LegalizeΛοιπά — ΦΕΚ A' 164/2012
ΕΦΗΜΕΡΙΣ ΤΗΣ ΚΥΒΕΡΝΗΣΕΩΣ
ΤΗΣ ΕΛΛΗΝΙΚΗΣ ΔΗΜΟΚΡΑΤΙΑΣ
ΤΕΥΧΟΣ ΠΡΩΤΟ Αρ. Φύλλου 164 27 Αυγούστου 2012 ΣΥΜΒΑΣΕΙΣ 4145 SETTLEMENT AGREEMENT BETWEEN THE HELLENIC REPUBLIC AND SIEMENS I. PREAMBLE The Hellenic Republic is a sovereign state and member of the European Union participating in the Eurozone. Siemens is a German engineering company engaged in, inter alia: production of energy equipment, transmission and distribution systems; transportation equipment and systems; and health care equipment. Its customer range includes national, state and regional governments in various countries throughout the world. In November 2006, the Munich Public Prosecutor’s Office executed search warrants at multiple Siemens locations, as well as the homes of certain Siemens employees in and around Munich, Germany, as part of an investigation concerning alleged bribery of foreign public officials and other illegal acts. Shortly after these raids, Siemens disclosed to both the U.S. Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”) alleged violations of the Foreign Corrupt Practices Act in multiple countries. In parallel, Siemens initiated an extensive global internal investigation. The scope of the investigation in Greece and Siemens' cooperation and contribution are further detailed in Annex 1 of this Agreement. Αριθμ. ΥΠΟΙΚ 07085ΕΞ2012/27.8.2012. Σύμβαση μεταξύ του Ελληνικού Δημοσίου και της Εταιρείας «SIEMENS», σύμφωνα με την εξουσιοδότηση που παρείχε στον Υπουργό Οικονομικών η διάταξη της παραγράφου 2, του άρθρου 324, του ν. 4072/2012. business practices. Against this background, both the Hellenic Republic and Siemens agree to fully and finally settle their differences as above, achieving the best solution for both sides. To this end, Siemens agrees to offer allowances for the full and final settlement of all potential allegations of unlawful conduct related to the Matter as it is defined in this Settlement Agreement (the “Agreement”). At the outset, however, the Siemens Management wishes to express their deepest regret to the Greek people, the Hellenic Parliament and the Government of the Hellenic Republic for the conduct which resulted in the judicial and parliamentary investigations and subsequent prosecutions by Greek Justice. Even though Siemens always attached particular importance to transparency and responsibility, the current company management deems it necessary to express their regret because several company officials world-wide did not demonstrate due commitment and infringed on the above corporate principles. The company has therefore tightened and multiplied prevention and compliance measures to ensure full and overall compliance to corporate principles for all senior executives, down to the remotest associate. Siemens management declares that Siemens is now a new company in terms of organization, personnel and corporate culture, implementing a comprehensive compliance program. In addition, Siemens declares to the Hellenic Republic that it has implemented a complete and modern compliance program globally. This includes, but is not limited to, an anti-corruption program, as further detailed in Annex 1 of this Agreement. The Parties agree that this Agreement does not affect any pending commercial, administrative, civil or penal disputes that exist or may arise unrelated to the Matter. It is also expressly agreed that the stipulations hereof do not affect and cannot be deemed to affect or include in any way any issues of penal nature against persons. Against this background, the Parties, without prejudice to their legal positions, agree to this Settlement Agreement (the “Agreement”) as set forth below. II. DEFINITIONS “HR” is defined to include the Hellenic Republic, as well as all its agencies, public authorities and public entities, and all companies fully owned by the Hellenic Republic. material and critical influence on corporate matters, regardless of the participation percentage in their share capital. The definition also refers to the company officers, directors and employees, except those involved or to be involved in the Matter due to judicial investigations. HR and SIEMENS are jointly referred to herein as the “Parties”, each one being a “Party” for purposes of this Agreement. “SAE” is defined to include Siemens AE Greece and its subsidiaries in Greece, as