www.osram-licht.com
Invitationto the Annual General Meetingof OSRAM Licht AG, on February 26, 2015
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Dear Shareholders,
We hereby invite you to the
Annual General Meeting of OSRAM Licht AG
to be held at the Olympiahalle in the Olympiapark,
Coubertinplatz, 80809 Munich, Germany,
on Thursday, February 26, 2015, starting at 10:00 a.m.
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Agenda
1. Presentation of the adopted annual financial state-
ments, the approved consolidated financial state-
ments, and the combined management report for
OSRAM Licht AG and the Group for fiscal year
2013/2014, 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, 2014,
plus the report of the Supervisory Board, the corpo-
rate governance report, and the remuneration report
for fiscal year 2013/2014.
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 2013/2014 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 €94,128,549.30 for
104,587,277 dividend-bearing shares. The 102,123
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.
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The net retained profits are thus to be appropriated as
follows:
Net retained profits: €94,220,460.00
Distribution to shareholders: €94,128,549.30
Profit carried forward: €91,910.70
If the number of dividend-bearing shares for fiscal year
2013/2014 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
2013/2014
The Supervisory Board and the Managing Board propose
that the actions of the members of the Managing Board in
office in fiscal year 2013/2014 be approved for this period.
4. Resolution on the approval of the actions of the
members of the Supervisory Board for fiscal year
2013/2014
The Supervisory Board and the Managing Board propose
that the actions of the members of the Supervisory Board
in office in fiscal year 2013/2014 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 report
Based on the recommendation of the Audit Committee,
the Supervisory Board proposes that Ernst & Young
GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, be
appointed
a) as the auditor of the annual financial statements and
consolidated financial statements for fiscal year
2014/2015
and
b) as the auditor to review the interim financial statements
and the interim management report (sections 37w, 37y
of the Wertpapierhandelsgesetz (WpHG—German
Securities Trading Act)) for the first half of fiscal year
2014/2015.
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6. Resolution on the election of a replacement member
of the Supervisory Board
Dr. Faber resigned from his position as a shareholder
representative on the Supervisory Board with effect from
July 1, 2014, stepping down from the Supervisory Board.
At the request of the Managing Board, the Munich Local
Court appointed Dr. Werner Brandt as a member of the
Supervisory Board on August 7, 2014.
The Supervisory Board proposes that the General Meeting
confirm the appointment of Dr. Werner Brandt, Bad
Homburg, independent management consultant and
former member of the Executive Board of SAP SE, to the
Supervisory Board as a shareholder representative by
electing him as a replacement member with effect from
the end of the General Meeting. In accordance with Article
7(2) sentence 3 of the Articles of Association, the appoint-
ment is for the remaining term of office of the departing
member, i.e., for a term expiring at the end of the general
meeting resolving on the approval of the actions of the
Supervisory Board member for the second fiscal year after
the start of the term of office in accordance with the
previous sentence. The fiscal year in which the term of
office begins is not included.
In accordance with sections 96(1) and 101(1) of the AktG
and section 7(1) sentence 1 no. 1 of the Gesetz über die
Mitbestimmung der Arbeitnehmer (MitbestG—German
Codetermination Act) as well as Article 7(1) of the Articles
of Association, the Supervisory Board consists of twelve
members, six of whom are elected by the General Meeting
(shareholder representatives on the Supervisory Board)
and six of whom are elected in accordance with the
MitbestG (employee representatives on the Supervisory
Board).
The General Meeting is not bound to follow the proposals
made for the election of shareholder representatives on
the Supervisory Board. The proposal for election is based
on the recommendation of the Nomination Committee of
the Supervisory Board and takes account of the objectives
resolved by the Supervisory Board on September 30, 2013,
with regard to its composition.
For more information on the candidate proposed for election
to the Supervisory Board as a shareholder representative,
please see the information relating to Agenda Item 6 in the
section entitled “Additional Information” below.
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7. Approval of the system for the compensation of
members of the Managing Board
In accordance with section 120(4) of the AktG, the general
meeting may resolve on the approval of the system for the
compensation of members of the Managing Board, but
without thereby giving rise to any rights and obligations.
The resolution on this agenda item relates to the remunera-
tion system currently in place at OSRAM Licht AG, which
will also be the basis for fixing the level of Managing Board
compensation in fiscal year 2014/2015. This is outlined in
the remuneration report that is reproduced as part of the
2013/2014 management report in the 2013/2014 Annual
Report. This can be downloaded from the website
www.osram-licht.com/agm and inspected at the business
premises of OSRAM Licht AG, Marcel-Breuer-Str. 6, 80807
Munich. A copy of the documents will also be mailed to
shareholders on request. In addition, the documents will be
available at the General Meeting, where they will be explained
in more detail.
The Supervisory Board and Managing Board propose that
the system for the compensation of members of the
Managing Board be approved.
8. Resolution on the authorization to use equity deriva-
tives to acquire treasury shares in accordance with
section 71(1) no. 8 of the Aktiengesetz (AktG—
German Stock Corporation Act) and to disapply
tender rights and preemptive rights
Agenda Item 3 of the General Meeting of OSRAM Licht AG
on June 14, 2013, authorized the Company to acquire and
use treasury shares in the period up to February 28, 2018,
subject to certain conditions.
The full wording of the existing authorization dated June
14, 2013, is reproduced below in the section entitled
“Additional Information and Reports on the Agenda Items.”
To date, 198,104 treasury shares have been acquired on
the basis of the authorization dated June 14, 2013.
Further to the authorization dated June 14, 2013, the
Company is also to be authorized to acquire treasury
shares using equity derivatives. The aim is not to increase
the total volume of shares that may be acquired; rather,
the resolution offers additional, alternative ways of
acquiring treasury shares within the scope of, and
counting towards the upper limit set out in, the authoriza-
tion dated June 14, 2013, which is further limited by letter
no. 1 of the following proposed resolution.
