomes part of the public domain as a result of acts by someone other than the receiving Party and through no fault or wrongful act of the receiving Party.

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18.4 A receiving Party may disclose Confidential Information of a disclosing Party to directors, officers, and employees of the receiving Party or agents of the receiving Party including their respective brokers, lenders or insurance carriers who have specifically agreed in writing to non-disclosure of the terms and conditions hereof and who have a need to know such information in connection with the transactions contemplated under this Agreement. Any disclosure hereof required by legal process pursuant to this Section 18 shall only be made after providing the disclosing Party with notice thereof in order to permit the disclosing Party to seek an appropriate protective order or exemption. Violation by a Party or its agents of the foregoing provisions shall entitle the disclosing Party, at its option, to obtain injunctive relief without a showing of irreparable harm or injury and without bond. The provisions of this Section 18 shall survive and remain effective for a period of three (3) years after the Closing Date.

19. Notices

All notices and other communications hereunder shall be made in writing and shall be delivered or sent by registered mail or courier to the addresses below or to such other addresses which may be specified by any Party to the other Parties in the future in writing:

If to Sellers:

Siemens AG Corporate Finance — Mergers & Acquisitions Attn. Dr. Martin Bentler Wittelsbacherplatz 2 D-80333 Munich Germany

with a copy to:

Siemens AG Legal Services — M&A Transactions Attn.: Dr. Stephan Bühler Werner-von-Siemens-Straße 50 D-91052 Erlangen Germany

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with a further copy to:

Hengeler Mueller Dr. Hans-Jörg Ziegenhain / Dr. Maximilian Schiessl Leopoldstraße 8-10 D-80802 Munich Germany

If to Purchaser or Guarantor:

Continental AG Attn.: Head of Law Department, Dr. Christian zur Nedden Vahrenwalder Straße 9 D-30165 Hannover Germany

with a copy to:

Freshfields Bruckhaus Deringer Dr. Christoph H. Seibt / Dr. Marius Berenbrok Alsterarkaden 27 D-20354 Hamburg Germany

20. Costs, Expenses, Fees and Charges

20.1 All costs, expenses, fees and charges in connection with the transactions contemplated under this Agreement, including legal services, shall be borne by the Party commissioning the respective costs, fees and charges. Any costs, expenses and fees (including success fees and break fees) for services rendered by any of the banks, advisers and accountants listed in Exhibit 20.1 hereto in connection with the contemplated initial public offering of shares of VDO AG shall be borne by Sellers.

20.2 Purchaser shall bear all official fees charged by the antitrust authorities in connection with the Antitrust Clearances and any sales, transfer or stamp Taxes, or other similar charges, payable by reason of the transactions contemplated under this Agreement.

20.3 Sellers shall bear the notarial fees incurred with the notarization of this Agreement including, for the avoidance of doubt, the fees of a notarial accession of one or several Loan Purchasers in accordance with Section 3.4 above.

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21. Entire Agreement, Interpretation, Rule of Conflict

21.1 This Agreement comprises the entire agreement between the Parties concerning the subject matter hereof and supersedes and replaces all oral and written declarations of intention made by the Parties in connection with the contractual negotiations. Changes or amendments to this Agreement (including this Section 21.1) must be made in writing by the Parties or in any other legally required form, if so required.

21.2 All Exhibits and Disclosure Schedules to this Agreement constitute an integral part of this Agreement.

21.3 In this Agreement the headings are inserted for convenience only and shall not affect the interpretation of this Agreement; where a German term has been inserted in quotation marks and/or italics it alone (and not the English term to which it relates) shall be authoritative for the purpose of the interpretation of the relevant English term in this Agreement. The terms “including” and “in particular” shall always mean “including, without limitation” and “in particular, without limitation”, respectively.

21.4 Except as explicitly provided otherwise in Sections 11.6, 11.9 and 14.6 above, this Agreement shall not supersede or replace or prejudice any of the Contribution Agreements and the terms and conditions of the Contribution Agreements shall remain unaffected by this Agreement.

22. No Third Party Rights

This Agreement shall not grant any rights to, and are not intended to operate for, the benefit of third parties unless otherwise explicitly provided for herein. Wherever under this Agreement any party other than Purchaser is to be indemnified by Sellers, such other party, in particular the Companies, shall not be entitled to bring any claims for indemnification against Sellers (kein echter Vertrag zugunsten Dritter).

23. No Assignment, No Set-off

23.1 No Party shall be entitled to assign any rights or claims under this Agreement without the written consent of the other Parties.

23.2 No Party, except as provided otherwise herein, shall be entitled (i) to set-off (aufrechnen) any rights and claims it may have against any rights or claims any other Party may have under this Agreement or (ii) to refuse to perform any obligation it may have under this Agreement on the grounds that it has a right of retention (Zurückbehaltungsrecht) unless the rights or claims of the relevant Party claiming a right of set-off (Aufrechnung) or retention (Zurückbehaltung) have been acknowledged (anerkannt) in writing by the relevant other Party/Parties or have been confirmed by final decision of a competent court (Gericht) or arbitration court (Schiedsgericht).

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24. Certain Terminology and Terms

24.1 “Business Days” shall be the banking days (Bankarbeitstage) prevailing in Frankfurt am Main, excluding, for the avoidance of doubt, Saturdays.

24.2 Any currency conversions under or in connection with this Agreement shall be determined using the following exchange rates: (i) the European Central Bank fixing rates which are published both by electronic market information providers (e.g. Reuters page ECB37) and on the ECB’s website www.ecb.int shortly after 2.15 p.m. CET on the relevant date, or (ii) in the event that such rates are not published on the relevant date, the rates published on the latest day before the relevant date for which such rates are published, or (iii) if the European Central Bank generally does not publish exchange rates for a certain currency, the rates published on the homepage of the Financial Times for the relevant date or the latest day before the relevant date for which such rates are published, whatever the case may be ((i) through (iii) herein “Exchange Rates”) . In case cross-rates have to be used where one leg of the currency pair is not the Euro, these cross-rates will be calculated by taking the corresponding two (2) fixing rates against the Euro.

24.3 Interest payable under any provision of this Agreement shall be calculated on the basis of actual days elapsed divided by 360.

25. Governing Law, Dispute Resolution

25.1 This Agreement shall be governed by, and be construed in accordance with, the laws of the Federal Republic of Germany, without regard to principles of conflicts of laws and without regard to the UN Convention on the Sale of Goods.

25.2 All disputes arising under or in connection with this Agreement (including any disputes in connection with its validity) shall be finally settled by three arbitrators in accordance with the Arbitration Rules of the German Institution of Arbitration e.V. (DIS) without recourse to the ordinary courts of law. The venue of the arbitration shall be Munich. The language of the arbitral proceedings shall be German provided that no translation of English language documents shall be required.

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26. Invalid Provisions, Unintended Gaps (Salvatorische Klausel)

26.1 In the event that one or more provisions of this Agreement shall, or shall be deemed to, be invalid or unenforceable, the validity and enforceability of the other provisions of this Agreement shall not be affected thereby. In such case, the Parties hereto agree to recognize and give effect to such valid and enforceable provision or provisions, which correspond as closely as possible with the commercial intent of the Parties.

26.2 The same shall apply in the event that this Agreement contains any unintended gaps (unbeabsichtigte Vertragslücken).

Read out aloud to the parties by the acting notary; respectively in presence of the notary; agreed by the parties and signed by them as follows:

EXECUTED by the parties

Signed by for and behalf of Siemens Aktiengesellschaft

Signed by for and behalf of Siemens International Holding B.V.

Signed by for and behalf of Siemens Beteiligungen U.S.A. GmbH

Signed by for and behalf of CAS Two Holdinggesellschaft mbH

Signed by for and behalf of Continental Aktiengesellschaft

Exhibit 8.1

List of subsidiaries and associated companies September 30, 2007 of Siemens worldwide prepared pursuant to § 313 (2) HGB

I. Subsidiaries

A) Consolidated

1. Germany (167 companies)

A. Friedr. Flender AG, Bocholt A. Friedr. Flender Grundstücksmanagementgesellschaft mbH & Co. KG, Bocholt applied international informatics (Holding) GmbH, Berlin applied international informatics GmbH & Co. KG, Berlin Atecs Mannesmann GmbH, Dusseldorf Audio Service GmbH, Herford Babel Grundstücksverwaltungsgesellschaft mbH, Schwalbach am Taunus Berliner Vermögensverwaltung GmbH, Berlin BFE Studio und Medien Systeme GmbH, Mainz bibis Information Technology and Services GmbH, Dortmund BWI Services GmbH, Meckenheim CAPTA Grundstücksgesellschaft mbH & Co. KG, Grünwald Chemfeed Holding GmbH, Günzburg CHG Communications Holding GmbH & Co. KG, Munich CommerzFinance & Leasing GmbH, Munich Cycos AG, Alsdorf DPC Biermann GmbH, Bad Nauheim DPC Holding GmbH, Bad Nauheim ELIN Energietechnik GmbH, Berlin ERA Verwaltungsgesellschaft mbH & Co. KG, Grünwald eStop GmbH, Seefeld evosoft GmbH, Nuremberg Flender Grundstücksmanagementgesellschaft mbH & Co. KG, Bocholt Flender Guss GmbH, Chemnitz Flender Immobilien Verwaltungs GmbH, Bocholt Flender Industriegetriebe GmbH, Penig Flender Tübingen GmbH, Tübingen Gerap Grundbesitz- und Verwaltungsgesellschaft mbH, Frankfurt am Main HanseCom Gesellschaft für Informations- und Kommunikationsdienstleistungen mbH, Hamburg HSP Hochspannungsgeräte GmbH, Troisdorf IDM GmbH Industriesensoren, Lindau ILLIT Grundstücks-Verwaltungsgesellschaft mbH & Co. KG, Grünwald Industrieschutz Assekuranz-Vermittlung GmbH, Mülheim a. d. Ruhr Industrieschutz Insurance Broker GmbH, Mülheim a. d. Ruhr IPGD Grundstücksverwaltungs-Gesellschaft mbH, Munich Jawa Power Holding GmbH, Erlangen KMK Kunststoff Metall und Komponenten GmbH & Co. KG, Karlsruhe Kyros 31 GmbH, Munich LAUTUS Grundstücks-Verwaltungsgesellschaft KG i.L., Grünwald Lincas Electro Vertriebsgesellschaft mbH, Hamburg LINCAS Export Services GmbH, Hamburg Loher GmbH, Ruhstorf Loher Grundstücksmanagementgesellschaft mbH & Co. KG, Ruhstorf LS Language Services GmbH, Munich Mannesmann Demag Krauss-Maffei GmbH, Munich Max Kammerer GmbH, Frankfurt am Main mdexx Magnetronic Devices GmbH & Co. KG, Bremen Mechanik Center Erlangen GmbH, Erlangen NOVOtec Engineering GmbH Gesellschaft für Software-Entwicklung, St. Wolfgang

List of subsidiaries and associated companies September 30, 2007 (continued) of Siemens worldwide prepared pursuant to § 313 (2) HGB

OPTIO Grundstücks-Vermietungsgesellschaft mbH & Co. Objekt Bocholt KG, Dusseldorf OPTIO Grundstücks-Vermietungsgesellschaft mbH & Co. Objekt Tübingen KG, Tübingen OSRAM GmbH, OSRAM Opto Semiconductors GmbH, Regensburg OTA Grundstücks- und Beteiligungsverwaltung GmbH, Frankfurt am Main Projektbau-Arena-Berlin GmbH, Munich R & S Restaurant Services GmbH, Munich Radium Lampenwerk Gesellschaft mbH, Wipperfürth RESTART Gesellschaft für back up-Systeme mbH, Hannover RISICOM Rückversicherung AG, Grünwald Ruhrtal Hochspannungsgeräte GmbH & Co. OHG, Bochum saardata GmbH, Saarbrücken SBI Berlin Services for Business IT GmbH, Berlin SBI-IS Insurance Services GmbH, Cologne Services for Business IT Ruhr GmbH, Essen Siemens Audiologische Technik GmbH, Erlangen Siemens Automotive Beteiligungs-GmbH, Regensburg Siemens Beteiligungen Inland GmbH, Munich Siemens Beteiligungen USA GmbH, Munich Siemens Beteiligungsgesellschaft Berlin mbH & Co. OHG, Berlin Siemens Beteiligungsverwaltung GmbH & Co. OHG, Grünwald Siemens Building Technologies Fire & Security Products GmbH & Co. oHG, Munich Siemens Building Technologies GmbH & Co. oHG, Erlangen Siemens Building Technologies Holding GmbH, Grünwald Siemens Building Technologies HVAC Products GmbH, Rastatt Siemens Busbar Trunking Systems GmbH & Co. KG, Cologne Siemens Communications Applications AG, Munich Siemens ElectroCom Postautomation GmbH, Berlin Siemens Energy Automation GmbH & Co. KG, Erlangen Siemens Enterprise Communications Beteiligungen GmbH & Co. KG, Munich Siemens Enterprise Communications GmbH & Co. KG, Munich Siemens Enterprise Communications Manufacturing GmbH & Co. KG, Leipzig Siemens Finance & Leasing GmbH, Munich Siemens Financial Services GmbH, Munich Siemens Fuel Gasification Technology GmbH, Freiberg Siemens Grundstücksgesellschaft KASSIA mbH & Co. KG, Erlangen Siemens Home and Office Communication Devices GmbH & Co. KG, Munich Siemens Industrial Turbomachinery International Holding GmbH, Duisburg Siemens Industrial Turbomachinery GmbH, Duisburg Siemens Industrial Turbomachinery Holding GmbH, Duisburg Siemens Industrie Bauprojekte GmbH i.L., Munich Siemens Industriepark Karlsruhe GmbH & Co. KG, Karlsruhe Siemens Industrieturbinen Beteiligungen GmbH, Munich Siemens IT Solutions and Services Management GmbH, Munich Siemens IT Solutions and Services Verwaltungs-GmbH, Munich Siemens Kapitalanlagegesellschaft mbH, Munich Siemens Medical Holding GmbH, Erlangen Siemens Medical Solutions Diagnostics GmbH, Erlangen Siemens Medical Solutions GSD GmbH, Berlin Siemens Medical Solutions Health Services GmbH, Erlangen Siemens Nixdorf Informationssysteme GmbH, Grünwald Siemens Private Finance Versicherungs- und Kapitalanlagenvermittlungs-GmbH, Munich Siemens Product Lifecycle Management Software (DE) GmbH, Cologne