well as Siemens Healthcare Diagnostics ABEE. The “Matter” is defined as any and all matters, claims or allegations to date, whether known or unknown relating in any way to corruption; payments to (or promises to pay) third parties; other illegal activities on the part of SIEMENS, including without limitation all matters investigated by any Greek, German or U.S. authority or Debevoise & Plimpton LLP, including matters covered by Siemens’ 2008 settlements with the German authorities and the SEC and DOJ in the United States. The “Steering Committee” is detailed in Annex 3. The “Corporate Compliance Monitor” is detailed in Annex 4. III. OBLIGATIONS OF SIEMENS (1) The Parties agree that, in full and final settlement of all claims under civil and administrative law relating to the Matter (including money laundering and antitrust law), SIEMENS undertakes the following obligations against the HR:
Allowance of € 80 million: SIEMENS makes the following allowance related to accounts receivables against Greek public sector entities referenced in Annex 2 (“Allowance 80 million”): The HR hereby declares in accordance with Article 477 of the Greek Civil Code a joinder as joint and several debtor to all of the accounts receivables referenced in Annex 2. Immediately thereafter, SIEMENS hereby waives or shall procure to be waived, in accordance with Article 484 of the Greek Civil Code, all accounts receivables referenced in Annex 2 with effect against all joint and several debtors thereof so that the accounts receivables are waived in their entirety, also for the benefit of the debtors of the accounts receivables referenced in Annex 2. For purposes of verification of the validity of the accounts receivables, the Parties have agreed on the mechanism as detailed in Annex 2. Both the joinder pursuant to Article 477 of the Greek Civil Code and the waiver performed in accordance with Article 484 of the Greek Civil Code shall be exempt from any direct or of this Agreement, it is expressly agreed that neither this Agreement nor the agreements to be concluded by the Parties in execution or in furtherance of this Agreement will be deemed to constitute a donation for Greek tax law purposes.
Allowance of € 90 million: Siemens AG commits, as outlined in Annex 3, to make available over a period of five (5) years from the Effective Date of this Agreement (the “Allowance Period”), a total amount of € 90 million (the “Allowance 90 million”) as outlined below, for the support of the following HR entities and activities: (1) Entities serving the public interest dedicated to combating corruption, fraud and money laundering in the HR. (2) Projects and programs including education and training programs aimed at combating corruption, fraud and money laundering in the HR. (3) University and other scientific research programs in the HR designed to enhance knowledge and expertise in the areas of energy, healthcare, industry, infrastructures and urban development. (4) Scholarship schemes for post-graduate studies in the areas of energy, healthcare, industry, infrastructures and urban development, through the State Scholarships Foundation (IKY) of the HR. In any given year, there shall be made available the possibility of up to 100 such scholarships. (5) Provision of requested medical equipment (including equipment delivery, installation and maintenance) for public hospitals within the HR, particularly for pediatric hospitals, following a needs assessment by the Ministry of Health, in consultation with the Steering Committee, and in accordance with applicable law. While the above commitment is made by Siemens AG, Siemens AE shall also have the right to perform. The disbursement of any funds to specific projects or bodies will be decided by the Parties in accordance with the provisions of Annex 3. 600 employees, by using within 2012 the appropriate means and activating financial support of SAE with an estimated amount of € 100 million. Fulfillment of this provision will be evidenced in writing to the Steering Committee by SAE’s statutorily appointed auditors.
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Η ανάγνωση του παρόντος εγγράφου δεν αντικαθιστά την ανάγνωση του αντίστοιχου τεύχους της Εφημερίδας της Κυβερνήσεως. Δεν αναλαμβάνουμε ευθύνη για τυχόν ανακρίβειες που οφείλονται στη μετατροπή του πρωτοτύπου σε αυτή τη μορφή.