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The Managing Board and the Supervisory Board therefore
propose that the General Meeting resolve the following:
1) Further to the authorization dated June 14, 2013, to
acquire treasury shares in accordance with section
71(1) no. 8 of the AktG, and in addition to the methods
described there, the Company’s shares may, with the
consent of the Supervisory Board, also be acquired
using equity derivatives. The Managing Board is autho-
rized, with the consent of the Supervisory Board, to
acquire options that, upon their exercise, grant the
Company the right to acquire shares of the Company
(call options). The Managing Board is also authorized,
with the consent of the Supervisory Board, to sell
options that, upon their exercise by the holder, require
the Company to acquire shares of the Company (put
options). Treasury shares may also be acquired using a
combination of call and put options or forward
purchase contracts in which there are more than two
exchange trading days between signature of the
purchase agreement and delivery of the shares
acquired (call options, put options, and combinations
of call and put options and forward purchase
contracts, collectively referred to in the following as
“equity derivatives”); the consent of the Supervisory
Board is required to enter into equity derivative
transactions. The authorization will take effect with the
resolution on February 26, 2015, and is valid until
February 28, 2018. The authorization can be exercised
in whole or in part, in one or more transactions,
including several different transactions, by the
Company, a Group company, or a third party autho-
rized by the Company or by a Group company for its
or their account. The total volume of shares acquired
using equity derivatives is limited to a maximum of 5%
of the share capital in existence on the date of this
resolution by the General Meeting or, in the event that
this amount is lower, of the share capital in existence at
the time in each case when this authorization is
exercised.
Acquisitions of shares using equity derivatives on the
basis of this authorization are counted toward the
remaining amount available under the authorization to
acquire treasury shares dated June 14, 2013, and are
only permitted if the amount of the authorization dated
June 14, 2013, has not been exhausted.
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2) The equity derivatives must be entered into with one or
more credit institution(s), one or more companies
whose activities fall within section 53(1) sentence 1 or
section 53b(1) sentence 1 or section 7 of the Kreditwe-
sengesetz (KWG—German Banking Act), or a group or
consortium of credit institutions and/or such compa-
nies. They must be structured in a way that ensures
that the equity derivatives are only serviced using
shares acquired in accordance with the principle of
equal treatment of shareholders; acquisition via the
stock exchange is sufficient for this. The price paid by
the Company for call options or received for put
options, or paid or received for combinations of call
and put options may not be materially higher or lower
than the theoretical fair value calculated using recog-
nized valuation techniques. The terms of the individual
equity derivatives may not exceed 18 months and they
must be selected in such a way that the acquisition of
the shares by exercising equity derivatives does not
take place after February 28, 2018.
3) The purchase price per share payable upon exercise of
the put option or at maturity of the forward purchase
contract (in both cases excluding transaction costs
and, in the case of a put option, less the option
premium received when the option was entered into)
may not be more than 10% higher or more than 20%
lower than the average quoted market price of the
Company’s shares in the closing auction in the XETRA
trading system (or a comparable successor system) on
the Frankfurt Stock Exchange on the three exchange
trading days before the day the option or forward
purchase contract concerned are entered into. The call
option may only be exercised if the purchase price
payable (excluding transaction costs and plus the
value of the option upon exercise) is not more than
10% higher or more than 20% lower than the average
quoted market price of the Company’s shares in the
closing auction in the XETRA trading system (or a
comparable successor system) on the Frankfurt Stock
Exchange on the three exchange trading days before
the day the shares are acquired.
4) If treasury shares are acquired using equity derivatives
in accordance with the above rules, the shareholders
shall not have the right to enter into such equity
derivatives with the Company or to tender shares.
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5) The Managing Board is authorized to use the treasury
shares acquired on the basis of this authorization as
follows:
a. The shares can be sold via the stock exchange or,
with the consent of the Supervisory Board, by way
of a public offer to all shareholders in proportion to
the interests they hold. Preemptive rights for
fractions are disapplied in the latter case.
b. The shares can also, with the consent of the
Supervisory Board, be otherwise sold against
payment in cash at a price that is not materially lower
than the quoted market price for the Company`s
shares of the same class at the time of sale. The
proportionate interest in share capital attributable
to the number of shares sold under this authoriza-
tion may not exceed 10% of the share capital in
existence on the date this authorization comes into
effect or, in the event that this amount is lower, of
the Company’s existing share capital on the date
on which this authorization is exercised in each
case. The 10% limit shall include the proportionate
interest in the share capital of new shares issued or
to be issued in the period since June 14, 2013, on
the basis of any authorizations to issue shares from
authorized capital while disapplying preemptive
rights in accordance with section 186(3) sentence
4 of the AktG, as well as the proportionate interest
in the share capital attributable to bonds with
warrants and/or convertible bonds granting options
or conversion rights or conversion or exchange
obligations or a right to tender shares issued or to
be issued in the period since June 14, 2013, on the
basis of any authorizations in accordance with
sections 221(4) and 186(3) sentence 4 of the AktG,
and the proportionate interest in the share capital
of shares issued or to be issued in the period since
June 14, 2013 on the basis of the authorization
dated June 14, 2013, while disapplying preemptive
rights in accordance with sections 71(1) no. 8
sentence 5 half-sentence 2 and 186(3) sentence 4
of the AktG. The proportionate interest in the share
capital of shares to be issued on the basis of this
authorization while disapplying preemptive rights in
accordance with sections 71(1) no. 8 sentence 5
half-sentence 2 and 186(3) sentence 4 of the AktG
are counted towards the 10% limit under section 2,
letter b of the authorization dated June 14, 2013.
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c. The shares can also be offered for purchase to
persons who are or were employed by the
Company or one of its affiliated companies, and to
current or former members of executive or
supervisory bodies of the Company’s affiliated
companies (referred to in each case as a “benefi-
ciary”) or granted or transferred subject to a
holding or lock-up period of not less than two
years, in which case the employment or service
relationship or membership of an executive or
supervisory body must exist in any case at the time
of the offer or grant.
The shares can be transferred to beneficiaries to
whom grants of shares were made in connection
with the admission of the Company’s shares to
trading on the stock exchange.
Further details of any grants and transfers,
including any direct consideration, any conditions
for eligibility, and any expiration or settlement rules,
in particular for special cases such as retirement,
disability, or death, shall be determined by the
Managing Board.
d. The shares can, with the consent of the Supervi-
sory Board, be offered and transferred against
noncash consideration, in particular as (partial)
consideration for the direct or indirect acquisition of
companies, parts of companies, or equity interests
in companies or other assets, including receivables
from the Company, or of entitlements to acquire
assets, or in the context of business combinations.
e. The shares can be used to service acquisition
obligations or acquisition rights to OSRAM Licht
AG shares arising from or in connection with
convertible bonds or bonds with warrants issued
by the Company or its Group companies.
f. The shares can also be redeemed without such
redemption or its implementation requiring a further
resolution by the General Meeting. Redeeming
shares leads to a reduction in the share capital.
