- 25.05.2023, 17:46:06
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- EQS0014
EQS-News: ams-OSRAM AG: Convocation of the Annual General Meeting 2023
EQS-News: ams-OSRAM AG / Key word(s): AGM/EGM
ams-OSRAM AG: Convocation of the Annual General Meeting 2023
25.05.2023 / 17:45 CET/CEST
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
We hereby invite our shareholder to the
Annual General Meeting of ams‑OSRAM AG
on Friday, June 23, 2023 at 10.00 a.m. at the Company’s premises at
A-8141 Premstaetten, Tobelbader Straße 30.
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
distribution of the profit and the report of the Supervisory Board for
the business year 2022
2. Resolution on the discharge of the members of the Management Board for
the business year 2022
3. Resolution on the discharge of the members of the Supervisory Board
for the business year 2022
4. Resolution on the election of the auditor and the group auditor for
the business year 2023
5. Resolution on the Remuneration Policy
6. Resolution on the Remuneration Report
7. Election of members to the Supervisory Board
8. Resolution on the revocation of Authorized Capital 2021
9. Resolution on the authorization of the Management Board to issue
financial instruments according to sec. 174 AktG, in particular
convertible notes or profit participation bonds, which may provide for
subscription of and/or conversion in shares of the Company, along with
the limitation of subscription rights of the shareholders on such
financial instruments
10. Resolution on the conditional increase of the share capital of the
company pursuant to sec. 159 para 2 no. 1 AktG for issuance to
creditors of financial instruments
[Conditional Capital 2023 for Financial Instruments]
11. Resolution on the authorization of the Management Board
a) to acquire own stock in accordance with section 65 para 1 no 4 and 8,
para 1a and para 1b AktG, either through a stock exchange or outside of a
stock exchange to an extent of up to 10% of the share capital, also with
exclusion of the proportional right of disposal which might be associated
with such an acquisition (reversal of exclusion of subscription rights),
b) to decide pursuant to section 65 para 1b AktG for the sale
respectively use of own stock on any other mode of disposal for the sale
of own stock than via the stock exchange or through a public offering
under corresponding application of the provisions of the exclusion of
subscription rights of the stockholders,
c) to reduce the share capital by calling in these own stock without the
need of any further resolution to be adopted by the General Meeting
12. Resolution on the amendment of the Articles of Association by
insertion of a new section 17 "Virtual General Meeting”
II. DOCUMENTS FOR THE GENERAL MEETING (section 106 no. 4 AktG)
In particular, the following documents will be accessible on the Company’s
website [1]ams‑osram.com/de/about-us/investor-relations/general-meeting as
of June 2, 2023 at the latest:
• Annual accounts with the report of the Management Board,
• Corporate Governance-Report,
• Annual group accounts with the annual group report,
• Remuneration Policy,
• Remuneration Report,
• Report of the Supervisory Board,
each of the above for the business year 2022;
• Declaration of the candidates for election to the Supervisory Board to
agenda item 7 in accordance with section 87 para 2 AktG, including
curricula vitae;
• Report of the Management Board in accordance with sections 174 para 4
in connection with 153 para 4 sentence 2 AktG to agenda items 9 and
10;
• Joint Report of the Management Board and the Supervisory Board
pursuant to section 65 para 3 AktG to agenda item 11;
• Proposals of Resolutions to agenda items 2 to 12;
• Forms for granting a power of attorney;
• Form for revoking a power of attorney;
• Complete text of this convocation.
III. RECORD DATE AND ATTENDANCE OF GENERAL MEETING
The right to attend the General Meeting and to exercise the voting right
and the other shareholder rights, which are to be exercised in the General
Meeting, depend on the shareholding as of June 13, 2023, 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
General Meeting.
For evidence of share ownership on the Record Date, a deposit certificate
pursuant to section 10a AktG is required, which refers to the Record Date
and which must be received by the Company no later than June 20, 2023,
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
sec. 17 para 3 of the Articles of Association.
Via e-mail: anmeldung.ams-osram@hauptversammlung.at
(deposit certificates may only be submitted in PDF format)
Via fax: +43 (0)1 8900 500 50
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 13, 2023, 12:00
midnight, Vienna time,) referred to above.
The deposit certificate is accepted in both German and English languages.
Proof of identity
ams-OSRAM AG reserves the right to establish the identity of persons
appearing at the meeting. If it is not possible to establish identity,
admission may be denied.
Shareholders and their proxies are therefore requested to have a valid
official photo ID ready for identification at registration. If you come to
the General Meeting as a proxy, please take the proxy with you in addition
to your official photo ID. If the original of the proxy has already been
sent to the company, you will facilitate access if you present a copy of
the proxy.
IV. APPOINTMENT OF A VOTING PROXY AND CORRESPONDING PROCEDURE
Each shareholder who has proven his entitlement to attend the General
Meeting pursuant to section III. above has the right to appoint a proxy,
who attends the general meeting on behalf of the shareholder and has the
same rights as the shareholder whom he represents.
A proxy must be granted to a certain person (a natural or legal person) in
text format (§ 13 para 2 AktG), whereas several persons may be granted
proxy. The granting of a proxy is possible both before and during the
General Meeting.
