Invitation to the Annual General Meeting OSRAM Licht AG of OSRAM Licht AG, on February 27, 2014

www.osram-licht.com www.osram-licht.com

Marcel-Breuer-Straße 6 80807 Munich Germany Phone +49 89 6213-0 Fax +49 89 6213-2020

OOSR-HV_EinladgDinlang_US.inddSR-HV_EinladgDinlang_US.indd 1-21-2 009.01.149.01.14 16:1716:17 PProzessfarberozessfarbe CyanCyanPProzessfarberozessfarbe MagentaMagentaPProzessfarberozessfarbe GelbGelbPProzessfarberozessfarbe SchwarzSchwarz Dear Shareholders,

We hereby invite you to the

Annual General Meeting of OSRAM Licht AG

to be held at the Olympiahalle in the Olympiapark, Coubertinplatz, 80809 Munich, Germany, on Thursday, February 27, 2014, starting at 10:00 a.m.

3 Agenda

1. Presentation of the adopted annual financial Carried forward statements, the approved consolidated financial to new account: €10,438,746.20 statements, and the combined management report for OSRAM Licht AG and the Group for fiscal year 2012/2013, including the explanatory report on the Net retained profits: €10,438,746.20 information in accordance with sections 289(4) and (5) and 315(4) of the Handelsgesetzbuch (HGB— German Commercial Code) as per September 30, 3. Resolution on the approval of the actions of the 2013, plus the report of the Supervisory Board, the members of the Managing Board for fiscal year corporate governance report, and the remuneration 2012/2013 report for fiscal year 2012/2013. The Supervisory Board and the Managing Board The above-mentioned documents are available on propose that the actions of the members of the our website at www.osram-licht.com/agm and may Managing Board in office in fiscal year 2012/2013 be inspected in our business premises at the be approved for this period. registered office of OSRAM Licht AG, Marcel- Breuer-Str. 6, 80807 Munich. They will also be 4. Resolution on the approval of the actions of the mailed to shareholders on request. In addition, members of the Supervisory Board for fiscal year these documents will be available at the general 2012/2013 meeting, where they will be explained in more detail. The Supervisory Board and the Managing Board propose that the actions of the members of the The Supervisory Board has already approved the Supervisory Board in office in fiscal year 2012/2013 annual financial statements prepared by the be approved for this period. Managing Board and the consolidated financial statements; the annual financial statements have 5. Resolution on the appointment of the auditor of the thus been adopted (section 172 of the Aktiengesetz annual financial statements and consolidated (AktG—German Stock Corporation Act)). For this financial statements as well as the auditor to review reason, the General Meeting does not have to the interim financial statements resolve on Agenda Item 1. Based on the recommendation of the Audit 2. Resolution on the appropriation of OSRAM Licht Committee, the Supervisory Board proposes that AG’s net retained profits Ernst & Young GmbH Wirtschaftsprüfungs- gesellschaft, Stuttgart, be appointed The Supervisory Board and the Managing Board propose that OSRAM Licht AG’s net retained profits for the expired fiscal year 2012/2013 of €10,438,746.20 be appropriated as follows:

4 5 a) as the auditor of the annual financial statements following proposals are based on the recommenda- and consolidated financial statements for fiscal tion of the Nomination Committee of the Supervi- year 2013/2014 sory Board and take account of the objectives resolved by the Supervisory Board on September and 30, 2013, with regard to its composition.

b) as the auditor to review the interim financial The goal is to have identical terms of office for the statements and the interim financial report shareholder representatives and the employee (sections 37w, 37y of the Wertpapierhandels- representatives on the Supervisory Board. The gesetz (WpHG—German Securities Trading employee representatives on the Supervisory Act)) for the first half of fiscal year 2013/2014. Board were appointed by the Munich Local Court on August 30, 2013; their term of office expires at 6. Resolution on the election of new members of the the end of the 2018 annual general meeting. The Supervisory Board new term of office of the shareholder representatives on the Supervisory Board should run until the The term of office of all shareholder representatives same date. The Supervisory Board therefore on the Supervisory Board elected by the extraordi- proposes that the shareholder representatives on nary general meeting on June 14, 2013, expires at the Supervisory Board now required to be the end of the annual general meeting on February appointed are appointed until the end of the general 27, 2014, necessitating the election of new meeting that resolves on the approval of the actions members. of the Supervisory Board for fiscal year 2016/2017.

