LEONI AG Nürnberg ISIN DE 000 540888 4 Securities Identification Number 540 888 Annual General Meeting of LEONI AG on Thursday, 7 May 2015, 10:00 hours, NürnbergMesse GmbH, Frankenhalle, Messezentrum (Trade Fair Centre), 90471 Nürnberg Information pursuant to Articles 121 (3) sentence 3 no. 3 of the German Stock Corporation Act (AktG) on the rights of shareholders pursuant to Articles 122 (2), 126 (1), 127 and 131 (1) of the German Stock Corporation Act (AktG) 1. Requests to amend the agenda pursuant to Article 122 (2) German Stock Corporation Act (AktG) Shareholders of the company jointly representing a proportionate share of Euro 500,000.00 (equivalent to 500,000 shares in the company) may request that items be placed on the agenda of the Annual General Meeting and be disclosed pursuant to Article 122 (2) German Stock Corporation Act (AktG). Each request must be supplemented by an explanatory statement or a formal resolution proposal. Requests to amend the agenda must be submitted in writing to the Management Board of LEONI AG no later than Monday, 6 April 2015, 24:00 hours. Please use the following address to submit your requests: Management Board (Vorstand) of LEONI AG Marienstraße 7 90402 Nuremberg
- 2 - Shareholders requesting amendments to the agenda must prove that they have been shareholders of the company at least three months prior to the day the request is received by the company. Unless made public at the time of the notice of shareholders meeting, requests for amendments of the agenda that are required to be disclosed are published immediately upon their receipt in the German Federal Gazette (Bundesanzeiger) and submitted to those media for publication which may be presumed to distribute the information throughout the European Union. In addition, such requests are disclosed on the internet at http://www.leoni.com/en/agm2015/ and communicated to the shareholders pursuant to Article 125 German Stock Corporation Act (AktG), who request this or who are recorded in the share register of LEONI AG at the beginning of 23 April 2015. These rights of the shareholders are based on provisions of the German Stock Corporation Act (AktG) as follows: Article 121 General information [excerpts] (4) The convening must be announced by publication in the newspapers. If the shareholders of a company are known, the Annual General Meeting may be convened by registered letter unless otherwise stated in the Articles of Association; the day of dispatch is the day of notification. The Articles 125 through to 127 shall apply mutatis mutandis. (4a) In the case of listed companies, which do not issue solely registered shares and do not directly send the invitation convening the Annual General Meeting to the shareholders pursuant to (4) sentence 2 and 3, the notice shall be submitted to those media for publication at the point of time of convening which may be presumed to distribute the information throughout the European Union. Article 122 Convening a meeting at the request of a minority (1) A shareholders meeting shall be called if shareholders jointly representing onetwentieth of the share capital request such meeting in writing, stating the purpose and reasons of such meeting; such request shall be addressed to the Management Board. The Articles of Association may provide that the right to request the convening of a shareholders meeting shall require another form and the holding of a smaller portion of the share capital. Article 142 (2) sentence 2 shall apply mutatis mutandis. (2) In the same manner shareholders jointly representing one-twentieth of the share capital or a proportionate share of Euro 500,000,00 may request that items be
- 3 - placed on the agenda of the Annual General Meeting and be disclosed. Each request must be supplemented by an explanatory statement or a formal resolution proposal. The request in terms of sentence 1 must be received by the company not later than 24 days, in the case of listed companies not later than 30 days, prior to the meeting, excluding the day of receipt. (3) If the request is not met, the court may authorize the shareholders requesting the amendment to the agenda, to convene the shareholders meeting or to disclose the item to be amended to the agenda. At the same time the court may also appoint the chairman of the shareholders meeting. The authorization must be indicated in the notice of or invitation to the shareholders meeting. An appeal against the decision shall be admissible. (4) The company must pay the costs for the shareholders meeting and in the case of (3) also the law costs if the court accepts the request. Article 124 Disclosure of requests to amend the agenda; proposals to resolutions [excerpts] (1) If the minority requests to put items on the agenda pursuant to Article 122 (2), these shall be disclosed either in the notice of the shareholders meeting or otherwise immediately upon receipt of the request. Article 121 (4) shall apply mutatis mutandis; besides Article 121 (4a) shall apply mutatis mutandis in the case of listed companies. Both invitation and submission must happen in the same way as in the case of the notice of the shareholders meeting. Article 124a Publication on the Company s website In the case of listed companies, the following must be accessible on the company s website shortly after its annual general meeting is convened: 1. the content of the convening; 2. an explanation if there is to be no resolution on an agenda item; 3. the documentation to be made available for the meeting; 4. the total number of shares and the voting rights at the time the meeting is convened, including separate disclosures on the total number for each class of shares; 5. where applicable, the forms to be used whenever voting by proxy or by post, so far as shareholders have not been directly provided with these forms.
