www.osram-licht.com Invitation to the Annual General Meeting of OSRAM Licht AG, on February 16, 2016
Dear Shareholders, We hereby invite you to the Annual General Meeting of OSRAM Licht AG to be held at the ICM (Internationales Congress Center München), Am Messesee 6, Messegelände, 81829 Munich, Germany, on Tuesday, February 16, 2016, starting at 10:00 a.m. 3
Agenda 1. Presentation of the adopted annual financial statements, the approved consolidated financial statements, and the combined management report for OSRAM Licht AG and the Group for fiscal year 2014/2015, including the explanatory report on the information in accordance with sections 289(4) and (5) and 315(4) of the Handelsgesetzbuch (HGB German Commercial Code) as of September 30, 2015, plus the report of the Supervisory Board, the corporate governance report, and the remuneration report for fiscal year 2014/2015. The abovementioned documents are available on our website at www.osram-licht.com/agm and may be inspected in our business premises at the registered office of OSRAM Licht AG, Marcel- Breuer-Str. 6, 80807 Munich. They will also be mailed to shareholders on request. In addition, these documents will be available at the General Meeting, where they will be explained in more detail. The Supervisory Board has already approved the annual financial statements prepared by the Managing Board and the consolidated financial statements; the annual financial statements have thus been adopted (section 172 of the Aktiengesetz (AktG German Stock Corporation Act)). For this reason, the General Meeting does not have to resolve on Agenda Item 1. 2. Resolution on the appropriation of OSRAM Licht AG s net retained profits 4 The Supervisory Board and the Managing Board propose that OSRAM Licht AG s net retained profits for the past fiscal year 2014/2015 of 94,220,460.00 be used to distribute a dividend of 0.90 per dividend-bearing share, and that the remaining amount be carried forward to new account.
The total dividend thus amounts to 94,183,324.20 for 104,648,138 dividend-bearing shares. The 41,262 treasury shares held by the Company at the time of the proposal on the appropriation of net retained profits by the Managing Board and the Supervisory Board do not bear dividends and are not included in the calculation of the total dividend. The net retained profits are thus to be appropriated as follows: Net retained profits: 94,220,460.00 Distribution to shareholders: 94,183,324.20 Profit carried forward: 37,135.80 If the number of dividend-bearing shares for fiscal year 2014/2015 changes in the period until the General Meeting, the proposal submitted for resolution there will be modified as necessary in order to provide for an unchanged dividend of 0.90 per dividend-bearing share and an appropriately adjusted amount to be carried forward. 3. Resolution on the approval of the actions of the members of the Managing Board for fiscal year 2014/2015 The Supervisory Board and the Managing Board propose that the actions of the members of the Managing Board in office in fiscal year 2014/2015 be approved for this period. 5
4. Resolution on the approval of the actions of the members of the Supervisory Board for fiscal year 2014/2015 The Supervisory Board and the Managing Board propose that the actions of the members of the Supervisory Board in office in fiscal year 2014/2015 be approved for this period. 5. Resolution on the appointment of the auditor of the annual financial statements and consolidated financial statements as well as the auditor to review the interim financial information Based in each instance on the recommendation of the Audit Committee, the Supervisory Board proposes the following resolutions: a) Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, shall be appointed as the auditor of the annual financial statements and consolidated financial statements for fiscal year 2015/2016. b) Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, shall be appointed as the auditor to review the condensed interim consolidated financial statements and the Group interim management report for the first half of fiscal year 2015/2016. c) Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, shall be appointed as the auditor to review any additional condensed interim consolidated financial statements and Group interim management reports for fiscal year 2015/2016 and for the first quarter of fiscal year 2016/2017. 6
Total number of shares and voting rights As of the date of issue of the notice convening the General Meeting, the Company has a total of 104,689,400 no-par value shares carrying participation and voting rights, each entitling the holder to one vote. The total number of voting rights is therefore 104,689,400. As of the date of issue of the notice convening the General Meeting, each of the total figures above includes 41,262 treasury shares held by the Company, from which it does not derive any rights. Information on attendance Registration for the General Meeting Those shareholders who have submitted timely notification of attendance and who are recorded as the shareholders of the relevant shares in the Company s share register at the time of the General Meeting are entitled to attend the General Meeting and exercise voting rights. Registrations must be received by the Company in text form (see section 126b of the Bürgerliches Gesetzbuch (BGB German Civil Code)) in German or English by no later than 12 midnight (CET) on Tuesday, February 9, 2016 at the following address: OSRAM Licht AG Hauptversammlung 2016 c/o Computershare Operations Center 80249 Munich GERMANY or by fax to: +49 89 30903-74675 or by email to: anmeldestelle@computershare.de 7