However, the Managing Board may alternatively
determine that the share capital will not be reduced
and, instead, that the proportionate interest in the
share capital of the remaining shares shall be
increased in accordance with section 8(3) of the
AktG. In this case, the Managing Board is autho-
rized to amend the number of shares stated in the
Articles of Association.
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6) To the extent that these do not have to be used for
another specific purpose, the Supervisory Board is
authorized to use the shares acquired by the Company
as follows:
a. They can be used to service acquisition obligations
or acquisition rights relating to the Company’s
shares that were or are agreed with members of
the Company’s Managing Board as part of the
arrangements for Managing Board remuneration.
They can also be offered for purchase to the
members of the Managing Board or future
members of the Managing Board as part of the
arrangements for Managing Board remuneration,
or granted or transferred subject to a holding or
lock-up period, which shall end at the earliest at
the end of the second day following the publication
of the business results in the fourth calendar year
after the year of the grant or transfer (whichever is
earlier).
b. The shares can be transferred to current and
former members of the Company’s Managing
Board to whom share grants were made in
connection with the admission of the Company’s
shares to trading on the stock exchange.
c. Further details of any grants and transfers,
including any direct consideration, any conditions
for eligibility, and any expiration or settlement rules,
in particular for special cases such as retirement,
disability, or death, shall be determined by the
Supervisory Board in accordance with the require-
ments of section 87 of the AktG.
7) Shareholders’ preemptive rights to treasury shares
shall be disapplied to the extent that these shares are
used in accordance with the authorizations set out in
sections 5) b.–e. and 6) above.
8) These authorizations to sell or otherwise use treasury
shares, or to redeem them, can be exercised inde-
pendently of each other on one or more occasions, in
whole or in part.
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9. Resolution on the approval of a control and profit and
loss transfer agreement between OSRAM Licht AG
and OSRAM Beteiligungen GmbH
OSRAM Licht AG and OSRAM Beteiligungen GmbH, a
wholly owned subsidiary of OSRAM Licht AG, entered into
a control and profit and loss transfer agreement on
December 16, 2014.
The Supervisory Board and Managing Board propose that
the control and profit and loss transfer agreement entered
into between OSRAM Licht AG and OSRAM Beteiligungen
GmbH on December 16, 2014, be approved.
The content of the control and profit and loss transfer
agreement entered into between OSRAM Licht AG and
OSRAM Beteiligungen GmbH on December 16, 2014, is
as follows:
“Control and Profit and Loss Transfer Agreement
between
OSRAM Licht AG, domiciled in Munich, entered in the
commercial register of Munich Local Court under HRB
199675, business address: Marcel-Breuer-Str. 6, 80807
Munich, Germany,
—hereinafter also referred to as the “GROUP PARENT”—
and
OSRAM Beteiligungen GmbH domiciled in Munich,
entered in the commercial register of Munich Local Court
under HRB 199970, business address: Marcel-Breuer-Str.
6, 80807 Munich, Germany,
—hereinafter also referred to as the “GROUP SUBSIDIARY”—
—whereby the GROUP PARENT and the GROUP SUBSIDIARY
are also hereinafter individually referred to as the “Party” and
together as the “Parties”—
Preamble
OSRAM Licht AG is the sole shareholder of OSRAM
Beteiligungen GmbH. The following Control and Profit and
Loss Transfer Agreement serves to establish a consoli-
dated tax group within the meaning of sections 14 and 17
of the Körperschaftsteuergesetz (KStG—German Corpo-
rate Income Tax Act).
Against this background, the Parties agree the following:
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1 Management
The GROUP SUBSIDIARY places the management of its
company under the control of the GROUP PARENT. The
GROUP PARENT is thus entitled to issue general and
specific instructions to the Management of the GROUP
SUBSIDIARY with regard to the management of the
company. Instructions must be issued in text form. The
GROUP SUBSIDIARY is obliged to follow these instruc-
tions to the extent permitted by law. Irrespective of the
right to issue instructions, the managing directors of the
GROUP SUBSIDIARY shall continue to be responsible for
the management and representation of the GROUP
SUBSIDIARY.
2 Profit transfer
(1) The GROUP SUBSIDIARY undertakes to transfer its
entire profit as determined in accordance with the
provisions of commercial law to the GROUP PARENT.
The scope of the profit transfer is governed by all of
the provisions of section 301 of the AktG, as amended
and with the necessary modifications, in addition to
and with precedence over sections 2(2) and 3 of this
Agreement.
(2) With the exception of the legal reserves, the GROUP
SUBSIDIARY may only transfer amounts from its net
income to other retained earnings (section 272(3) of the
HGB) if this takes place with the approval of the
GROUP PARENT, is permitted under commercial law,
and is economically justified in accordance with
prudent business judgment.
(3) Amounts transferred to other retained earnings during
the term of this Agreement in accordance with section
272(3) of the HGB shall be released if so demanded by
the GROUP PARENT and shall be used to offset a net
loss for the period, provided that this does not
contravene section 302 of the AktG, as amended, or a
loss carried forward, or shall be transferred as profit.
The transfer of income from the reversal of additional
paid-in capital or retained earnings established prior to
the signing of this Agreement shall be precluded; the
ability to distribute income from the reversal of retained
earnings established prior to the signing of this
Agreement to the GROUP SUBSIDIARY’s share-
holders independently of this Agreement shall not be
affected.
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(4) The right to the profit transfer arises as of the end of
the GROUP SUBSIDIARY’s fiscal year. It is due with
the value date as of this date. The profit to be trans-
ferred must be settled before the GROUP SUBSIDI-
ARY’s annual financial statements are adopted in each
case and must be included in the GROUP SUBSIDI-
ARY’s annual financial statements.
3 Loss absorption
(1) Loss absorption is governed by the provisions of
section 302 of the AktG, as amended and with the
necessary modifications.
(2) The right to offset any net loss that would otherwise be
incurred arises as of the end of the GROUP SUBSIDI-
ARY’s fiscal year. It is due with the value date as of this
date. The net loss to be absorbed must be settled
before the GROUP SUBSIDIARY’s annual financial
statements are adopted in each case and must be
included in the GROUP SUBSIDIARY’s annual financial
statements.