In accordance with sections 96(1) and 101(1) of the The Supervisory Board proposes that the persons AktG and section 7(1) sentence 1 no. 1 of the named below under 1) through 6) be elected as Gesetz über die Mitbestimmung der Arbeitnehmer shareholder representatives on the Supervisory (MitbestG—German Act on the Co-determination of Board with effect from the end of the general Employees) as well as Article 7(1) of the Articles of meeting. The shareholder representatives are Association, the Supervisory Board consists of elected for a term expiring at the end of the general twelve members, six of whom are elected by the meeting resolving on the approval of the actions of general meeting (shareholder representatives on the Supervisory Board members for the third fiscal the Supervisory Board) and six of whom are year after the start of their term of office. The fiscal elected in accordance with the MitbestG (employee year in which the term of office begins is not representatives on the Supervisory Board). included.

The general meeting is not bound to follow the proposals made for the election of shareholder representatives on the Supervisory Board. The

6 7 (1) Peter Bauer, Munich, 7. Approval of the system for the compensation of Independent management consultant, members of the Managing Board

(2) Dr. Christine Bortenlänger, Pullach, In accordance with section 120(4) of the AktG, the Chief Executive of Deutsches Aktieninstitut general meeting may resolve on the approval of the e.V., system for the compensation of members of the Managing Board, but without thereby giving rise to (3) Dr. Roland Busch, Erlangen, rights and obligations. Member of the Managing Board of Siemens Aktiengesellschaft, The resolution on this agenda item relates to the remuneration system currently in place at OSRAM (4) Dr. Joachim Faber, Grünwald, Licht AG, which will also be the basis for fixing the Chairman of the Supervisory Board of level of Management Board compensation in fiscal Deutsche Börse AG, year 2013/2014. This is outlined in the remuneration report that is reproduced as part of the 2012/2013 (5) Prof. Lothar Frey, Erlangen, management report in the 2012/2013 Annual Professor at the University of Erlan- Report. This can be downloaded from the website gen-Nuremberg and head of the Fraunhofer www.osram-licht.com/agm and inspected at the Institute IISB, business premises of OSRAM Licht AG, Marcel- Breuer-Str. 6, 80807 Munich. A copy of the docu- (6) Frank (Franciscus) H. Lakerveld, ments will also be mailed to shareholders on Düsseldorf, request. In addition, the documents will be available Member of the Supervisory Board of at the general meeting, where they will be explained Sonepar S.A. in more detail.

It is intended that the general meeting will hold The Supervisory Board and Managing Board separate ballots for each new member of the propose that the system for the compensation of Supervisory Board to be elected. members of the Managing Board be approved.

The following point should be noted in accordance 8. Amendment of the provision in the Articles of with item 5.4.3 sentence 3 of the German Corporate Association giving Supervisory Board compensation Governance Code: The Supervisory Board and Managing Board In the event of his election to the Supervisory propose that the Supervisory Board compensation Board, Peter Bauer is to be nominated as chairman stipulated in the Articles of Association of OSRAM of the Supervisory Board. Licht AG be adjusted with effect from April 1, 2014.

For more information on the nominees for the As there are plans to significantly reduce the shareholder representatives on the Supervisory compensation of members of the Supervisory Board, please see the information relating to Board of OSRAM GmbH at the same time, also Agenda Item 6 in the section entitled “Additional 8 Information on the Agenda Items” below. 9 with effect from April 1, 2014, the total Supervisory ”§ 12 Compensation Board compensation to be paid by OSRAM Licht AG and OSRAM GmbH will remain stable. (1) The members of the Supervisory Board shall For the members of the Supervisory Board of receive a basic compensation of €65,000 for OSRAM Licht AG, all of whom are simultaneously the fiscal year of the Company concerned; members of the Supervisory Board of OSRAM the chairman of the Supervisory Board shall GmbH, this therefore essentially involves a shift in receive a basic compensation of €120,000 the compensation to the level of OSRAM Licht AG, for the fiscal year of the Company with total compensation remaining stable and the concerned, and each vice-chairman shall compensation for the committees being adjusted. receive €100,000.