Siemens Product Lifecycle Management Software IV (DE) GmbH, Cologne Siemens Programm- und Systementwicklung GmbH & Co. KG, Hamburg Siemens Project Ventures GmbH, Erlangen Siemens Real Estate GmbH & Co. OHG, Munich Siemens Restraint Systems GmbH, Alzenau Siemens Technopark Augsburg GmbH & Co. KG, Augsburg Siemens Technopark Berlin GmbH & Co. KG, Berlin Siemens Technopark Beteiligungen GmbH & Co. KG, Munich Siemens Technopark Bruchsal GmbH & Co. KG, Bruchsal Siemens Technopark Dresden GmbH & Co. KG, Dresden Siemens Technopark Hanau GmbH & Co. KG, Hanau Siemens Technopark Mülheim GmbH & Co. KG, Mülheim a. d. Ruhr Siemens Technopark Nürnberg GmbH & Co. KG, Nuremberg Siemens Turbomachinery Equipment GmbH, Frankenthal Siemens VAI Metals Technologies GmbH, Willstätt-Legelshurst Siemens VDO Automotive AG, Regensburg Siemens VDO Mechanical Components GmbH, Roding Siemens VDO Mechatronic GmbH & Co. KG, Stollberg Siemens VDO Mechatronic Verwaltungsgesellschaft mbH, Stollberg Siemens VDO Trading GmbH, Frankfurt am Main Siemens Venture Capital GmbH, Munich Siemens Wind Power GmbH, Bremen Siemens Wohnungsgesellschaft mbH & Co. OHG, Munich SILEN GmbH & Co. KG, Munich SILLIT Grundstücks-Verwaltungsgesellschaft mbH, Munich SILOR GmbH, Munich SIM 2. Grundstücks-GmbH & Co. KG i.L., Munich SIM 6. Grundstücks-GmbH & Co. KG i.L., Munich SIM 7. Grundstücks-GmbH & Co. KG i.L., Munich SIM 8. Grundstücks-GmbH & Co. KG i.L., Munich SIM 12. Grundstücks-GmbH & Co. KG i.L., Munich SIM 13. Grundstücks-GmbH & Co. KG i.L., Munich SIM 15. Grundstücks-GmbH & Co. KG i.L., Munich SIM 16. Grundstücks-GmbH & Co. KG i.L., Munich SIM 18. Grundstücks-GmbH & Co. KG i.L., Munich SIM 20. Grundstücks-GmbH & Co. KG, Erlangen SIM 21. Grundstücks-GmbH & Co. KG, Munich SIMAR Nordost Grundstücks-GmbH, Munich SIMAR Nordwest Grundstücks-GmbH, Munich SIMAR Ost Grundstücks-GmbH, Munich SIMAR Süd Grundstücks-GmbH, Munich SIMAR West Grundstücks-GmbH, Munich SIMOS Real Estate GmbH, Munich sinius GmbH, Dusseldorf SIPAS 1. Grundstücks-GmbH, Munich SIPAS 2. Grundstücks-GmbH, Munich SIPAS 3. Grundstücks-GmbH, Munich SIPAS 4. Grundstücks-GmbH, Munich SiTrust GmbH, Frankfurt am Main Stöhr-Förderanlagen Salzer GmbH, Offenbach SYKATEC Systeme, Komponenten, Anwendungstechnologie GmbH & Co. KG, Erlangen Tecnomatix GmbH, Stuttgart TLT-Turbo GmbH, Zweibrücken


Trench Germany GmbH, Bamberg Turbine Airfoil Coating and Repair GmbH, Berlin TurboCare GmbH, Erlangen VAI Seuthe GmbH, Hemer VVK Versicherungsvermittlungs- und Verkehrskontor GmbH, Munich Wallace & Tiernan GmbH, Günzburg Weiss Spindeltechnologie GmbH, Schweinfurt Wesmag Grundstücksmanagement mbH & Co. KG, Wesel Wesmag Wesler Maschinenbau GmbH, Wesel Winergy AG, Voerde WIVERTIS Gesellschaft für Informations- und Kommunikationsdienstleistungen mbH, Wiesbaden ZIPPOS Grundstücks-Verwaltungsgesellschaft mbH & Co. KG, Augsburg

2. Europe (other than Germany) (362 companies) ADB S.A./N.V., Brussels, Belgium COMPEX – IT Plant Solutions N.V., Ninove-Meerbeke, Belgium Diagnostics Products Corporation Belgium b.v.b.a., Grimbergen, Belgium Siemens Coordination Center S.A., Brussels, Belgium Siemens Enterprise Communications N.V., Anderlecht, Belgium Siemens IT Solutions and Services S.A., Anderlecht, Belgium Siemens S.A./N.V., Anderlecht, Belgium Siemens VDO Automotive N.V., Zaventem, Belgium Tecnomatix Europe BVBA, Zaventem, Belgium Unigraphics Solutions N.V., Zaventem, Belgium Security Management Technologies Bulgaria EOOD, Sofia, Bulgaria Siemens EOOD, Sofia, Bulgaria Siemens IT Solutions and Services EOOD, Sofia, Bulgaria OSRAM A/S, Taastrup, Denmark Rexton Höreapparater A/S, Copenhagen, Denmark Siemens A/S, Ballerup, Denmark Siemens Enterprise Communications A/S, Ballerup, Denmark Siemens Flow Instruments A/S, Nordborg, Denmark Siemens Turbomachinery Equipment A/S, Helsingor, Denmark Siemens VDO Trading A/S, Herlev, Denmark Siemens Wind Power A/S, Brande, Denmark ZealConnect ApS, Copenhagen, Denmark ZealConnect Holding ApS, Copenhagen, Denmark AS Siemens, Tallinn, Estonia AS Siemens Electroservices, Tallinn, Estonia Bewator Oy, Helsinki, Finland Siemens Enterprise Communications Oy, Espoo, Finland Siemens Osakeyhtiö, Espoo, Finland DPC France SAS, La Garenne Colombes, France Flender-Graffenstaden SAS, Illkirch-Graffenstaden, France OSRAM S.A.S., Molsheim, France Sécurité Installation S.a.r.l., Buc, France Siemens Audiologie S.A., Saint-Denis, France Siemens Automotive Hydraulics S.A., Asnières, France Siemens Enterprise Communications S.A.S., Saint-Denis, France Siemens Financial Services SAS, Saint-Denis, France


Siemens France Holding S.A.S., Saint-Denis, France Siemens Health Services France S.A.S., Bidart, France Siemens Home and Office Communication Devices SAS, Saint-Denis, France Siemens Immobiliers Management S.A.S., Saint-Denis, France Siemens IT Solutions and Services S.A.S., Saint-Denis, France Siemens Lease Services SAS, Saint-Denis, France Siemens Medical Solutions Diagnostics S.A., Paris, France Siemens Production Automatisation S.A.S., Haguenau, France Siemens S.A.S., Saint-Denis, France Siemens Transmission & Distribution, Grenoble, France Siemens Transportation Systems S.A.S., Chatillon, France Siemens VAI Metals Technologies SAS, Saint Chamond, France Siemens VDO Automotive La Suze S.A.S., La Suze, France Siemens VDO Automotive Rambouillet S.A.S., Rambouillet, France Siemens VDO Automotive Rungis S.A.S., Rambouillet, France Siemens VDO Automotive S.A.S., Toulouse, France Siemens VDO Automotive SAS Hambach, Rambouillet, France Tecnomatix S.A.R.L., Jouy en Josas, France Trench France S.A., Saint Louis, France Unigraphics Solutions France SAS, Jouy en Josas, France Wallace & Tiernan S.a.r.l., Trappes, France Tecnomatix Technologies (Gibraltar) Limited, Gibraltar, Gibraltar DPC – Tsakiris S.A., Thessalonìki, Greece Kintec A.E., Athens, Greece OSRAM A.E., Athens, Greece Siemens A.E., Elektrotechnische Projekte und Erzeugnisse, Athens, Greece Siemens Enterprise Communications A.E., Thessalonìki, Greece Siemens Integrated Services S.A., Athens, Greece Siemens Medical Solutions Diagnostics S.A., Athens, Greece ASIRobicon Limited, Frimley, Surrey, UK Bellevue Finance Ltd, Stoke Poges, Buckinghamshire, UK Bewator Ltd, Newport, Gwent, UK Broadcastle Bank Limited, Stoke Poges, Buckinghamshire, UK Broadcastle Motor Contracts Ltd, Stoke Poges, Buckinghamshire, UK Broadcastle plc, Stoke Poges, Buckinghamshire, UK Cash Express Ltd, Stoke Poges, Buckinghamshire, UK Chemfeed Ltd., Tonbridge, Kent, UK D-Cubed Limited, Camberley, Surrey, UK Dickinson Integtrated Solutions Ltd, Frimley, Surrey, UK Electrium (2003) Limited, Frimley, Surrey, UK Electrium (UK) Limited, Frimley, Surrey, UK Electrium Limited, Frimley, Surrey, UK Electrium Sales Limited, Frimley, Surrey, UK Electrocatalytic Ltd., Newport, Gwent, UK Electrode Products Technology Ltd., Newport, Gwent, UK Europlex Technologies UK Limited, Bedford, Bedfordshire, UK ICIS Technology Ltd., Frimley, Surrey, UK Measurement & Control Services Ltd., Leeds, West Yorkshire, UK Medical Equipment Finance Ltd, Stoke Poges, Buckinghamshire, UK Memcor Ltd., High Wycombe, Buckinghamshire, UK


Old Broadcastle Finance Ltd, Stoke Poges, Buckinghamshire, UK Oldbury (Banbury) Limited, Frimley, Surrey, UK OSRAM Ltd., Langley, Berkshire, UK Petnet Solutions Limited, Frimley, Surrey, UK Power Upgrade UK Joint Venture, Manchester, UK Roke Manor Research Ltd., Frimley, Surrey, UK Siemens Building Technologies Security Solutions Limited, Frimley, Surrey, UK Siemens Busbar Trunking Systems Ltd., Frimley, Surrey, UK Siemens Business Services Media Holdings Ltd., Camberley, Surrey, UK Siemens Business Services Media Ltd., Camberley, Surrey, UK Siemens Energy Services Ltd., Frimley, Surrey, UK Siemens Enterprise Communications Limited, Frimley, Surrey, UK Siemens Finance Collections Ltd., Stoke Poges, Buckinghamshire, UK Siemens Financial Services Holdings Ltd., Stoke Poges, Buckinghamshire, UK Siemens Financial Services Ltd., Stoke Poges, Buckinghamshire, UK Siemens Flow Instruments Ltd., Stonehouse, Gloucestershire, UK Siemens Hearing Instruments Ltd., Crawley, Sussex, UK Siemens Holdings plc, Frimley, Surrey, UK Siemens Industrial Turbomachinery Ltd., Lincoln, Lincolnshire, UK Siemens IT Solutions and Services Ltd., Camberley, Surrey, UK Siemens Magnet Technology Ltd., Frimley, Surrey, UK Siemens Medical Solutions Diagnostics Ltd, Llanberis, Gwynedd, UK Siemens Medical Solutions Diagnostics Manufacturing Limited, Frimley, Surrey, UK Siemens Metering Ltd., Bracknell, Berkshire, UK Siemens Metering Services Ltd., Bracknell, Berkshire, UK Siemens Molecular Imaging Holdings Ltd., Frimley, Surrey, UK Siemens Molecular Imaging Limited, Frimley, Surrey, UK Siemens plc, Frimley, Surrey, UK Siemens Properties Ltd., Isle of Man, UK Siemens Protection Devices Limited, Frimley, Surrey, UK Siemens Real Estate Ltd., Frimley, Surrey, UK Siemens Transmission & Distribution Limited, Frimley, Surrey, UK Siemens VAI Metals Technologies Limited, Christchurch, Dorset, UK Siemens VDO Automotive Ltd., Birmingham, UK Siemens VDO Automotive Telford Ltd., Telford, Shropshire, UK Siemens VDO Trading Ltd., Birmingham, UK Siemens Wind Power Limited, Frimley, Surrey, UK SMS Europe Holdings Ltd., Basingstoke, Hampshire, UK SMS Europe Unlimited, Basingstoke, Hampshire, UK SP Asset Management Limited, Stoke Poges, Buckinghamshire, UK T.H. Leasing (12/2000) Ltd., Stoke Poges, Buckinghamshire, UK T.H. Leasing (6/2000) Ltd., Stoke Poges, Buckinghamshire, UK T.H. Leasing (6/99) Ltd., Stoke Poges, Buckinghamshire, UK T.H. Leasing (9/01) Ltd., Stoke Poges, Buckinghamshire, UK T.H. Leasing (9/02) Ltd., Stoke Poges, Buckinghamshire, UK T.H. Leasing (9/03) Ltd., Stoke Poges, Buckinghamshire, UK T.H. Leasing (9/04) Ltd., Stoke Poges, Buckinghamshire, UK T.H. Leasing (9/05) Ltd., Stoke Poges, Buckinghamshire, UK T.H. Leasing (9/06) Ltd., Stoke Poges, Buckinghamshire, UK Transmitton Limited, Frimley, Surrey, UK


Trench (UK) Ltd., Hebburn, Tyne and Wear, UK Unigraphics Solutions Holdings (UK) Limited, Camberley, Surrey, UK Unigraphics Solutions Limited, Camberley, Surrey, UK USF Holding (UK) Ltd., High Wycombe, Buckinghamshire, UK VA TECH (UK) Ltd., Bracknell, Berkshire, UK VA TECH T & D UK Ltd., Frimley, Surrey, UK VDO Holdings Ltd., Birmingham, UK VTW Anlagen UK Ltd., Banbury, Oxfordshire, UK Europlex Technologies Ireland Limited, Dublin, Ireland iMetrex Technologies Limited, Dublin, Ireland Siemens Business Services Ltd., Dublin, Ireland Siemens Enterprise Communications Limited, Dublin, Ireland Siemens International Insurance Co. Ltd., Dublin, Ireland Siemens Ltd., Dublin, Ireland Siemens Medical Solutions Diagnostics Europe Limited, Dublin, Ireland UGS Holdings (Central Europe) Limited, Dublin, Ireland UGS Holdings (Europe) Limited, Dublin, Ireland E-Utile S.p.A., Milan, Italy ITALDATA S.p.A., Avellino, Italy Nuova Magrini Galileo S.p.A. in Liquidazione, Bergamo, Italy OSRAM S.p.A. Società Riunite OSRAM-Edison-Clerici, Milan, Italy Siemens Business Services S.p.A., Milan, Italy Siemens Enterprise Communications S.p.A., Milan, Italy Siemens Finanziaria S.p.A., Milan, Italy Siemens Holding S.p.A., Milan, Italy Siemens Home and Office Communication Devices s.r.l., Milan, Italy Siemens IT Solutions and Services S.p.A., Milan, Italy Siemens Medical Solutions Diagnostics S.r.I., Milan, Italy Siemens Renting S.p.A., Milan, Italy Siemens S.p.A., Milan, Italy Siemens Transformers S.p.A., Spini di Gardalo, Italy Siemens VAI Metals Technologies S.r.l., Marnate, Italy Siemens VDO Automotive S.p.A., Pisa, Italy Siemens VDO Trading S.r.l., Milan, Italy Siemens Water Technologies S.p.A., Casteggio, Italy Trench Italia S.r.l., Savona, Italy TurboCare S.p.A., Turin, Italy UGS Holdings (Italy) S.r.l., Milan, Italy UGS Italia S.r.l., Milan, Italy Koncar Power Transformers Ltd., Zagreb, Croatia Siemens d.d., Zagreb, Croatia Siemens SIA, Riga, Latvia UAB Siemens, Vilnius, Lithuania Siemens IT Solutions and Services Finance SA, Luxemburg, Luxemburg Tecnomatix Technologies SARL, Luxemburg, Luxemburg Bruinhof B.V., Rotterdam, The Netherlands OSRAM Benelux B.V., Capelle a/d Ijssel, The Netherlands Osram Holding B.V., Capelle a/d Ijssel, The Netherlands Siemens Audiologische Technik B.V.,The Hague, The Netherlands Siemens Building Technologies Holding B.V., Zoetermeer, The Netherlands


