Invitation

Transcription

1 Invitation to the Annual General Meeting of OSRAM Licht AG, on February 27, 2014

2 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, Munich, Germany, on Thursday, February 27, 2014, starting at 10:00 a.m. 3

3 Agenda 1. Presentation of the adopted annual financial statements, the approved consolidated financial statements, and the combined management report for OSRAM Licht AG and the Group for fiscal year 2012/2013, 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 per September 30, 2013, plus the report of the Supervisory Board, the corporate governance report, and the remuneration report for fiscal year 2012/2013. The above-mentioned documents are available on our website at and may be inspected in our business premises at the registered office of OSRAM Licht AG, Marcel- Breuer-Str. 6, 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 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 expired fiscal year 2012/2013 of 10,438, be appropriated as follows: Carried forward to new account: 10,438, Net retained profits: 10,438, Resolution on the approval of the actions of the members of the Managing Board for fiscal year 2012/2013 The Supervisory Board and the Managing Board propose that the actions of the members of the Managing Board in office in fiscal year 2012/2013 be approved for this period. 4. Resolution on the approval of the actions of the members of the Supervisory Board for fiscal year 2012/2013 The Supervisory Board and the Managing Board propose that the actions of the members of the Supervisory Board in office in fiscal year 2012/2013 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 statements Based on the recommendation of the Audit Committee, the Supervisory Board proposes that Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, be appointed 4 5

4 a) as the auditor of the annual financial statements and consolidated financial statements for fiscal year 2013/2014 and b) as the auditor to review the interim financial statements and the interim financial report (sections 37w, 37y of the Wertpapierhandelsgesetz (WpHG German Securities Trading Act)) for the first half of fiscal year 2013/ Resolution on the election of new members of the Supervisory Board The term of office of all shareholder representatives on the Supervisory Board elected by the extraordinary general meeting on June 14, 2013, expires at the end of the annual general meeting on February 27, 2014, necessitating the election of new members. 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 Act on the Co-determination of Employees) 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). following proposals are based on the recommendation of the Nomination Committee of the Supervisory Board and take account of the objectives resolved by the Supervisory Board on September 30, 2013, with regard to its composition. The goal is to have identical terms of office for the shareholder representatives and the employee representatives on the Supervisory Board. The employee representatives on the Supervisory Board were appointed by the Munich Local Court on August 30, 2013; their term of office expires at the end of the 2018 annual general meeting. The new term of office of the shareholder representatives on the Supervisory Board should run until the same date. The Supervisory Board therefore proposes that the shareholder representatives on the Supervisory Board now required to be appointed are appointed until the end of the general meeting that resolves on the approval of the actions of the Supervisory Board for fiscal year 2016/2017. The Supervisory Board proposes that the persons named below under 1) through 6) be elected as shareholder representatives on the Supervisory Board with effect from the end of the general meeting. The shareholder representatives are elected for a term expiring at the end of the general meeting resolving on the approval of the actions of the Supervisory Board members for the third fiscal year after the start of their term of office. The fiscal year in which the term of office begins is not included. The general meeting is not bound to follow the proposals made for the election of shareholder representatives on the Supervisory Board. The 6 7

5 (1) Peter Bauer, Munich, Independent management consultant, (2) Dr. Christine Bortenlänger, Pullach, Chief Executive of Deutsches Aktieninstitut e.v., (3) Dr. Roland Busch, Erlangen, Member of the Managing Board of Siemens Aktiengesellschaft, (4) Dr. Joachim Faber, Grünwald, Chairman of the Supervisory Board of Deutsche Börse AG, (5) Prof. Lothar Frey, Erlangen, Professor at the University of Erlangen-Nuremberg and head of the Fraunhofer Institute IISB, (6) Frank (Franciscus) H. Lakerveld, Düsseldorf, Member of the Supervisory Board of Sonepar S.A. It is intended that the general meeting will hold separate ballots for each new member of the Supervisory Board to be elected. The following point should be noted in accordance with item sentence 3 of the German Corporate Governance Code: In the event of his election to the Supervisory Board, Peter Bauer is to be nominated as chairman of the Supervisory Board. 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 rights and obligations. The resolution on this agenda item relates to the remuneration system currently in place at OSRAM Licht AG, which will also be the basis for fixing the level of Management Board compensation in fiscal year 2013/2014. This is outlined in the remuneration report that is reproduced as part of the 2012/2013 management report in the 2012/2013 Annual Report. This can be downloaded from the website and inspected at the business premises of OSRAM Licht AG, Marcel- Breuer-Str. 6, 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. Amendment of the provision in the Articles of Association giving Supervisory Board compensation The Supervisory Board and Managing Board propose that the Supervisory Board compensation stipulated in the Articles of Association of OSRAM Licht AG be adjusted with effect from April 1, For more information on the nominees for the As there are plans to significantly reduce the shareholder representatives on the Supervisory compensation of members of the Supervisory Board, please see the information relating to Board of OSRAM GmbH at the same time, also Agenda Item 6 in the section entitled Additional 8 Information on the Agenda Items below. 9