4 Term of the agreement, termination
(1) This Agreement shall enter into effect upon its approval
by the shareholders’ meeting of the GROUP SUBSID-
IARY and the general meeting of the GROUP PARENT
and its entry in the GROUP SUBSIDIARY’s commercial
register. With the exception of section 1, the contrac-
tual arrangements shall apply retrospectively from the
beginning of the GROUP SUBSIDIARY’s fiscal year in
which this Agreement is entered in the commercial
register.
(2) This Agreement is entered into for an indefinite period
and can be terminated regularly by either Party to the
Agreement giving three (3) months’ notice to the end of
the GROUP SUBSIDIARY’s fiscal year, but with regard
to section 14(1) sentence 1 no. 3 sentence 1 of the
Körperschaftsteuergesetz (KStG—German Corporate
Income Tax Act) no earlier than as of the end of a
period of at least five (5) years (60 months) after the
beginning of the GROUP SUBSIDIARY’s fiscal year in
which this Agreement first takes effect. If these five
years end during the GROUP SUBSIDIARY’s fiscal
year, this Agreement can only be terminated as of the
end of the said fiscal year at the earliest.
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(3) The right of termination for good cause without notice
is not affected. Good cause shall exist in circum-
stances that meet the conditions of good cause within
the meaning of section 297(1) of the AktG or within the
meaning of section 14(1) sentence 1 no. 3 sentence 2
of the KStG, or if the GROUP PARENT no longer holds
a direct or indirect interest in the GROUP SUBSIDIARY
that gives it the majority of voting rights in the GROUP
SUBSIDIARY.
(4) Termination must be made in writing in all cases.
5 Concluding provisions
(1) Amendments and additions to this Agreement must be
made in writing to be effective. The above written form
may not be replaced by electronic form. In other
respects, section 295 of the AktG applies with the
necessary modifications.
(2) If a provision of this Agreement is or becomes invalid
or unenforceable, or if this Agreement contains a gap,
this shall not affect the validity of the remaining content
of this Agreement. The invalid, unenforceable, or
missing provision shall be replaced by a valid and
enforceable provision agreed by the Parties that
reflects as closely as possible the economic intent of
the invalid, unenforceable, or missing provision. The
relevant provisions of the KStG relating to the consoli-
dated tax group must be complied with in all cases.
(3) The requirements of sections 14 and 17 of the KStG,
as amended, or any corresponding successor
requirements must be taken into account when
interpreting individual provisions of this Agreement. If
individual provisions of this Agreement conflict with
section 3, section 3 shall take precedence over these
provisions.
(4) No oral side agreements exist.
(5) The place of performance and sole place of jurisdiction
for the Parties shall be Munich, insofar as this is
permitted by law.”
OSRAM Licht AG is the sole shareholder of OSRAM
Beteiligungen GmbH. No compensation payments or
settlements with external shareholders in accordance with
sections 304 and 305 of the AktG need to be made.
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The following documents are available for inspection by
shareholders at the business premises/at the domicile of
OSRAM Licht AG and OSRAM Beteiligungen GmbH
(Marcel-Breuer-Str. 6, 80807 Munich) as of the date of
issue of the notice convening the General Meeting. They
can also be accessed online at www.osram-licht.com/agm
from the same date.
• The Control and Profit and Loss Transfer Agreement
between OSRAM Licht AG and OSRAM Beteiligungen
GmbH dated December 16, 2014
• The adopted annual financial statements of OSRAM
Licht AG dated September 30, 2012 (short fiscal year)
• The adopted annual financial statements, the approved
consolidated financial statements, and the combined
management report for OSRAM Licht AG and the Group
dated September 30, 2013, and September 30, 2014
• The adopted annual financial statements of OSRAM
Beteiligungen GmbH dated September 30, 2012 (short
fiscal year), September 30, 2013, and September 30, 2014
• The joint report by the Managing Board of OSRAM
Licht AG and the management of OSRAM Beteiligu-
ngen GmbH submitted in accordance with section
293a of the AktG.
On request, a copy of these documents will be sent to
every shareholder free of charge and without delay. Share-
holders will also have access to these documents at the
General Meeting.
Additional Information and Reports on the Agenda Items
Information about the Supervisory Board candidate
proposed for election in Agenda Item 6:
Dr. Werner Brandt, Bad Homburg
Independent management consultant, former member of the
Executive Board of SAP SE
Personal data:
Date of birth: January 3, 1954
Place of birth: Herne
Education:
• Degree in business administration from the University of
Erlangen-Nuremberg
• Doctorate from TU Darmstadt
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Professional career:
• 1981–1992: Price Waterhouse (now PricewaterhouseCoo-
pers)
• 1992–1999: Member of the Management Board of
Baxter Deutschland GmbH and Vice
President European Operations of Baxter
• 1999–2001: CFO and Labor Relations Director of
Fresenius Medical Care AG
• 2001–2014: CFO of SAP SE
Membership in other domestic supervisory boards
whose establishment is required by law:
• ProSiebenSat.1 Media AG (Chairman)
• Deutsche Lufthansa AG
• RWE AG
• OSRAM GmbH, Munich
Memberships in comparable governing bodies of
domestic and foreign companies:
• QIAGEN N.V. (Chairman)
Information relating to Agenda Item 8: Resolution by the
General Meeting of OSRAM Licht AG dated June 14,
2013, authorizing the Company to acquire and use
treasury shares until February 28, 2018, subject to
certain conditions.
The General Meeting of OSRAM Licht AG adopted the
following resolution on June 14, 2013:
“1. The Managing Board is authorized, in the period until
February 28, 2018, to acquire treasury shares totaling
up to 10% of the share capital in existence on the date
this authorization comes into effect or, in the event that
this amount is lower, the share capital in existence on
the date on which this authorization is exercised in each
case for any permissible purpose within the legal limits
in accordance with the following provisions.
The authorization may be exercised by the Company,
as well as by its Group companies, or a third party
authorized by a Company or by a Group company for
its or their account, provided that the statutory
requirements, and in particular section 71(2) of the
AktG, are met.
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The shares can be acquired (i) via the stock exchange,
(ii) by way of a public purchase offer addressed to all
shareholders, (iii) by way of a public invitation to all
shareholders to submit offers to sell, or (iv) by granting
shareholders tender rights.
