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- EQS0004
EQS-News: ams-OSRAM AG: Convocation of the Annual General Meeting 2025
EQS-News: ams-OSRAM AG / Key word(s): AGM/EGM
ams-OSRAM AG: Convocation of the Annual General Meeting 2025
28.05.2025 / 09:32 CET/CEST
The issuer is solely responsible for the content of this announcement.
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ams-OSRAM AG
Premstaetten, FN 34109 k
ISIN AT0000A3EPA4
("Company")
Convocation
of the Annual General Meeting
We hereby invite our shareholders to attend the
Annual General Meeting of ams-OSRAM AG
on Thursday, June 26, 2025, at 10:00 a.m., on the Company’s premises
in 8141 Premstaetten, Tobelbader Straße 30.
I. Agenda
1. Presentation of the annual financial statements including the
management report and corporate governance report, the consolidated
financial statements including the Group management report, the
resolution on the appropriation of profits, the Sustainability report
and the report of the Supervisory Board for the 2024 financial year
2. Resolution on the discharge of the members of the Management Board for
the 2024 financial year
3. Resolution on the discharge of the members of the Supervisory Board
for the 2024 financial year
4. Election of the auditor and group auditor for the 2025 financial year
5. Resolution on the Remuneration Report
6. Resolution on the Remuneration Policy of the Supervisory Board
7. Resolution on the Remuneration of the Supervisory Board
8. Elections to the Supervisory Board
9. Resolution on the introduction of new authorized capital pursuant to
Section 169 of the Austrian Stock Corporation Act (AktG) by up to EUR
99,844,390,-- against cash and/or non-cash contributions with the
option of excluding pre-emptive rights and on the corresponding
amendment of the Articles of Association in Section 3 [Authorized
Capital 2025]
10. Resolution on the authorization of the Management Board
a) to acquire treasury shares in accordance with Section 65 (1) no. 4 and
no. 8 as well as (1a) and (1b) AktG both via the stock exchange and
over-the-counter to the extent of up to 10% of the share capital, also
excluding the proportionate right of sale that may be associated with such
an acquisition (reverse exclusion of pre-emptive rights),
b) in accordance with Section 65 (1b) AktG, to decide on a type of sale
for the sale or use of treasury shares other than via the stock exchange
or by means of a public offer, applying mutatis mutandis the provisions on
the exclusion of shareholders' subscription rights,
c) to reduce the share capital by redeeming these treasury shares without
a further resolution of the Annual General Meeting.
II. DOCUMENTS FOR THE ANNUAL GENERAL MEETING; PROVISION OF INFORMATION ON
THE WEBSITE
In particular, the following documents will be available on the Company's
website at [1]ams‑osram.com/en/about-us/investor-relations/general-meeting
from June 5, 2025 at the latest in accordance with Section 108 (3) and (4)
AktG:
• Annual report, including
• Report of the Supervisory Board,
• Corporate Governance Report,
• Remuneration Report,
• Management Report
• Sustainability Report
• Group financial statements,
• Annual financial statements with management report,
in each case for the 2024 financial year.
• Remuneration Policy Supervisory Board;
• Declarations of the candidates for election to the Supervisory Board
under Agenda item 8 pursuant to Section 87 (2) AktG, including
curricula vitae;
• Declaration of independence for SB candidates;
• Report of the Management Board pursuant to Section 170 (2) in
conjunction with Section 153 (4) sentence 2 AktG on Agenda item 9;
• Report of the Management Board and the Supervisory Board pursuant to
Section 65 (1b) in conjunction with Section 170 (2) in conjunction
with Section 153 (4) sentence 2 AktG on Agenda item 10;
• Forms for granting the power of attorney;
• Form for the revocation of the power of attorney; and
• Full text of this convocation.
III. RECORD DATE AND REQUIREMENTS FOR PARTICIPATION IN THE ANNUAL GENERAL
MEETING
The entitlement to participate in the Annual General Meeting and to
exercise voting rights and other shareholder rights to be asserted at the
Annual General Meeting is based on the shareholding at the end of June 16,
2025 (midnight, Vienna time) ("record date").
Only those who are shareholders on this date and can prove this to the
Company are entitled to attend the Annual General Meeting.
