EQS-News: ams-OSRAM AG: Convocation of the Annual General Meeting of ams-OSRAM AG

EQS-News: ams-OSRAM AG / Key word(s): AGM/EGM
   ams-OSRAM AG: Convocation of the Annual General Meeting of ams-OSRAM AG

   20.05.2022 / 17:40
   The issuer is solely responsible for the content of this announcement.

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   ams-OSRAM AG
   Company Register Number FN 34109 k
   ISIN AT0000A18XM4
   ("Company")

   CONVOCATION
   of the
   Annual General Meeting of
   ams-OSRAM AG
   on Friday, June 24, 2022 at 10.00 am Vienna time
   at A-8141 Premstaetten, Tobelbader Strasse 30.

   I. HOLDING OF THE GENERAL MEETING IN VIRTUAL FORM WITHOUT PHYSICAL
   PRESENSE OF THE SHAREHOLDERS

   1. COVID-19 Act on Corporate Law (COVID-19-CorpAct) and COVID-19
   Regulation on Corporate Law (COVID-19-CorpReg)

   The General Meeting of ams-OSRAM AG will be held on June 24, 2022 in the
   form of a “virtual general meeting” pursuant to section 1 para 2 of the
   COVID-19-CorpAct (BGBl. I Nr. 16/2020 aab BGBl. I Nr. 246/2021) and the
   COVID-19-CorpReg (BGBl. II Nr. 140/2020 aab BGBl. II 609/2021). Due to the
   corresponding lead times for the organization of the Annual General
   Meeting and the uncertainties caused by the pandemic that still exist at
   the time of its preparation, the Management Board has decided, after
   careful consideration, to hold this year's Annual General Meeting without
   the physical presence of its shareholders. This is also supported by the
   Supervisory Board of the Company.

   This means that shareholders cannot be physically present at the General
   Meeting of ams-OSRAM AG on June 24, 2022.

   The virtual General Meeting will be held in the exclusive presence of the
   Chairman of the Supervisory Board, the Deputy Chairman of the Supervisory
   Board, the Chairman of the Management Board and further members of the
   Management Board, the attesting public notary and four independent special
   voting proxies, appointed by the Company, in 8141 Premstaetten, Tobelbader
   Strasse 30.

   The holding of the Annual General Meeting as virtual general meeting
   pursuant to COVID-19-CorpReg leads to certain changes from face-to-face
   general meetings, as outlined in this Convocation and the referenced
   documents.

   The voting right, the right to make motions and the right to raise
   objections can be exercised only through granting of power of attorney and
   issuing respective instructions to one of the special voting proxies
   appointed by the Company.

   The information rights can be exercised directly by the shareholders also
   in this virtual General Meeting by way of electronic communication, i.e.
   in text form via e-mail exclusively to
   fragen.ams-osram@hauptversammlung.at, provided that the shareholders have
   provided a deposit confirmation pursuant to section 10a of the Austrian
   Stock Corporation Act (“AktG”) in time and granted power of authority to
   one of the special voting proxies pursuant to section 5.

   2. Broadcasting of the General Meeting on the Internet

   The General Meeting will be entirely broadcast live in both audio and
   visual form on the internet pursuant to section 3 para 4 COVID-19-CorpReg
   in conjunction with section 102 para 4 AktG. This is in compliance with
   data protection laws pursuant to section 3 para. 1, 2 and 4
   COVID-19-CorpReg.

   All shareholders of the Company can follow and watch the virtual General
   Meeting on June 24, 2022 from about 10.00am, Vienna time, live on the
   internet under ams-osram.com/general-meeting.

   By way of this real time broadcast of the virtual General Meeting, all
   shareholders may follow the course of the General Meeting through one-way
   audio and visual connection, particularly the presentations of the
   Management Board, the answers to all questions of the shareholders as well
   as the voting procedure live.

   This live broadcast does not enable remote participation (section 102 para
   2 no. 2 AktG) or remote voting (section 102 para 3 no. 3 and section 126
   AktG), and is not a two-way connection. The Company is responsible for the
   use of technical means of communication only to the extent that these are
   attributable to the Company’s sphere (section 2 para 6 COVID-19-CorpReg).