Siemens Capital B.V., The Hague, The Netherlands Siemens Diagnostics Holding II B.V., The Hague, The Netherlands Siemens Enterprise Communications B.V., The Hague, The Netherlands Siemens Finance B.V., The Hague, The Netherlands Siemens Financieringsmaatschappij N.V., The Hague, The Netherlands Siemens Home and Office Communication Devices B.V., The Hague, The Netherlands Siemens Industrial Turbomachinery B.V., Hengelo, The Netherlands Siemens Industrial Turbomachinery Holding N.V., Hengelo, The Netherlands Siemens International Holding B.V., The Hague, The Netherlands Siemens Lease B.V., The Hague, The Netherlands Siemens Medical Solutions Diagnostics B.V., Breda, The Netherlands Siemens Medical Solutions Diagnostics Finance B.V., The Hague, The Netherlands Siemens Medical Solutions Diagnostics Holding I B.V., Breda, The Netherlands Siemens Nederland N.V., The Hague, The Netherlands Siemens VDO Trading B.V., Amsterdam, The Netherlands Trench Electric B.V., The Hague, The Netherlands Trench Electric Holding B.V., The Hague, The Netherlands Unigraphics Solutions B.V., s Hertogenbosch, The Netherlands VA TECH ELIN Holding B.V., Amersfoort, The Netherlands VA TECH ELIN Service B.V., Amersfoort, The Netherlands VA TECH T&D NL B.V., Amersfoort, The Netherlands OSRAM AS, Baerum, Norway Siemens AS, Oslo, Norway Siemens Business Services AS, Oslo, Norway Siemens Medical Solutions Diagnostics AS, Asker, Norway Siemens Oil and Gas Offshore AS, Oslo, Norway addIT Dienstleistungen GmbH & Co KG, Klagenfurt, Austria Arbeitsmarktservice BetriebsgmbH, Vienna, Austria Arbeitsmarktservice BetriebsgmbH & Co KG, Vienna, Austria BFE Studio- und Medien-Systeme GmbH, Vienna, Austria ComBuild Kommunikations & Gebäudetechnologie GmbH, Vienna, Austria ELIN EBG Traction GmbH, Vienna, Austria ETM professional control GmbH, Eisenstadt, Austria FSG Financial Services GmbH, Vienna, Austria INNOVEST Kapitalanlage AG, Vienna, Austria iSEC – IT Services and Enterprise Communications GmbH, Vienna, Austria KDAG Beteiligungen GmbH, Vienna, Austria Linya Nachrichtentechnologie GmbH & Co OHG, Vienna, Austria Siemens Aktiengesellschaft Österreich, Vienna, Austria Siemens Beteiligungen GmbH, Vienna, Austria Siemens Building Technologies GmbH, Vienna, Austria Siemens Elin Buildings and Infrastructure GmbH & Co, Linz, Austria Siemens Elin Haustechnik GmbH & Co, Linz, Austria Siemens Enterprise Communications GmbH, Vienna, Austria Siemens Gebäudemanagement & -Services G.m.b.H., Vienna, Austria Siemens Home and Office Communication Devices GmbH, Vienna, Austria Siemens InnoFT Beteiligungen GmbH, Vienna, Austria Siemens IT Solutions and Services GmbH & Co KG, Vienna, Austria Siemens Konzernbeteiligungen GmbH, Vienna, Austria Siemens Leasing GmbH, Vienna, Austria


Siemens Personaldienstleistungen GmbH & Co KG, Vienna, Austria Siemens Power Generation Anlagentechnik GmbH, Vienna, Austria Siemens Transportation Systems GmbH, Vienna, Austria Siemens Transportation Systems GmbH & Co KG, Vienna, Austria Siemens VAI Metals Technologies GmbH, Linz, Austria Siemens VAI Metals Technologies GmbH & Co, Linz, Austria Siemens VDO Automotive GmbH, Vienna, Austria Siemens VDO Trading Ges.m.b.H., Vienna, Austria SIMEA Gesellschaft zur Fertigung elektronischer Komponenten GmbH & Co KG, Siegendorf, Austria Sitos-Internet-Schulungs-technologie GmbH, Vienna, Austria Trench Austria GmbH, Leonding, Austria TSG EDV-Terminal-Service Ges.m.b.H., Vienna, Austria UGS PLM Solutions (Austria) GmbH, Linz, Austria unit-IT Dienstleistungs GmbH & Co KG, Linz, Austria VA TECH EBG Transformatoren GmbH & Co, Linz, Austria VA TECH ELIN Transformatoren GmbH & Co, Weiz, Austria VA TECH Immobilien Projektentwicklungsgesellschaft mbH, Vienna, Austria VA TECH Transmission & Distribution GmbH & Co KEG, Vienna, Austria DPC Polska Sp. z o.o., Cracow, Poland Energoserwis S.A., Lubliniec, Poland OSRAM Sp. z o.o., Warsaw, Poland Siemens Enterprise Communications Sp. z o.o., Warsaw, Poland Siemens Finance Sp. z o.o., Warsaw, Poland Siemens Industrial Turbomachinery Sp. z o.o., Elblag, Poland Siemens Medical Solutions Diagnostics Sp. z o.o., Warsaw, Poland Siemens Sp. z o.o., Warsaw, Poland TurboCare Sp. z o.o., Breslau, Polen UGS Sp. z.o.o., Warsaw, Poland Westinghouse Modelpol Sp. z o.o., Lubliniec, Poland Amerlab – Sistemas de Diagnóstico para Laboratório, Limitada, Lisbon, Portugal OSRAM Empresa de Aparelhagem Eléctrica Lda., Lisbon, Portugal Siemens Enterprise Communications, S.A., Amadora, Portugal Siemens S.A., Lisbon, Portugal FORTE BUSINESS SERVICES S.R.L., Bucharest, Romania Siemens Electrical Installation Technology S.R.L., Sibiu, Romania Siemens Program and System Engineering S.R.L., Brasov, Romania Siemens S.R.L., Bucharest, Romania Siemens VDO Automotive S.R.L., Timisoara, Romania SIMEA Sibiu S.R.L., Sibiu, Romania Wallace & Tiernan S.R.L., Bucharest, Romania Aptus Elektronik AB, Askim, Sweden Bewator AB, Solna, Sweden Bewator Group AB, Solna, Sweden Bewator Holding AB, Solna, Sweden Norwesco AB, Täby, Sweden Siemens AB, Upplands Väsby, Sweden Siemens Enterprise Communications AB, Upplands Väsby, Sweden Siemens Financial Services AB, Stockholm, Sweden Siemens Home and Office Communication Devices AB, Upplands Väsby, Sweden Siemens Industrial Turbomachinery AB, Finspong, Sweden


Siemens IT Solutions and Services AB, Stockholm, Sweden Siemens Laser Analytics AB, Göteborg, Sweden Siemens Medical Solutions Diagnostics AB, Mölndal, Sweden UGS Svenska AB, Kista, Sweden Huba Control AG, Würenlos, Sweden OSRAM AG, Winterthur, Switzerland Siemens Audiologie AG, Adliswil, Switzerland Siemens Beteiligungs-Verwaltung Schweiz AG, Zurich, Switzerland Siemens Enterprise Communications AG, Zurich, Switzerland Siemens Fuel Gasification Technology Holding AG, Zug, Switzerland Siemens Home and Office Communication Devices Schweiz GmbH, Solothurn, Switzerland Siemens Leasing AG, Zurich, Switzerland Siemens Power Holding AG, Zug, Switzerland Siemens Schweiz AG, Zurich, Switzerland Siemens VDO Automotive AG, Neuhausen a. Rheinfall, Switzerland Trench Switzerland AG, Basel, Switzerland UGS PLM Solutions AG, Urdorf, Switzerland Siemens d.o.o. Beograd, Belgrade, Serbia and Montenegro SIEMENS IT SOLUTIONS AND SERVICES D.O.O., Belgrade, Serbia and Montenegro OEZ Slovakia, spol. s r.o., Bratislava, Slovakia OSRAM Slovakia a.s., Nové Zámky, Slovakia Siemens Enterprise Communications a.s., Bratislava, Slovakia Siemens IT Solutions and Services, s.r.o., Bratislava, Slovakia Siemens Program and System Engineering s.r.o., Bratislava, Slovakia Siemens s.r.o., Bratislava, Slovakia Siemens d.o.o., Ljubljana, Slovakia Siemens Transportation Systems d.o.o., Maribor, Slovenia DPC Dipesa S.A., Madrid, Spain Nertus Mantenimiento Ferroviario S.A., Barcelona, Spain OSRAM S.A., Madrid, Spain Siemens Building Technologies Security S.A., Madrid, Spain Siemens Busbar Trunking Systems S.L., Barcelona, Spain Siemens Enterprise Communications S.A., Madrid, Spain Siemens Fire & Security Products, S.A., Madrid, Spain Siemens Holding S.L., Madrid, Spain Siemens Home and Office Communication Devices S.L., Madrid, Spain Siemens Renting S.A., Madrid, Spain Siemens S.A., Madrid, Spain Siemens VAI Metals Technologies S.A., Guecho, Spain Siemens VDO Automotive S.A., Barcelona, Spain Telecomunicación, Electrónica y Conmutación S.A., Madrid, Spain UGS PLM Solutions S.L., Barcelona, Spain VDO Instruments Holding Espana S.L., Barcelona, Spain ANF DATA spol. s.r.o., Prague, Czech Republic ELTODO-dopravni systemy s.r.o., Prague, Czech Republic OEZ s.r.o., Letohrad, Czech Republic OSRAM Bruntál s.r.o., Bruntál, Czech Republic Siemens Automobilové Systémy s.r.o., Frenstát, Czech Republic Siemens Electric Machines s.r.o., Drasov, Czech Republic Siemens Elektromotory s.r.o., Mohelnice, Czech Republic


Siemens Engineering a.s., Prague, Czech Republic Siemens Enterprise Communications s.r.o., Prague, Czech Republic Siemens Industrial Turbomachinery s.r.o., Brünn, Czech Republic Siemens IT Solutions and Services, s.r.o., Prague, Czech Republic Siemens Kolejova vozidla s.r.o., Prague, Czech Republic Siemens Medical Solutions Diagnostics s.r.o., Prague, Czech Republic Siemens Nizkonapet ova spinaci technika s.r.o., Trutnov, Czech Republic Siemens s.r.o., Prague, Czech Republic Siemens VAI Metals Technologies s r.o., Prague, Czech Republic Siemens VDO Automotive s.r.o., Brandys, Czech Republic UGS PLM Solutions s.r.o., Prag, Czech Republic OSRAM Ampul Ticaret A.S., Istanbul, Turkey Siemens EC Kurumsal Iletisim Hizmetleri Sanayi ve Ticaret Anonim Sirketi, Istanbul, Turkey Siemens Finansal Kiralama A.S., Istanbul, Turkey Siemens Sanayi ve Ticaret A.S., Istanbul, Turkey evosoft Hungary Szamitastechnikai Kft., Budapest, Hungary Labscreen Orvosi Labordiagnosztikai és Keresjedekmi Kft., Budapest, Hungary Siemens Enterprise Communications Kft., Budapest, Hungary Siemens Erömütechnika Kft., Budapest, Hungary Siemens Finance Rt., Budapest, Hungary Siemens Investor Kft., Budapest, Hungary Siemens Leasing Kft., Budapest, Hungary Siemens PSE Program- és Rendszerfejlesztö Kft., Budapest, Hungary Siemens Transzformátor Kft., Budapest, Hungary Siemens Zrt., Budapest, Hungary J. N. Kelly Security Holding Limited, Larnaka, Cyprus

3. The Americas (173 companies) OSRAM Argentina S.A.C.I., Buenos Aires, Argentina Siemens Enterprise Communications, S.A., Buenos Aires, Argentina Siemens IT Solutions and Services S.A., Buenos Aires, Argentina Siemens S.A., Buenos Aires, Argentina Siemens Soluciones Tecnológicas Sociedad Anónima, Santa Cruz de la Sierra, Bolivia Chemtech Servicos de Engenharia e Software Ltda., Rio de Janeiro, Brazil DPC Medlab Productos Medico-Hospitalares Ltda., São Paulo, Brazil Iriel Ltda., Canoas, Brazil OSRAM do Brasil Lampadas Elétricas Ltda., Osasco, Brazil Siemens Consultoria Ltda., São Paulo, Brazil Siemens Eletroeletronica S.A., Manaus, Brazil Siemens Enterprise Communications Tecnología da infromacao e communicacoes corporativas Ltda., São Paulo, Brazil Siemens Home and Office Equipamentos de Comunicação Ltda., São Paulo, Brazil Siemens Ltda., São Paulo, Brazil Siemens Medical Solutions Diagnostics Ltda., São Paulo, Brazil Siemens Securities Services Ltda., São Paulo, Brazil Siemens VAI Metals Technologies Ltda., Belo Horizonte, Brazil Siemens VDO Automotive Industria e Comercio Ltda., Manaus, Brazil Siemens VDO Automotive Ltda., Guarulhos, Brazil Siemens VDO Industria e Comercio de Pecas de Reposicao Automotivas Ltda., São Paulo, Brazil Trench Brazil Ltda., Contagem, Brazil Unigraphics Solutions do Brasil Ltda., Sao Caetano do Sul, Brazil


