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www.osram-licht.com
Invitationto the Annual General Meetingof OSRAM Licht AG, on February 16, 2016
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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.
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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
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 divi-
dend-bearing share, and that the remaining amount
be carried forward to new account.
Agenda
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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 appropri-
ately 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.
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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 Wirtschaftsprüfungs-
gesellschaft, 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 Wirtschaftsprüfungs-
gesellschaft, 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 Wirtschaftsprüfungs-
gesellschaft, 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.
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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 Bürger-
liches 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: [email protected]
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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 share-
holders 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.
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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 registra-
tion period, since instructions to amend the Compa-
ny’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.
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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, institu-
tions, 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 share-
holders’ association, or other persons, institutions, or
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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’ associa-
tion, 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 share-
holders. 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 registra-
tion documents and made available at www.osram-
licht.com/agm for this. Alternatively, you can issue the
proxy instrument and instructions to the Company-ap-
pointed proxies, also by no later than 12 midnight
(CET) on Monday, February 15, 2016, via the share-
holder 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.
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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-ap-
pointed 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 instruc-
tions, 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-ap-
pointed proxy.
Further information on the proxy voting procedure is
provided on the registration form mailed to share-
holders with the letter of invitation.
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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 accord-ance 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 immedi-
ately 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 addi-
tion, 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.
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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 charac-
ters.
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
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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 counter-
motions 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: [email protected]
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
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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 judg-
ment 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 accord-
ance 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 Supervi-
sory Board and by the Managing Board at the begin-
ning 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.
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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.
OSRAM Licht AG
Marcel-Breuer-Straße 680807 Munich GermanyPhone +49 89 6213-0Fax +49 89 6213-2020
www.osram-licht.com