6 with effect from April 1, 2014, the total Supervisory Board compensation to be paid by OSRAM Licht AG and OSRAM GmbH will remain stable. For the members of the Supervisory Board of OSRAM Licht AG, all of whom are simultaneously members of the Supervisory Board of OSRAM GmbH, this therefore essentially involves a shift in the compensation to the level of OSRAM Licht AG, with total compensation remaining stable and the compensation for the committees being adjusted. The proposed amendments are designed to take account of the changes in the work of the members of the Supervisory Boards of OSRAM Licht AG and OSRAM GmbH. Following the spin-off of the OSRAM Group from Siemens AG and the listing of the OSRAM shares, the work of the Supervisory Board of OSRAM Licht AG has become significantly more important and more time-consuming. This Supervisory Board has also adjusted its committee structures and, among other things, has established a new Strategy and Technology Committee and has dissolved the Compliance Committee, assigning its functions to the Audit Committee. In contrast, the Supervisory Board of OSRAM GmbH, which was the parent of the OSRAM Group until the spin-off became effective, now no longer performs any Group-wide tasks for the OSRAM Group since it is a governing body of a subsidiary of OSRAM Licht AG. Consequently, the former working structures and remuneration rules for the Supervisory Board of OSRAM Licht AG need to be adjusted. The Supervisory Board and Managing Board propose that the following resolution be adopted: Article 12 of OSRAM Licht AG s Articles of Association shall be amended to read as follows: 12 Compensation (1) The members of the Supervisory Board shall receive a basic compensation of 65,000 for the fiscal year of the Company concerned; the chairman of the Supervisory Board shall receive a basic compensation of 120,000 for the fiscal year of the Company concerned, and each vice-chairman shall receive 100,000. (2) In addition, the following compensation is paid in each case for services on the following committees of the Supervisory Board: (a) 50,000 to the chairman of the Audit Committee; 15,000 to every other member of the Audit Committee; (b) 20,000 to the chairman of the Executive Committee; 10,000 to every other member of the Executive Committee; (c) 15,000 to the chairman of the Strategy and Technology Committee; 10,000 to every other member of the Strategy and Technology Committee. (3) The aggregate additional compensation for activities in Supervisory Board committees in accordance with subsection 2 above is capped at 50,000 for the chairman of the Audit Committee, 22,500 for the chairman of any other remunerated committee, and 15,000 for all other members of the Supervisory Board. The highest limit applicable to the individual Supervisory Board member concerned is applied in each case

7 (4) Members of the Supervisory Board who have not belonged to the Supervisory Board or a committee or not had the chair of the Supervisory Board or a committee during a full fiscal year will receive compensation proportionately, with periods being rounded up to full months. If a member of the Supervisory Board does not attend a meeting of the Supervisory Board, one-third of the total compensation to which the member is entitled under subsections 1 through 3 is reduced on a percentage basis in line with the ratio of meetings of the Supervisory Board that took place in the fiscal year to the meetings of the Supervisory Board which the member of the Supervisory Board did not attend. the Company shall reimburse each member of the Supervisory Board their out-of-pocket expenses as well as the value added tax charged on the member s total compensation and expenses. (8) The provisions of subsections 1 through 7 above are applicable to the period as from April 1, (5) The compensation is payable after the end of the general meeting at which the annual financial statements for the previous fiscal year are submitted or which resolves on the approval thereof. (6) In addition, the members of the Supervisory Board shall receive an attendance fee of 500 for each meeting of the Supervisory Board and its committees which they attend. (7) The members of the Supervisory Board shall be included in a directors and officers liability insurance taken out by the Company in its interests in an appropriate amount for board members and certain employees of the OSRAM Group, to the extent that such a policy exists. The Company shall pay the premiums for the insurance. Furthermore, 12 13