   In addition, reference is made to the organisational and technical
   requirements for the attendance of the virtual General Meeting pursuant to
   section 3 para 3 in conjunction with section 2 para 4 COVID-19-CorpReg
   (“Information on Participation”).

   II. AGENDA

   1. Presentation of the annual accounts, including the report of the
   Management Board, the corporate governance report, the group accounts
   together with the group annual report, the proposal for the appropriation
   of the profit and the report of the Supervisory Board for the business
   year 2021

   2. Resolution on the discharge of the members of the Management Board for
   the business year 2021

   3. Resolution on the discharge of the members of the Supervisory Board for
   the business year 2021

   4. Resolution on the election of the auditor and the group auditor for the
   business year 2022

   5. Resolution on the Remuneration Report

   6. Election of members to the Supervisory Board

   III. DOCUMENTS FOR THE GENERAL MEETING (section 106 no. 4 AktG)

   In particular, the following documents will be accessible on the Company’s
   website ams-osram.com/general-meeting as of June 3, 2022 at the latest:

   - Information on the organizational and technical prerequisites for
   participation in accordance with COVID-19-CorpReg(“Information on
   Participation”)

   - Annual accounts with the report of the Management Board,

   - Corporate Governance-Report,

   - Annual group accounts with the group annual report,

   - Proposal on the appropriation of the profits,

   - Remuneration Report;

   - Report of the Supervisory Board,

   each of the above for the business year 2021;

   - Declaration of the candidates for election to the Supervisory Board to
   agenda item 6 in accordance with section 87 para 2 AktG, including
   curricula vitae;

   - Proposals for Resolutions on agenda items 2 to 6;

   - Form for power of attorney to Special Voting Proxies;

   - Form for questions;

   - Form for revoking a power of attorney;

   - Complete text of this convocation.

   IV. RECORD DATE AND ATTENDANCE OF GENERAL MEETING (section 106 no. 6 and 7
   AktG)

   The right to attend the virtual General Meeting and to exercise the voting
   right and the other shareholder rights, which are to be exercised in the
   virtual General Meeting pursuant to COVID-19-CorpReg, depend on the
   shareholding as of June 14, 2022, 12:00 midnight, Vienna time (“Record
   Date”).
   Only such persons who are shareholders on the Record Date and provide
   evidence thereof to the Company shall be entitled to participate in the
   virtual General Meeting held pursuant to COVID-19-CorpReg.
   For evidence of share ownership on the Record Date, a deposit certificate
   pursuant to § 10a AktG is required, which refers to the Record Date and
   which must be received by the Company no later than June 21, 2022, 12:00
   midnight, Vienna time, exclusively via one of the following communication
   channels and addresses:

   (i) for transmission of the deposit certificate in written form

   By mail or by courier: ams-OSRAM AG
   c/o HV-Veranstaltungsservice GmbH
   Koeppel 60
   A-8242 St. Lorenzen am Wechsel

   Via SWIFT: GIBAATWGGMS
   (Message Type MT598 and MT599; ISIN AT0000A18XM4 must be included in the
   text)

   (ii) for transmission of the deposit certificate in text-form, sufficient
   according to
   § 17 para 3 of the Articles of Association.

   Via telefax: + 43 (0) 1 8900 500 86; or
   Via e-mail anmeldung.ams-osram@hauptversammlung.at
   (deposit certificates may only be submitted in PDF format)

   Without the deposit certificate reaching the Company in time, the
   appointment of the special voting proxy and the exercise of the
   information rights by shareholders cannot be done validly.

   The shareholders are requested to contact their custodian bank and to
   arrange for the issuance and delivery of a deposit certificate.

   The Record Date has no effect on the saleability of the shares and has no
   significance for dividend entitlement.

