25.05.2023 17:45:20
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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 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 amsOSRAM AG on Friday, June 23, 2023 at 10.00 a.m. at the Companys premises at A-8141 Premstaetten, Tobelbader Straße 30.
AGENDA
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
II. DOCUMENTS FOR THE GENERAL MEETING (section 106 no. 4 AktG) In particular, the following documents will be accessible on the Companys website amsosram.com/de/about-us/investor-relations/general-meeting as of June 2, 2023 at the latest:
each of the above for the business year 2022;
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:
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)
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:
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: 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 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 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
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 amsOSRAM 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@amsosram.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.
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 amsOSRAM AG, A8141 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 (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.
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 amsOSRAM 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). amsOSRAM 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 amsOSRAM 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.
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 Companys 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 amsOSRAM 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 agm@ams-osram.com.
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.
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 Companys 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
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 |
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1642167 25.05.2023 CET/CEST
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