Invitation and Agenda Annual General Meeting 2016

Invitation and Agenda Annual General Meeting 2016 The Quality Connection

ISIN DE 000 540888 4 Securities Identification Number 540 888 Invitation to the Annual General Meeting of LEONI AG, Nuremberg Wednesday 4 May 2016, 10:00 hours NürnbergMesse GmbH, Frankenhalle Trade Fair Centre, 90471 Nuremberg (Messezentrum) Translation of the binding German original.

5 Content Agenda 6 1. Presentation of the adopted annual financial statements and the approved consolidated financial statements as at 31 December 2015, the management reports for LEONI AG and the Group, both accompanied by the explanatory report on the disclosures pursuant to Articles 289 (4) and 315 (4) of the German Commercial Code (HGB), and of the Supervisory Board s report for fiscal year 2015 6 2. Resolution on the appropriation of the distributable profit 7 3. Resolution on the discharge of the Management Board members for fiscal year 2015 7 4. Resolution on the discharge of the Supervisory Board members for fiscal year 2015 8 5. Appointment of the auditor of the annual financial statements, the group auditor and the auditor for the review of the interim financial statements for fiscal year 2016 and for the first quarter of fiscal year 2017 8 6. Election to the Supervisory Board 9 Announcements and information for shareholders 12 Conditions for Participation in the Annual General Meeting and the Exercise of Voting Rights 12 Information on the rights of shareholders pursuant to Articles 122 (2), 126 (1), 127 and 131 (1) of the German Stock Corporation Act (AktG) 18 Information pursuant to Article 124a of the German Stock Corporation Act (AktG) 20 Broadcast of the CEO s speech 20 Total number of shares and voting rights 20 Directions 21

6 Agenda 1. Presentation of the adopted annual financial statements and the approved consolidated financial statements as at 31 December 2015, the management reports for LEONI AG and the Group, both accompanied by the explanatory report on the disclosures pursuant to Articles 289 (4) and 315 (4) of the German Commercial Code (HGB), and of the Supervisory Board s report for fiscal year 2015 The above-mentioned documents will be available on the Company s website at www.leoni.com/en/agm2016. Furthermore, these documents will be available at the Annual General Meeting and then explained in detail. Regarding item 1 on the agenda, no resolution of the Annual General Meeting is planned. The Supervisory Board has already approved the annual financial statements and consolidated financial statements prepared by the Management Board pursuant to Article 172 of the German Stock Corporation Act (AktG); the annual financial statements have thereby been adopted. According to the statutory provisions, there is therefore no need for the Annual General Meeting to approve them.

7 2. Resolution on the appropriation of the distributable profit The Supervisory Board and the Management Board propose the following resolution: Payment of a dividend of EUR 1.00 per dividendbearing no par value share on the distributable profit of LEONI AG of EUR 34,583,315.78 for fiscal year 2015 totalling EUR 32,669,000.00. The remaining amount of EUR 1,914,315.78 shall be carried forward. The profit appropriation proposal is based on the assumption that all of the Company s shares are entitled to a dividend. If the number of shares entitled to a dividend for fiscal year 2015 changes by the time of the Annual General Meeting, a correspondingly adjusted proposal for the appropriation of profit will be submitted to the Annual General Meeting that provides for an unchanged payout of EUR 1.00 per dividendbearing, no par value share with retained earnings adjusted accordingly. 3. Resolution on the discharge of the Management Board members for fiscal year 2015 The Supervisory Board and the Management Board propose to grant discharge to the members of the Management Board in office in fiscal year 2015 for this period.

8 4. Resolution on the discharge of the Supervisory Board members for fiscal year 2015 The Supervisory Board and the Management Board propose to grant discharge to the members of the Supervisory Board in office in fiscal year 2015 for this period. 5. Appointment of the auditor of the annual financial statements, the group auditor and the auditor for the review of the interim financial statements for fiscal year 2016 and for the first quarter of fiscal year 2017 a) The Supervisory Board proposes to appoint Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, as auditor for the annual financial statements, as group auditor, and as auditor for the review of interim financial reports, when and to the extent that these are subjected to a review, for fiscal year 2016. b) Furthermore, the Supervisory Board proposes to appoint Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, as auditor for the review of the interim financial report for the first quarter of 2017, when and to the extent that it is subjected to a review. The above-mentioned proposals by the Supervisory Board are based on the recommendation made by its Audit Committee.