The proposed amendments are designed to take (2) In addition, the following compensation is account of the changes in the work of the members paid in each case for services on the of the Supervisory Boards of OSRAM Licht AG and following committees of the Supervisory OSRAM GmbH. Following the spin-off of the Board: OSRAM Group from Siemens AG and the listing of the OSRAM shares, the work of the Supervisory (a) €50,000 to the chairman of the Audit Board of OSRAM Licht AG has become signifi- Committee; €15,000 to every other cantly more important and more time-consuming. member of the Audit Committee; This Supervisory Board has also adjusted its committee structures and, among other things, has (b) €20,000 to the chairman of the Executive established a new Strategy and Technology Committee; €10,000 to every other Committee and has dissolved the Compliance member of the Executive Committee; Committee, assigning its functions to the Audit Committee. In contrast, the Supervisory Board of (c) €15,000 to the chairman of the Strategy OSRAM GmbH, which was the parent of the and Technology Committee; €10,000 to OSRAM Group until the spin-off became effective, every other member of the Strategy and now no longer performs any Group-wide tasks for Technology Committee. the OSRAM Group since it is a governing body of a subsidiary of OSRAM Licht AG. Consequently, the (3) The aggregate additional compensation for former working structures and remuneration rules activities in Supervisory Board committees in for the Supervisory Board of OSRAM Licht AG accordance with subsection 2 above is need to be adjusted. capped at €50,000 for the chairman of the Audit Committee, €22,500 for the chairman The Supervisory Board and Managing Board of any other remunerated committee, and propose that the following resolution be adopted: €15,000 for all other members of the Super- visory Board. The highest limit applicable to Article 12 of OSRAM Licht AG’s Articles of Associa- the individual Supervisory Board member tion shall be amended to read as follows: concerned is applied in each case.

10 11 (4) Members of the Supervisory Board who the Company shall reimburse each member have not belonged to the Supervisory Board of the Supervisory Board their out-of-pocket or a committee or not had the chair of the expenses as well as the value added tax Supervisory Board or a committee during a charged on the member’s total compensa- full fiscal year will receive compensation tion and expenses. proportionately, with periods being rounded up to full months. If a member of the Super- (8) The provisions of subsections 1 through 7 visory Board does not attend a meeting of above are applicable to the period as from the Supervisory Board, one-third of the total April 1, 2014.” compensation to which the member is entitled under subsections 1 through 3 is reduced on a percentage basis in line with the ratio of meetings of the Supervisory Board that took place in the fiscal year to the meetings of the Supervisory Board which the member of the Supervisory Board did not attend.

(5) The compensation is payable after the end of the general meeting at which the annual financial statements for the previous fiscal year are submitted or which resolves on the approval thereof.

(6) In addition, the members of the Supervisory Board shall receive an attendance fee of €500 for each meeting of the Supervisory Board and its committees which they attend.

(7) The members of the Supervisory Board shall be included in a directors’ and officers’ liability insurance taken out by the Company in its interests in an appropriate amount for board members and certain employees of the OSRAM Group, to the extent that such a policy exists. The Company shall pay the premiums for the insurance. Furthermore,

12 13 Additional Information on the Agenda Items • 1999-2008: Infineon Technologies AG, Neubiberg—Member of the Management Information about the Supervisory Board candi- Board dates proposed for election in Agenda Item 6: • 2008-2012: Infineon Technologies AG, 1) Peter Bauer, Munich Neubiberg—Management Board Spokesman

Independent management consultant Membership in other domestic supervisory boards whose establishment is required by Personal data: law:

