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EQS-News: ams-OSRAM AG / Key word(s): AGM/EGM
Convocation of the Annual General Meeting
2024-05-17 / 14:41 CET/CEST
The issuer is solely responsible for the content of this announcement.
ams-OSRAM AG
Premstätten, FN 34109 k
ISIN AT0000A18XM4
("Company")

Convocation
of the Annual General Meeting

We hereby invite our shareholders to attend the
Annual General Meeting of ams-OSRAM AG
on Friday, June 14, 2024, at 10:00 a.m, on the Company's premises
in 8141 Premstätten, 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 and the report of the Supervisory Board for the 2023 financial year
2. Resolution on the discharge of the members of the Management Board for the 2023 financial year
3. Resolution on the discharge of the members of the Supervisory Board for the 2023 financial year
4. Election of the auditor and group auditor for the 2024 financial year
5. Resolution on the Remuneration Report
6. Elections to the Supervisory Board
7. Resolution on the re-division of the Company's share capital by means of a reverse share split at a ratio
of 10 : 1 (ten shares to one share), so that 10 (ten) existing no-par value shares in the Company are merged into 1
(one) no-par value share in each case
8. Resolution on the authorization of the Management Board to issue financial instruments within the meaning
of sec. 174 AktG, in particular convertible bonds or participating bonds, which may provide for subscription to and
/or conversion into shares of the Company, including the exclusion of shareholders' subscription rights to these
financial instruments, revoking the existing authorization of June 23, 2023
9. Resolution on the conditional increase of the Company's share capital pursuant to
sec. 159 para 2 no. 1 AktG for the issue to creditors of financial instruments, revoking the existing
existing conditional increase of the share capital of June 23, 2023
[Conditional capital 2024 for financial instruments]
10. Resolution on the amendment of the Articles of Association in Section 25 "Publications"

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 ams-osram.com/en/about-us/
investor-relations/general-meeting from May 24, 2024 at the latest in accordance with sec. 108 (3) and (4) AktG:
. Annual financial statements with management report,
. Corporate Governance Report,
. Consolidated financial statements with Group management report,
. Remuneration report,
. Report of the Supervisory Board,
in each case for the 2023 financial year;
. Declarations of the candidates for election to the Supervisory Board under agenda item 6 pursuant to sec.
87 (2) AktG, including curricula vitae;
. Report of the Management Board pursuant to §§ 174 (4) in conjunction with 153 (4) sentence 2 AktG on
agenda items 8 and 9;
. Proposed resolutions on agenda items 2 to 10;
. Forms for granting a power of attorney;
. Form for the revocation of a 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 4, 2024 (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 sec. 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 11, 2024 (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               AT0000A18XM4 in the text) 

ii. for the transmission of the safe custody receipt in text form, which the Articles of Association allow in
accordance with § 17 para 3

By e-mail: 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 saleability of the shares and has no significance for dividend entitlement.

Deposit certificate pursuant to sec. 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 (sec. 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 AT0000A18XM4 (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 4, 2024 (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 (sec. 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: 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 AT0000A18XM4 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 13, 2024 (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 ams-osram.com/en/about-us/
investor-relations/general-meeting from May 24, 2024 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 (sec. 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, substitute notary of public
notary Dr. Walter Pisk, 8010 Graz, Raubergasse 20, e-mail: pisk.ams-osram@hauptversammlung.at; a special proxy form is
available on the Company's website at ams-osram.com/en/about-us/investor-relations/general-meeting.

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