EQS-News: ams-OSRAM AG: Convocation of the Annual General Meeting of ams-OSRAM AG | Brandaktuell - Nachrichten aus allen Bereichen

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

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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

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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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