We offer the following communication channels and addresses for the
transmission of proxies:
By mail of by courier: ams-OSRAM AG
c/o HV-Veranstaltungsservice GmbH
Koeppel 60
a-8242 St: Lorenzen am Wechsel
Via e-mail: [2]anmeldung.ams-osram@hauptversammlung.at
(deposit certificates may only be submitted in PDF format)
Via SWIFT: GIBAATWGGMS
(Message Type MT598 and MT599; ISIN AT0000A18XM4 must be included in the
text)
Via fax: +43 (0)1 8900 500 50
On the day of the general meeting only:
In person: at the registration for the general assembly at the venue.
Proxies must be received at one of the aforementioned addresses no later
than June 21, 2023, 4:00 p.m., Vienna time, unless they are handed over on
the day of the General Meeting when registering for the General Meeting.
A proxy form and a form for revoking the proxy are available on the
company´s website at
[3]ams-osram.com/de/about-us/investor-relations/general-meeting from June
2, 2023 at the latest. In the interest of smooth processing, we ask that
you always use the forms provided.
Details on the power of attorney, particularly on text form and content of
the power of attorney, can be derived from the forms provided to the
shareholders.
If the shareholder has granted proxy to his custodian bank (section 10a
AktG), it shall be sufficient if, in addition to the deposit certificate,
the custodian bank issues a declaration in the manner provided for its
transmission to the company that it has been granted proxy.
Shareholders may exercise their rights at the General Meeting in person
even after granting a proxy. Appearance in person shall be deemed
revocation of a previously granted proxy.
The aforementioned provisions on the granting of proxy shall apply
accordingly to the revocation of proxy.
Independent Proxy
As a special service to shareholders, an independent proxy shall be
available for voting subject to directives in the general meeting, this
being Walter Pisk, notary public, Raubergasse 20, 8010 Graz, Austria,
e-mail: pisk.ams-osram@hauptversammlung.at; a special proxy form is
available on the website of the Company under
[4]ams-osram.com/de/about-us/investor-relations/general-meeting.
V. NOTICE REGARDING THE RIGHTS OF THE SHAREHOLDERS PURSUANT TO SECTION
109, 110, 118 AND 119 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 2, 2023,
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 III of this convocation)
above.
2. Resolution proposal 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, 2023, 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, 2023 and must be made
available by the Company on the Company's website
([5]ams-osram.com/de/about-us/investor-relations/general-meeting) no later
than on the second working day after receipt, otherwise the person in
question may not be included in the vote.
3. Information pursuant to section 110 para 2 sentence 2 AktG
With regard to agenda item 7. "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 Yen Yen Tan and Brian M. Krzanich will
expire at the end of the upcoming Annual General Meeting.
Out of two 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.
The Chairperson of the General Meeting may impose reasonable time limits
on shareholders‘ rights to speak and ask questions in accordance with § 19
para 2 of the Articles of Association of ams‑OSRAM AG. The Chairperson
may impose, particularly in the beginning but also during the General
Meeting, general and individual restrictions on time allowed for speaking
or asking questions.
Information requests must generally be made orally at the General Meeting;
however, such requests can also be submitted in writing. Any questions
that require longer preparation should, in the interest of an efficient
session, be submitted in text form to the Management Board in due time
prior to the general meeting. Questions may be submitted by e-mail to
[6]agm@ams-osram.com.
5. Applications at the General Meeting (section 119 AktG)
Each shareholder is - irrespective of a specific share ownership -
entitled to make applications at the general meeting to each item on the
agenda. If there are several applications relating to an item on the
agenda, the Chairperson shall determine the order of voting in accordance
with section 119 para 3 AktG.
However, a shareholder proposal on agenda item 7. "Election of members of
the Supervisory Board" requires the timely submission of a resolution
proposal pursuant to section 110 AktG: Persons for election to the
Supervisory Board may be proposed by shareholders, whose shares jointly
represent 1% of the share capital. Such nominations must reach the Company
no later than June 14, 2023, in the manner indicated above. Each election
proposal must include the statement pursuant to section 87 para 2 AktG of
the proposed person about their professional qualifications, their
professional or comparable functions as well as all circumstances which
could give rise to a suspicion of bias. Otherwise, the shareholder
proposal for the election of a member of the Supervisory Board may not be
taken into account during the vote. With regard to the information
pursuant to section 110 para 2 sentence 2 AktG, reference is made to Point
V. para 3 of the convocation notice.
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) 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 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.
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.
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, which are no longer required for the purposes
they were originally collected and stored, will be anonymized and erased,
subject to adherence to statutory retention provisions. Such statutory
retention provisions 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 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.
Shareholders are at all times entitled to exercise any of the rights of
access, rectification, restriction, objection and erasure with regard to
the processing their personal data as well as to exercise their right to
data portability in accordance with chapter III GDPR.
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: dataprotection@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.
VI. Further Details and Information
Total of Shares and Voting Rights
On the date of convocation of the 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. On April 30,
2023, the Company held 12,943,236 treasury shares, whereby the Company is
not entitled to any rights arising from these own shares. Therefore, total
number of voting rights amounted to 261,46,044 voting rights on April 30,
2023. 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. There is only one class of shares.
Premstaetten, May 2023
The Management Board
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25.05.2023 CET/CEST 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 Berlin, Dusseldorf, Frankfurt,
Munich, Stuttgart, Tradegate Exchange; BX, SIX, Vienna Stock
Exchange (Vienna MTF)
EQS News ID: 1642167
End of News EQS News Service
1642167 25.05.2023 CET/CEST
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