A deposit certificate pursuant to Section 10a AktG must be submitted as
proof of share ownership on the record date, which must be received by the
Company no later than June 23, 2025 (midnight, Vienna time) exclusively
via one of the following communication channels and addresses:
i. for the transmission of the deposit confirmation in writing
By post or courier: ams-OSRAM AG
c/o HV-Veranstaltungsservice GmbH
Köppel 60
8242 St. Lorenzen/Wechsel
By SWIFT: GIBAATWGGMS
(Message Type MT598 or MT599, please specify ISIN
AT0000A3EPA4 in the text)
ii. for the transmission of the safe custody receipt in text form, which
the Articles of Association allow in accordance with Section 18 (3)
By e-mail: [2]anmeldung.ams-osram@hauptversammlung.at
(Deposit confirmations in PDF format)
By fax: +43 (0)1 8900 500 50
Shareholders are requested to contact their custodian bank and arrange for
the issue and transmission of a deposit certificate.
The record date has no effect on the salability of the shares and has no
significance for dividend entitlement.
Deposit certificate pursuant to Section 10a AktG
The deposit certificate must be issued by the custodian bank with its
registered office in a member state of the European Economic Area or in a
full member state of the OECD and must contain the following information
(Section 10a (2) AktG):
• Information on the issuer: name/company name and address or a code
commonly used in transactions between credit institutions (SWIFT
code),
• Information on the shareholder: name/company name, address, date of
birth for natural persons, register and register number for legal
entities, if applicable,
• Information on the shares: Number of shares held by the shareholder,
ISIN AT0000A3EPA4 (international securities identification number),
• Securities account number, securities account number or other
designation,
• Date or period to which the deposit confirmation refers.
In addition, safe custody receipts from SIX SegaInterSettle AG, Olten,
Switzerland, are accepted.
The deposit certificate as proof of shareholding for participation in the
Annual General Meeting must refer to the end of the record date June 16,
2025 (midnight, Vienna time).
The deposit confirmation will be accepted in German or English.
Proof of identity
ams-OSRAM AG reserves the right to establish the identity of persons
attending the meeting. If it is not possible to establish identity,
admission may be refused.
Shareholders and their proxies are therefore requested to have a valid
official photo ID ready for identification purposes when registering.
If you are attending the Annual General Meeting as a proxy, please take
the power of attorney with you in addition to your official photo ID. If
the original of the power of attorney has already been sent to the
Company, you will facilitate admission if you present a copy of the power
of attorney.
IV. POSSIBILITY OF APPOINTING A REPRESENTATIVE AND THE PROCEDURE TO BE
FOLLOWED
Every shareholder who is entitled to participate in the Annual General
Meeting and has provided evidence of this to the Company in accordance
with the stipulations in this convening notice, point III, has the right
to appoint a representative to participate in the Annual General Meeting
on behalf of the shareholder and who has the same rights as the
shareholder he or she represents.
The power of attorney must be granted to a specific person (a natural
person or a legal entity) in text form (Section. 13 (2) AktG), whereby
several persons may also be authorized.
The granting of a proxy is possible both before and during the Annual
General Meeting.
We offer the following communication channels and addresses for the
transmission of powers of attorney:
By post or courier: ams-OSRAM AG
c/o HV-Veranstaltungsservice GmbH
Köppel 60
8242 St. Lorenzen/Wechsel
By e-mail: [3]anmeldung.ams-osram@hauptversammlung.at, whereby the power
of attorney must be attached to the e-mail in text form as a PDF file
By SWIFT: GIBAATWGGMS - Message Type MT598 or MT599; please specify ISIN
AT0000A3EPA4 in the text
By fax: +43 (0)1 8900 500 50
Only on the day of the Annual General Meeting itself:
In person: When registering for the Annual General Meeting at the meeting
venue.
The proxies must be received at one of the above addresses by June 25,
2025 (4:00 p.m., Vienna time) at the latest, unless they are handed over
on the day of the Annual General Meeting when registering for the Annual
General Meeting.
A proxy form and a form for revoking the proxy will be available on the
Company's website at
[4]ams‑osram.com/en/about-us/investor-relations/general-meeting from June
5, 2025 at the latest. In the interest of smooth processing, please always
use the forms provided.
Details on the authorization, in particular the text form and content of
the proxy, can be found in the proxy form provided to shareholders.