   Deposit certificate pursuant to section 10a AktG

   The deposit certificate must be issued by a custodian bank, which has its
   seat in a member state of the European Economic Area or in a full member
   state of the OECD and must include the following information:

   - Information on the issuer: (company) name and address or a code which is
   customary in the transactions between credit institutions (BIC- or SWIFT
   Code),

   - Information on the shareholder: (company) name, address, date of birth
   of natural persons, if applicable register and register number of legal
   persons,

   - Information on the shares: number of shares of the shareholder, ISIN
   AT0000A18XM4,
   (International Securities Identification Number)

   - Deposit number and/or other designation,

   - Date to which the deposit certificate relates.

   Moreover, the deposit certificates of SIX SegaInterSettle AG, Olten,
   Switzerland are accepted.

   The deposit certificate as proof of the shareholding for attending the
   General Meeting must relate to the Record Date (June 14, 2022, 12:00
   midnight, Vienna time,) referred to above.

   The deposit certificate is accepted in both German and English languages.

   V. APPOINTMENT OF A SPECIAL VOTING PROXY AND CORRESPONDING PROCEDURE

   Each shareholder entitled to attend the virtual General Meeting, who has
   proven that pursuant to section IV. above, has the right to appoint a
   special voting proxy.

   In the virtual General Meeting of ams-OSRAM AG pursuant to
   COVID-19-CorpReg on June 24, 2022, shareholders can only propose
   resolutions, cast votes and/or raise objections through one of the special
   voting proxies. The Company proposes the following persons as special
   voting proxies, each appropriate and independent of the Company:

   (i) Mr. Walter Pisk, public notary
   Raubergasse 20

   8010 Graz
   E-mail: pisk.ams-osram@hauptversammlung.at

   (ii) Ms. Agnes Arlt, attorney-at-law

   Ebendorferstrasse 6/10
   1010 Vienna
   E-mail: arlt.ams-osram@haupversammlung.at

   (iii) Mr. Philipp Stossier, attorney-at-law
   Dragonerstrasse 54

   4600 Wels
   E-mail: stossier.ams-osram@haupversammlung.at

   (iv) Mr. Arno Weigand, public notary

   Untere Donaustrasse 13-15/7th floor
   1020 Vienna
   E-mail: weigand.ams-osram@hauptversammlung.at

   Each shareholder may select one of the four persons named above as its
   special voting proxy and grant such person power of attorney. The granting
   of a power of attorney to another person is not permissible pursuant to
   COVID-19-CorpReg and such other person will not be able to access the
   virtual general meeting.

   A specific form for the appointment of a special voting proxy is available
   on the Company’s website ams-osram.com for each of the four proposed
   special voting proxies. The Company kindly asks its shareholders to use
   the provided form.

   For the granting of a power of attorney, as well as the modalities and
   deadlines for its submission, please pay attention to the Information on
   Participation.

   Personal delivery of the power of attorney on site is explicitly
   prohibited.

   VI. NOTICE REGARDING THE RIGHTS OF THE SHAREHOLDERS PURSUANT TO SECTIONS
   109, 110, 118 AND 119 AKTG (section 106 no. 5 AktG)

   1. Additions to the agenda by shareholders (section 109 AktG)

   Shareholders, whose shares individually or jointly represent 5 % of the
   share capital and who have held these shares for at least three months
   prior to filing, may request in writing that additional items are placed
   on the agenda of this General Meeting and made public, if such a request
   in written form is received by the Company exclusively at the address
   ams-OSRAM AG, Tobelbader Strasse 30, A-8141 Premstaetten, c/o Franz
   Fazekas, Vice President & Head of Legal Global, or via SWIFT GIBAATWGGMS
   (Message Type MT598 and MT599; please implicitly indicate ISIN
   AT0000A18XM4 in the text), or by e-mail agm@ams-osram.com on June 3, 2022,
   12:00 midnight, Vienna time,  at the latest. “Written form” means (i)
   personal signature or company signature by each requestor, (ii) via e-mail
   with qualified electronic signature, or (iii) submitted in text form via
   an international, specially secured communication network of credit
   institutions, as long as its participants can be clearly identified (e.g.
   SWIFT).
   Each item requested in this manner must include a resolution proposal and
   the reasons thereto. The agenda item and the resolution proposal, but not
   the reasons thereto, have to be drawn in German language. To prove the
   shareholder status, a deposit certificate pursuant to section 10a AktG
   shall be sufficient for bearer shares kept in deposit, in which it is
   confirmed that the requesting shareholders have consecutively been
   shareholders for at least three months prior to filing of such request;
   such certificate must not be older than seven days upon presentation to
   the Company. Several individual deposit certificates, which only jointly
   reach the required shareholding of 5%, have to refer to the same point in
   time (date and time) in each case.
   With regard to further requirements of a deposit certificate, please refer
   to the provisions on the right to attend (section IV of this convocation)
   above.