• In the event of acquisition via the stock exchange,
the consideration paid by the Company per share
(excluding transaction costs) may not be more than
10% higher or more than 20% lower than the
average quoted market price of the Company’s
shares in the closing auction in the XETRA trading
system (or a comparable successor system) on the
Frankfurt Stock Exchange on the three exchange
trading days before the date on which the obliga-
tion to purchase the shares is entered into.
• In the event of a public purchase offer, the consid-
eration paid by the Company per share (excluding
transaction costs) may not be more than 10%
higher or more than 20% lower than the average
quoted market price of the Company’s shares in
the closing auction in the XETRA trading system (or
a comparable successor system) on the Frankfurt
Stock Exchange on the three last exchange trading
days before the final resolution by the Managing
Board to issue the offer.
• In the event of a public invitation to submit offers to
sell or of an acquisition by way of granting tender
rights, the consideration paid by the Company per
share (excluding transaction costs) may not be
more than 10% higher or more than 20% lower
than the average quoted market price of the
Company’s shares in the closing auction in the
XETRA trading system (or a comparable successor
system) on the Frankfurt Stock Exchange on the
last three exchange trading days before the day on
which the offers to sell are accepted or the day on
which tender rights are granted.
The offer, the invitation to submit offers to sell, and the
tender rights can be adjusted in the period until
acceptance if, after publication of a public purchase
offer or a public invitation to submit offers to sell, or
after tender rights are granted, significant differences
arise between the quoted price and the purchase or
selling price offered, or the limits of any purchase or
selling price range. In this case, the relevant amount is
determined by the price on the last exchange trading
20
day before the final resolution by the Managing Board
on the adjustment; the upper and lower limits of 10%
and 20% respectively apply to this amount.
Limits can be set on the volume of a public purchase
offer or a public invitation to submit offers to sell. If a
public purchase offer or a public invitation to submit
offers to sell is oversubscribed, the shares must be
acquired or accepted in proportion to the number of
shares tendered in each case, and any shareholder
rights to tender their shares partially disapplied to this
extent. Preferential acquisition or preferential accep-
tance of small numbers of shares (up to 150 shares
per shareholder), as well as rounding in accordance
with commercial principles, may be provided for and
any shareholder rights to sell their shares partially
disapplied to this extent.
If shareholders are granted tender rights for acquisition
purposes, these are allocated to shareholders in
proportion to their shareholdings using the ratio of the
volume of the shares to be repurchased by the
Company to the outstanding share capital. Fractions of
tender rights do not have to be allocated; any partial
tender rights shall be disapplied in this case.
The Managing Board shall determine the further details
of individual acquisition transactions, in particular
relating to any purchase offer or any invitation to
submit offers to sell. The same applies to the further
details of any tender rights, and in particular with
respect to their term and, where appropriate, their
fungibility.
2. The Managing Board is authorized to use the treasury
shares acquired on the basis of this authorization or
earlier authorizations as follows:
a) The shares can be sold via the stock exchange or,
with the consent of the Supervisory Board, by way
of a public offer to all shareholders in proportion to
the interests they hold. Preemptive rights for
fractions are disapplied in the latter case.
b) The shares can also, with the consent of the
Supervisory Board, be otherwise sold against
payment in cash at a price that is not materially
lower than the quoted market price for the Compa-
ny`s shares of the same class at the time of sale.
The proportionate interest in the share capital
attributable to the number of shares sold under this
21
authorization may not exceed 10% of the share
capital in existence at the time this authorization
comes into effect or, in the event that this amount
is lower, of the Company’s existing share capital on
the date on which this authorization is exercised in
each case. The 10% limit shall include the propor-
tionate interest in the share capital of new shares
issued since the resolution by the General Meeting
on this authorization on the basis of any authoriza-
tions to issue shares from authorized capital while
disapplying preemptive rights in accordance with
section 186(3) sentence 4 of the AktG, as well as
the proportionate interest in the share capital attrib-
utable to bonds with warrants and/or convertible
bonds granting option or conversion rights or
conversion or exchange obligations or a right to
tender shares issued since the resolution by the
General Meeting on this authorization on the basis
of any authorizations in accordance with sections
221(4) and 186(3) sentence 4 of the AktG.
c) The shares can also be offered for purchase to
persons who are or were employed by the
Company or one of its affiliated companies, and to
current or former members of executive or
supervisory bodies of the Company’s affiliated
companies (referred to in each case as a “benefi-
ciary”) or granted or transferred subject to a
holding or lock-up period of not less than two
years, in which case the employment or service
relationship or membership of an executive or
supervisory body must exist in any case at the time
of the offer or grant.
The shares can also be offered, granted, or
transferred to beneficiaries in connection with the
admission of the Company’s shares to trading on
the stock exchange, on the condition that the
shares in question must be held until the end of a
holding or lock-up period of at least six months
following the listing or transfer.
Further details of any grants and transfers,
including any direct consideration, any conditions
for eligibility, and any expiration or settlement rules,
in particular for special cases such as retirement,
disability, or death, shall be determined by the
Managing Board.
22
d) The shares can, with the consent of the Supervi-
sory Board, be offered and transferred against
noncash consideration, in particular as (partial)
consideration for the direct or indirect acquisition of
companies, parts of companies, or equity interests
in companies or other assets, including receivables
from the Company, or of entitlements to acquire
assets, or in the context of business combinations.
e) The shares can be used to service acquisition
obligations or acquisition rights to OSRAM Licht
AG shares arising from or in connection with
convertible bonds or bonds with warrants issued
by the Company or its Group companies.
f) The shares can also be redeemed without such
redemption or its implementation requiring a further
resolution by the General Meeting. Redeeming
shares leads to a reduction in the share capital.
However, the Managing Board may alternatively
determine that the share capital will not be reduced
and, instead, that the proportionate interest in the
share capital of the remaining shares shall be
increased in accordance with section 8(3) of the
AktG. In this case, the Managing Board is autho-
rized to amend the number of shares stated in the
Articles of Association.
3. To the extent that these do not have to be used for
another specific purpose, the Supervisory Board is
authorized to use the shares acquired by the Company
as follows:
They can be used to service acquisition obligations or
acquisition rights relating to the Company’s shares that
were or are agreed with members of the Company’s
Managing Board as part of the arrangements for
Managing Board remuneration. They can also be
granted or transferred to the members of the
Managing Board or future members of the Managing
Board as part of the arrangements for Managing
Board remuneration, for purchase or subject to a
holding or lock-up period, which shall end at the
earliest at the end of the second day following the
publication of the business results in the fourth
calendar year after the year of the grant or transfer
(whichever is earlier).