In addition, the Company offers its shareholders the opportunity to register online through the shareholder portal, which is accessible at www.osram-licht.com/ agm. The access data required for this portal will be mailed to shareholders together with the invitation. Further information on the registration procedure is provided on the registration form (which may also be used to appoint a proxy and issue instructions to the proxies designated by the Company) mailed to shareholders with the letter of invitation, as well as online in the shareholder portal. Credit institutions, shareholders associations and persons, institutions, or companies given an equal status under section 135(8) or section 135(10) in conjunction with section 125(5) of the AktG may exercise voting rights for shares not owned by them, but which are recorded under their name in the Company s share register, only on the basis of an authorization by the shareholder concerned. Blocks of admission tickets and voting cards will be issued to the shareholders entitled to attend or their proxies. 8
Free disposability of shares and technical record date A shareholder s registration to attend the General Meeting will not result in his or her shares being blocked, i.e., even after registering, shareholders can still dispose of their shares without any restriction. The right to attend and vote is determined on the basis of the number of shares entered in the Company s share register on the date of the General Meeting. This number will correspond to the number of shares registered at the end of the closing date for the registration period, since instructions to amend the Company s share register received from February 10, 2016, up to and including February 16, 2016, will only be processed and taken into account with effect from after the General Meeting on February 16, 2016. The technical record date is therefore 12 midnight (CET) on February 9, 2016. Procedure for voting by proxy Shareholders of record may also be represented at the General Meeting and exercise their voting rights via a proxy, e.g., a credit institution or a shareholders association. If a shareholder appoints more than one person to serve as their proxy, the Company may reject one or more of these persons. In the case of proxies, too, timely registration by the shareholder or the proxy must be ensured in accordance with the provisions set out in the section entitled Registration for the General Meeting above. Proxy instruments, revocation of proxies, and proof that proxies have been granted submitted to the Company must be in text form (section 126b of the BGB) if neither a credit institution nor a shareholders association nor any other persons, institutions, or companies granted equal status under section 135(8) or section 135(10) in conjunction with section 125(5) of the AktG have been appointed. 9
Shareholders can use the form mailed with the letter of invitation and made available at www.osram-licht.com/ agm to appoint a proxy. In addition, the Company offers its shareholders the opportunity to appoint proxies via the shareholder portal, which is accessible at www.osram-licht.com/agm. The access data required for this portal will be mailed to shareholders with the invitation. There are other ways of appointing proxies, but these must likewise satisfy the text form requirement (section 126b of the BGB) if neither a credit institution nor a shareholders association nor other persons, institutions, or companies granted equal status under section 135(8) or section 135(10) in conjunction with section 125(5) of the AktG are appointed. We offer our shareholders the opportunity to also send declarations of the appointment of proxies, proof of authorization to be submitted to the Company, and any revocations of proxies by mail, e-mail, or fax to the address, e-mail address, or fax number provided under Registration for the General Meeting above. However, proof of proxy can also be furnished by the proxy at the entry control point on the day of the General Meeting. If a credit institution, a shareholders association or other persons, institutions, or companies granted equal status under section 135(8) or section 135(10) in conjunction with section 125(5) of the AktG have been appointed as a proxy, there is no text form requirement. In accordance with the relevant legal provisions, in these cases the authorization must be granted to a specific proxy and must be documented by the proxy in a verifiable form. Furthermore, the proxy declaration must be complete and may contain only statements relating to the exercise of voting rights. Accordingly, if you intend to authorize a credit institution, a shareholders association, or other persons, institutions, or 10