USFilter Water & Wastewater Equipamentos Ltda., São Paulo, Brazil VOEST-ALPINE INDUSTRIAL SERVICES do Brasil Ltda., Volta Redonda, Brazil Siemens Enterprise Communications Ltda., Santiago de Chile, Chile Siemens S.A., Santiago de Chile, Chile Siemens S.A., San José, Costa Rica Siemens Holding S.A., Santo Domingo, Dominican Republic Siemens Enterprise Communications S.A., Quito, Ecuador Siemens S.A., Quito, Ecuador Siemens S.A., Antiguo Cuscatlán, El Salvador Siemens Electrotécnica S.A., Guatemala-Stadt, Guatemala Siemens Diagnostics Manufacturing Limited, George Town, Cayman Islands 3805328 Canada Inc., Mississauga, Ontario, Canada 4204824 Canada Inc., Mississauga, Ontario, Canada Chantry Networks, Inc., Mississauga, Ontario, Canada MRI Canada Ltd., Sault Ste. Marie, Ontario, Canada OSRAM Sylvania Ltd., Mississauga, Ontario, Canada Sidelco Inc., Quebec City, Québec, Canada Siemens Building Technologies Ltd., Mississauga, Ontario, Canada Siemens Canada Ltd., Mississauga, Ontario, Canada Siemens Enterprise Communications Inc., Mississauga, Ontario, Canada Siemens IT Solutions and Services Inc. (Canada), Mississauga, Ontario, Canada SIEMENS MEDICAL SOLUTIONS DIAGNOSTICS, INC., Mississauga, Ontario, Canada Siemens Milltronics Process Instruments, Inc., Peterborough, Ontario, Canada Siemens VDO Automotive Canada Inc., Mississauga, Ontario, Canada Siemens Water Technologies Canada, Inc., Mississauga, Ontario, Canada Trench Ltd., Saint John, New Brunswick, Canada Turbocare Canada Ltd., Calgary, Alberta, Canada Unigraphics Solutions Canada Ltd., Mississauga, Ontario, Canada VA TECH Transformateurs Ferranti-Packard (Québec) Inc., Trois Rivières, Québec, Canada Wheelabrator Air Pollution Control (Canada) Inc., Milton, Ontario, Canada Siemens Enterprise Communications Limitada, Bogotá, Columbia Siemens Medical Solutions Diagnostics srl, Bogotá, Columbia Siemens S.A., Bogotá, Columbia Grupo Siemens S.A. de C.V., México D.F., Mexico Indústria de Trabajos Eléctricos S.A. de C.V., Ciudad Juárez, Mexico Industrias OSRAM de México S.A., Tultitlán, Mexico OSRAM de México S.A. de C.V., Tultitlán, Mexico OSRAM S.A. de C.V., Tultitlán, Mexico Proyectos de Energia S.A. de C.V., México D.F., Mexico Siemens Automotive Inmobiliaria S.A. de C.V., Tlajomulco de Zuniga, Jalisco, Mexico Siemens Enterprise Communications S.A. de C.V., México D.F., Mexico Siemens Enterprise Communications Servicios S.A. de C.V., México D.F., Mexico Siemens Inmobiliaria S.A. de C.V., México D.F., Mexico Siemens Innovaciones S.A. de C.V., México D.F., Mexico Siemens Medical Solutions Diagnostics S. de R.L. de C.V., México D.F., Mexico Siemens Medical Solutions Servicios S. de R.L. de C.V., México D.F., Mexico Siemens Servicios S.A. de C.V., México D.F., Mexico Siemens Transformadores, S.A. de C.V., Guanajuato, Mexico Siemens VDO S.A. de C.V., Guadalajara, Mexico Siemens VDO Servicios S.A. de C.V., Guadalajara, Mexico


Siemens, S.A. de C.V., México D.F., Mexico Sylvania Componentes Electrónicos S.A., Ciudad Juárez, Mexico Unigraphics Solutions de México S.A. de C.V., Santa Fe, Mexico USFilter Chemfeed S.A. de C.V., Tultitlán, Mexico USFilter Chemfeed Services S.A. de C.V., Tultitlán, Mexico Siemens S.A., Managua, Nicaragua Siemens Enterprise Communications S.A.C., Lima, Peru Siemens S.A.C., Lima, Peru Advanced Burner Technologies Corp., South Pluckemin, NJ, USA Chantry Networks Corp., Waltham, MA, USA Demag Delaval Turbomachinery Corp., Trenton, NJ, USA Electone, Inc., Longwood, FL, USA International Petroleum Corp. of Delaware, Wilmington, DE, USA Jet Turbine Service, Inc., Boca Raton, FL, USA Litronix, Inc., Cupertino, CA, USA Mannesmann Corp., New York, NY, USA M-E Manufacturing and Services, Inc., Plymouth, MN, USA OSRAM Opto Semiconductors, Inc., Santa Clara, CA, USA OSRAM Sylvania Products, Inc., Danvers, MA, USA OSRAM Sylvania Puerto Rico Corp., Luquillo, PR, USA OSRAM Sylvania Transport, Inc., Danvers, MA, USA OSRAM Sylvania, Inc., Danvers, MA, USA P.E.T.NET Houston, LLC, Knoxville, TN, USA PETNET Solutions, Inc., Knoxville, TN, USA Rexton, Inc., Plymouth, MN, USA Schlesinger-Siemens Electrical, LLC, Alpharetta, GA, USA Siemens Asset Services, Inc., Wilmington, DE, USA Siemens Building Technologies, Inc., Buffalo Grove, IL, USA Siemens Business Services Media Consultancy LLC, Wilmington, DE, USA Siemens Business Services Media Holdings LLC, Wilmington, DE, USA Siemens Capital Company LLC, Iselin, NJ, USA Siemens Communications, Inc., Boca Raton, FL, USA Siemens Corporate Research, Inc., Princeton, NJ, USA Siemens Corporation, New York, NY, USA Siemens Demag Delaval Turbomachinery, Inc., Hamilton, NJ, USA Siemens Diesel Systems Technology LLC, Blythewood, SC, USA Siemens Energy & Automation, Inc., Alpharetta, GA, USA Siemens Financial Services, Inc., Iselin, NJ, USA Siemens Financial, Inc., Iselin, NJ, USA Siemens Fossil Power Corp., Milwaukee, WI, USA Siemens Fossil Services, Inc., Orlando, FL, USA Siemens Government Services, Inc., Reston, VA, USA Siemens Hearing Instruments, Inc., Piscataway, NJ, USA Siemens Home and Office Communication Devices LLC, Dallas, TX, USA Siemens Industrial Turbomachinery, Inc., Houston, TX, USA Siemens IT Solutions and Services Inc., Norwalk, CT, USA Siemens Medical Solutions Diagnostics, Los Angeles, CA, USA Siemens Medical Solutions USA, Inc., Malvern, PA, USA Siemens Molecular Imaging, Inc., Knoxville, TN, USA Siemens One, Inc., Alpharetta, GA, USA


Siemens Power Generation Operating Services Company, Orlando, FL, USA Siemens Power Generation Service Company, Ltd., Orlando, FL, USA Siemens Power Generation Systems Company, Orlando, FL, USA Siemens Power Generation, Inc., Orlando, FL, USA Siemens Power Plant Operating Services Co. Ltd., Orlando, FL, USA Siemens Power Transmission & Distribution, Inc., Raleigh, NC, USA Siemens Preclinical Solutions, LLC, Knoxville, TN, USA Siemens Product Lifecycle Management Software, Inc., Plano, TX, USA Siemens Public, Inc., Wilmington, DE, USA Siemens Real Estate, Inc., Iselin, NJ, USA Siemens Shared Services LLC, Iselin, NJ, USA Siemens Subscriber Networks LLC, Dallas, TX, USA Siemens Technology-to-Business Center LLC, Berkeley, CA, USA Siemens Transportation Systems, Inc., Sacramento, CA, USA Siemens Treated Water Outsourcing Corp., Rockford, IL, USA Siemens USA Holdings, Inc., New York, NY, USA Siemens VAI Services, LLC, Canonsburg, PA, USA Siemens VDO Automotive Corp., Auburn Hills, MI, USA Siemens VDO Electric Drives Inc., Dearborn, MI, USA, USA Siemens VDO Holding Company Inc., Auburn Hills, MI, USA Siemens Venture Capital, Inc., New York, NY, USA Siemens Water Technologies Corp., Boston, MA, USA Siemens Water Technologies Holding Corp., Warrendale, PA, USA Siemens Water Technologies Transport Corp., South Bend, IN, USA Siemens Westinghouse Generation Service Co., Orlando, FL, USA SMI Holding LLC, New York, NY, USA SMS Capital Services, Inc., Wilmington, DE, USA SMS Enterprises, Inc., Wilmington, DE, USA Steel Related Technology new LLC, Blytheville, AR, USA Sylvania Lighting Services Corp., Danvers, MA, USA Tecnomatix Technologies, Inc., Plano, TX, USA The Colorado Medical Cyclotron, LLC, Knoxville, TN, USA Trench Electric USA Ltd., Wilmington, DE, USA Turbine Airfoil Coating & Repair LLC, Middletown, NY, USA Turblex Inc., Springfield, MO, USA TurboCare LLC, Dallas, TX, USA TurboCare, Inc., Chicopee, MA, USA UGS Capital Corp., Plano, TX, USA UGS Capital Corp.II, Plano, TX, USA UGS European Holdings, Inc., Plano, TX, USA UGS Holdings, Inc., Plano, TX, USA UGS Israeli Holdings, Inc., Plano, TX, USA UGS Japanese Holdings, Inc., Plano, TX, USA UGS PLM Solutions Asia/Pacific Incorporated, Plano, TX, USA Valeo Sylvania LLC, Seymour, IN, USA Wheelabrator Air Pollution Control, Inc., Pittsburgh, PA, USA Winergy Drive Systems Corp., Elgin, IL, USA DPC Venezuela C.A., Caracas, Venezuela Servicios Industriales SERWESTCA C.A., Caracas, Venezuela Siemens Enterprise Communications Sociedad Anónima, Caracas, Venezuela


Siemens S.A., Caracas, Venezuela

4. Asia-Pacific (152 companies) King Hearing Aids Pty. Ltd., Bayswater, Australia Memcor Australia Pty. Ltd., South Windsor, Australia Memtech Pty. Ltd., South Windsor, Australia OSRAM Australia Pty. Ltd., Sydney, Australia Siemens Hearing Instruments Pty. Ltd., Bayswater, Australia Siemens Ltd., Bayswater, Australia Siemens Medical Solutions Diagnostics Pty. Ltd., Doncaster, Australia Siemens Rail Services Bayside Pty. Ltd., Bayside, Australia Siemens Rail Services Swanston Pty. Ltd., Swanston, Australia Siemens VDO Automotive Pty. Ltd., Heidelberg West, Australia USFilters Stranco Aquatic Pty. Ltd., Brookvale, Australia Wallace & Tiernan Pty. Ltd., Sydney, Australia Siemens Bangladesh Ltd., Dhaka, Bangladesh Beijing CNC Water Technology Ltd., Beijing, China Beijing Siemens Cerberus Electronics Ltd., Beijing, China Chung Tak Lighting Control Systems (Guangzhou) Ltd., Guangzhou, China DPC (Tianjin) Co., Ltd., Tianjin, China MWB (Shanghai) Co Ltd., Shanghai, China OSRAM China Lighting Ltd., Foshan, China OSRAM Kunshan Display Optic Co. Ltd., Kunshan, China Siemens Building Technologies (Tianjin) Ltd., Tianjin, China Siemens Business Communication Systems Ltd., Shanghai, China Siemens Circuit Protection Systems Ltd., Shanghai, China Siemens Electrical Apparatus Ltd., Suzhou, China Siemens Electrical Drives (Shanghai) Ltd., Shanghai, China Siemens Electrical Drives Ltd., Tianjin, China Siemens Electronics Assembly Systems Ltd., Shanghai, Shanghai, China Siemens Factory Automation Engineering Ltd., Beijing, China Siemens Finance and Leasing Ltd., Beijing, China Siemens Financial Services Ltd., Beijing, China Siemens Gas Turbine Parts Ltd., Shanghai, China Siemens Hearing Instruments (Suzhou) Co. Ltd., Suzhou, China Siemens High Voltage Circuit Breakers Ltd., Hangzhou, China Siemens High Voltage Switchgear Guangzhou Ltd., Guangzhou, China Siemens High Voltage Switchgear Ltd., Shanghai, China Siemens Home and Office Communication Devices (Shanghai) Ltd., Shanghai, China Siemens Industrial Automation Ltd., Shanghai, China Siemens Industrial Turbomachinery (Huludao) Co. Ltd., Huludao, China Siemens International Trading (Shanghai) Co. Ltd., Shanghai, China Siemens Low Voltage Circuit Breaker Co. Ltd., Shanghai, China Siemens Ltd., China, Beijing, China Siemens Manufacturing and Engineering Centre Ltd., Shanghai, China Siemens Mechanical Drive Systems (Tianjin) Co., Ltd., Tianjin, China Siemens Medium Voltage Switchgear Co. Ltd., Shenzhen, China Siemens Medium Voltage Switching Technologies (Wuxi) Ltd., Wuxi, China Siemens Mindit Magnetic Resonance Ltd., Shenzhen, China Siemens Numerical Control Ltd., Nanjing, China


Siemens Power Automation Ltd., Nanjing, China Siemens Power Plant Automation Ltd., Nanjing, China Siemens Program and System Engineering (Nanjing) Co. Ltd., Nanjing, China Siemens Sensors & Communication Ltd., Dalian, China Siemens Shanghai Medical Equipment Ltd., Shanghai, China Siemens Signalling Co. Ltd., Xi’an, Xian, China Siemens Standard Motors Ltd., Jiangsu, Yizheng, China Siemens Surge Arresters Ltd., Wuxi, China Siemens Switchgear Co. Ltd., Shanghai, China Siemens Technology Development (Beijing) Ltd. Corp., Beijing, China Siemens Traction Equipment (Zhuzhou) Ltd., Zhuzhou, China Siemens Transformer Company Ltd., Jinan, China Siemens VAI Manufacturing (Taicang) Co., Ltd., Taicang, China Siemens VDO Asia Pacific Co. Ltd., Shanghai, China Siemens VDO Automotive (Wuhu) Co. Ltd., Wuhu, China Siemens VDO Automotive Changchun Co. Ltd., Changchun, China Siemens VDO Automotive Huizhou Co. Ltd., Huizhou, China Siemens VDO Automotive Shanghai Co. Ltd., Shanghai, China Siemens VDO Electric Motor (Shanghai) Co. Ltd., Shanghai, China Siemens Wiring Accessories Shandong Ltd., Zibo, China Siemens X-Ray Vacuum Technology Ltd., Wuxi, China Trench Fushun Bushing Co. Ltd., Fushun, China Trench High Voltage Products Ltd., Shenyang, China Unigraphics Solutions (China) Co., Ltd., Shanghai, China VA TECH Elin Transformer Guangzhou Co. Ltd., Guangzhou, China Winergy Drive Systems (Tianjin) Co. Ltd., Tianjin, China Avenues (Hong Kong) Limited, Hong Kong, Hong Kong CNC (China) Water Technology Limited, Hong Kong, Hong Kong OSRAM Lighting Control Systems Ltd., Hong Kong, Hong Kong OSRAM Prosperity Holding Company Ltd., Wanchai, Hong Kong Siemens Building Technologies (China) Ltd., Hong Kong, Hong Kong Siemens Ltd., Hong Kong, Hong Kong Siemens Medical Solutions Diagnostics Limited, Hong Kong, Hong Kong Siemens Product Lifecycle Management Software (HK) Limited, Hong Kong, Hong Kong Siemens VDO Automotive Ltd., Hong Kong, Hong Kong Flender Ltd., Kalkutta, India OSRAM India Pvt. Ltd., Gurgaon, India Siemens Building Technologies Pvt. Ltd., Chennai, India Siemens Corporate Finance Pvt. Ltd., Mumbai, India Siemens Enterprise Communications Pvt. Ltd., Mumbai, India Siemens Hearing Instruments Pvt. Ltd., Bangalore, India Siemens Industrial Turbomachinery Services Private Limited, Bangalore, India Siemens Information Processing Services Pvt. Ltd., Bangalore, India Siemens Information Systems Ltd., Mumbai, India Siemens Ltd., Mumbai, India Siemens Medical Solutions Diagnostics Ltd., Baroda, India Siemens Power Engineering Pvt. Ltd., Gurgaon, India Siemens VAI Metals Technologies Private Limited, Kalkutta, India UGS India Private Limited, Neu Delhi, India Winergy Drive Systems India Pvt. Ltd., Chennai, India