The shares can also be offered, granted, or transferred
to the beneficiaries in connection with the admission of
23
the Company’s shares to trading on the stock
exchange, on the condition that the shares in question
must be held until the end of a holding or lock-up
period of at least six months.
Further details of any grants and transfers, including
any direct consideration, any conditions for eligibility,
and any expiration or settlement rules, in particular for
special cases such as retirement, disability, or death,
shall be determined by the Supervisory Board in
accordance with the requirements of section 87 of the
AktG.
4. Shareholders’ preemptive rights to treasury shares shall
be disapplied to the extent that these shares are used
in accordance with the authorizations set out in
sections 2.b–e and 3 above.
5. The authorizations to acquire, sell, or otherwise use
treasury shares, or to redeem them, can be exercised
independently of each other on one or more occasions,
in whole or in part.”
Report by the Managing Board on Agenda Item 8 in
accordance with sections 71(1) no. 8 and 186(4)
sentence 2 of the AktG
In accordance with sections 71(1) no. 8 and 186(4) sentence
(2) of the AktG, the Managing Board hereby submits a written
report on the reasons for the authorizations proposed under
Agenda Item 8 to disapply any shareholder tender rights in the
case of the acquisition of treasury shares using equity deriva-
tives and to disapply preemptive rights in the event of the
utilization of repurchased treasury shares. (The authorization to
acquire and use treasury shares has already been granted by
the General Meeting of OSRAM Licht AG on June 14, 2013,
as reproduced in this invitation in the section entitled “Addi-
tional Information”.) The report will be available online under
www.osram-licht.com/agm as of the date on which the
General Meeting is convened. It will also be available for
inspection by shareholders at the General Meeting itself. The
report is hereby published as follows:
Disapplication of any shareholder tender rights in the
case of the acquisition of treasury shares using equity
derivatives
In addition to the authorization to acquire and use treasury
shares granted by the General Meeting of OSRAM Licht AG on
June 14, 2013, the Company is also to be authorized to
acquire treasury shares using certain equity derivatives.
24
The aim is not to increase the total volume of shares that may
be acquired; rather, the resolution offers additional, alternative
ways of acquiring treasury shares. These additional alternatives
give the Company greater scope to structure the acquisition of
treasury shares in a flexible manner. The consent of the
Supervisory Board is required to enter into equity derivative
transactions.
It may be advantageous to the Company to acquire call
options, sell put options, or acquire shares using a combina-
tion of call and put options or a forward purchase contract,
instead of buying shares of the Company directly. These
alternatives are limited from the start to 5% of the share capital
in existence on the date of the resolution by the General
Meeting or, in the event that this amount is lower, of the share
capital in existence at the time in each case when this authori-
zation is exercised. The terms of the individual equity deriva-
tives may not exceed 18 months and they must be selected in
such a way that the acquisition of the shares by exercising
equity derivatives does not take place after February 28, 2018.
This ensures that the Company does not acquire any treasury
shares after the authorization to acquire treasury shares
expires on February 28, 2018, unless a new authorization is
granted.
When agreeing a call option, the Company receives the
right—against payment of an option premium—to buy a prede-
termined number of shares of the Company from the seller of
the option (the option writer) at a defined price (exercise price)
within a certain period or on a certain date. Exercising the call
option makes sense in principle for the Company if the price of
the shares is higher than the exercise price, because it can
then buy the shares from the option writer for less than the
market price. The same applies if an option is exercised in
order to acquire a block of shares that would otherwise only be
able to be acquired at a higher cost.
The use of call options also preserves the Company’s liquidity,
since the exercise price for the shares only has to be paid
when the call option is exercised. In individual cases, these
points may justify the Company’s use of call options in the
planned acquisition of treasury shares. The option premium
must be calculated in line with the market, i.e., it must largely
correspond to the value of the call option, taking into account
the exercise price, the term of the option, and the volatility of
the shares, among other factors. From the Company’s
perspective, the consideration paid to acquire the shares is
increased by the current value of the option when a call option
25
is exercised. If the option is not exercised, the Company could
recover this amount in particular by selling the option; this is a
noncash benefit that consequently increases the purchase
price (as costs) if the option is exercised. It also reflects the
current value of what was originally paid as an option premium
and must therefore be included as part of the purchase price
for the share.
When entering into put options, the Company grants each put
option holder the right to sell shares of the Company to the
Company at a price determined in the put option (exercise
price) within a certain period or on a certain date. As consider-
ation for the obligation to purchase treasury shares in accor-
dance with the put option, the Company receives an option
premium, the terms of which must also be calculated in line
with the market, i.e., they must largely correspond to the value
of the put option, taking into account the exercise price, the
term of the option, and the volatility of the shares, among other
factors. For the option holder, exercising the put option only
makes economic sense if the price of the shares at the time of
exercise is lower than the exercise price, because it can then
sell the shares to the Company at a higher price than could be
obtained in the market; in turn, the Company can hedge
against excessive price risk in the market. The advantage to
the Company of using put options to buy back shares is that it
can already set a certain exercise price when the option
transaction is entered into, whereas the cash outflow does not
happen until the exercise date. From the Company’s perspec-
tive, the consideration paid to acquire the shares is reduced by
the option premium received. If the option holder does not
exercise the option, in particular because the share price is
higher than the exercise price on the exercise date or during
the exercise period, the Company does not acquire any
treasury shares in this way but keeps the option premium
without paying any further consideration.
In the case of a forward purchase contract, the Company
purchases the shares as agreed with the forward purchase
seller on a certain date in the future at the purchase price set
when the forward purchase contract is entered into. It may
make sense for the Company to enter into forward purchase
contracts if it wishes to meet its treasury share requirements
on a certain date at a certain price level.
Where options are used, the consideration to be paid by the
Company for the shares is the relevant exercise price
(excluding in each case transaction costs, but plus the current
value of the option in the case of call options and less the
option premium received in the case of put options). This can
26
be higher or lower than the quoted market price of the Compa-
ny’s shares on the day the option transaction is entered into
and on the day the shares are acquired by exercising the
option.