Date of birth: June 22, 1960 • Kontron AG, Eching

Place of birth: Munich • OSRAM GmbH, Munich

Education: 2) Dr. Christine Bortenlänger, Pullach

• Degree in electrical engineering from Munich Chief Executive of Deutsches Aktieninstitut e.V. University Personal data: Professional career: Date of birth: November 17, 1966 • 1986-1993: Siemens Aktiengesellschaft, Berlin and Munich—Development engineer in Place of birth: Munich the Electronic Semiconductors department Education: • 1993-1996: Siemens Aktiengesellschaft, Berlin and Munich—Head of the Chipcard • Bank apprenticeship and ID System ICs unit • Business administration degree and • 1996-1998: Siemens Aktiengesellschaft, doctorate from Munich University Berlin and Munich—Vice President and General Manager of Siemens Semiconductor Professional career: Microcontroller ICs; Head of the Microcom- puter IC segment • 1996-1997: Bayerische Landesbank, Munich—Project manager, Electronic • 1998-1999: Siemens Microelectronics, Inc., Business Networking/Electronic Commerce Cupertino, USA—President and CEO

14 15 • 1997-1998: Dr. Seebauer & Partner business 3) Dr. Roland Busch, Erlangen, consultants, Munich—Senior consultant and project manager for strategic and organiza- Member of the Managing Board of Siemens tional projects in the financial services sector Aktiengesellschaft

• 1998-2000: Munich Stock Exchange, Personal data: Munich—Deputy Managing Director, responsible for marketing and public relations Date of birth: November 22, 1964

• 2000-2012: Munich Stock Exchange, Place of birth: Erlangen Munich—Managing Director Education: • 2000-2012: Bayerische Börse Aktienge- sellschaft, Munich—Member of the Executive • Studied physics at Friedrich Alexander Board responsible for marketing and sales, University in Erlangen-Nuremberg and the press and public relations, business develop- University of Grenoble, France ment, organization, and IT • Doctorate from Friedrich Alexander Univer- • Since 2012: Deutsches Aktieninstitut e.V., sity in Erlangen-Nuremberg, Dipl.-Phys., Dr. Frankfurt/Main—Chief Executive rer. nat.

Membership in other domestic supervisory Professional career: boards whose establishment is required by law: • 1994: Siemens Aktiengesellschaft, Corporate Research and Development Department, • ERGO Versicherungsgruppe Aktienge- Erlangen—Project Manager sellschaft, Düsseldorf • 1995-1998: Automotive Systems Sector, • SGL Carbon SE, Wiesbaden Regensburg, Strategic Planning—Expert in fuel cell technology; from 1997: also Assis- • TÜV Süd Aktiengesellschaft, Munich tant to the Sector Executive Management

• Senate of the Fraunhofer Society • 1998-2001: Process and Information Management—Head of Central Quality and • OSRAM GmbH, Munich Internal Consulting

• 2001-2002: Integration of VDO with Siemens VDO Automotive AG—Head of Strategy and Consulting

16 17 • 2002-2005: Head of the Infotainment Solu- Personal or business relationships with tions Division OSRAM Licht AG or its Group companies, the governing bodies of OSRAM Licht AG or a • 2005-2007: Siemens VDO Automotive Asia major shareholder of OSRAM Licht AG: Pacific Co. Ltd., Shanghai, China—President and CEO • Member of the Managing Board of Siemens Aktiengesellschaft, Berlin and Munich • 2007-2008: Transportation Systems Sector, Erlangen—Head of Mass Transit Division 4) Dr. Joachim Faber, Grünwald

• 2008-2011: Corporate Development Depart- Chairman of the Supervisory Board of Deutsche ment, Munich—Head of Corporate Strategies Börse AG

• 2011-2013: Member of the Managing Board Personal data: of Siemens Aktiengesellschaft Date of birth: May 10, 1950 Membership in other domestic supervisory boards whose establishment is required by Place of birth: Giessen law: Education: • OSRAM GmbH, Munich • Law degree from Bonn University Membership in comparable domestic or foreign controlling bodies of business enter- • Doctorate from the University of Administra- prises: tive Sciences in Speyer, Dr. rer. publ.