P.T. OSRAM Indonesia, Tangerang, Indonesia P.T. Siemens Hearing Instruments, Batam, Indonesia P.T. Siemens Indonesia, Jakarta, Indonesia Nihon Tecnomatix K.K., Tokyo, Japan OSRAM Ltd., Yokohama, Japan OSRAM-MELCO Ltd., Yokohama, Japan OSRAM-MELCO Toshiba Lighting Ltd., Yokosuka, Japan Siemens Financial Services K.K., Tokyo, Japan Siemens Hearing Instruments K.K., Tokyo, Japan Siemens K.K., Tokyo, Japan Siemens Medical Solutions Diagnostics K.K., Tokyo, Japan Siemens VDO Automotive K.K., Tokyo, Japan Siemens-Asahi Medical Technologies Ltd., Tokyo, Japan UGS PLM Solutions K.K., Tokyo, Japan Yaskawa Siemens Numerical Controls Corp., Tokyo, Japan CTIMI Korea Co., Ltd., Seoul Korea OSRAM Korea Co. Ltd., Ansan-City Korea Siemens Automotive Systems Corp., Seoul Korea Siemens Building Technologies Ltd., Gimpo Korea Siemens Ltd., Seoul Korea Siemens Medical Solutions Diagnostics Limited, Seoul Korea Siemens VDO Automotive Ltd., Seoul Korea Siemens VDO Ltd., Chongwon-gun Korea UGS PLM Korea Ltd., Seoul Korea Ultrasonic Technologies Ltd., Gyeongju Korea OSRAM Opto Semiconductors Sdn. Bhd., Penang, Malaysia OSRAM Technologies (Malaysia) Sdn. Bhd., Penang, Malaysia Siemens Enterprise Networks Sdn. Bhd., Petaling Jaya, Malaysia Siemens Malaysia Sdn. Bhd., Petaling Jaya, Malaysia Siemens Power Generation Asia Pacific Sdn. Bhd., Petaling Jaya, Malaysia Siemens VDO Automotive (Malaysia) Sdn. Bhd., Prai, Malaysia Siemens VDO Components (Malaysia) Sdn. Bhd., Prai, Malaysia Siemens VDO Instruments (Malaysia) Sdn. Bhd., Prai, Malaysia Siemens (N.Z.) Ltd., Auckland, New Zealand Carrier Telephone Industries Ltd., Islamabad, Pakistan Siemens Enterprise Communications (Private) Limited, Karachi, Pakistan Siemens Pakistan Engineering Co. Ltd., Karachi, Pakistan Siemens Power Operations, Inc., Manila, Philippines Siemens, Inc., Manila, Philippines Demag Delaval Industrial Turbomachinery (Singapore) Pte. Ltd., Singapore, Singapore Electocatalytic Products Pte. Ltd., Singapore, Singapore OSRAM Pte. Ltd., Singapore, Singapore Siemens Energy Management and Information Systems Pte. Ltd., Singapore, Singapore Siemens Enterprise Communications Pte. Ltd., Singapore, Singapore Siemens IT Solutions and Services Pte. Ltd., Singapore, Singapore Siemens Medical Instruments Pte. Ltd., Singapore, Singapore Siemens Product Lifecycle Management Software (SG) Pte. Ltd., Singapore, Singapore Siemens Pte. Ltd., Singapore, Singapore Siemens VDO Automotive Pte. Ltd., Singapore, Singapore OSRAM Taiwan Company Ltd., Taipeh, Taiwan


Siemens Ltd., Taipeh, Taiwan Siemens Business Communication Systems Ltd., Bangkok, Thailand Siemens Industrial Services Ltd., Bangkok, Thailand Siemens Ltd., Bangkok, Thailand Siemens Ltd., Ho Chi Minh City, Vietnam

5. Other countries (59 companies) Siemens Ltd., Cairo, Egypt VA TECH Transmission & Distribution s.a.e., Cairo, Egypt ESTEL Rail Automation SPA, Algiers, Algeria Siemens Spa, Algiers, Algeria Siemens W.L.L., Manama, Bahreïn Demag Delaval Desoil Services (Sherkate Sahami Khass), Qeshm, Iran Siemens Sherkate Sahami (Khass), Teheran, Iran Robcad Limited, Herzliya, Israel Siemens Computer Aided Diagnosis Ltd., Jerusalem, Israel Siemens Israel Ltd., Tel Aviv, Israel Tecnomatix Ltd., Herzliya, Israel Tecnomatix Technologies Ltd., Herzliya, Israel UGS Israeli Holdings (Israel) Ltd., Herzliya, Israel Siemens TOO, Almaty, Kazakhstan Siemens Ltd., Nairobi, Kenia Siemens Electrical & Electronic Services K.S.C., Kuwait, Kuwait Siemens Enterprise Communications S.A., Casablanca, Morocco Siemens Plant Operations Tahaddart SARL, Tangiers, Morocco Siemens S.A., Casablanca, Morocco Siemens Pty. Ltd., Windhoek, Namibia Siemens Ltd., Lagos, Nigeria Siemens L.L.C., Muscat, Oman Siemens W.L.L., Doha, Qatar OAO OSRAM, Smolensk, Russian Federation OOO Demag Delaval Power Nevski, St. Petersburg, Russian Federation OOO Nauchnoproizvodstvennoye predpriatiye AVTOELEKRONIKA-ELCAR, Kaluga, Russian Federation OOO Siemens, Moscow, Russian Federation OOO Siemens Enterprise Communications, Moscow, Russian Federation OOO Siemens IT Solutions and Services, Moscow, Russian Federation OOO Siemens Management Infrastruktury y Imuschestwa, Moscow, Russian Federation OOO Siemens VDO Automotive, Moscow, Russian Federation OOO Siemens VDO Engineering, Moscow, Russian Federation Unigraphics Solutions Limited Liability Company, Moscow, Russian Federation Arabia Electric Ltd. (Equipment), Jeddah, Saudi Arabia ISCOSA Industries and Maintenance Ltd., Riyadh, Saudi Arabia Siemens Ltd., Jeddah, Saudi Arabia VA TECH T & D Co. Ltd., Riyadh, Saudi Arabia Flender Power Transmission (Pty) Ltd., Johannesburg, South Africa Impilo Consortium (Pty.) Ltd., La Lucia, South Africa Marqott (Proprietory) Limited, Pretoria, South Africa Marqott Holdings (Pty.) Ltd., Pretoria, South Africa OSRAM (Pty.) Ltd., Midrand, South Africa Siemed Services (Pty.) Ltd., Mayville, South Africa


Siemens Business Services Holdings (Pty.) Ltd., Johannesburg, South Africa Siemens Demag Delaval Turbomachinery (Pty.) Ltd., Johannesburg, South Africa Siemens Enterprise Communications (Pty.) Ltd., Johannesburg, South Africa Siemens Hearing Solution (Pty.) Ltd., Randburg, South Africa Siemens IT Solutions and Services (Pty) Ltd., Johannesburg, South Africa Siemens Ltd., Halfway House, Midrand, South Africa Siemens Medical Solutions Diagnostics Limited, Isando, South Africa Siemens Real Estate Management (Pty.) Ltd., Umtata, South Africa SIEMENS VAI METALS SERVICES (Pty) Ltd., Johannesburg, South Africa Siemens Ltd., Dar Es Salaam, Tanzania Siemens S.A., Tunis, Tunisia DP Siemens Ukraine, Kiev, Ukraine OSRAM Middle East FZE, Dubai, United Arab Emirates SD (Middle East) LLC, Dubai, United Arab Emirates Siemens Home and Office Communication Devices FZ- L.L.C., Dubai, United Arab Emirates Siemens LLC, Abu Dhabi, United Arab Emirates

B) Not consolidated


a) Due to the restrictions on the use of assets

Atecs Mannesmann Unterstützungskasse GmbH, Dusseldorf Unterstützungskasse der VDO Mess- und Regeltechnik GmbH, Schwalbach am Taunus

b) On the basis of immateriality

Airport Munich Logistics and Services GmbH, Hallbergmoos Alpha Verteilertechnik GmbH, Cham Altrade GmbH, Freigericht-Horbach applied international informatics Service GmbH, Dusseldorf applied international informatics Vertrieb GmbH, Dusseldorf Asko Grundstücksverwaltungs-Gesellschaft mbH, Berlin Ausbildungszentrum für Technik, Informationsverarbeitung und Wirtschaft, Paderborn Bocholt Beteiligungs GmbH, Erlangen BWI Informationstechnik GmbH, Meckenheim CAPTA Grundstücks-Verwaltungsgesellschaft mbH, Grünwald CePLuS GmbH Steuerungstechnik GmbH, Magdeburg CHG Communications Beteiligungsverwaltung GmbH, Munich Concert Software und Business Service GmbH in Liquidation, Erlangen Constructa GmbH, Munich CTI Molecular Imaging Europe GmbH, Munster DA Creative GmbH, Munich Demag Mobile Cranes GmbH, Munich DKS Dienstleistungsgesellschaft f. Kommunikationsanlagen des Stadt- und Regionalverkehrs mbH, Cologne EDI – USS Umsatzsteuersammelrechnungen und Signaturen GmbH & Co. KG, Munich EDI – USS Verwaltungsgesellschaft mbH, Munich ePS & RTS Automation Software GmbH, Renningen ETM Deutschland GmbH, Hannover EVB Elektro-Verwaltungsgesellschaft für Beteiligungen mbH, Munich evosoft Business Relations GmbH, Nuremberg


FACTA Grundstücks-Entwicklungs- und Verwaltungsgesellschaft mbH, Munich FACTA Grundstücks-Entwicklungsgesellschaft mbH & Co. KG, Munich Flender VR-GmbH i.L., Bocholt GHG Vermögensverwaltungs-GmbH & Co. KG i.L., Grünwald HV-Turbo GmbH, Neu Wulmstorf ILLIT Grundstücks-Verwaltungsgesellschaft mbH, Grünwald Immosuisse GmbH Immobilien Management i.L., Berlin Indass GmbH für Vermittlung von Versicherungen, Berlin itp Finanzservice Verwaltungsgesellschaft GmbH, Salzkotten KERNIT Grundstücks-Verwaltungsgesellschaft mbH & Co. KG, Grünwald KMK Kunststoff Metall und Komponenten Verwaltungs-GmbH, Karlsruhe KompTime GmbH, Munich Kraftwerksgesellschaft Völklingen mbH & Co. KG, Völklingen Kyros 32 GmbH, Munich Kyros 33 GmbH, Munich Kyros 34 GmbH, Munich Kyros 5 Beteiligungsgesellschaft mbH, Munich Light Distribution Gesellschaft mbH, Herbrechtingen MCE Anlagen- und Rohrleitungsbau GmbH, Ratingen mdexx Magnetronic Devices Verwaltungs-GmbH, Bremen Mercantus Grundstücks-Verwaltungsgesellschaft mbH & Co. KG i.L., Grünwald messMa GmbH, Irxleben NSW Gesellschaft für Vermögensverwaltung mbH i.L., Munich NSW-Hilfe GmbH Unterstützungseinrichtung der Firma NSW Gesellschaft für Vermögensverwaltung mbH in München i.L., Munich OBTec Steuerungstechnik GmbH, Munich OEZ Deutschland GmbH, Schwerin OSRAM Light Consulting GmbH, Munich Patent-Treuhand-Gesellschaft für elektrische Glühlampen mbH, Munich Perlach Grundstücks-Verwaltungsgesellschaft mbH, Grünwald REMECH Systemtechnik GmbH & Co. KG, Kamsdorf REMECH Systemtechnik Verwaltungs-GmbH, Kamsdorf Ruhrpilot Betriebsgesellschaft GmbH, Essen Ruhrtal Hochspannungsgeräte Beteiligungsgesellschaft mbH, Bochum RXS Gesellschaft für Vermögensverwaltung mbH i.L., Munich SAF Beteiligungs GmbH, Grünwald SAF Vermögensverwaltung GmbH & Co. KG, Grünwald SALEBRA Grundstücks-Verwaltungsgesellschaft mbH, Munich SiCED Electronics Development GmbH & Co. KG, Erlangen SiCED Electronics Development Verwaltungs-GmbH, Erlangen SiCrystal AG, Erlangen Siemens Beteiligungen Management GmbH, Grünwald Siemens Beteiligungsgesellschaft für Gebäudemanagement und Services mbH i.L., Erlangen Siemens Building Technologies Beteiligungs-GmbH, Erlangen Siemens Busbar Trunking Systems Verwaltungs- GmbH, Cologne Siemens Communication Devices Management GmbH & Co. OHG, Munich Siemens Communication Devices Verwaltungs GmbH, Munich Siemens Energy Automation Verwaltungs GmbH, Erlangen Siemens Enterprise Communications Management GmbH, Munich Siemens Enterprise Communications Manufacturing Management GmbH, Leipzig


Siemens Grundstücks-Verwaltungsgesellschaft KASSIA mbH, Erlangen Siemens Home and Office Communication Devices Management GmbH, Munich Siemens Industriepark Karlsruhe Verwaltungs-GmbH, Karlsruhe Siemens IT Solutions and Services Beteiligungs- GmbH, Munich Siemens Linear Motor Systems GmbH & Co. KG, Munich Siemens Linear Motor Systems Verwaltungs-GmbH, Munich Siemens Miet- und Portfolio-Beteiligungs-GmbH, Berlin Siemens Power Control GmbH, Langen Siemens Product Lifecycle Management Software III (DE) GmbH, Lindau Siemens Programm- und Systementwicklung GmbH, Hamburg Siemens Real Estate Management GmbH, Munich Siemens Technology Accelerator GmbH, Munich Siemens Technopark Augsburg Verwaltungs GmbH, Augsburg Siemens Technopark Berlin Verwaltungs GmbH, Berlin Siemens Technopark Bruchsal Verwaltungs GmbH, Bruchsal Siemens Technopark GmbH Dresden, Dresden Siemens Technopark Hanau Management GmbH, Hanau Siemens Technopark Mülheim Verwaltungs-GmbH, Mülheim a. d. Ruhr Siemens Technopark Nürnberg Verwaltungs GmbH, Nuremberg Siemens Technopark Verwaltungsgesellschaft mbH, Munich Siemens Venture Capital Fund 1 GmbH, Munich Siemens Venture Capital Fund 2 GmbH, Munich Siemens Wohnungsgesellschaft Management GmbH, Munich Siemens-Electrogeräte GmbH, Munich SIM 2. Grundstücksverwaltungs- und -beteiligungs-GmbH, Munich SIM 4. Grundstücksverwaltungs- und -beteiligungs-GmbH, Munich SIM 6. Grundstücksverwaltungs- und -beteiligungs-GmbH, Munich SIM 7. Grundstücksverwaltungs- und -beteiligungs-GmbH, Munich SIM 8. Grundstücksverwaltungs- und -beteiligungs-GmbH, Munich SIM 12. Grundstücksverwaltungs- und -beteiligungs-GmbH, Munich SIM 13. Grundstücksverwaltungs- und -beteiligungs-GmbH, Munich SIM 14. Grundstücksverwaltungs- und -beteiligungs-GmbH, Grünwald SIM 15. Grundstücksverwaltungs- und -beteiligungs-GmbH, Munich SIM 16. Grundstücksverwaltungs- und -beteiligungs-GmbH, Munich SIM 17. Grundstücksverwaltungs- und -beteiligungs-GmbH, Grünwald SIM 18. Grundstücksverwaltungs- und -beteiligungs-GmbH, Munich SIM 20. Grundstücksverwaltungs- und -beteiligungs-GmbH, Erlangen SIM 21. Grundstücksverwaltungs- und -beteiligungs-GmbH, Munich SVM Star Ventures Management GmbH Nr. 3 & Co. Beteiligungs KG Nr. 4, Munich SVM Star Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG, Munich SVM Star Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 2, Munich SVM Star Ventures Managementgesellschaft mbH Nr. 3 & Co. Beteiligungs KG Nr. 3, Munich SYKATEC Verwaltungs-GmbH, Erlangen Syngenia Management Gesellschaft mbH, Munich TGB Technisches Gemeinschaftsbüro GmbH, Kassel VA TECH Finance (Deutschland) GmbH, Berlin VA TECH WABAG Deutschland GmbH, Zwenkau Vertacross Verwaltungsgesellschaft mbH, Nuremberg Verwaltung Poolbeg Vermiet GmbH, Munich VMZ Berlin Betreibergesellschaft mbH, Berlin