8 Additional Information on the Agenda Items Information about the Supervisory Board candidates proposed for election in Agenda Item 6: 1) Peter Bauer, Munich Independent management consultant Personal data: Date of birth: June 22, 1960 Place of birth: Munich Education: Degree in electrical engineering from Munich University Professional career: : Siemens Aktiengesellschaft, Berlin and Munich Development engineer in the Electronic Semiconductors department : Siemens Aktiengesellschaft, Berlin and Munich Head of the Chipcard and ID System ICs unit : Siemens Aktiengesellschaft, Berlin and Munich Vice President and General Manager of Siemens Semiconductor Microcontroller ICs; Head of the Microcomputer IC segment : Siemens Microelectronics, Inc., Cupertino, USA President and CEO : Infineon Technologies AG, Neubiberg Member of the Management Board : Infineon Technologies AG, Neubiberg Management Board Spokesman Membership in other domestic supervisory boards whose establishment is required by law: Kontron AG, Eching OSRAM GmbH, Munich 2) Dr. Christine Bortenlänger, Pullach Chief Executive of Deutsches Aktieninstitut e.v. Personal data: Date of birth: November 17, 1966 Place of birth: Munich Education: Bank apprenticeship Business administration degree and doctorate from Munich University Professional career: : Bayerische Landesbank, Munich Project manager, Electronic Business Networking/Electronic Commerce 14 15

9 : Dr. Seebauer & Partner business consultants, Munich Senior consultant and project manager for strategic and organizational projects in the financial services sector : Munich Stock Exchange, Munich Deputy Managing Director, responsible for marketing and public relations : Munich Stock Exchange, Munich Managing Director : Bayerische Börse Aktiengesellschaft, Munich Member of the Executive Board responsible for marketing and sales, press and public relations, business development, organization, and IT Since 2012: Deutsches Aktieninstitut e.v., Frankfurt/Main Chief Executive Membership in other domestic supervisory boards whose establishment is required by law: ERGO Versicherungsgruppe Aktiengesellschaft, Düsseldorf SGL Carbon SE, Wiesbaden TÜV Süd Aktiengesellschaft, Munich Senate of the Fraunhofer Society OSRAM GmbH, Munich 3) Dr. Roland Busch, Erlangen, Member of the Managing Board of Siemens Aktiengesellschaft Personal data: Date of birth: November 22, 1964 Place of birth: Erlangen Education: Studied physics at Friedrich Alexander University in Erlangen-Nuremberg and the University of Grenoble, France Doctorate from Friedrich Alexander University in Erlangen-Nuremberg, Dipl.-Phys., Dr. rer. nat. Professional career: 1994: Siemens Aktiengesellschaft, Corporate Research and Development Department, Erlangen Project Manager : Automotive Systems Sector, Regensburg, Strategic Planning Expert in fuel cell technology; from 1997: also Assistant to the Sector Executive Management : Process and Information Management Head of Central Quality and Internal Consulting : Integration of VDO with Siemens VDO Automotive AG Head of Strategy and Consulting 16 17

10 : Head of the Infotainment Solutions Division : Siemens VDO Automotive Asia Pacific Co. Ltd., Shanghai, China President and CEO : Transportation Systems Sector, Erlangen Head of Mass Transit Division : Corporate Development Department, Munich Head of Corporate Strategies : Member of the Managing Board of Siemens Aktiengesellschaft Membership in other domestic supervisory boards whose establishment is required by law: OSRAM GmbH, Munich Membership in comparable domestic or foreign controlling bodies of business enterprises: Atos S.A., France Siemens Ltd., China (Chairman) Siemens Ltd., India Siemens Middle East Limited, United Arab Emirates Siemens Schweiz AG, Switzerland (Chairman) Personal or business relationships with OSRAM Licht AG or its Group companies, the governing bodies of OSRAM Licht AG or a major shareholder of OSRAM Licht AG: Member of the Managing Board of Siemens Aktiengesellschaft, Berlin and Munich 4) Dr. Joachim Faber, Grünwald Chairman of the Supervisory Board of Deutsche Börse AG Personal data: Date of birth: May 10, 1950 Place of birth: Giessen Education: Law degree from Bonn University Doctorate from the University of Administrative Sciences in Speyer, Dr. rer. publ. Professional career: : Citibank AG, Frankfurt/Main : Citibank International PLC, London Head of Capital Markets Business Europe, North America, and Japan : Allianz Versicherung AG, Munich Member of the Managing Board : Allianz SE, Munich Member of the Managing Board 18 19