9 6. Election to the Supervisory Board Following the death of Dr Bernd Rödl on 9 November 2015, Prof. Dr Christian Rödl was appointed by the court as a member of the Supervisory Board on 22 December 2015. His appointment terminates at the end of the next Annual General Meeting. If a Supervisory Board member is elected in place of a departing member, his or her office shall continue, in accordance with Article 7 (3) of the Company s Articles of Association, for the remainder of the period of office of the departing member, unless the Annual General Meeting determines a different period of office for shareholder representatives. The ordinary tenure of office of all members of the Company s Supervisory Board ends with the Annual General Meeting that approves the discharge of the Supervisory Board members for fiscal year 2016. In accordance with Article 96 (1), Article 101 (1) of the German Stock Corporation Act (AktG) in conjunction with Article 1 (1), Article 5 (1), Article 7 (1) sentence 1 number 1 of the German Co-determination Act (MitbestG) and Article 7 (1) of the Articles of Association, the Supervisory Board consists of six members to be elected by the Annual General Meeting (shareholder representatives) and six members to be elected by the employees (employee representatives) in accordance with the provisions of the German Co-determination Act.

10 The Supervisory Board shall, in accordance with Article 96 (2) of the German Stock Corporation Act (AktG) in conjunction with Article 1 (1) and Article 5 (1) of the German Co-determination Act (MitbestG), be comprised of at least 30 % women and at least 30 % men. Both the shareholder and the employee representatives have, based on a majority decision, dissented vis-à-vis the Chairman of the Supervisory Board, from overall fulfilment of the minimum proportion, meaning that the shareholder side and the employee side must separately fulfil this minimum proportion for this election. The shareholder and the employee sides must therefore each have at least two women and at least two men as members in order to fulfil the minimum proportion rule in accordance with Article 96 (2), sentence 1 of the German Stock Corporation Act (AktG). As the shareholder side currently already has two women as members alongside Prof. Dr Rödl and three other men, there is no need in terms of the required gender ratio for this upcoming by-election of a Supervisory Board member of the shareholder side. The Supervisory Board proposes the election based on the corresponding recommendation of its Nomination Committee and in consideration of the targets set by the Supervisory Board for its composition of Prof. Dr Christian Rödl, Nuremberg, lawyer, tax consultant and managing partner of Rödl & Partner, Nuremberg to the Supervisory Board as a shareholder representative effective from the end of the Annual General Meeting. In accordance with Article 7 (3) of the Articles of Association the appointment shall be for the remainder of the period of

11 office of the departed Dr Bernd Rödl, i.e. for a period in office until the end of the Annual General Meeting that approves discharge for fiscal year 2016. Prof. Dr Rödl is a member of the following statutory supervisory boards: Bayern LB Holding AG (not market-listed, ordinary member) Bayerische Landesbank AöR (not market-listed, ordinary member, 100 percent of the share capital is held by Bayern LB Holding AG) Herrenknecht AG (not market-listed, ordinary member) He is furthermore a member of the following comparable German or foreign controlling bodies of commercial enterprises: Brose Fahrzeugteile GmbH & Co. KG (not market-listed, ordinary advisory board member) UVEX Winter Holding GmbH & Co. KG (not market-listed, ordinary advisory board member) The curriculum vitae of Prof. Dr Rödl is available on the Company s website at www.leoni.com/en/agm2016/. Pursuant to Section 5.4.1 (5 7) of the German Corporate Governance Code attention is drawn to the following: In the Supervisory Board s assessment, there are no personal or business relationships between Prof. Dr Rödl on the one hand and the companies of the LEONI Group, the corporate bodies of LEONI AG or any shareholder with a direct or indirect stake of more than 10% of the shares with voting rights in LEONI AG on the other hand that might be material to the election choice to be made by a shareholder judging objectively.

12 Announcements and information for shareholders Conditions for Participation in the Annual General Meeting and the Exercise of Voting Rights Registration Pursuant to Article 14 of the Articles of Association, those shareholders of our Company that are recorded in the share register and have registered by Wednesday, 27 April 2016, 24:00 hours (CEST) at the latest are entitled to participate in the Annual General Meeting and to exercise their voting right. For the exercise of participation and voting rights vis-à-vis the Company, the shareholding entered in the share register on the day of the Annual General Meeting is decisive. The register will correspond to the status at the end of the last day of the registration period because instructions to change the share register that are received in the period from 28 April 2016 up to and including 4 May 2016 can only be incorporated and considered after the Annual General Meeting on 4 May 2016 (known as registration stop ). The technical record date is therefore Wednesday, 27 April 2016 at 24:00 hours (CEST). Registration to the Annual General Meeting does not bar or block shares. Shareholders therefore continue to have their shares fully at their disposal even after they have registered for the Annual General Meeting, regardless of the registration stop.