VTW Anlagen Deutschland GmbH, Ravensburg VTW Pensionsverwaltung GmbH, Munich yanistra GmbH, Augsburg YARD Grundstücks-Verwaltungsgesellschaft mbH, Munich ZIPPOS Management GmbH, Augsburg ZIRKON Grundstücks-Verwaltungsgesellschaft mbH, Grünwald

2. International (396 companies)

a) Due to the restrictions on the use of assets

Siemens Mitarbeitervorsorgekasse AG, Vienna, Austria Siemens Pensionskasse AG, Vienna, Austria

b) On the basis of immateriality

Schneider Electric High Voltage Trading & Distribution LLC, Cairo, Egypt Siemens Ltd. for Trading, Cairo, Egypt Security Management Technologies Albania Sh.p.k., Tirana, Albania VA TECH WABAG Algerie SARL, Algier, Algeria Siemens S.A., Luanda, Angola Cerberus Mac Keon S.R.L., Buenos Aires, Argentina Ingdesi S.A., Buenos Aires, Argentina Siemens IT Services S.A., Buenos Aires, Argentina Siemens Medical Solutions Diagnostics S.A., Buenos Aires, Argentina VA TECH International Argentina SA, Buenos Aires, Argentina VIA Argentina, S.A., Buenos Aires, Argentina Siemens (Pvt) Ltd., Addis Abeba, Ethiopia Flender Australia Pty. Ltd., Sydney, Australia Siemens Building Technologies Pty. Ltd., Mount Waverly, Australia Siemens Product Lifecycle Management Software (AUS) Pty Ltd., Melbourne, Australia VA TECH Australia Pty. Ltd., Melbourne, Australia Bewator NV, Gentbrugge, Belgium N.V. Flender Belge S.A., Vilvorde, Belgium SDRC Belgium N.V./S.A., Brussels, Belgium Siemens Metering S.A., Zaventem, Belgium VA TECH WABAG Belgium SA, Brussels, Belgium DPC Medlab Ltda., Santa Cruz de la Sierra, Bolivia OSRAM d.o.o., Mostar, Bosnia and Herzegovina SIEMENS COMMUNICATIONS d.o.o., Sarajevo, Bosnia and Herzegovina Siemens d.o.o., Banja Luka, Bosnia and Herzegovina Siemens d.o.o., Mostar, Bosnia and Herzegovina Siemens d.o.o., Sarajevo, Bosnia and Herzegovina DPC Medlab Productos Diagnosticos Ltda., São Paulo, Brazil Efficient Networks Brasil Ltda., São Paulo, Brazil Milltronics DO Brasil Ltda., São Paulo, Brazil Schneider Alta Tensao Servicios Ltda., Itajai, Brazil Turbocare Limitada, Sao Paulo, São Paulo, Brazil VA TECH América do sul Ltda., Rio de Janeiro, Brazil VAI – INGDESI Automation Ltda., Belo Horizonte, Brazil VAISBASA Ltda., Cubatao, Brazil


OSRAM EOOD, Sofia, Bulgaria SIEMENS ENTERPRISE COMMUNICATIONS EOOD, Sofia, Bulgaria OSRAM Chile Ltda., Santiago de Chile, Chile Siemens Medical Solutions Diagnostics S.A., Santiago de Chile, Chile Chengdu KK&K Power Fan Co., Ltd., Chengdu, China HV-Turbo Shanghai Company Ltd., Shanghai, China Nokia Siemens Networks Trading (Shanghai) Co., Ltd., Shanghai, China Optra Communications Technologies (Shanghai) Co., Ltd., Shanghai, China Siemens Logistics and Assembly Equipment (Suzhou) Ltd., Suzhou, China Siemens Medical Solutions Diagnostics Ltd., Beijing, China Siemens Networks Ltd. Beijing, Beijing, China Siemens Process Analytics Co. Ltd., Shanghai, Shanghai, China Siemens Shanghai Mobile Communications Ltd., Shanghai, China Siemens Water Technologies and Engineering (Tianjin) Co., Ltd., Tianjin, China TD Tech Ltd., Beijing, China Tecnomatix Technologies (Shenzhen) Ltd., Shenzhen, China VAI Automation Shanghai Ltd., Shanghai, China DPC Medlab Centroamerica S.A., San José, Costa Rica Siemens Enterprise Communications CAM S.A., San José, Costa Rica Bewator Antech A/S, Ballerup, Denmark Siemens Wind Power International ApS, Brande, Denmark Tecnomatix Denmark Aps, Kolding, Denmark UGS Danmark A/S, Kolding, Denmark DPC Medlab Republica Dominicana, C. por. A., Santo Domingo, Dominican Republic OSRAM del Ecuador S.A., Guayaquil, Ecuador Inversiones Latinoamericanos S.A. de C.V., San Salvador, El Salvador Siemens Enterprise, Sociedad Anonima, San Salvador, El Salvador Osaühing Siemens Medical Solutions Diagnostics, Tallinn, Estonia OY HV-Turbo Suomi AB, Espoo, Finland OY OSRAM AB, Vantaa, Finland Siemens Financial Services Oy, Espoo, Finland Siemens Medical Solutions Diagnostics Oy, Espoo, Finland Cycos France S.A.S., Courbevoie, France Siemens Boulevard Ornano S.A.S., Saint-Denis, France Technologique de Saint Denis Siemens S.A.S., Saint-Denis, France Tecnomatix Unicam France SAS, Meylan, France Project Management Company A.E., Athens, Greece ADT Rail Systems Limited, Frimley, Surrey, UK Alpha Dyffryn Cyfyngedig, Llanberis, Gwynedd, UK Ashlow Technology Ltd., Christchurch, Dorset, UK Avon Commercial Finance Ltd, Stoke Poges, Buckinghamshire, UK BCI Electronics Ltd, Cwmbran, Gent, UK BONDCO 1206 Limited, Christchurch, Dorset, UK Broadcastle Finance Ltd., Stoke Poges, Buckinghamshire, UK Business Equipment Finance Ltd., Stoke Poges, Buckinghamshire, UK Crabtree Electrical Industries Limited, Frimley, Surrey, UK D.C.C. Investments Ltd, Stoke Poges, Buckinghamshire, UK Diagnostic Products (UK) Limited, Llanberis, Gwynedd, UK Direct Digital Finance Ltd., Stoke Poges, Buckinghamshire, UK Encomech Engineering Services Ltd., Christchurch, Dorset, UK


European Electronic Systems Ltd., Christchurch, Dorset, UK Flender Power Transmission Ltd., Bradford, West Yorkshire, UK FORAY 1315 Limited, Christchurch, Dorset, UK FUCHS Systems U.K. Ltd, Scunthorpe, North Lincolnshire, UK Hamac Holdings Ltd., Frimley, Surrey, UK Integrated Photomatrix Limited, Christchurch, Dorset, UK KKK Limited, Wellingborough, Northamptonshire, UK Marbo Holdings Limited, Frimley, Surrey, UK Marbo Limited, Frimley, Surrey, UK Napier Turbochargers Limited, Lincoln, Lincolnshire, UK Printing Equipment Finance Ltd, Stoke Poges, Buckinghamshire, UK Pyreos Limited, Edinburgh, UK Ruston Gas Turbines Limited, Lincoln, Lincolnshire, UK Shape Technology Ltd., Christchurch, Dorset, UK Siemens Benefits Scheme Ltd., Frimley, Surrey, UK Siemens Building Technologies Ltd, Frimley, Surrey, UK Siemens Building Technologies Security Holdings Ltd, Frimley, Surrey, UK Siemens Building Technologies Security Rentals Ltd, Frimley, Surrey, UK Siemens Building Technologies Security Systems Limited, Frimley, Surrey, UK Siemens Business Services Media Supply Ltd., Camberley, Surrey, UK Siemens Business Services Media Technology Ltd., Camberley, Surrey, UK Siemens Communications (International) Limited, Frimley, Surrey, UK Siemens Company Secretariat Ltd., Frimley, Surrey, UK Siemens Demag Delaval Turbomachinery Ltd., Frimley, UK Siemens Finance Ltd., Stoke Poges, Buckinghamshire, UK Siemens Financial Services (Jersey) Ltd., Bracknell, Berkshire, UK Siemens Magnet Technology Pension Trustee Limited, Frimley, Surrey, UK Siemens Nixdorf Information Systems Ltd., Bracknell, Berkshire, UK Siemens Westinghouse Chonburi Project Co. Ltd., Frimley, Surrey, UK Siemens Westinghouse Power Ltd., Frimley, Surrey, UK SME Professional Finance Ltd, Stoke Poges, Buckinghamshire, UK Tecnomatix Technologies Limited, Camberley, Surrey, UK The Allergy Analysis Centre Limited, Llanberis, Gwynedd, UK Turbocare International Ltd., Frimley, Surrey, UK VA TECH Peebles Transformers Ltd., Frimley, Surrey, UK VA TECH Reyrolle (Overseas Projects) Ltd., Frimley, Surrey, UK VA Tech Reyrolle Distribution Ltd., Frimley, Surrey, UK VA Tech Short-Circuit Limited, Frimley, Surrey, UK VAI Pomini Ltd., Sheffield, Yorkshire, UK Volex Accessories Limited, Frimley, Surrey, UK Wylex Limited, Frimley, Surrey, UK DPC Medlab Guatemala S.A., Guatemala City, Guatemala Siemens Enterprise Sociedad Anonima, Guatemala City, Guatemala Siemens Enterprise Sociedad Anonima, Tegucigalpa, Honduras Siemens S.A., Tegucigalpa, Honduras Alarmcom Hong Kong Ltd., Hong Kong, Hong Kong Asia Care Holding Limited, Hong Kong, Hong Kong OSRAM Asia Pacific Ltd., Wanchai, Hong Kong OSRAM Opto Semiconductors Asia Ltd., Hong Kong, Hong Kong Siemens Building Technologies (Hong Kong) Ltd., Kowloon, Hong Kong


Siemens Building Technologies (Hong Kong/China) Ltd., Hong Kong, Hong Kong Siemens Enterprise Communications Ltd., Hong Kong, Hong Kong Siemens Finance Asia Ltd., Hong Kong, Hong Kong TD Tech Holding Limited, Hong Kong, Hong Kong Telegyr Systems (China) Co. Ltd., Kowloon, Hong Kong Powerplant Performance Improvement Ltd., Neu Delhi, India Siemens Demag Delaval Turbomachinery Pvt. Ltd., Pune, India Siemens Nixdorf Information Systems Pvt. Ltd., Mumbai, India Vista Security Technics Private Limited, Chennai, India P.T. Siemens Building Technologies Indonesia, Jakarta, Indonesia P.T. VA TECH South East Asia, Jakarta, Indonesia P.T. VA TECH Transmission & Distribution, Jakarta, Indonesia SHOLKI Services for Industrial Projects LLC, Baghdad, Iraq OSRAM Lamp (P.J.S) Co., Teheran, Iran Bonus Wind Turbine Ireland Limited, Dublin, Ireland Electrium (Ireland) Limited, Dublin, Ireland Siemens SG Ltd., Dublin, Ireland Siemens Transportation Turnkey Systems Ltd., Tel Aviv, Israel Almex S.R.L., Milan, Italy Bonus Wind Turbines Italy S.r.l., Rome, Italy Cycos Italia S.r.l., Milan, Italy HV-Turbo Italia S.r.l., Mornago, Italy Tecnomatix Tecnologies Italia S.r.l., Milan, Italy Tecnoservizi Padova S.p.A., Padua, Italy VA TECH WABAG Italia S.r.l., in Liquidation, Rome, Italy VAI Ingdesi Automation S.r.l., Trezzo Sull’Adda, Italy VAL 208 Torino GEIE, Milan, Italy VOEST-ALPINE Impianti S.r.l., Trezzo sull’Adda, Italy Venture Strategy Cayman Partners L.P., George Town, Cayman Islands Siemens Cameroun S.A., Yaoundé, Cameroon 3346218 Canada, Inc., Hamilton, Ontario, Canada Flender Power Transmission Inc., Markham, Ontario, Canada VA TECH Ferranti-Packard Transformers Ltd., St. Catharines, Ontario, Canada OSRAM de Colombia Iluminaciones S.A., Bogotá, Colombia OSRAM d.o.o., Zagreb, Croatia Siemens ELIN d.o.o., Zagreb, Croatia Siemens Enterprise Communications d.o.o., Zagreb, Croatia Siemens Nixdorf Informaticki sustavi d.o.o. za informatiku – i.L., Zagreb, Croatia Rigens SIA, Riga, Latvia Siemens Medical Solutions Diagnostics SIA, Riga, Latvia UAB Siemens Medical Solutions Diagnostics, Vilnius, Lithuania TFM International S.A. i.L., Luxemburg, Luxemburg Engenharia Hidraulica de Macao Ltda., Macao, Macau Advanced Communications Solutions Sdn. Bhd., Kuala Lumpur, Malaysia Entrutech Sdn. Bhd., Kuala Lumpur, Malaysia EPE Reyrolle (Malaysia) Sdn. Bhd., Kuala Lumpur, Malaysia FSP Alarmcom Sdn. Bhd., Kuala Lumpur, Malaysia Meditel Electronics Sdn. Bhd., Petaling Jaya, Malaysia OSRAM (Malaysia) Sdn. Bhd., Kuala Lumpur, Malaysia OSRAM Wafer Technologies Sdn. Bhd., Penang, Malaysia