• Atos S.A., France Professional career:

• Siemens Ltd., China (Chairman) • 1983-1992: Citibank AG, Frankfurt/Main

• Siemens Ltd., India • 1992-1997: Citibank International PLC, London—Head of Capital Markets Business • Siemens Middle East Limited, United Arab Europe, North America, and Japan Emirates • 1997-1999: Allianz Versicherung AG, • Siemens Schweiz AG, Switzerland Munich—Member of the Managing Board (Chairman) • 2000-2011: Allianz SE, Munich—Member of the Managing Board

18 19 Membership in other domestic supervisory Education: boards whose establishment is required by lawof German companies: • Physics degree

• Deutsche Börse Aktiengesellschaft, Frank- • Doctorate from the University of Würzburg, furt/Main (Chairman) Dr. rer. nat.

• OSRAM GmbH, Munich • Post-doctoral studies (Habilitation) at the University of Erlangen-Nuremberg Membership in comparable domestic or foreign controlling bodies of business enter- Professional career: prises: • 1989-1993: Fraunhofer Integrated Circuits • Shareholders’ Committee of Joh. A. Benck- Workgroup—Head of Analytics and Instru- iser s.à.r.l., Luxembourg (Chairman) mentation, Erlangen

• Coty Inc., New York • 1993-2005: University of Erlangen-Nurem- berg, Erlangen—Head of the Cleanroom • HSBC Holding plc Laboratory

• Board of Directors of Allianz France, SA, • 1997-2005: Fraunhofer Institute, Erlangen— France Head of the Semiconductor Technology Department • Board of Allianz Investment Management • 2005-2006: Infineon AG, Dresden—Work on 5) Prof. Dr. Lothar Frey, Erlangen the predevelopment of new materials for transistors Professor at the University of Erlangen-Nuremberg and head of the Fraunhofer Institute IISB • 2006-2008: Technical University Mining Academy, Freiberg—Professor Personal data: • Since 2008: University of Erlangen-Nurem- Date of birth: June 7, 1958 berg, Erlangen—Professor (holder of the Chair of Electronic Devices) and Head of the Place of birth: Würzburg Fraunhofer Institute IISB

20 21 Membership in other domestic supervisory • 2003-2011: Sonepar S.A., Paris, France— boards whose establishment is required by Member of the Management Board and law: Chief Operating Officer

• OSRAM GmbH, Munich Membership in other domestic supervisory boards whose establishment is required by 6) Frank (Franciscus) H. Lakerveld, law: Düsseldorf • OSRAM GmbH, Munich Member of the Supervisory Board of Sonepar S.A. Membership in comparable domestic or Personal data: foreign controlling bodies of business enter- prises: Date of birth: December 5, 1947 • Aliaxis S.A., Brussels, Belgium Place of birth: Gouda, Netherlands • Technische Unie, Amstelveen, Netherlands Education: • Supervisory Board Sonepar S.A., Paris, • Various masters courses in economics, France including at the Rotterdam and Utrecht business schools Total number of shares and voting rights

Professional career: At the time of giving notice of the general meeting, the Company has a total of 104,689,400 no-par value • 1974-1984: I.D.N. GmbH, Ouderkerk a/d shares carrying participation and voting rights, each Yssel, Netherlands—Managing Director entitling the holder to one vote. The total number of voting rights is therefore 104,689,400. At the time of • 1984-1989: Monster GmbH, Gorinchem, giving notice of the general meeting, each of the total Netherlands—Managing Director figures above include 187,576 treasury shares held by the Company, from which it does not derive any rights. • 1989-1995: Snikkers GmbH, Strijen, Nether- lands—Managing Director Information on attendance

• 1994-1995: Otra Niederlande, Amstelveen, Registration for the general meeting Netherlands—Managing Board member Those shareholders who have submitted timely • 1995-2011: Sonepar Deutschland GmbH, notification of attendance and who are recorded as the Düsseldorf—Chairman of the Managing shareholders of the relevant shares in the Company’s Board share register at the time of the general meeting are