If the shareholder has granted power of attorney to his or her custodian
bank (Section 10a AktG), it is sufficient for the bank to issue a
declaration that it has been granted power of attorney in addition to the
deposit certificate, using the means provided for its transmission to the
Company.
Shareholders may also exercise their rights in person at the Annual
General Meeting after granting a proxy. Personal attendance is deemed to
be a revocation of a previously granted proxy.
The above provisions on the granting of the power of attorney apply
mutatis mutandis to the revocation of the power of attorney.
Independent proxy
As a special service, an independent proxy is available to shareholders to
exercise their voting rights at the Annual General Meeting in accordance
with their instructions, namely Mr. Stephan Plankensteiner, MBL, notary
partner, as substitute notary of public notary Dr. Bernd Fürnschuß, 8010
Graz, Hans-Sachs-Gasse 3, E-Mail:
plankensteiner.ams-osram@hauptversammlung.at; a special proxy form is
available on the Company's website at
[5]ams-osram.com/en/about-us/investor-relations/general-meeting.
V. INFORMATION ON THE RIGHTS OF SHAREHOLDERS PURSUANT TO SECTION 109, 110,
118 AND 119 AKTG
1. Additions to the agenda by shareholders in accordance with Section 109
AktG
Shareholders whose shares individually or collectively account for 5% of
the share capital and who have held these shares for at least three months
prior to submitting their request may request in writing that additional
items be placed on the agenda of this Annual General Meeting and
published, provided that this request is submitted in writing by post or
courier no later than 5 June 2025 (24:00 Vienna time) to the Company's
address at ams‑OSRAM AG, att. Dr. Franz M. Fazekas, MBL / Legal
Department, Tobelbader Straße 30, 8141 Premstaetten, Austria, or by e-mail
with qualified electronic signature to the e-mail address
[6]agm@ams‑osram.com or by SWIFT to the address GIBAATWGGMS. "In writing"
means personally signed or signed by each applicant or, if sent by e-mail,
with a qualified electronic signature or, if sent by SWIFT, with message
type MT598 or type MT599, whereby ISIN AT0000A3EPA4 must be stated in the
text.
Each agenda item requested in this way must be accompanied by a proposed
resolution together with a statement of reasons. The agenda item and the
proposed resolution, but not the reasons for it, must also be written in
German. Proof of shareholder status must be provided by submitting a
deposit certificate in accordance with Section 10a AktG, which confirms
that the shareholders submitting the motion have held the shares
continuously for at least three months prior to submitting the motion and
which must not be older than seven days at the time of submission to the
Company. Several deposit confirmations for shares that only together
represent the 5% shareholding must refer to the same date (day, time).
With regard to the other requirements for the deposit certificate, please
refer to the information on the right to participate (item III. of this
invitation).
2. Resolution proposals from shareholders on the agenda in accordance
with Section 110 AktG
Shareholders whose shares together amount to 1% of the share capital may
submit proposals for resolutions on any item on the agenda in text form,
together with a statement of reasons, and may request that these
proposals, together with the names of the shareholders concerned, the
statement of reasons to be included and any statement by the Management
Board or Supervisory Board, be made available on the Company's website
entered in the commercial register, provided that this request is
submitted in text form no later than by June 16, 2025 (24:00 Vienna time)
to the Company either via mail to ams‑OSRAM AG, att. Dr. Franz M.
Fazekas, MBL / Legal Department, Tobelbader Straße 30, 8141 Premstaetten,
Austria, or by e-mail to the e-mail address [7]agm@ams‑osram.com, whereby
the request must be sent in text form, for example as a PDF, attached to
the e-mail. If text form within the meaning of Section 13 (2) AktG is
required for declarations, the declaration must be made in a document or
in another manner suitable for permanent reproduction in writing, the
person making the declaration must be named and the conclusion of the
declaration must be made recognizable by reproducing the signature of the
name or otherwise. The proposed resolution, but not the reasons for it,
must also be written in German.
Proof of shareholder status must be provided by submitting a deposit
certificate in accordance with Section 10a AktG, which must not be older
than seven days at the time of submission to the Company. Several deposit
confirmations for shares that only together represent a shareholding of 1%
must refer to the same date (day, time).
