Convocation of the Annual General Meeting

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

17.05.2024 / 14:41 CET/CEST
The issuer is solely responsible for the content of this announcement.

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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.

V. INFORMATION ON THE RIGHTS OF SHAREHOLDERS PURSUANT TO SEC.S 109, 110, 118
AND 119 AKTG

  1. Additions to the agenda by shareholders in accordance with sec. 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
24 May 2024 (24:00 Vienna time) to the Company's address at ams-OSRAM AG,
att. Dr. Franz Fazekas / Legal Department, Tobelbader Straße 30, 8141
Premstaetten, Austria, or by e-mail with qualified electronic signature to
the e-mail address 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 AT0000A18XM4 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 sec. 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
    sec. 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 5, 2024 (24:00 Vienna time) to the Company either via
mail to ams-OSRAM AG, att. Dr. Franz Fazekas / Legal Department, Tobelbader
Straße 30, 8141 Premstaetten, Austria, or by e-mail to the e-mail address
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
sec. 13 para 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 sec. 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 sec. 110 para 1 AktG for the election of
Supervisory Board members, together with the declarations pursuant to sec.
87 para 2 AktG for each person proposed, must be received by the Company in
text form by June 5, 2024 at the latest and must be made available by the
Company on the Company's website
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 sec. 110 (2) sentence 2 AktG

The Company provides the following information on agenda item 6 "Elections
to the Supervisory Board" and the possible submission of a corresponding
election proposal by shareholders in accordance with sec. 110 AktG:

In accordance with sec. 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 sec. 110 (1) of the Austrian Labor Constitution Act.

sec. 86 (7) AktG is applicable to ams-OSRAM AG.

It is announced that an objection pursuant to § 86 para 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 § 86 para 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 sec. 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
sec. 86 (7) AktG has therefore been met to date.

If shareholders submit nominations for election under agenda item 6
"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 Dr. Margarete Haase and Brigitte Ederer
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 § 86 (7) AktG.

4. Shareholders' right to information in accordance with sec. 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 sec. 19 (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 agm@ams-osram.com.

  5. Motions by shareholders at the Annual General Meeting in accordance
    with sec. 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 sec. 119 (3) AktG.

However, a shareholder motion on agenda item 6 "Elections to the Supervisory
Board" requires the timely submission of a resolution proposal in accordance
with sec. 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 5, 2024 at the latest. Each nomination must
be accompanied by a declaration pursuant to sec. 87 para 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 sec. 110 para 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 sec. 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
(sec. 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
(sec. 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 Premstätten

E-mail: 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 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 998,443,942.00 and is divided into 998,443,942 no-par
value bearer shares. Each share grants one vote at the Annual General
Meeting. The Company held 9,418,456 treasury shares per April 30, 2024. The
Company is not entitled to any rights from treasury shares. The total number
of voting rights therefore amounted to 989,025,486 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.

Premstätten, May 2024

The Management Board


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17.05.2024 CET/CEST 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 Berlin, Dusseldorf,
                   Frankfurt, Munich, Stuttgart, Tradegate Exchange; BX,
                   SIX, Vienna Stock Exchange (Vienna MTF)
   EQS News ID:    1906103

End of News EQS News Service
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1906103 17.05.2024 CET/CEST