   2. Resolution proposals of shareholders to items on the agenda (section
   110 AktG)

   Shareholders, whose shares jointly represent 1% of the share capital, may
   submit proposals for the passing of resolutions including justifications
   on each item on the agenda in text form within the meaning of section 13
   para 2 AktG, and may request that these proposals including justifications
   and corresponding statements of the Management Board or the Supervisory
   Board thereto, if any, are made available on the website of the Company,
   if this request is received in text form within the meaning of section 13
   para 2 AktG by the Company at the latest on June 14, 2022, 12:00 midnight,
   Vienna time, either at ams-OSRAM AG, A-8141 Premstaetten, Tobelbader
   Strasse 30, c/o Franz Fazekas, Vice President & Head of Legal Global, or
   by e-mail agm@ams-osram.com, whereas the request in text form within the
   meaning of section 13 para 2 AktG, such as a PDF file must be attached to
   the e-mail. A declaration in text form within the meaning of section 13
   para 2 AktG means that such declaration has to be submitted in document
   form or an alternative form that enables the permanent reproduction of the
   characters, has to name the declaring person and the end of such
   declaration has to be indicated by facsimile of the signature of the
   declaring or person or otherwise. The proposal but not the justification
   needs to be drawn up in German language.

   The shareholder status must be evidenced by the submission of a deposit
   certificate pursuant to section 10a AktG, which at the time of
   presentation to the Company must not be older than seven days. Several
   individual deposit certificates, which only jointly reach the required
   shareholding of 1%, have to refer to the same point in time (date and
   time) in each case.

   For elections to the Supervisory Board, it should be noted that proposals
   from shareholders pursuant to section 110 para 1 AktG for the election of
   Supervisory Board members together with the declarations pursuant to
   section 87 para 2 AktG for each proposed person must be received by the
   Company in text form no later than June 14, 2022 and must be made
   available by the Company on the Company's website (www.ams-osram.com) no
   later than on the second working day after receipt, otherwise the person
   in question may not be included in the vote.

   As regards the other requirements for a deposit certificate, please refer
   to the provisions on the right to attend (section IV. of this convocation)
   above.

   3. Information pursuant to section 110 para 2 AktG

   With regard to agenda item 6. "Election of members to the Supervisory
   Board" and potential election proposals by shareholders pursuant to
   section 110 AktG, the Company provides the following information:

   According to § 8 para 1 of the Articles of Association of ams-OSRAM AG,
   the Supervisory Board consists of a minimum of three and a maximum of
   eight members elected by the General Meeting as well as the corresponding
   members delegated in accordance with delegated pursuant to section 110 of
   the Austrian Work Organisation Act (“ArbVG”).

   ams-OSRAM AG is subject to section 86 para 7 AktG.

   It is communicated that a contradiction in accordance with section 86 para
   9 AktG was neither raised by the Shareholder Representatives nor by the
   Employee Representatives, therefore, an overall fulfilment of the minimum
   proportion requirements pursuant to section 86 para 7 AktG is applicable.

   The Supervisory Board of ams-OSRAM AG currently consists of eight members
   elected by the General Meeting (Shareholder Representatives) and four
   members delegated by the Works Council (Employee Representatives) pursuant
   to section 110 ArbVG. The Shareholder Representatives currently consist of
   four women and four men. The Employee Representatives currently consist of
   one woman and three men. Therefore, the Company fulfils the minimum quota
   pursuant to section 86 para 7 AktG.

   The Supervisory Board mandates of Hans Jörg Kaltenbrunner, Michael Grimm,
   Yen Yen Tan, Monika Henzinger, Kin Wah Loh and Brian M. Krzanich will
   expire at the end of the upcoming Annual General Meeting.