For elections to the Supervisory Board, it should be noted that proposals
from shareholders pursuant to Section 110 (2) AktG for the election of
Supervisory Board members, together with the declarations pursuant to
Section 87 (2) AktG for each person proposed, must be received by the
Company in text form by June 16, 2025 at the latest and must be made
available by the Company on the Company's website
[8]ams-osram.com/en/about-us/investor-relations/general-meeting at the
latest on the second working day after receipt, failing which the person
concerned may not be included in the vote.
With regard to the other requirements for the deposit certificate, please
refer to the information on the right to participate (item III. of this
invitation).
3. Disclosures pursuant to Section 110 (2) sentence 2 AktG
The Company provides the following information on agenda item 8 "Elections
to the Supervisory Board" and the possible submission of a corresponding
election proposal by shareholders in accordance with Section 110 AktG:
In accordance with Art 8 (1) of the Articles of Association of ams-OSRAM
AG, the Supervisory Board consists of at least three and no more than
eight members elected by the Annual General Meeting and the members
delegated in accordance with Section 110 (1) of the Austrian Labor
Constitution Act.
Section 86 (7) AktG is applicable to ams-OSRAM AG.
It is announced that an objection pursuant to Section 86 (9) AktG was
raised neither by the majority of the shareholder representatives nor by
the majority of the employee representatives and therefore the minimum
share offer pursuant to Section 86 (7) AktG is not fulfilled separately,
but in its entirety.
The Supervisory Board of ams-OSRAM AG currently consists of eight members
elected by the Annual General Meeting (shareholder representatives) and
four members delegated by the Works Council in accordance with Section 110
of the Austrian Labor Constitution Act (ArbVG) (employee representatives).
The eight shareholder representatives are currently made up of four women
and four men. The employee representatives delegated by the Works Council
are currently one woman and three men. The minimum quota requirement
pursuant to Section 86 (7) AktG has therefore been met to date.
If shareholders submit nominations for election under Agenda item 8
"Elections to the Supervisory Board", it must be ensured that, if the
nominations are accepted, the Supervisory Board will include at least four
women.
The Supervisory Board mandates of Mr. Loh Kin Wah and Univ.-Prof. Dr.
Monika Henzinger will expire at the end of the upcoming Annual General
Meeting.
At least one woman out of two persons would have to be proposed in order
to comply with the minimum shareholding requirement pursuant to Section 86
(7) AktG.
4. Shareholders' right to information in accordance with Section 118 AktG
Upon request, each shareholder must be provided with information on the
Company's affairs at the Annual General Meeting, insofar as this is
necessary for the proper assessment of an item on the agenda. The duty to
provide information also extends to the Company's legal relationships with
an affiliated Company and to the situation of the Group and the companies
included in the consolidated financial statements.
The information may be refused if, according to reasonable business
judgment, it is likely to cause a significant disadvantage to the Company
or an affiliated Company, or if providing it would be punishable by law.
In accordance with Art 20 (2) of the Articles of Association, the Chairman
of the Annual General Meeting may impose reasonable time limits on
shareholders' rights to speak and ask questions. In particular, she may
impose general and individual restrictions on speaking and questioning
time at the beginning, but also during the Annual General Meeting.
Requests for information must always be made verbally at the Annual
General Meeting, but can also be made in writing.
Questions that require longer preparation to answer should be submitted to
the Management Board in text form in good time before the Annual General
Meeting to ensure that the meeting is held efficiently. These questions
can be sent to the Company by email to [9]agm@ams-osram.com.
5. Motions by shareholders at the Annual General Meeting in accordance
with Section 119 AktG
Every shareholder - irrespective of a specific shareholding - is entitled
to submit motions on any item on the agenda at the Annual General Meeting.
If several motions are submitted for an item on the agenda, the
chairperson shall determine the order of voting in accordance with Section
119 (3) AktG.
However, a shareholder motion on enda item 8 "Elections to the Supervisory
Board" requires the timely submission of a resolution proposal in
accordance with Section 110 AktG: Persons may be proposed for election to
the Supervisory Board by shareholders whose shares together amount to 1%
of the share capital. Such nominations must be received by the Company in
the above-mentioned manner by June 16, 2025 at the latest. Each nomination
must be accompanied by a declaration pursuant to Section 87 (2) AktG from
the proposed person regarding their professional qualifications, their
professional or comparable functions and any circumstances that could give
rise to concerns of bias. Otherwise, the shareholder proposal for the
election of a Supervisory Board member may not be considered in the vote.