22 23 entitled to attend the general meeting and exercise but which are recorded under their name in the voting rights. Registrations must be received by the Company’s share register, only on the basis of an Company in text form (see section 126b of the Bürger- authorization by the shareholder concerned. liches Gesetzbuch (BGB–German Civil Code)) in German or English by no later than Blocks of admission tickets and voting cards will be issued to the shareholders entitled to attend or their 12:00 p.m. (CET) on Thursday, February 20, 2014 proxies.

at the following address: Free disposability of shares and technical record date OSRAM Licht AG Hauptversammlung 2014 A shareholder’s registration to attend the general c/o Computershare Operations Center meeting will not result in his or her shares being 80249 Munich blocked, i.e., even after registering, shareholders can GERMANY still dispose of their shares without any restriction. The right to attend and vote is determined on the basis of or by fax to: the number of shares entered in the Company’s share +49 89 30903-74675 register on the date of the general meeting. This number will correspond to the number of shares or by email to: registered at the end of the closing date for the registra- [email protected] tion period, since instructions to amend the Company’s share register received from February 21, 2014, up to In addition, the Company offers its shareholders the and including February 27, 2014, will only be opportunity to register online through the shareholder processed and taken into account with effect from portal, which is accessible at www.osram-licht.com/agm. after the general meeting on February 27, 2014. The The access data required for this portal will be mailed technical record date is therefore 12:00 p.m. (CET) on to shareholders together with the invitation. February 20, 2014.

Further information on the registration procedure is Procedure for voting by proxy provided on the registration form (which may also be used to appoint a proxy and issue instructions to the Shareholders of record may also be represented at the proxies designated by the Company) mailed to share- general meeting and exercise their voting rights via a holders with the letter of invitation, as well as online in proxy, e.g., a credit institution or a shareholders’ the shareholder portal. association. If a shareholder appoints more than one person to serve as their proxy, the Company may Credit institutions, shareholders’ associations and reject one or more of these persons. In the case of persons, institutions, or companies given an equal proxies, too, timely registration by the shareholder or status under section 135(8) or section 135(10) in the proxy must be ensured in accordance with the conjunction with section 125(5) of the AktG may provisions set out in the section entitled “Registration exercise voting rights for shares not owned by them, for the general meeting” above.

24 25 Proxy instruments, revocation of proxies, and proof appointed as a proxy, there is no text form require- that proxies have been granted submitted to the ment. In accordance with the relevant legal provisions, Company must be in text form (section 126b of the in these cases the authorization must be granted to a BGB) if neither a credit institution nor a shareholders’ specific proxy and must be documented by the proxy association nor any other persons, institutions, or in a verifiable form. Furthermore, the proxy declaration companies granted equal status under section 135(8) must be complete and may contain only statements or section 135(10) in conjunction with section 125(5) of relating to the exercise of voting rights. Accordingly, if the AktG have been appointed. you intend to authorize a credit institution, a shareholders’ association, or other persons, institutions, or Shareholders can use the form mailed with the letter of companies granted equal status under section 135(8) invitation and made accessible at www.osram-licht.com/ or section 135(10) in conjunction with section 125(5) of agm to appoint a proxy. In addition, the Company the AktG, please agree on the form of proxy with those offers its shareholders the opportunity to appoint institutions, persons, or companies. However, in proxies via the shareholder portal, which is accessible accordance with section 135(7) of the AktG, a violation at www.osram-licht.com/agm. The access data of these and certain other requirements set out in required for this portal will be mailed to shareholders section 135 of the AktG relating to the appointment as with the invitation. a proxy of a credit institution, a shareholders’ association, or other persons, institutions, or companies There are other ways of appointing proxies, but these granted equal status under section 135(8) or section must likewise satisfy the text form requirement (section 135(10) in conjunction with section 125(5) of the AktG 126b of the BGB) if neither a credit institution nor a shall not affect the validity of their voting. shareholders’ association nor other persons, institutions, or companies granted equal status under As a service for its shareholders, the Company has section 135(8) or section 135(10) in conjunction with additionally appointed the OSRAM employees Carola section 125(5) of the AktG are appointed. Endres and Jochen Berner as proxies, whom you may also authorize to cast votes. The proxies appointed by We offer our shareholders the opportunity to also send the Company will exercise their voting rights solely in declarations of the appointment of proxies, proof of accordance with the instructions issued by the share- authorization to be submitted to the Company, and any holders. Proxy instruments must be granted and revocations of proxies by mail, e-mail, or fax to the instructions to the Company-appointed proxies issued address, e-mail address, or fax number provided by no later than 12:00 p.m. (CET) on Wednesday, under “Registration for the general meeting” above. February 26, 2014 (time of receipt) by mail, e-mail, or However, proof of proxy can also be furnished by the fax to the address, e-mail address, or fax number proxy at the entry control point on the day of the mentioned under “Registration for the general meeting” general meeting. above. Please use the form enclosed with the registration documents and made accessible at If a credit institution, a shareholders’ association or www.osram-licht.com/agm in this regard. Alternatively, other persons, institutions, or companies granted you can send the proxy instrument and instructions to equal status under section 135(8) or section 135(10) in the Company-appointed proxies, also by no later than conjunction with section 125(5) of the AktG have been