11 Membership in other domestic supervisory boards whose establishment is required by lawof German companies: Deutsche Börse Aktiengesellschaft, Frankfurt/Main (Chairman) OSRAM GmbH, Munich Membership in comparable domestic or foreign controlling bodies of business enterprises: Shareholders Committee of Joh. A. Benckiser s.à.r.l., Luxembourg (Chairman) Coty Inc., New York HSBC Holding plc Board of Directors of Allianz France, SA, France Board of Allianz Investment Management 5) Prof. Dr. Lothar Frey, Erlangen Professor at the University of Erlangen-Nuremberg and head of the Fraunhofer Institute IISB Personal data: Date of birth: June 7, 1958 Place of birth: Würzburg Education: Physics degree Doctorate from the University of Würzburg, Dr. rer. nat. Post-doctoral studies (Habilitation) at the University of Erlangen-Nuremberg Professional career: : Fraunhofer Integrated Circuits Workgroup Head of Analytics and Instrumentation, Erlangen : University of Erlangen-Nuremberg, Erlangen Head of the Cleanroom Laboratory : Fraunhofer Institute, Erlangen Head of the Semiconductor Technology Department : Infineon AG, Dresden Work on the predevelopment of new materials for transistors : Technical University Mining Academy, Freiberg Professor Since 2008: University of Erlangen-Nuremberg, Erlangen Professor (holder of the Chair of Electronic Devices) and Head of the Fraunhofer Institute IISB 20 21

12 Membership in other domestic supervisory boards whose establishment is required by law: OSRAM GmbH, Munich 6) Frank (Franciscus) H. Lakerveld, Düsseldorf Member of the Supervisory Board of Sonepar S.A. Personal data: Date of birth: December 5, 1947 Place of birth: Gouda, Netherlands Education: Various masters courses in economics, including at the Rotterdam and Utrecht business schools Professional career: : I.D.N. GmbH, Ouderkerk a/d Yssel, Netherlands Managing Director : Monster GmbH, Gorinchem, Netherlands Managing Director : Snikkers GmbH, Strijen, Netherlands Managing Director : Otra Niederlande, Amstelveen, Netherlands Managing Board member : Sonepar Deutschland GmbH, Düsseldorf Chairman of the Managing Board : Sonepar S.A., Paris, France Member of the Management Board and Chief Operating Officer Membership in other domestic supervisory boards whose establishment is required by law: OSRAM GmbH, Munich Membership in comparable domestic or foreign controlling bodies of business enterprises: Aliaxis S.A., Brussels, Belgium Technische Unie, Amstelveen, Netherlands Supervisory Board Sonepar S.A., Paris, France Total number of shares and voting rights At the time of giving notice of 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. At the time of giving notice of the general meeting, each of the total figures above include 187,576 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 22 23

13 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 12:00 p.m. (CET) on Thursday, February 20, 2014 at the following address: OSRAM Licht AG Hauptversammlung 2014 c/o Computershare Operations Center Munich GERMANY or by fax to: or by to: In addition, the Company offers its shareholders the opportunity to register online through the shareholder portal, which is accessible at The access data required for this portal will be mailed to shareholders together with the invitation. Further information on the registration procedure is provided on the registration form (which may also be used to appoint a proxy and issue instructions to the proxies designated by the Company) mailed to shareholders with the letter of invitation, as well as online in the shareholder portal. Credit institutions, shareholders associations and persons, institutions, or companies given an equal status under section 135(8) or section 135(10) in conjunction with section 125(5) of the AktG may exercise voting rights for shares not owned by them, but which are recorded under their name in the Company s share register, only on the basis of an authorization by the shareholder concerned. Blocks of admission tickets and voting cards will be issued to the shareholders entitled to attend or their proxies. Free disposability of shares and technical record date A shareholder s registration to attend the general meeting will not result in his or her shares being blocked, i.e., even after registering, shareholders can still dispose of their shares without any restriction. The right to attend and vote is determined on the basis of the number of shares entered in the Company s share register on the date of the general meeting. This number will correspond to the number of shares registered at the end of the closing date for the registration period, since instructions to amend the Company s share register received from February 21, 2014, up to and including February 27, 2014, will only be processed and taken into account with effect from after the general meeting on February 27, The technical record date is therefore 12:00 p.m. (CET) on February 20, 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