   Out of six members to be elected, at least one woman will have to be
   nominated in order to again comply with the minimum proportion
   requirements pursuant to section 86 para 7 AktG.

   4. Information rights (section 118 AktG)

   Each shareholder must – upon request – be informed in the General Meeting
   on the matters concerning the Company, to the extent that such information
   is necessary to appropriately assess an item on the agenda. This
   information right also covers the Company’s legal relations to affiliated
   entities as well as the situation of the overall group and the companies
   consolidated in the group financial report.

   The disclosure of information may be refused if, according to reasonable
   entrepreneurial assessment, it is likely to cause serious damage to the
   Company or an affiliated company or if disclosure of such information is
   punishable under applicable law.

   As prerequisite for the exercise of information rights, shareholders have
   to prove their right to participate pursuant to section IV. of the
   convocation and the issue of a respective power of attorney to one of the
   special voting proxies pursuant to section V. of this convocation.

   It is hereby expressly stated that in this virtual General Meeting, the
   information rights pursuant to section 118 AktG have to be exercised by
   the shareholders themselves during the General Meeting, and can only be
   exercised by sending any questions or speeches via electronic mail to the
   Company’s e-mail address fragen.ams-osram@hauptversammlung.at.

   The shareholders are kindly asked to submit preferably all questions in
   advance in text form via e-mail to fragen.ams-osram@hauptversammlung.at,
   so that the questions are received by the Company on the third working day
   prior to the General Meeting, i.e. June 21, 2022, at the latest.
   This is to ensure a smooth and efficient General Meeting, and will allow
   for a proper preparation and swift responses to the raised questions by
   the Management Board in the General Meeting, particularly for questions,
   which require a longer preparation time.

   Please use the question form, which will be available on the Company’s
   website at ams-osram.com/general-meeting. If this question form is not
   used, any e-mail has to indicate the person (name/company name, date of
   birth/company register number of the shareholder). Furthermore,
   shareholders are asked to please include their respective deposit account
   number in such e-mail, for the Company to ascertain the identity and
   conformity with the deposit certificate.

   Please note that the Chairman of the General Meeting may set reasonable
   time limits during the General Meeting.

   Furthermore, please also refer to the Information on Participation, which
   will be available on the Company’s website ams-osram.com/general-meeting.

   5. Motions at the General Meeting (section 119 AktG)

   Each shareholder is - irrespective of a specific share ownership -
   entitled to make motions at the virtual General Meeting in accordance
   COVID-19-CorpAct and COVID-19-CorpReg through its appointed special voting
   proxy on each item on the agenda.

   The point in time until which instructions to the special voting proxies
   to make motions are possible, will be determined in the course of the
   virtual General Meeting.

   Prerequisite for any such motion is evidence of the attendance right
   pursuant to section IV. Of this convocation and a power of attorney
   granted to one of the special voting proxies in accordance with section V.
   of this convocation.

   Please also refer to the information on exercising the right to make
   pursuant to section 119 AktG provided in the Information on Participation,
   which will be available on the Company’s website
   ams-osram.com/general-meeting.

   6. Information for shareholders on data processing

   ams-OSRAM AG processes personal data of shareholders (in particular those
   pursuant to section 10a para 2 Austrian Stock Corporation Act (“AktG”),
   i.e. name, address, date of birth, number of the securities account,
   number of shares of the shareholder, if applicable share class, number of
   the voting card, and, if applicable, name and date of birth of the
   authorized representative[s]) in accordance with the applicable data
   protection laws, in particular the European General Data Protection
   Regulation (“GDPR”) and the Austrian Data Protection Act, in order to
   enable the shareholders to exercise their rights at the General Meeting.