Siemens Industrial Workshop Sdn. Bhd., Petaling Jaya, Malaysia Siemens Integra Transportation Systems Sdn. Bhd., Kuala Lumpur, Malaysia Siemens Medical Solutions Diagnostics Sdn. Bhd., Petaling Jaya, Malaysia Siemens Transportation Turnkey Systems Sdn. Bhd., Kuala Lumpur, Malaysia Sountex Hearing Instruments Sdn. Bhd., Kuala Lumpur, Malaysia VA TECH Holdings (Malaysia) Sdn. Bhd., Kuala Lumpur, Malaysia VA TECH Malaysia Sdn., Kuala Lumpur, Malaysia SIEMENS MEDICAL SOLUTION DIAGNOSTICS S.A.R.L., Casablanca, Morocco OSRAM DOOEL, Skopje, Macedonia Security Management Technologies DOOEL, Skopje, Macedonia Cerberus Pyrotronics Servicios S.A. de C.V., México D.F., Mexico Efficient Networks México S.A. de C.V., México D.F., Mexico Flender de Mexico S.A. de C.V., México D.F., Mexico FUCHS de Mexico, SA de C.V., Monterrey, Mexico Ingdesi S.A. de C.V., Monterrey, Mexico Siemens Power Control, S.A. de C.V., México D.F., Mexico VA TECH Transmisón y Distribución S.A. de C.V., México D.F., Mexico VA Tech WABAG Mexico, S.A de C.V., México D.F., Mexico Siemens S.r.l., Chisinau, Moldavia Siemens d.o.o. Podgorica, Podgorica, Montenegro Siemens Lda., Maputo, Mozambique Siemens Ltd., Yangon, Myanmar Siemens Medical Solutions Diagnostics Limited, Wellington, New Zealand Siemens Enterprise S.A., Managua, Nicaragua ETM Benelux B.V., Rosmalen, The Netherlands HV-Turbo Nederlands BV, Amersfoort, The Netherlands ProIn Development N.V., Arnheim, The Netherlands Tecnomatix Machining Automation B.V., Enschede, The Netherlands Tecnomatix Unicam B.V., Enschede, The Netherlands TurboCare B.V., Hengelo, The Netherlands VOEST-ALPINE Technical Services Nigeria Ltd., Warri, Nigeria Bewator AS, Oslo, Norway Proton AS, Oslo, Norway “smart technologies” Management-Beratungs- und Beteiligungsgesellschaft m.b.H., Vienna, Austria addIT Dienstleistungs GmbH, Klagenfurt, Austria Hochquellstrom-Vertriebs GmbH, Vienna, Austria Höchstädtplatz Liegenschaft-Projektentwicklungs GmbH, Vienna, Austria Höchstädtplatz Liegenschaft-Projektentwicklungs GmbH & Co. KEG, Vienna, Austria HV-Turbo Airport Tech GmbH, Bürs, Austria ITH icoserve technology for healthcare GmbH, Innsbruck, Austria Landis & Staefa (Österreich) GmbH, Vienna, Austria Landis & Staefa Gebäudemanagement-Beteiligungen GmbH, Vienna, Austria Landis & Staefa GmbH, Vienna, Austria Linya Nachrichtentechnologie GmbH, Vienna, Austria MWW Metallbearbeitungs-GmbH, Vienna, Austria MWW Metallbearbeitungs-GmbH & Co KG, Vienna, Austria OSRAM GmbH, Vienna, Austria PBV Informationsdienstleistungs GmbH, Vienna, Austria Pfrimer & Mösslacher Heizung, Lüftung, Sanitär GmbH, Klagenfurt, Austria Pfrimer & Mösslacher Heizung, Lüftung, Sanitär GmbH & Co, Klagenfurt, Austria


ringo Kommunikationsdienstleistungs GmbH, Vienna, Austria ringo Kommunikationsdienstleistungs GmbH & Co OHG, Vienna, Austria SIELOG Systemlogik GmbH, Vienna, Austria Siemens Elin Buildings and Infrastructure GmbH, Vienna, Austria Siemens Elin Haustechnik GmbH, Linz, Austria Siemens Enterprise Communications Services GmbH, Vienna, Austria Siemens Health Management GmbH, Klagenfurt, Austria Siemens Industrial Services GmbH, Vienna, Austria Siemens IT Solutions and Services GmbH, Neutal, Austria Siemens Medical Solutions Diagnostics GmbH, Vienna, Austria Siemens Pension Data Services and Consulting GmbH, Vienna, Austria Siemens Personaldienstleistungen GmbH, Vienna, Austria Siemens Transformers Austria GmbH, Vienna, Austria SIMEA Gesellschaft zur Fertigung elektronischer Komponenten GmbH, Vienna, Austria SITEC Bau- und Anlagenerrichtungs-gesellschaft m.b.H. in Liqu., Vienna, Austria Steiermärkische Medizinarchiv GesmbH, Graz, Austria TOSCA Telekommunikationsdienst-leistungen GmbH, Vienna, Austria unit-IT Dienstleistungs GmbH, Linz, Austria VA TECH Finance GmbH & Co, Vienna, Austria VA TECH Insurance Brokers GmbH, Vienna, Austria VA TECH Management Services GmbH, Vienna, Austria VA TECH Transmission & Distribution GmbH, Vienna, Austria VA TECH Vermögensverwaltung AG i.L., Linz, Austria VA TECH WABAG GmbH, Vienna, Austria VTW Anlagen Abwicklungs GmbH i.L., Vienna, Austria VVK Versicherungs-Vermittlungs- und Verkehrs-Kontor GmbH, Vienna, Austria X-Trade Management Consulting GmbH, Graz, Austria DPC Medlab Panama, S.A., Panama City, Panama Siemens S.A., Panama City, Panama OSRAM de Perú S.A.C., Lima, Peru OSRAM Philippines Ltd. Corp., Manila, Philippines Siemens Building Technologies, Inc., Makati City, Philippines VA TECH Philippines Inc., Makati City, Philippines applied international informatics Sp. z o.o., Warsaw, Poland Audio SAT Polska Sp. z o.o., Poznan, Poland ELIN EBG Elektrotechnika Sp. z o.o., Warsaw, Poland OEZ Polska Sp. z o.o., Warsaw, Poland VA TECH Polska Sp. z o.o., Warsaw, Poland VA TECH SAT Sp. z o.o., Cracow, Poland VAI Polska Sp. z o.o., Cracow, Poland Siemens Medical Solutions Diagnostics Unipessoal Lda., Porto, Portugal Siemens Pty. Ltd., Gaborone, Republic of Botswana FROSYS SRL, Judetul Cluj, Romania OSRAM Romania S.R.L., Bucharest, Romania Siemens (Austria) Proiect Spital Coltea S.R.L., Bucharest, Romania Siemens Enterprise Communications srl, Bucharest, Romania Siemens Motor Systems S.R.L., Buzias, Romania Sykatec Systems Components Application Technologies SRL, Sibiu, Romania OOO Demag Delaval Industrial Turbomachinery, Moscow, Russian Federation OOO OEZ-R, Moscow, Russian Federation


OOO OSRAM, Moscow, Russian Federation OOO Siemens – Special Projects, Moscow, Russian Federation OOO S-Technology, Moscow, Russian Federation OOO Transportation Systems, Moscow, Russian Federation OOO VA TECH ELIN EBG, Moscow, Russian Federation OOO VOEST-ALPINE Industrieanlagenbau, Moscow, Russian Federation Westinghouse Saudi Arabia Ltd., Riyadh, Saudi Arabia Bewator Antech AB, Solna, Sweden Flender Svenska AB i.l., Hudding, Sweden OSRAM AB, Stockholm, Sweden Tecnomatix Technologies Sweden AB, Kista, Sweden Unigraphics Solutions Sverige AB, Kista, Sweden Altrade AG, Zug, Switzerland applied international informatics AG in Liquidation, Zurich, Switzerland Elektrowatt GmbH, Zurich, Switzerland Intercom Telecommunication System AG in Liquidation, Bäch, Switzerland Siemens Medical Solutions Diagnostics AG, Zurich, Switzerland Stadt/Land Immobilien AG, Zurich, Switzerland VTW Anlagen Schweiz AG in Liquidation, Winterthur, Switzerland WABAG Wassertechnik AG, Winterthur, Switzerland D.O.O. Loher Elektro Subotica, Subotica, Serbia Flender Motox Subotica d.o.o., Subotica, Serbia OSRAM d.o.o., Belgrade, Serbia SIEMENS ELIN DOO, Belgrade, Serbia SIEMENS ENTERPRISE COMMUNICATIONS DOO, Belgrade, Serbia Siemens Pvt. Ltd., Harare, Zimbabwe Flender Singapore Pte. Ltd., Singapore, Singapore iMetrex Technologies Pte. Ltd., Singapore, Singapore Siemens Building Technologies Pte. Ltd., Singapore, Singapore Siemens Medical Solutions Diagnostics Pte Ltd., Singapore, Singapore Siemens Product Lifecycle Management Software II (SG) Pte. Ltd., Singapore, Singapore LinKoMet Engineering spol. s r.o., Kosice, Slovakia SAT Systémy automatizacnej techniky spol. s.r.o., Bratislava, Slovakia Siemens Medical Solutions Diagnostics, s.r.o., Bratislava, Slovakia SIPRIN s.r.o., Bratislava, Slovakia DPC Analytical doo, Kranj, Slovenia Siemens Enterprise Communications d.o.o., Ljubljana, Slovenia BONUS Wind Turbines Spain S.L., Vigo, Spain Cycos Spain S.L., Madrid, Spain Merida Power, S.L., Madrid, Spain Siemens Medical Solutions Diagnostics S.L., Madrid, Spain VAI – INGDESI Automation S.L., Bilbao, Spain Winergy Transmisiones S.L., Madrid, Spain Flender Services (SA) (Pty.) Ltd., Elandsfronten, South Africa FUCHS Systemtechnik (South Africa) (Pty) Ltd., Rivonia, South Africa Mannesmann (Pty.) Ltd., Johannesburg, South Africa Siemens Asset Finance (Pty.) Ltd., Johannesburg, South Africa VA Properties (Pty) Ltd., Randburg, South Africa VDO Car Communication South Africa (Pty.) Ltd., Martindale, South Africa VOEST-ALPINE INDUSTRIAL SERVICES SOUTH AFRICA (Pty) Ltd., Meyerton, South Africa


Siemens Telecommunication Systems Ltd., Taipeh, Taiwan Tecnomatix Unicam Taiwan Co., Ltd., Taipeh, Taiwan OSRAM Thailand Co. Ltd., Bangkok, Thailand Siemens Building Technologies Ltd., Bangkok, Thailand Siemens VDO Automotive Co., Ltd., Ampur Bang Pa-In, Thailand Unigraphics Solutions (Thailand) Co., Ltd., Bangkok, Thailand VA TECH (Thailand) Co. Ltd., Bangkok, Thailand VA TECH Holding (Thailand) Co. Ltd., Bangkok, Thailand VA TECH Transmission & Distribution Co. Ltd., Bangkok, Thailand applied international informatics s.r.o., Prague, Czech Republic E & A spol. s.r.o., Mladá Boleslav, Czech Republic iSEC – IT Services and Enterprise Communications s.r.o., Brno, Czech Republic Maintec s.r.o., Ostrava, Czech Republic Mary s.r.o., Prague, Czech Republic mdexx Magnetronic Devices s.r.o., Trutnov, Czech Republic OEZ EM s.r.o., Letohrad, Czech Republic OEZ INTERNATIONAL a.s., Prague, Czech Republic OSRAM spol. s.r.o., Prague, Czech Republic Siemens Audiologická Technika s.r.o., Prague, Czech Republic SiNAF s.r.o., Vrchlabi-Podhuri, Czech Republic VA TECH ETS a.s., Teplice, Czech Republic VA TECH ETS s.r.o., Teplice, Czech Republic VA TECH Finance Czech Republic s.r.o., Prague, Czech Republic VA TECH WABAG Brno spol. s.r.o., Brünn, Czech Republic Zkušebnictví a.s., Prague, Czech Republic VA TECH WABAG Tunisie S.A.R.L., Tunis, Tunisia SIMKO Telekomünikasyon Ldt Sirketi, Istanbul, Turkey VOEST-ALPINE Ankara Engineering and Contracting Ltd., Ankara, Turkey DP OSRAM Ukraine, Kiev, Ukraine OOO MKM Telekom, Kiev, Ukraine OOO OEZ Ukraine, Kiev, Ukraine iSEC – IT Services and Enterprise Communications Kft., Budapest, Budapest OSRAM Kft., Budapest, Hungary Siemens Cerberus Kft., Budapest, Hungary VA TECH ELIN EBG VECO Kft., Törökbalint, Hungary DPC Medlab de Uruguay S.A., Montevideo, Uruguay Siemens Medical Solutions Diagnostics, S.A., Montevideo, Uruguay Belfast Merger Co., Wilmington, DE, USA Bonus Wind Turbine Texas Inc., Wilmington, DE, USA Efficient International Holdings A, Inc., Dallas, TX, USA Efficient International Holdings B, Inc., Dallas, TX, USA FUCHS Systems, Inc., Canonsburg, PA, USA Hydrocarbon Recovery Services, Inc., Warrendale, USA Nimbus Technologies, LLC, Plano, TX, USA Shape Tech Inc., Aliquippa, PA, USA Siemens First Capital Commercial Finance, LLC, Oklahoma City, USA Siemens Lake Mary Holdings, Inc., New York, NY, USA Siemens/Turner/Beta JV, Wendell, NC, USA Tecnomatix Unicam Inc., Plano, TX, USA UGS Italy Subholdings LLC, Plano, TX, USA


Vistascape Security Systems Corp., Atlanta, GA, USA Weiss Spindeltechnology, Inc., Mentor, OH, USA Siemens OOO, Taschkent, Uzbekistan INGDESI de Venezuela C.A., Puerto Ordaz, Venezuela VA TECH Venezuela C.A., Caracas, Venezuela Siemens Automation Systems Ltd., Binh Duong, Vietnam Telecommunications Equipment Ltd., Binh An, Vietnam Kintec Cyprus Ltd, Larnaka, Cyprus Siemens (Cyprus) Ltd., Nicosia, Cyprus

II. Associated companies

A) Consolidated at equity


BSH Bosch und Siemens Hausgeräte GmbH, Munich Dräger Medical AG & Co. KG, Lübeck Emitec Gesellschaft für Emissionstechnologie mbH, Lohmar Energy Services GmbH, Leipzig FEAG Fertigungscenter für Elektrische Anlagen GmbH, Erlangen Huf Hülsbeck & Fürst GmbH & Co. KG, Velbert Kienzle Argo GmbH, Baalsdorf Kienzle Rheinapp Rheinische Apparate GmbH, Dusseldorf Krauss-Maffei Wegmann GmbH & Co. KG, Munich Maschinenfabrik Reinhausen GmbH, Regensburg MeVis BreastCare GmbH & Co. KG, Bremen Optrex Europe GmbH, Eschborn PolyIC GmbH & Co. KG, Fürth SAS Autosystemtechnik GmbH & Co. KG, Karlsruhe S-Y Systems Technologies Europe GmbH, Regensburg UBS Real Estate Kapitalanlagegesellschaft mbH, Munich vogtronics GmbH, Obernzell Voith Siemens Hydro Power Generation GmbH & Co. KG, Heidenheim