companies granted equal status under section 135(8) or section 135(10) in conjunction with section 125(5) of the AktG, please agree on the form of proxy with those institutions, persons, or companies. However, in accordance with section 135(7) of the AktG, a violation of these and certain other requirements set out in section 135 of the AktG relating to the appointment as a proxy of a credit institution, a shareholders association, or other persons, institutions, or companies granted equal status under section 135(8) or section 135(10) in conjunction with section 125(5) of the AktG shall not affect the validity of their voting. As a service for its shareholders, the Company has additionally appointed the OSRAM employees Carola Endres and Jochen Berner as proxies, whom you may also authorize to cast votes. The proxies appointed by the Company will exercise their voting rights solely in accordance with the instructions issued by the shareholders. Proxy instruments must be granted and instructions to the Company-appointed proxies issued by no later than 12 midnight (CET) on Monday, February 15, 2016 (time of receipt) by mail, e-mail, or fax to the address, e-mail address, or fax number given under Registration for the General Meeting above. Please use the form enclosed with the registration documents and made available at www.osramlicht.com/agm for this. Alternatively, you can issue the proxy instrument and instructions to the Company-appointed proxies, also by no later than 12 midnight (CET) on Monday, February 15, 2016, via the shareholder portal, which is accessible at www.osram-licht. com/agm. Instructions given may also be changed up to 12 midnight (CET) on February 15, 2016, via the shareholder portal. After the end of February 15, 2016, shareholders will only be able to appoint proxies and issue instructions to the Company-appointed proxies by completing the form enclosed with the block of voting cards and submitting it at the designated desk by no later than the end of the general debate at the General Meeting. 11
Even when the Company-nominated proxies are appointed, timely registration must be ensured in accordance with the provisions of the section entitled Registration for the General Meeting above. It is important to pay due regard to the fact that the proxy instruments only authorize the Company-appointed proxies to represent shareholders for voting purposes if and insofar as the proxies were issued with explicit and clear instructions about individual items on the agenda. In the absence of explicit or clear instructions, proxies shall abstain from voting on the item concerned. The proxies are obligated to vote as instructed. If separate ballots are held on an agenda item without this being communicated prior to the General Meeting, an instruction for this agenda item as a whole shall be taken to apply accordingly to each separate ballot item. The Company-appointed proxies may not accept instructions on procedural motions or other motions or proposals for election not announced in advance; they will also not accept instructions to speak, to file objections to resolutions by the General Meeting, to ask questions, or to put forward motions. Personal attendance by a shareholder or an authorized third party at the General Meeting will automatically be considered as revoking the proxy instrument and instructions previously given to the Company-appointed proxy. Further information on the proxy voting procedure is provided on the registration form mailed to shareholders with the letter of invitation. 12
Queries, motions, proposals for election, and requests for information (Information on shareholders rights in accordance with sections 122(2), 126(1), 127, and 131(1) of the AktG) Motions for additions to the agenda in accordance with section 122(2) of the AktG Shareholders whose shares when taken together amount to one-twentieth of the share capital or a proportionate interest of 500,000 (corresponding to 500,000 shares) may require items to be placed on the agenda and published. Each new item must be accompanied by the reasons for it or by a proposed resolution. The notice requiring the new item to be added must be submitted in writing to the Managing Board of OSRAM Licht AG and must be received by the Company no later than 12 midnight (CET) on Saturday, January 16, 2016. Please use the following address to submit your requests: Managing Board of OSRAM Licht AG Marcel-Breuer-Str. 6 80807 Munich, Germany. Unless already made public at the time of the notice convening the General Meeting, additions to the agenda requiring publication will be published immediately on receipt in the Bundesanzeiger (Federal Gazette) and submitted for publication to those media as may be expected to disseminate the information throughout the European Union as a whole. In addition, such requests will be published on the Internet at www.osram-licht.com/agm and communicated to the shareholders in accordance with section 125(1) sentence 3 of the AktG. 13