   The processing of the personal data of shareholders is a mandatory
   requirement for the attendance and participation of shareholders and their
   representatives at the General Meeting. The legal basis for processing is
   Article 6 para 1 lit. (c) GDPR.

   ams-OSRAM AG is the responsible body for processing. ams-OSRAM AG makes
   use of several external service providers (such as for example public
   notaries, attorneys, banks, IT-providers, etc) for the purposes of holding
   of the General Meeting. These service providers of ams-OSRAM AG will only
   receive certain personal data from ams-OSRAM AG which are necessary for
   the rendering of the commissioned service and will process the data
   exclusively pursuant to the instructions of ams-OSRAM AG. ams-OSRAM AG has
   concluded respective agreements under data protection laws with these
   service providers to the extent legally required.

   If a shareholder attends the General Meeting, all present shareholders or
   their representatives, the members of the Management Board and the
   Supervisory Board, the notary public and all other persons with a
   statutory right to attend the General Meeting are entitled to inspect the
   legally required attendance list (section 117 AktG) and, therefore, able
   to see the personal data contained in such list (inter alia name,
   residence, shareholding). Moreover, ams-OSRAM AG is required by statutory
   law to submit personal data of shareholders (in particular the list of
   attendees) as part of the notarial protocol to the company register
   (section 120 AktG).

   The data of shareholders will be anonymized or deleted as soon as they are
   no longer necessary for the purposes for which they were collected or
   processed, and unless other legal obligations require further storage.
   Such statutory documentation and retention obligations are particularly
   resulting from commercial law, stock corporation law, takeover law, tax
   law as well as from anti-money laundering laws. If legal claims are
   asserted by shareholders against ams-OSRAM AG or by ams-OSRAM AG against
   shareholders, the stored personal data serves the purpose of clarifying
   and enforcing such claims in individual cases. In the context of legal
   proceedings involving civil lawsuits, this may lead to storage of personal
   data during the statute of limitations period plus the duration of such
   legal proceedings until their finally binding conclusion.

   Each shareholder has a right to information, rectification, limitation,
   opposition and cancellation at any time regarding the processing of
   personal data, as well as a right to data transfer according to Chapter
   III of the General Data Protection Regulation.

   Shareholders can assert these rights free of charge to ams-OSRAM AG via
   the following contact details:

   ams-OSRAM AG
   Data Protection Officer

   Tobelbader Strasse 30

   8141 Premstaetten

   E-mail: privacy@ams-osram.com

   In addition, the shareholders have the right of appeal to the data
   protection supervisory authorities for data protection pursuant to Article
   77 GDPR. Further information on data protection is accessible on the
   Company’s website ams-osram.com/privacy-policy.

   VII. FURTHER DETAILS AND INFORMATION

   1. Total of Shares and Voting Rights (section 106 no. 9 AktG)

   On the date of convocation of the virtual General Meeting, the share
   capital of the Company amounts to EUR 274,289,280.00 and is divided into
   274,289,280 no-par value bearer shares. Each share is granting one vote.
   As of 30 April 2022, the Company holds 13,078,954 treasury shares, whereby
   the Company is not entitled to any rights arising from these own shares.
   Therefore, total number of voting rights amounts to 261,210,326 voting
   rights as of 30 April 2022. Any change in the number of own shares and
   therefore of the total number of voting rights until the General Meeting
   will be communicated in the General Meeting.

   2. No physical attendance

   We would like to explicitly state once more that physical attendance will
   be excluded in the upcoming virtual General Meeting pursuant to
   COVID-19-CorpReg and neither shareholders nor guests are allowed to come
   to the venue of the General Meeting.

   Premstaetten, May 2022

   The Management Board

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   20.05.2022 This Corporate News was distributed by EQS Group AG.
   www.eqs.com

   ══════════════════════════════════════════════════════════════════════════

   Language:    English
   Company:     ams-OSRAM AG
                Tobelbader Straße 30
                8141 Premstaetten
                Austria
   Phone:       +43 3136 500-0
   E-mail:      investor@ams-osram.com
   Internet:    https://ams-osram.com/
   ISIN:        AT0000A18XM4
   WKN:         A118Z8
   Listed:      Regulated Unofficial Market in Dusseldorf, Frankfurt, Munich,
                Stuttgart, Tradegate Exchange; BX, SIX, Vienna Stock Exchange
                (Third Market (MTF))
   EQS News ID: 1358015


    
   End of News EQS News Service


   1358015  20.05.2022 

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