2. Europe (other than Germany) (15 companies)

EMGO N.V., Lommel, Belgium Oktopus S.A./N.V., Brussels, Belgium AREVA NP S.A.S., Courbevoie, France TRIXELL S.A.S., Moirans, France Eviop-Tempo A.E. Electrical Equipment Manufacturers, Vassilikó Èvias, Euboea, Greece Capital Meters Holdings Ltd., London, UK Metier Holdings Ltd., London, UK Turbine Services Ltd., Glasgow, UK Medical Systems S.p.A., Genova, Italy Fujitsu Siemens Computers (Holding) B.V., Amsterdam, The Netherlands Nokia Siemens Networks Holding B.V., Amsterdam, The Netherlands RV Abwicklung GmbH, Linz, Austria Siemens Bacon GmbH & Co KG, Vienna, Austria Certas AG, Zurich, Switzerland Interessengemeinschaft TUS, Männedorf, Switzerland


3. The Americas (13 companies)

Sistemas Catastrales S.A., Buenos Aires, Argentina CVL Componentes de Vidro Ltda., Cacapava, Brazil COI Ceramics, Inc., San Diego, CA, USA Cyclos Semiconductor, Inc., Berkeley, CA, USA Lookahead Decision, Inc., Davis, CA, USA PETNET Indiana LLC, Indianapolis, IN, USA PINC Solutions Corp., Berkeley, CA, USA Rether networks, Inc., Centereach, NY, USA Suretech LLC, Palo Alto, CA, USA Synerject LLC, Newport News, VA, USA Treated Water Outsourcing J.V., Naperville, IL, USA TVM III Ltd. Partnership, Boston, MA, USA Zargis Medical Corp., Princeton, NJ, USA

4. Asia-Pacific (18 companies)

SILCAR Maintenance Services J.V., Bayswater, Australia SILCAR Pty. Ltd., Glen Iris, Australia STCJV Services for Telecommunications J.V., Melbourne, Australia Foshan Electrical and Lighting Co., Ltd., Foshan, China GSP China Technology Co., Ltd., Beijing, China Shanghai Electric Power Generation Equipment Co., Ltd., Shanghai, China Shanghai Power Equipment Co. Ltd., Shanghai, China Shanghai Turbine Co. Ltd., Shanghai, China Shanghai Turbine Generator Co. Ltd., Shanghai, China Zhenjiang Siemens Busbar Trunking Systems Co. Ltd., Yangzhong, China Bangalore International Airport Ltd., Bangalore, India P.T. Jawa Power, Jakarta, Indonesia Mitsubishi Electric OSRAM Ltd., Yokohama, Japan Yaskawa Siemens Automation & Drives Corp., Kitakyushu, Japan Car Electronic Architecture & Networks System Company Ltd., Anyang City, Korea Hyundai Autonet Co., Ltd., Kyoungki-do, Korea Korea EMS Co. Ltd., Inchon, Korea Power Automation Pte. Ltd., Singapore, Singapore

5. Other countries (3 companies)

Energie Electrique de Tahaddart S.A., Tangiers, Morocco OOO Siemens Elektroprivod, St. Petersburg, Russian Federation ZAO Interautomatika, Moscow, Russian Federation

B) Not consolidated at equity due to immateriality


AeroLas GmbH Aerostatische Lager-Lasertechnik, Munich BELLIS GmbH, Braunschweig Berufsbildungsbildungszentrum ESTA-Flender GmbH, Wittgensdorf CANCOM NSG GmbH, Jettingen-Scheppach Electrocycling Anlagen GmbH, Goslar First Sensor Technology GmbH, Berlin GKZ Krefeld Beteiligungs-Gesellschaft zur Errichtung und zum Betrieb radiochirurgischer Einrichtungen mbH, Krefeld


GKZ Krefeld Gesellschaft zur Errichtung und zum Betrieb radiochirurgischer Einrichtungen mbH & Co. KG, Krefeld HEC Hanseatische Software-Entwicklungs- und Consulting-Gesellschaft mbH, Bremen Huf Industrieverwaltung GmbH, Velbert IAV GmbH Ingenieurgesellschaft Auto und Verkehr, Berlin IFTEC GmbH & Co. KG, Leipzig Incos Gesellschaft für Informations- und Kommunikationssysteme mbH, Dachau Inge AG, Greifenberg Innovative Wind Concepts GmbH, Husum Intertube Projekt GmbH, Dusseldorf KORONA Grundstücks-Verwaltungsgesellschaft mbH & Co. KG, Grünwald Kraftwerksgesellschaft Völklingen Geschäftsführungs-GmbH, Völklingen Krauss-Maffei Wegmann Verwaltungs-GmbH, Munich Krempel Isolierteile GmbH & Co. KG, Thalheim Krempel Isolierteile Verwaltungs-GmbH, Thalheim Leuze lumiflex GmbH & Co., Fürstenfeldbruck LIB Verwaltungs-GmbH, Leipzig Lightcycle Retourlogistik und Service GmbH, Munich MeVis BreastCare Verwaltungsgesellschaft mbH, Bremen Modellbau Rehde GmbH, Rehde PolyIC Verwaltungs GmbH, Fürth Print & Mail Recovery GmbH, Munich Ray Sono AG, Munich RITOS GmbH, Mömbris Schenker Industrial Logistics GmbH, Munich Setrix AG, Munich SIEKAP Industrial Services Gernsbach GmbH, Gernsbach space2go.com Beteiligungs-GmbH, Berlin Synavion GmbH i.L., Frankfurt am Main Techno Venture Management GmbH, Munich Thermosensorik GmbH, Erlangen Transrapid International GmbH & Co. KG, Berlin Transrapid International Verwaltungsgesellschaft mbH, Berlin TVM Techno Venture Management GmbH & Co. KG, Munich Voith Siemens Hydro Power Generation Verwaltungs GmbH, Heidenheim Wohnen am Wedding KG THG Immobilien-Fondsgesellschaft mbH & Co., Berlin Xtramind Technologies GmbH, Saarbrücken


Oil and Gas ProServ LLC, Baku, Aserbaidschan M-Brussels Invest S.A./N.V., Brussels, Belgium T-Power NV, Brussels, Belgium Saitong Railway Electrification (Nanjing) Co., Ltd., Nanjing, China Shanghai Advanced Power Projects Co. Ltd., Shanghai, China Siemens Communication Networks Ltd., Beijing, China Val-Trans Services S.A., Toulouse, France Anakiklosi Siskevon Simetochiki S.A., Piräus, Greece Elesis Electrical Solutions A.E., Acharnai, Greece Kempston (1987) Limited, Croydon, Surrey, Greece Lamp Caps Ltd., Bracknell, Berkshire, UK Lamp Metals Ltd., Gateshead, Tyne and Wear, UK


Plessey Holdings Ltd., Frimley, Surrey, UK SGCS Business Park Ltd., Beeston, Nottinghamshire, UK OSRAM Prosperity Company Ltd., Hong Kong, Hong Kong Torrent Power Services Pvt. Ltd., Ahmedabad, India P.T. Indo VDO Instruments Co. Ltd., Jakarta, Indonesia Iranian Telecommunication Manufacturing Company Sherkate Sahami (Khass), Shiraz, Iran LAMP NOOR (P.J.S.) Co., Saveh, Iran Metropolitan Transportation Solutions Ltd., Rosh Haya’in, Israel A.IR. Mobility Solutions Società consortile a.r.l., Avellino, Italy Cremona Engineering S.r.l., Cremona, Italy Locomozione Italia S.p.A., Verona, Italy Transfima GEIE, Turin, Italy Transfima S.p.A., Mailand, Italy Turboservice Torino S.p.A., Turin, Italy Mochida Siemens Medical Systems Co. Ltd., Tokyo, Japan TLT OSRAM-Melco Lighting Ltd., Yokosuka, Japan Zuken-Tecnomatix Kabushiki Kaisha, Yokohama, Japan PowerU International Ltd., George Town, Cayman Islands Ottawa LRT Corp., Mississauga, Ontario, Canada AKTOBE Power, Almaty, Kazakhstan DPC d.o.o. Zagreb, Zagreb, Croatia SIA Ekogaisma, Riga, Latvia Sysniaga Sdn. Bhd., Kuala Lumpur, Malaysia Solutions & Infrastructure Services Limited, North Shore, Manoel Island, Malta Pemopro S.A. de C.V., México D.F., Mexico 51 Pegasi B.V., Amsterdam, The Netherlands Infraspeed Holding B.V., Zoetermeer, The Netherlands Infraspeed Maintainance B.V., Zoetermeer, The Netherlands VOEST-ALPINE Technical Services Ltd., Abuja, Nigeria Archivium Dokumentenarchiv Gesellschaft m.b.H., Vienna, Austria Business Center Marchfeld Betriebsgesellschaft m.b.H., Vienna, Austria CYBERDOC Gesellschaft für Digitale Kommunikation im Notariat GmbH, Vienna, Austria CYBERDOC Gesellschaft für Digitale Kommunikation im Notariat GmbH & Co KG, Vienna, Austria Leitungsbau Gesellschaft m.b.H., Linz, Austria master-talk Austria Telekom Service GmbH, Vienna, Austria master-talk Austria Telekom Service GmbH & Co KG, Vienna, Austria Siemens Bacon GmbH, Vienna, Austria vatron gmbh, Linz, Austria Rousch (Pakistan) Power Ltd., Karachi, Pakistan MTS – Metro, Transportes do Sul S.A., Lisbon, Portugal OAO Kompressorny Komplex, St. Petersburg, Russian Federation OAO Nevski Zavod, St. Petersburg, Russian Federation OAO Power Machines, Moscow, Russian Federation OOO Avtel-Rosskat, Togliatti, Russian Federation OOO Baltijskije Turbo Sistemy, St. Petersburg, Russian Federation OOO FuchsMetmasch, Cherepovets, Russian Federation OOO Interturbo, St. Petersburg, Russian Federation OOO Transconverter, Moskau, Russian Federation ZAO Nuclearcontrol, Moskau, Russian Federation ZAO Systema-Service, St. Petersburg, Russian Federation


Arabia Electric Ltd., Jeddah, Saudi Arabia The Gulf Reyrolle Ltd., Al Khobar, Saudi Arabia CONTRINEX AG, Givisiez, Switzerland DUAP AG, Herzogenbuchsee, Switzerland EKOSIJ d.o.o., Ljubljana, Slovenia ISKRATEL d.o.o., Kranj, Slovenia Desarrollo de Aplicaciones Especiales S.A., Madrid, Spain Investigacion y Desarrollo Barros Rojos S.L., La Coruna, Spain Termica AFAP S.A., Villacanas, Spain Modern Engineering and Consultants Co. Ltd., Bangkok, Thailand Telecom Equipment Manufacturing Co. Ltd., Rayong, Thailand Allgemeine Immobilien Verwaltung spol s.r.o, Prague, Czech Republic Meomed s.r.o., Prerov, Czech Republic ROYALVILL Villamossagi Szerelö Kkt., Budapest, Hungary CONATEL S.A., Montevideo, Uruguay Blueleaf Security, Inc., Fremont, CA, USA Factory Logic, Inc., Austin, TX, USA Kiyon, Inc., La Jolla, CA, USA Kyma, Inc., Raleigh, NC, USA Managesoft Holdings, Inc., Boston, MA, USA Newmerix, Inc., Superior, CO, USA PHSITH LLC, New Castle, DE, USA Reactive NanoTechnologies, Inc., Hunt Valley, MD, USA Tower PET Center LLC, Beverly Hills, CA, USA WhoGlue, Inc., Baltimore, MD, USA XinRay Systems, LLC, Research Triangle Park, USA

III. Other interests


ETAS Entwicklungs- und Applikationswerkzeuge für elektronische Systeme GmbH, Stuttgart IBS AG, Höhr-Grenzhausen


ACTEOS S.A., Roubaix, France EDAP TMS S.A., Lyon, France ElekSen Group plc, Iver Heath, Buckinghamshire, UK Symbian Ltd., London, UK Ivara Corp., Burlington, Ontario, Canada Infraspeed B.V., Haarlem, The Netherlands APK-Pensionskasse Aktiengesellschaft, Vienna, Austria Austrian Research Centers GmbH – ARC, Vienna, Austria Global Healthcare Exchange LLC, Westminster, CO, USA iBAHN, South Jordan, UT, USA Sequenom, Inc., San Diego, CA, USA

Exhibit 12.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Löscher, certify that:

Date: November 28, 2007

1. I have reviewed this annual report on Form 20-F of Siemens Aktiengesellschaft;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

/s/ PETER LÖSCHER Peter Löscher Chief Executive Officer

Exhibit 12.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joe Kaeser, certify that:

Date: November 28, 2007

1. I have reviewed this annual report on Form 20-F of Siemens Aktiengesellschaft;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

/s/ JOE KAESER Joe Kaeser Chief Financial Officer

Exhibit 13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F of Siemens Aktiengesellschaft for the period ended September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Peter Löscher, Chief Executive Officer of Siemens Aktiengesellschaft, hereby certifies, pursuant to 18 U.S.C. Section 1350, that to his knowledge:

Dated: November 28, 2007

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Siemens Aktiengesellschaft.

/s/ PETER LÖSCHER Name: Peter Löscher Title: Chief Executive Officer

Exhibit 13.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 20-F of Siemens Aktiengesellschaft for the period ended September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Joe Kaeser, Chief Financial Officer of Siemens Aktiengesellschaft, hereby certifies, pursuant to 18 U.S.C. Section 1350, that to his knowledge:

Dated: November 28, 2007

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Siemens Aktiengesellschaft.

/s/ JOE KAESER Name: Joe Kaeser Title: Chief Financial Officer

Exhibit 14.1

Consent of Independent Registered Public Accounting Firm

The Supervisory Board of Siemens AG:

We consent to the incorporation by reference in the registration statements (Nos. 333-132089 and 333-81126) on Form S-8 of Siemens AG of our reports dated November 23, 2007, with respect to the consolidated balance sheets of Siemens AG as of September 30, 2007 and 2006, andthe related consolidated statements of income, income and expense recognized in equity and cash flows for each of the years in the three-year period ended September 30, 2007, and management’s assessment of the effectiveness of internal control over financial reporting as of September 30, 2007, and the effectiveness of internal control over financial reporting as of September 30, 2007, which reports appear in theSeptember 30, 2007 annual report on Form 20-F of Siemens AG. Our report dated November 23, 2007, on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of September 30,2007, expresses our opinion that Siemens AG did not maintain effective internal control over financial reporting as of September 30, 2007because of the effect of a material weakness on the achievement of the objectives of the control criteria and states the Company’s internal control in the area of anti-corruption was not sufficiently robust to prevent certain members of management from circumventing or overridingelements of the Company’s financial control environment and misusing funds contrary to Company policies. As of September 30, 2007, the investigations of this failure, and the implementation of the Company’s remediation plan to address it, were not far enough advanced to providea sufficient level of assurance that such circumvention or override of controls and misuse of funds by management would be prevented. Thishas led to the conclusion that internal control over financial reporting was not effective.

KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprüfungsgesellschaft

Munich, Germany November 28, 2007

Documents

Exhibit 1.1 This edition of our Articles of Association, prepared for