Siemens Healthineers Supervisory Board

An overview of the composition of the various standing committees of the Supervisory Board

Chairperson’s Committee

Chairperson’s Committee

<p>The Chairperson’s Committee, comprises the Chair and his deputy chairs as well as one further employee representative to be elected by the Supervisory Board. It submits proposals, in particular, regarding the appointment and dismissal of Managing Board members and handles contracts with members of the Managing Board. It decides whether to approve contracts and business transactions with Managing Board members and parties related to them. Furthermore, the Chairperson’s Committee submits recommendations to the Supervisory Board regarding the composition of the Supervisory Board committees.<br><br><strong>Committee members:</strong><br>Prof. Dr. Ralf P. Thomas (Chairman)<br>Dorothea Simon*<br>Dr. Andrea Fehrmann*&nbsp;<br>Karl-Heinz Streibich</p>

Audit Committee

Audit Committee

<p>The Audit Committee comprises the Chair of the Supervisory Board, as well as two of the Supervisory Board’s shareholder representatives and three of the Supervisory Board’s employee representatives. According to the German Stock Corporation Act, the Audit Committee must include at least one Supervisory Board member with knowledge and experience in the application of accounting principles and at least one other member in the field of auditing of financial statements. The Audit Committee oversees, in particular, the accounting process and conducts a preliminary review of the Annual Financial Statements of Siemens Healthineers AG, the Consolidated Financial Statements of the Siemens Healthineers Group and the Management Report. On the basis of the independent auditors’ report on their audit of the annual financial statements, the Audit Committee makes, after its preliminary review, recommendations regarding Supervisory Board approval of the Annual Financial Statements of Siemens Healthineers AG and the Consolidated Financial Statements of the Siemens Healthineers Group. In addition to the work performed by the independent auditors, the Audit Committee discusses the Company’s quarterly financial statements and half-year financial reports, which are prepared by the Managing Board. It concerns itself with the Company’s risk monitoring system and oversees the effectiveness of the internal control system as this relates, in particular, to financial reporting, the risk management system and the internal audit system. It prepares the Supervisory Board’s recommendation to the Annual Shareholders’ Meeting concerning the election of the independent auditors and submits the corresponding proposal to the Supervisory Board. It awards the audit contract to the independent auditors elected by the Annual Shareholders’ Meeting and monitors the independent audit of the financial statements – including, in particular, the auditors’ independence, professional expertise and services.</p><p><br><strong>Committee members:</strong><br>Dr. Marion Helmes (Chairwoman)<br id="isPasted">Vanessa Barth*&nbsp;<br>Veronika Bienert&nbsp;<br>Stephan Büttner<br>Prof. Dr. Ralf P. Thomas<br>Harald Tretter*</p>

Strategy, Innovation and Sustainability Committee

Strategy, Innovation and Sustainability Committee

<p>The Strategy, Innovation and Sustainability Committee comprises the Chair of the Supervisory Board and three of the Supervisory Board’s shareholder representatives as well as four of the Supervisory Board’s employee representatives. Based on the Company’s overall strategy, the Committee is responsible for discussing the&nbsp;<br>Company´s innovation strategy and the preparation of negotiations and resolutions of the Supervisory Board on investments in tangible assets and financial measures and on transactions and measures in accordance with § 6 Paragraph 1 letter b) of the Bylaws (Rules of Procedure) for the Managing Board. In addition, the Strategy, Innovation and Sustainability Committee has been authorized by the Supervisory Board to decide on the approval of transactions and measures that require Supervisory Board approval and have a value of less than €300 million.<br><br></p><p><strong>Committee members:</strong><br>Dr. Roland Busch (Chairman)&nbsp;<br>Harry Blunk<br id="isPasted">Dr. Andrea Fehrmann*&nbsp;<br>Peer M. Schatz<br>Dorothea Simon*<br>Prof. Dr. Ralf P. Thomas<br>Harald Tretter*<br>Dow R. Wilson</p>

Compensation Committee

Compensation Committee

<p>The Compensation Committee consists of the Chair of the Supervisory Board as well as two of the Supervisory Board’s shareholder representatives and three of the Supervisory Board’s employee representatives. In particular, it submits proposals for determining and setting targets for the Managing Board and reviews the appropriateness of the total compensation as well as the preparation of the Compensation Report. It prepares resolutions on the compensation system for the Managing Board and the Supervisory Board, including its implementation and regular review.<br><br></p><p><strong>Committee members:</strong><br>Peer M. Schatz (Chairman)<br id="isPasted">Harry Blunk*<br>Dr. Andrea Fehrmann*<br>Sarena Lin&nbsp;<br>Dorothea Simon*&nbsp;<br>Prof. Dr. Ralf P. Thomas</p>

Nomination Committee

Nomination Committee

<p>The Nomination Committee consists of the Chair of the Supervisory Board and three further members, to be elected by the Supervisory Board’s shareholder representatives from among their members. The Nomination Committee proposes candidates as new members of the Supervisory Board’s shareholder representatives to the Supervisory Board.<br><br></p><p><strong>Committee members:</strong><br>Prof. Dr. Ralf P. Thomas (Chairman)&nbsp;<br>Dr. Peter Körte<br>Dr. Nathalie von Siemens<br>Dow R. Wilson</p>

Related-Party Transactions Committee

Related-Party Transactions Committee

<p>The Related-Party Transactions Committee consists of two members of the Supervisory Board’s shareholder representatives and two members of the Supervisory Board’s employee representatives. The majority of the committee is composed of members, including the Chair of the committee, for whom there is no concern of a conflict of interest arising from their relationship to a related party. The Related-Party Transactions Committee shall resolve on the approval of transactions with related parties within the meaning of §§ 107 and 111a to 111c AktG. The decision-making authority of the Related-Party Transactions Committee takes precedence over the decision-making authority of other committees within the aforesaid scope of application.<br><br></p><p><strong>Committee members:</strong><br>Dr. Marion Helmes (Chairwoman)<br>Stephan Büttner*<br>Axel Patze*<br>Karl-Heinz Streibich</p>

Mediation Committee

Mediation Committee

<p>The Mediation Committee, which comprises the Chair of the Supervisory Board, the First Deputy Chair (who is elected in accordance with the German Codetermination Act), one of the Supervisory Board’s shareholder representatives and one of the Supervisory Board’s employee representatives, submits proposals to the Supervisory Board in the event that the Supervisory Board cannot reach a majority of two-thirds required for the appointment or dismissal of a Managing Board member.</p><p><strong id="isPasted">Committee members:</strong><br>Prof. Dr. Thomas (Chairman)<br id="isPasted">Dorothea Simon*<br>Dr. Andrea Fehrmann*<br>Sarena Lin</p>