Countermotions to proposals and proposals for election in accordance with sections 126(1) and 127 of the AktG In addition, shareholders may submit to the Company countermotions to proposals by the Managing Board and/or Supervisory Board on specific agenda items as well as proposals for the election of Supervisory Board members or auditors. In accordance with section 126(1) of the AktG, motions by shareholders including the shareholder s name, the reasons for the motion, and any statement by the management shall be made available to the persons entitled under section 125(1) through (3) of the AktG (shareholders requesting this information, among others) under the conditions stated therein if at least 14 days before the General Meeting the shareholder sends the Company, at the address provided below, a countermotion to a proposal by the Managing Board and/or Supervisory Board concerning a specific item on the agenda, stating the reasons for it. The day of receipt and the day of the General Meeting shall not be taken into account. The last possible time of receipt is therefore 12 midnight (CET) on Monday, February 1, 2016. A countermotion need not be made available if one of the exclusions set out in section 126(2) of the AktG is applicable. The reasons also need not be made available if they exceed a total of 5,000 characters. Reasons need not be given for proposals for election made by shareholders in accordance with section 127 of the AktG. Proposals for election will only be made available if they include the name, practiced profession, and place of residence of the nominee plus, in the case of an election of members of the Supervisory Board, information about their membership of other statutory supervisory boards (see section 127 sentence 3 in 14
conjunction with sections 124(3) and 125(1) sentence 5 of the AktG). In accordance with section 127 sentence 1 of the AktG in conjunction with section 126(2) of the AktG, there are other reasons why proposals for election need not be made available on the website in certain cases. In all other respects, the requirements and rules for making motions available apply with the necessary modifications. The right of every shareholder to put forward countermotions or make proposals for election relating to the various items on the agenda during the General Meeting, without previously submitting them to the Company, remains unaffected. Please note that countermotions or proposals for election submitted in advance to the Company by the specified deadline will only be given consideration at the General Meeting if they are put forward verbally at the meeting. All motions (including the reasons for them) or proposals for election by shareholders in accordance with sections 126(1) and 127 of the AktG must be sent solely to the address below: OSRAM Licht AG Hauptversammlung 2016 c/o Computershare Operations Center Prannerstr. 8 80333 Munich GERMANY Fax: +49 (0)89 / 6213-3629 or e-mailed to: Countermotion@osram.com Motions and proposals for election by shareholders to be made available (including the shareholder s name and in the case of motions the reasons for them) will be made available on the Company s website on 15
receipt at www.osram-licht.com/agm. Any statements by the management will also be made available at the web address given above. Right to information in accordance with section 131(1) of the AktG Every shareholder or shareholder representative present at the General Meeting may request from the Managing Board information on matters concerning the Company, the legal and business relationships between the Company and its affiliated companies, and the situation of the Group and the Company s consolidated subsidiaries, to the extent that the information is necessary to make an informed judgment about an item on the agenda. The information provided must comply with the principles of a true and faithful account. The Managing Board may refuse to answer individual questions for the reasons stated in section 131(3) of the AktG. Additional explanations Explanations regarding shareholders rights in accordance with sections 122(2), 126(1), 127, and 131(1) of the AktG are also provided on the Company s website at www.osram-licht.com/agm. Live broadcast of the speeches by the Chairman of the Supervisory Board and by the Managing Board The speeches given by the Chairman of the Supervisory Board and by the Managing Board at the beginning of the General Meeting will be broadcast live over the Internet. The speeches given by the Managing Board will be available as a recording after the General Meeting at www.osram-licht.com/agm. 16
Website on which the notice of the General Meeting and the information in accordance with section 124a of the AktG are available The notice convening the General Meeting, together with the information and explanations required by law, is also accessible on our website, www.osram-licht.com/ agm, which additionally contains the information required by section 124a of the AktG. The voting results will be made available at the same address after the General Meeting. The notice of the General Meeting has been submitted for publication to those media as may be expected to disseminate the information throughout the European Union as a whole. Munich, January 2016 OSRAM Licht AG The Managing Board This version of the Notice Convening the Annual General Meeting, prepared for the convenience of English-speaking readers, is a translation of the German original. For the purposes of interpretation the German text shall be authoritative and final. 17
www.osram-licht.com OSRAM Licht AG Marcel-Breuer-Straße 6 80807 Munich Germany Phone +49 89 6213-0 Fax +49 89 6213-2020