With regard to the information pursuant to Section 110 (2) sentence 2
AktG, reference is made to item V. para 3. of the convening notice.
6. Information for shareholders on data processing
ams-OSRAM AG processes shareholders' personal data (in particular those
pursuant to Section 10a (2) AktG, i.e. name, address, date of birth,
securities account number, number of shares held by the shareholder, class
of shares if applicable, voting card number and, if applicable, name and
date of birth of the proxy or proxies) on the basis of the applicable data
protection regulations, in particular the European General Data Protection
Regulation (GDPR) and the Austrian Data Protection Act, in order to enable
shareholders to exercise their rights at the Annual General Meeting.
The processing of shareholders' personal data is mandatory for the
participation of shareholders and their representatives in the Annual
General Meeting in accordance with the German Stock Corporation Act. The
legal basis for the processing is therefore Art. 6 (1) c) GDPR.
ams-OSRAM AG is the controller responsible for the processing. ams-OSRAM
AG uses external service providers such as notaries, lawyers, banks and IT
service providers for the purpose of organizing the Annual General
Meeting. These companies receive from ams-OSRAM AG only such personal data
as is necessary for the performance of the commissioned service and
process the data exclusively in accordance with the instructions of
ams-OSRAM AG. Where legally required, ams-OSRAM AG has concluded a data
protection agreement with these service providers.
If a shareholder participates in the Annual General Meeting, all
shareholders present or their representatives, the members of the
Management Board and Supervisory Board, the notary and all other persons
with a legal right to participate may inspect the legally required list of
participants (Section 117 AktG) and thereby also view the personal data
specified therein (including name, place of residence, shareholding).
ams-OSRAM AG is also legally obliged to submit personal shareholder data
(in particular the list of participants) as part of the notarial record to
the commercial register (Section 120 AktG).
Shareholders' data is anonymized or deleted as soon as it is no longer
required for the purposes for which it was collected or processed and
unless other legal obligations require further storage. Obligations of
proof and retention arise in particular from corporate, stock corporation
and takeover law, from tax and duty law and from money laundering
regulations. If legal claims are asserted by shareholders against
ams-OSRAM AG or by ams-OSRAM AG against shareholders, the storage of
personal data serves to clarify and enforce claims in individual cases. In
connection with legal proceedings before civil courts, this may lead to
the storage of data for the duration of the statute of limitations plus
the duration of the legal proceedings until their legally binding
conclusion.
Every shareholder has a right of access, rectification, restriction,
objection and erasure regarding the processing of personal data at any
time, as well as a right to data portability in accordance with
Chapter III of the GDPR.
Shareholders can assert these rights against ams-OSRAM AG free of charge
using the following contact details:
ams-OSRAM AG
Data Protection Officer
Tobelbader Street 30
8141 Premstaetten
E-mail: [10]dataprotection@ams-osram.com
Shareholders also have the right to lodge a complaint with the data
protection supervisory authority in accordance with Article 77 GDPR.
Further information on data protection can be found in the privacy policy
on the website of ams-OSRAM AG at [11]ams-osram.com/privacy-policy.
VI. FURTHER INFORMATION AND NOTES
Total number of shares and voting rights
At the time the Annual General Meeting is convened, the Company's share
capital amounts to EUR 998,443,940.00 and is divided into 99.844.394
no-par value bearer shares. Each share grants one vote at the Annual
General Meeting. The Company held 270.608 treasury shares per 30. April
2025. The Company is not entitled to any rights from treasury shares. The
total number of voting rights therefore amounted to 99.573.786 voting
rights as per the end of April. Any change in the number of treasury
shares until the Annual General Meeting and thus the total number of
voting rights will be announced at the Annual General Meeting. There is
only one class of shares.
Premstaetten, May 2025
The Management Board
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28.05.2025 CET/CEST This Corporate News was distributed by EQS Group.
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: AT0000A3EPA4
WKN: A118Z8
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt,
Munich, Stuttgart, Tradegate Exchange; BX, SIX, Vienna Stock
Exchange (Vienna MTF)
EQS News ID: 2146498
End of News EQS News Service
2146498 28.05.2025 CET/CEST
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