The purchase price per share payable upon exercise of the put
option or at maturity of the forward purchase contract (in both
cases excluding transaction costs and, in the case of a put
option, less the option premium received when the option was
entered into) may not be more than 10% higher or more than
20% lower than the average quoted market price of the
Company’s shares in the closing auction in the XETRA trading
system (or a comparable successor system) on the Frankfurt
Stock Exchange on the three exchange trading days before
the day the option or forward purchase contract concerned
was entered into. The call option may only be exercised if the
purchase price payable (excluding transaction costs and plus
the value of the option upon exercise) is not more than 10%
higher or more than 20% lower than the average quoted
market price of the Company’s shares in the closing auction in
the XETRA trading system (or a comparable successor system)
on the Frankfurt Stock Exchange on the three exchange
trading days before the day the shares are acquired.
The obligation to only enter into options and other equity
derivatives with one or more credit institution(s) or companies
deemed equivalent to such institutions and to ensure in the
process that the options and other equity derivatives are only
settled using shares that have been acquired in accordance
with the principle of equal treatment prevents a situation in
which shareholders are disadvantaged when treasury shares
are acquired using equity derivatives.
In accordance with the legal provisions set out in section 71(1)
no. 8 of the AktG, the principle of equal treatment is deemed
to have been complied with if the shares are acquired via the
stock exchange at the quoted market price of the Company’s
shares at the time of their acquisition on the stock exchange.
Since the price of the option (option premium) is calculated in
line with the market, shareholders who do not participate in the
option transactions do not suffer any pecuniary disadvantage.
On the other hand, the ability to enter into equity derivatives
enables the Company to take advantage of short-term market
opportunities and enter into appropriate equity derivatives.
Shareholders do not have the right either to enter into such
equity derivatives with the Company or to tender shares. These
rights must be disapplied to enable the use of equity deriva-
tives for repurchasing treasury shares and to obtain the related
benefits for the Company. It would not be possible to imple-
27
ment such equity derivatives transactions with all shareholders.
After weighing up the interests of the shareholders and the
interests of the Company, the Managing Board believes that
the authorization not to grant or to restrict any right of share-
holders to enter into such equity derivatives transactions with
the Company or any right of tender is justified in principle due
to the potential benefits to the Company from using equity
derivatives.
Use of repurchased treasury shares and disapplication
of preemptive rights
The statutory provisions specify that the purchased treasury
shares can be resold by way of a public offer to all share-
holders or via the stock exchange. These means of selling the
purchased treasury shares ensure that the rights of share-
holders to equal treatment when the shares are sold are met.
Shareholders’ preemptive rights are disapplied for fractions if
the treasury shares are sold by way of a public offer to all
shareholders. Preemptive rights for fractions must be disap-
plied to make it technically possible to sell purchased treasury
shares by way of a public offer for sale to all shareholders. The
treasury shares counting as fractions for which shareholders’
preemptive rights have been disapplied will be sold at best for
the Company either on the stock exchange or in another way.
The proposed authorization to disapply preemptive rights when
selling shares against payment in cash at a price that is not
materially lower than the quoted market price of the same
class of shares of the Company at the time of sale makes use
of the simplified option for disapplying preemptive rights
permitted by section 71(1) no. 8 of the AktG in conjunction
with section 186(3) sentence 4 of the AktG. Shareholders are
protected against dilution of their interests by the fact that the
shares can only be sold at a price that is not materially lower
than the relevant quoted market price. The selling price for the
treasury shares will be finalized shortly before their sale. The
Managing Board will keep any discount to the quoted market
price as low as possible given the prevailing market conditions
at the time of placement. The discount to the quoted market
price at the time the authorization is exercised will in no case
exceed 5% of the current quoted market price. This authoriza-
tion is subject to the proviso that the treasury shares sold in
this way may not exceed 10% of the share capital at the time
this authorization comes into effect or, in the event that this
amount is lower, at the time this authorization is exercised. The
limit of 10% of the share capital shall include the proportionate
interest in the share capital attributable to shares issued or to
28
be issued in the period since June 14, 2013, from authorized
capital while disapplying preemptive rights in accordance with
section 186(3) sentence 4 of the AktG. This limit of 10% of the
share capital shall also include the proportionate interest in the
share capital attributable to those shares issued or to be
issued to settle options and/or conversion rights and/or
conversion obligations in the case of debt instruments issued
or to be issued after June 14, 2013, while disapplying preemp-
tive rights by applying section 186(3) sentence 4 of the AktG
with the necessary modifications. Finally, the proportionate
interest in the share capital of shares issued or to be issued in
the period since June 14, 2013, on the basis of the authoriza-
tion dated June 14, 2013, while disapplying preemptive rights
in accordance with sections 71(1) no. 8 sentence 5 half-sen-
tence 2 and 186(3) sentence 4 of the AktG shall be counted
towards the 10% limit under the present authorization. In
addition, the proportionate interest in the share capital of
shares issued on the basis of this authorization while disap-
plying preemptive rights in accordance with sections 71(1) no.
8 sentence 5 half-sentence 2 and 186(3) sentence 4 of the
AktG shall also be counted towards the 10% limit under
section 2, letter b of the authorization dated June 14, 2013.
This inclusion in the limit ensures that purchased treasury
shares are not sold while disapplying shareholders’ preemptive
rights in accordance with section 186(3) sentence 4 of the
AktG if this would lead to shareholders’ preemptive rights
being disapplied for a total of more than 10% of the share
capital as a result of the direct or indirect application of section
186(3) sentence 4 of the AktG. This restriction and the fact that
the issue price must be based on the quoted market price
adequately safeguards shareholders’ interests in the assets
and voting rights. Shareholders can purchase the number of
shares needed to maintain their proportionate interest at largely
similar conditions via the stock exchange. The authorization
also serves the interests of the Company by helping to
increase the Company’s flexibility and creating the opportunity
to expand the shareholder base, including by issuing shares
specifically to partners in cooperative ventures, institutional
investors, or financial investors. The aim is also to enable the
Company to react quickly and flexibly to favorable stock
market conditions.
The Managing Board is also to be authorized to offer treasury
shares for purchase to persons who are or were employed by
the Company or one of its affiliated companies, and to current
or former members of executive or supervisory bodies of the
Company’s affiliated companies (referred to in each case as a
“beneficiary”), i.e., it is to be authorized to issue employee
29
shares. The proposed disapplication of preemptive rights is a
precondition for the issuance of such employee shares.