13 Shareholders can register to participate in text form (Article 126b of the German Civil Code (BGB)) in German or English as follows: at the following postal address LEONI AG, Aktionärsservice, Postfach 1460, 61365 Friedrichsdorf or via fax number +49 (0)69-2222-34290 or at the following e-mail address leoni.hv@rsgmbh.com or electronically, via the internet (from 8 April 2016) at www.leoni.com/en/agm2016/ Shareholders of LEONI AG will again have the opportunity at this year s Annual General Meeting to register themselves or their appointed representative electronically via the internet. This internet service can also be used to grant authorisation and instructions to the proxies nominated by the Company and will be available from 8 April 2016 at www.leoni.com/en/agm2016/. The shareholder number required for access to the personal internet service and the individual access number are found on the back of the personalised cover letter that is sent out to the shareholders. Further information on the registration procedure can be found in the registration and authorisation form sent out to the shareholders and on the above-mentioned website. The Company will send the invitation to the Annual General Meeting including

14 the agenda as well as documentation for registration and issuing power of proxy to those shareholders who request this or who were entered in the Company s share register at the beginning of 20 April 2016. Credit institutions, shareholders associations, persons, financial service providers and companies of equal standing in accordance with Articles 135 (8) and / or (10) of the German Stock Corporation Act (AktG) in conjunction with Article 125 (5) of the German Stock Corporation Act (AktG) may, pursuant to Article 135 (6) of the German Corporation Act (AktG), only exercise the voting right for shares that do not belong to them but for which they are registered as holders in the share register by virtue of authorisation issued by the shareholder. Procedure for voting by a proxy Shareholders who are entered in the share register can also have their voting right exercised by a proxy during the Annual General Meeting, e.g. a credit institution, a shareholders association or any other third party. In this case, too, timely registration is necessary in accordance with the conditions set out in the above Registration section. Unless a credit institution, a shareholders association or a person, financial service provider or company of equal standing in accordance with Articles 135 (8) and/or (10) of the German Stock Corporation Act (AktG) in conjunction with Article 125 (5) of the German Stock Corporation Act (AktG) are authorised, the granting of the power of proxy, its revocation as well as the proof of authorisation to the Company must be submitted in text form (Article 126b of the German Civil Code (BGB)).

15 The declaration for issuing power of proxy may be made to either the authorised person or the Company. Proof of the appointment of a proxy vis-à-vis the Company and any revocation of the authorisation can be transmitted to the Company via one of the access channels listed in the Registration section using the contact data listed there. The proof may also be provided by presenting the power of proxy on the day of the Annual General Meeting at the entry checkpoints to the Annual General Meeting. The aforementioned access points are also available if the power of proxy is to be granted by declaration vis-à-vis the Company or if a granted power of proxy is to be revoked vis-à-vis the Company. A form that can be used for the granting and proof of a power of proxy is found on the back of the admission ticket that is sent out to shareholders following the submission of their registration for the Annual General Meeting in due form and within the specified period. The power of proxy may also be granted in any other correct form. The text form requirement does not apply in the event of having authorised credit institutions or shareholders associations or other persons, financial service providers or companies of equal standing in accordance with Article 135 (8) and/or (10) of the German Stock Corporation Act (AktG) in conjunction with Article 125 (5) of the German Stock Corporation Act (AktG). According to law, the authorisation must in such cases be granted to a particular proxy and must be verifiably kept by that proxy. The power of proxy must furthermore be complete and may contain only declarations related to the exercise of the vote. Therefore, if you wish to grant power of proxy to a credit institution, a shareholders association or any other person, a financial service provider or a company of equal standing in accordance with Article 135 (8) or Article 135 (10) in conjunction

16 with Article 125 (5) of the German Stock Corporation Act (AktG), please agree the form of the authorisation with that party. A breach of these and certain other requirements stipulated in Article 135 of the German Stock Corporation Act (AktG) for authorising credit institutions, shareholders associations or other persons, financial service providers or companies of equal standing in accordance with Article 135 (8) or (10) of the German Stock Corporation Act (AktG) in conjunction with Article 125 (5) of the German Stock Corporation Act (AktG) does however not, according to Article 135 (7) of the German Stock Corporation Act (AktG), compromise the validity of the vote. If the shareholder authorises more than one person as proxy the Company is entitled to reject one or several of these persons. LEONI AG is once again offering its shareholders the option to authorise proxies appointed by the Company to represent them in the Annual General Meeting in accordance with their instructions. In this case, too, timely registration is necessary in accordance with the conditions set out in the above Registration section. The particular features mentioned below furthermore apply. The proxies appointed by the Company can exercise the voting right only on those points of the agenda on which the principal has provided clear and explicit instructions. To the extent there is no clear and explicit instruction, the proxies will abstain from voting on the respective voting matter. The proxies are obliged to vote as instructed. If separate votes are held on an agenda item without notification prior to the Annual General Meeting, the instruction on how to vote for the agenda item in total shall apply as corresponding instruction for each matter of the separate votes. The proxies appointed by the Company