- 4 - A request made by shareholders pursuant to Article 122 (2) of the Stock Corporation Act after the meeting has been convened must be made available in the same way as soon as the Company has received it. Article 125 Notification of shareholders and members of the Supervisory Board [excerpts] (1) The Management Board must notify at least 21 days prior to the shareholders meeting the credit institutions and the shareholders associations which exercised the voting rights for shareholders in the last shareholders meeting or requested the notice of convening the shareholders meeting, excluding the day of the notification. If the agenda shall be amended pursuant to Article 122 (2), the amended agenda shall be disclosed in the case of listed companies. The invitation to the shareholders must indicate the options of exercising the voting right by proxies and also by shareholders associations. In the case of listed companies the election nominations for members of the Supervisory Board shall be supplemented by details on their membership in other Supervisory Boards to be constituted by law; details on membership in comparable German or foreign control bodies of enterprises are to be added as well. (2) The Management Board must notify in the same manner those shareholders requesting the notification or being recorded in the share register of the company at the beginning of the fourteenth day prior to the shareholders meeting. The Articles of Association may restrict the submission to electronic communication. (5) Financial services institutions or companies operating pursuant to Articles 53 (1) sentence 1 or 53b (1) sentence 1 or (7) of the German Banking Act (KWG) shall be treated equal credit institutions. Article 142 Appointment of special auditors [excerpts] (2) If the shareholders meeting rejects a motion to appoint special auditors to audit any matter relating to the formation of the company or the management of the company s affairs that has occurred within the past five years, the court shall, upon motion by shareholders jointly representing at least one-hundredth of the share capital or a proportionate share of EUR 100,000.00, appoint special auditors, provided that facts exist which give reason to suspect that improprieties or gross violations of law or the articles of association have occurred in connection with such matter. This also applies to matters going back less than ten years, provided the entity was a public company at the time. The parties requesting the motion shall furnish evidence that they have been holders of such shares for not less than three months prior to the date of the shareholders
- 5 - meeting and that they will hold the shares until a decision on the motion. Article 149 shall apply mutatis mutandis to an agreement to avoid such a special audit. 2. Counterproposals and election nominations pursuant to Article 126 (1) and Article 127 of the German Stock Corporation Act (AktG) Shareholders of the company may submit to the Company counterproposals to Management Board and/or Supervisory Board proposals relating to certain items on the agenda and make election nominations for the election of Supervisory Board members or for the auditor pursuant to Article 127 of the German Stock Corporation Act (AktG). All counterproposals pursuant to Article 126 (1) of the German Stock Corporation Act (AktG) must be supplemented by an explanatory statement. Counterproposals and election nominations must be sent to the following address of the company: LEONI AG Corporate Investor Relations Ms. Susanne Kertz Marienstraße 7 90402 Nuremberg Fax: +49 (0)911-2023-209 E-Mail: hv2015@leoni.com Counterproposals by shareholders, including the shareholders names, any explanatory statements as well as any statements by the Management Board subject to Article 126 (2) and (3) of the Stock Corporation Act (AktG) - will only be accessible on the internet at http://www.leoni.com/en/agm2015/ if submitted to the Company, by Wednesday, 22 April 2015, 24:00 hours. These rules apply mutatis mutandis pursuant to Article 127 of the Stock Corporation Act (AktG) to the proposal of a shareholder for the election of Supervisory Board members or election of auditors. Election nominations pursuant to Article 127, however, need not to be supplemented by an explanatory statement. The Management Board does not need to make any election nominations for the election of Supervisory Board members or for auditors available, even if it fails to contain information relating to their names, their profession exercised and their residence. Again, any election nomination for Supervisory Board members need not be made accessible even if no details are given on the membership of candidates nominated in other Supervisory
- 6 - Boards to be constituted by law. Details on their membership in comparable German or foreign control bodies of enterprises are to be added as well. These rights of the shareholders are based on provisions of the German Stock Corporation Act (AktG) as follows: Article 124 Publication of motions; resolutions proposed [excerpts] (3) In the notice of the shareholders meeting, Management Board and Supervisory Board shall propose resolutions on each agenda item to be resolved by the shareholders meeting and the Supervisory Board shall propose resolutions on the election of Supervisory Board members and of auditors. In the case of companies as defined in Article 264d of the German Commercial Code (Handelsgesetzbuch) the proposal of the Supervisory Board on the election of the auditor shall be based on the recommendations of the audit committee. Sentence 1 shall not apply if the shareholders meeting must comply with election nominations for the election of Supervisory Board members pursuant to Article 6 of the Montan-Mitbestimmungsgesetz (German