Treasury shares may already be used to issue employee shares
in accordance with section 71(1) no. 2 of the AktG; this does
not require the authorization of the General Meeting. However,
in that case the shares can only be used to issue them to
employees within one year of their acquisition (section 71(3)
sentence 2 of the AktG). In contrast, the Managing Board is to
be authorized in this case to use treasury shares as employee
shares without any time limit and can also offer, grant, or
transfer these shares to current members of executive or
supervisory bodies of the Company’s affiliated companies. In
particular, the Managing Board can, within the scope of what is
usual and appropriate, offer the shares for purchase at less
than the current quoted market price in order to create an
incentive for their purchase. Issuing shares to beneficiaries
strengthens their identification with the Company and
promotes a sense of shared responsibility. Issuing shares to
beneficiaries is therefore in the interest of the Company and its
shareholders. Using existing treasury shares instead of a
capital increase or a cash payment to beneficiaries may make
economic sense, and the authorization is designed to increase
the Company’s flexibility in this context.
Furthermore, the Supervisory Board is to be authorized to offer
treasury shares to members of the Company’s Managing
Board to service acquisition obligations or acquisition rights
relating to the Company’s shares. Again, using existing
treasury shares instead of a capital increase or a cash payment
to members of the Managing Board may make economic
sense for the Company, and the authorization is designed to
increase the Company’s flexibility in this context. The authori-
zation is also designed to enable the Supervisory Board to
offer, grant, and transfer treasury shares to members of the
Company’s Managing Board as part of the arrangements for
Managing Board remuneration. The aim is to lay the foundation
for granting shares of the Company to members of the
Managing Board as the variable component of their remunera-
tion instead of a cash payment in the future as well, creating an
incentive to ensure long-term, sustainable management of the
Company.
The authorization also provides for the ability to transfer the
shares to both beneficiaries and current and former members
of the Company’s Managing Board to whom share grants were
made in connection with the admission of the Company’s
shares to trading on the stock exchange. Such grants were
made for 198,104 shares in the course of the Company’s
listing in 2013, of which 141,163 are still currently outstanding.
30
The intention is for the Company to continue to be able to offer
treasury shares against noncash consideration, in particular as
(partial) consideration in business combinations or in connec-
tion with the acquisition of companies, parts of companies, or
equity interests in companies. In such transactions, sellers
often prefer to receive shares as consideration, and interna-
tional competition means that this type of financing is also
increasingly required for acquisitions. The authorization being
proposed here gives the Managing Board the necessary
freedom to exploit any opportunities that arise to acquire
companies, parts of companies, or equity interests quickly and
flexibly in both national and international markets. The same
applies to the acquisition of assets such as intellectual property
rights. The proposed disapplication of preemptive rights is in
line with this requirement. When determining relative valua-
tions, the Managing Board will ensure that shareholders’
interests are adequately safeguarded. Generally, when valuing
the shares granted as consideration, the Managing Board will
be guided by the quoted market price of the Company’s
shares. It is not planned to apply any fixed formula in relation to
the quoted market price, in particular to avoid the results of
negotiations being called into question by fluctuations in the
quoted market price.
The proposed authorization to disapply preemptive rights when
using the purchased shares to service acquisition obligations
or acquisition rights relating to OSRAM Licht AG shares arising
from or in connection with convertible bonds or bonds with
warrants issued by the Company or its Group companies
makes it possible in these cases to avoid issuing new shares of
the Company, in particular from contingent capital, and instead
to use previously purchased treasury shares.
Finally, the authorization also provides for the ability to redeem
purchased treasury shares. The aim is to make it possible to
redeem shares either in such a way that the Company’s share
capital is reduced, or without such a reduction in the share
capital, by simply redeeming the shares while simultaneously
increasing the proportionate interest in the share capital
attributable to the remaining shares. Shareholders’ rights are
not affected in either of these cases.
The Managing Board will report on any exercise of the
authorization to acquire treasury shares to the following
General Meeting in each case in accordance with section 71(3)
sentence 1 of the AktG, where applicable in conjunction with
section 160(1) no. 2 of the AktG.
31
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 102,123
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 Thursday, February 19, 2015
at the following address:
OSRAM Licht AG
Hauptversammlung 2015
c/o Computershare Operations Center
80249 Munich
GERMANY
or by fax to: +49 89 30903-74675
or by email to: [email protected]
In addition, the Company offers its shareholders the opportu-
nity 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.
32
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 Compa-
ny’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.
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 deter-
mined 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 regis-
tered at the end of the closing date for the registration period,
since instructions to amend the Company’s share register
received from February 20, 2015, up to and including February
26, 2015, will only be processed and taken into account with
effect from after the General Meeting on February 26, 2015.
The technical record date is therefore 12 midnight (CET) on
February 19, 2015.
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.
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 share-
33
holders 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 share-
holders 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’ associa-
tion 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 authoriza-
tion 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 exer-
cise of voting rights. Accordingly, if you intend to authorize 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, 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 share-
holders’ association, or other persons, institutions, or compa-
nies 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
34
instructions to the Company-appointed proxies issued by no
later than 12 midnight (CET) on Wednesday, February 25,
2015 (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.
osram-licht.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
Wednesday, February 25, 2015, 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 25, 2015, via the shareholder portal. After the end of
February 25, 2015, 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.
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 accord-
ingly 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 Compa-
ny-appointed proxy.
Further information on the proxy voting procedure is provided
on the registration form mailed to shareholders with the letter
of invitation.
35
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 Monday, January 26, 2015.
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 publica-
tion 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 share-
holders in accordance with section 125(1) sentence 3 of the
AktG.
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 counter-
motions to proposals by the Managing Board and/or Supervi-
sory 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 informa-
tion, 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
36
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
Wednesday, February 11, 2015. 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 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 2015
c/o Computershare Operations Center
Prannerstr. 8
80333 Munich
GERMANY
Fax: +49 (0)89 / 6213-3629
or e-mailed to: [email protected]
37
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 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.
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 acces-
sible on our website, www.osram-licht.com/agm, which
additionally contains the information required by section 124a
of the AktG.
38
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 2015
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 authorita-
tive and final.
39
OSRAM Licht AG
Marcel-Breuer-Straße 680807 MunichGermanyPhone +49 89 6213-0Fax +49 89 6213-2020
www.osram-licht.com