17 shall not accept instructions on procedural motions, either before or during the Annual General Meeting. Neither shall proxies appointed by the Company accept mandates on making requests to speak, on entering an objection against resolutions of the Annual General Meeting or on asking questions or making applications. Shareholders who have registered in good time can submit to the Company the authorisations and instructions required to authorise a proxy appointed by the Company in text form, via any of the access channels listed in the Registration section (address, fax number, e-mail address or website) using the contact data listed therein until 3 May 2016, 24:00 hours (CEST) (time of receipt by the Company). They may furthermore grant, amend or revoke authorisations and instructions to the proxies appointed by the Company after 3 May 2016 by completing the section imprinted on the voting sheet and submitting it at the desks provided for this purpose at the Annual General Meeting. The internet service for the Annual General Meeting will be available up to 4 May 2016, 11:00 hours (CEST) by means of which shareholders can also grant, amend or revoke authorisations and instructions to the proxies appointed by the Company. Personal attendance of a shareholder or an authorised third party at the Annual General Meeting will automatically revoke any authorisations or instructions issued to the proxies appointed by the Company. Details with regard to the granting of powers of proxy are provided in the documents that will be sent to the shareholders. This information can also be viewed on our website at www.leoni.com/en/agm2016/.

18 Information on the rights of shareholders pursuant to Articles 122 (2), 126 (1), 127 and 131 (1) of the German Stock Corporation Act (AktG) Requests made by shareholders pursuant to Article 122 (2) of the German Stock Corporation Act (AktG) to put items on the agenda and announce them must be received by the Company by Sunday 3 April 2016, 24:00 hours (CEST). Such requests must be made in writing addressed to: Management Board of LEONI AG Marienstrasse 7 90402 Nürnberg Countermotions by shareholders against a proposal by the Management Board and/or Supervisory Board regarding a particular item on the agenda pursuant to Article 126 (1) of the German Stock Corporation Act (AktG) and proposals by shareholders to elect Supervisory Board members or auditors pursuant to Article 127 German Stock Corporation Act (AktG) will be made available via the Company s website at www.leoni.com/ en/agm2016/, provided that they are received by the Company by Tuesday 19 April 2016, 24:00 hours (CEST).

19 Shareholders are asked to address their countermotions, voting suggestions as well as any other enquiries regarding the Annual General Meeting exclusively to LEONI AG Corporate Investor Relations Ms Susanne Kertz Marienstrasse 7 90402 Nürnberg or fax no.: +49 (0)911-2023-209 or by e-mail to hv2016@leoni.com The shareholders right to information pursuant to Article 131 (1) of the German Stock Corporation Act (AktG) can be exercised at the Annual General Meeting. Further explanations regarding the above-mentioned rights of shareholders can be retrieved from the Company s website at www.leoni.com/en/agm2016/.

20 Information pursuant to Article 124a of the German Stock Corporation Act (AktG) The information pursuant to Article 124a of the German Stock Corporation Act (AktG) can be accessed via the Company s website at www.leoni.com/en/agm2016/. After the Annual General Meeting the voting results will be announced on the same website. Broadcast of the CEO s speech All shareholders of the Company as well as the interested public may follow the speech given by the CEO live on the internet at www.leoni.com/en/agm2016/. The speech of the CEO will be available on the website as a recording after the Annual General Meeting.

21 Total number of shares and voting rights At the time of convening this Annual General Meeting, the total number of shares amounts to 32,669,000 registered, no par value shares, which grant a total of 32,669,000 votes. Nuremberg, March 2016 LEONI AG The Management Board

Directions Frankenhalle Entrance Frankenhalle Messezentrum (Trade Fair Centre) NürnbergMesse The easiest way to reach the Frankenhalle in Nuremberg is to take the U1 underground train line to the Messezentrum stop. If you come by car, you will be able to park free of charge. Please have either your invitation or admission ticket for the Annual General Meeting ready for inspection at the entrance to the car park. We wish you a safe trip.

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03. 2016 / en_1.100 LEONI AG Marienstrasse 7 90402 Nuremberg Phone +49 (0)911-2023-0 Fax +49 (0)911-2023-455 E-mail info@leoni.com www.leoni.com