14 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 accessible at 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 The access data required for this portal will be mailed to shareholders with the invitation. There are other ways of appointing proxies, but these must likewise satisfy the text form requirement (section 126b of the BGB) if neither a credit institution nor a shareholders association nor other persons, institutions, or companies granted equal status under section 135(8) or section 135(10) in conjunction with section 125(5) of the AktG are appointed. We offer our shareholders the opportunity to also send declarations of the appointment of proxies, proof of authorization to be submitted to the Company, and any revocations of proxies by mail, , or fax to the address, address, or fax number provided under Registration for the general meeting above. However, proof of proxy can also be furnished by the proxy at the entry control point on the day of the general meeting. If a credit institution, a shareholders association or other persons, institutions, or companies granted equal status under section 135(8) or section 135(10) in conjunction with section 125(5) of the AktG have been appointed as a proxy, there is no text form requirement. In accordance with the relevant legal provisions, in these cases the authorization must be granted to a specific proxy and must be documented by the proxy in a verifiable form. Furthermore, the proxy declaration must be complete and may contain only statements relating to the exercise of voting rights. Accordingly, if you intend to authorize a credit institution, a shareholders association, or other persons, institutions, or companies granted equal status under section 135(8) or section 135(10) in conjunction with section 125(5) of the AktG, please agree on the form of proxy with those institutions, persons, or companies. However, in accordance with section 135(7) of the AktG, a violation of these and certain other requirements set out in section 135 of the AktG relating to the appointment as a proxy of a credit institution, a shareholders association, or other persons, institutions, or companies granted equal status under section 135(8) or section 135(10) in conjunction with section 125(5) of the AktG shall not affect the validity of their voting. As a service for its shareholders, the Company has additionally appointed the OSRAM employees Carola Endres and Jochen Berner as proxies, whom you may also authorize to cast votes. The proxies appointed by the Company will exercise their voting rights solely in accordance with the instructions issued by the shareholders. Proxy instruments must be granted and instructions to the Company-appointed proxies issued by no later than 12:00 p.m. (CET) on Wednesday, February 26, 2014 (time of receipt) by mail, , or fax to the address, address, or fax number mentioned under Registration for the general meeting above. Please use the form enclosed with the registration documents and made accessible at in this regard. Alternatively, you can send the proxy instrument and instructions to the Company-appointed proxies, also by no later than 26 27

15 12:00 p.m. (CET) on Wednesday, February 26, 2014, via the shareholder portal, which is accessible at Instructions given may also be changed up to 12:00 p.m. (CET) on February 26, 2014, via the shareholder portal. After the end of February 26, 2014, 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 accordingly to each separate ballot item. The Company-appointed proxies may not accept instructions on procedural motions or other motions or proposals for election not announced in advance; they will also not accept instructions to speak, to file objections to resolutions by the general meeting, to ask questions, or to put forward motions. Personal attendance by a shareholder or an authorized third party at the general meeting will automatically be considered as revoking the proxy instrument and instructions previously given to the Company-appointed proxy. Further information on the proxy voting procedure is provided on the registration form mailed to shareholders with the letter of invitation. 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 12:00 p.m. (CET) on Monday, January 27, Please use the following address to submit your requests: Managing Board of OSRAM Licht AG Marcel-Breuer-Str Munich, Germany. Unless already made public at the time of the notice of general meeting, additions to the agenda requiring publication will be published immediately on receipt in the Bundesanzeiger (Federal Gazette) and submitted for publication to those media as may be expected to disseminate the information throughout the European Union as a whole. In addition, such requests will be published on the Internet at and communicated to the shareholders in accordance with section 125(1) sentence 3 of the AktG

16 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 12:00 p.m. (CET) on Wednesday, February 12, 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 5,000 characters in the aggregate. 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, 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 accordingly. The right of every shareholder to put forward countermotions or make proposals for election on 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 2014 c/o Computershare Operations Center Prannerstraße Munich GERMANY Fax: +49 (0)89 / or ed to: Countermotion@osram.com Motions and proposals for election by shareholders to be made available (including the shareholder s name and in the case of motions the reasons for them) will be made available on the Company s website on receipt at Any statements by the management will also be made available at the web address mentioned above

17 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. Website on which the notice of the general meeting and the information in accordance with section 124a of the AktG are available The notice concerning the general meeting, together with the information and explanations required by law, is also accessible on our website, 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. 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 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 Munich, January 2014 OSRAM Licht AG The Managing Board This version of the Notice of Annual Shareholders Meeting, prepared for the convenience of English-speaking readers, is a translation of the German original. For purposes of interpretation the German text shall be authoritative and final

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19 OSRAM Licht AG Marcel-Breuer-Straße Munich Germany Phone Fax