Act on Employees' Participation in Corporate Governance in Coal, Iron and Steel Industries) or if the item on which a resolution shall be taken is placed on the agenda on request of a minority. The nomination for the election of Supervisory Board members or auditors must indicate their names, their exercised profession and their residence. [ ] Article 125 Notification of shareholders and members of the Supervisory Board [excerpts] (1) The Management Board must notify at least 21 days prior to the shareholders meeting the credit institutions and the shareholders associations which exercised the voting rights for shareholders in the last shareholders meeting or requested the notification of convening the shareholders meeting, excluding the day of the notification. If the agenda shall be amended pursuant to Article 122 (2), the amended agenda shall be disclosed in the case of listed companies. The invitation to the shareholders must indicate the options of exercising the voting right by proxies and also by shareholders associations. In the case of listed companies the election nominations of Supervisory Board members shall be supplemented by details on their membership in other Supervisory Boards to be constituted by law; details on membership in comparable German or foreign control bodies of enterprises are to be added as well.
- 7 - Article 126 Motions by shareholders (1) Motions by shareholders, including shareholders names, explanatory statement and, if any, statement of the Management Board shall be made available to the eligible persons referred to in Article 125 (1) to (3) under the conditions specified therein, provided that the shareholder submitted at least 14 days prior to the company s shareholders meeting the counterproposals to a proposal of the Management Board and the Supervisory Board regarding a specific item on the agenda together with an explanatory statement to the address designated for this purpose in the shareholders meeting notice. The day of receipt shall not be counted. In the case of listed companies, the required availability shall be provided over the internet website of the company. Article 125 (3) shall apply mutatis mutandis. (2) A counterproposal and explanatory statement need not be made accessible if, 1. the Management Board would become liable to prosecution by such accessibility, 2. the counterproposal would result in a resolution of the shareholders meeting that would be illegal or would violate the Articles of Association, 3. the explanatory statement contains statements which are manifestly false or misleading in material respects or which contain insults, 4. a counterproposal of such shareholder based on the same facts has already been made available with respect to a shareholders meeting of the company pursuant to Article 125, 5. the same counterproposal of such shareholder based on essentially identical explanatory statement has already been made available pursuant to Article 125 with regard to at least two shareholders meetings of the company within the past five years and at such shareholders meetings less than one-twentieth of the share capital represented voted in favour of such counterproposal, 6. the shareholder indicates that he/she will neither attend nor be represented at the shareholders meeting, or 7. if within the past two years at two shareholders meetings the shareholder has failed to make or cause to be made on his/her behalf a counterproposal communicated by him/her.
- 8 - The explanatory statement needs not to be made accessible if it exceeds a total of 5,000 characters. (3) If several shareholders make counterproposals for resolution in respect of the same subject matter, the Management Board may combine such counterproposals and the respective explanatory statements. Article 127 Election nominations by shareholders Article 126 shall apply mutatis mutandis to a nomination by a shareholder for the election of a member of the Supervisory Board or auditors. Such nomination needs not be supported by an explanatory statement. The Management Board needs not make such election nomination available even if it fails to contain information pursuant to Article 124 (3) sentence 3 and Article 125 (1) sentence 5. 3. Right to obtain information pursuant to Article 131 (1) of the German Stock Corporation Act (AktG) Each shareholder of the company shall upon request be provided with information at the shareholders meeting by the Management Board pursuant to Article 131 (1) of the German Stock Corporation Act (AktG) regarding the company s affairs, the company s legal and business relations with affiliated companies as well as the group s position and the subsidiaries included in the consolidated financial statements, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda. The Management Board may refuse to provide information for the reasons stated in Article 131 (3) of the German Stock Corporation Act (AktG), to the extent that providing such information is, according to sound business judgement, likely to cause material damage to the company or an affiliated company. If information has been provided to a shareholder by reason of his/her status as a shareholder outside the shareholders meeting, such information shall upon request be provided to any other shareholder at the shareholders meeting, even if such information is not necessary to permit proper evaluation of an item on the agenda. The right of the shareholders to obtain information may be executed in the Annual General Meeting. The chairman of the meeting is authorized to determine a reasonable limit on a shareholder s time to speak or ask questions and to specifically set the time frame for the meeting, for the discussion of the various items on the agenda and for the various contributions as regards questions and speakers.
- 9 - These rights of the shareholders are based on provisions of the German Stock Corporation Act (AktG) as follows: Article 131 Right of the shareholders to obtain information (1) Each shareholder shall upon request be provided with information at the shareholders meeting by the Management Board regarding the company s affairs, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda. The duty to provide information shall also extend to the company s legal and business relations with affiliated companies. If a company makes use of the simplified procedure pursuant to Article 266 (1) sentence 2, Article 276 or Article 288 of the German Commercial Code, each shareholder may request that the annual financial statements be presented to him at the shareholders meeting on such annual financial statements in the form that would have been used if such provisions on the simplified procedure were not applied. The duty of the Management Board of a parent company to provide information (Article 290 (1) and (2) of the German Commercial Code) at the shareholders meeting at which the consolidated financial statements and the management report for the group are presented also extend to the group s position and the affiliated companies included in the consolidated financial statements. (2) The information provided shall comply with the principles of conscientious and accurate accounting. The Articles of Association or the rules of procedure pursuant to Article 129 may authorize the chairman of the meeting to reasonably limit a shareholder s time to speak and ask questions and may determine relevant details in this connection. (3) The Management Board may refuse to provide information, 1. to the extent that providing such information is, according to sound business judgement, likely to cause material damage to the company or an affiliated company; 2. to the extent that such information relates to tax valuations or the amount of certain taxes; 3. with regard to the difference between the value at which items are shown in the annual balance sheet and the higher market value of such items, unless the shareholders meeting is to approve the annual financial statements;
- 10-4. with regard to the methods of classification and valuation, if disclosure of such methods in the notes suffices to give a true and fair view of the net assets, financial position and results of operations of the company in terms of Article 264 (2) of the German Commercial Code; the foregoing shall not apply if the shareholders meeting is to approve the annual financial statements; 5. if provisions thereof make the Management Board liable to prosecution; 6. insofar as, in the case of credit institutions or financial services institutions, information needs not be given on methods of classification and valuation applied and setoffs made in the annual financial statements, the management report, the consolidated financial statements and management report for the group; 7. if the information is continuously on the internet website of the company for at least seven days prior to the beginning of and during the course of the shareholders meeting. The provision of information may not be refused for other reasons. (4) If information has been provided to a shareholder by reason of his/her status as a shareholder outside the shareholders meeting, such information shall upon request be provided to any other shareholder at the shareholders meeting, even if such information is not necessary to permit a proper evaluation of an item on the agenda. The Management Board may not refuse to provide such information on the grounds of subsection (3) sentence 1 no. 1 to 4. Sentences 1 and 2 shall not apply if a subsidiary (Article 290 (1) and (2) of the German Commercial Code), or an associated company (Article 310 (1) of the German Commercial Code) or an affiliated company (Article 311 (1) of the German Commercial Code) provides information to a parent company (Article 290 (1) and (2) of the German Commercial Code) for purposes of the inclusion of the company into the consolidated financial statements of the parent company and such information is needed for such purposes. (5) A shareholder who has been denied information may request that his/her question and the reason for which the information was denied be recorded in the minutes of the meeting. These rights of the shareholders are based on provisions of the Company s Articles of Association as follows:
- 11 - Article 15 Chairman of the meeting [excerpts] (2) The chairman of the meeting shall direct the shareholders meeting. He shall determine the sequence of the items on the agenda as well as the manner and sequence of voting. The chairman of the meeting is authorized to set an appropriate time on shareholders questions and speeches, in particular to set an appropriate time frame for the meeting, for the debate of the single items on the agenda and for the individual questions and speeches. Nuremberg, March 2015 LEONI AG The Management Board