26 27 12:00 p.m. (CET) on Wednesday, February 26, 2014, Further information on the proxy voting procedure is via the shareholder portal, which is accessible at provided on the registration form mailed to shareholders www.osram-licht.com/agm. Instructions given may with the letter of invitation. also be changed up to 12:00 p.m. (CET) on February 26, 2014, via the shareholder portal. After the end of Queries, motions, proposals for election, and February 26, 2014, shareholders will only be able to requests for information appoint proxies and issue instructions to the Compa- ny-appointed proxies by completing the form enclosed (Information on shareholders’ rights in accord- with the block of voting cards and submitting it at the ance with sections 122(2), 126(1), 127, and 131(1) designated desk by no later than the end of the of the AktG) general debate at the general meeting. Motions for additions to the agenda in accord- Even when the Company-nominated proxies are ance with section 122(2) of the AktG appointed, timely registration must be ensured in accordance with the provisions of the section entitled Shareholders whose shares when taken together “Registration for the general meeting” above. amount to one-twentieth of the share capital or a proportionate interest of €500,000 (corresponding to It is important to pay due regard to the fact that the 500,000 shares) may require items to be placed on the proxy instruments only authorize the Company-ap- agenda and published. Each new item must be pointed proxies to represent shareholders for voting accompanied by the reasons for it or by a proposed purposes if and insofar as the proxies were issued with resolution. The notice requiring the new item to be explicit and clear instructions about individual items on added must be submitted in writing to the Managing the agenda. In the absence of explicit or clear instruc- Board of OSRAM Licht AG and must be received by tions, proxies shall abstain from voting on the item the Company no later than 12:00 p.m. (CET) on concerned. The proxies are obligated to vote as Monday, January 27, 2014. Please use the following instructed. If separate ballots are held on an agenda address to submit your requests: item without this being communicated prior to the general meeting, an instruction for this agenda item as Managing Board of OSRAM Licht AG a whole shall be taken to apply accordingly to each Marcel-Breuer-Str. 6 separate ballot item. The Company-appointed proxies 80807 Munich, Germany. may not accept instructions on procedural motions or other motions or proposals for election not announced Unless already made public at the time of the notice of in advance; they will also not accept instructions to general meeting, additions to the agenda requiring speak, to file objections to resolutions by the general publication will be published immediately on receipt in meeting, to ask questions, or to put forward motions. the Bundesanzeiger (Federal Gazette) and submitted Personal attendance by a shareholder or an authorized for publication to those media as may be expected to third party at the general meeting will automatically be disseminate the information throughout the European considered as revoking the proxy instrument and Union as a whole. In addition, such requests will be instructions previously given to the Company-ap- published on the Internet at www.osram-licht.com/agm pointed proxy. and communicated to the shareholders in accordance with section 125(1) sentence 3 of the AktG. 28 29 Countermotions to proposals and proposals for of the AktG). In accordance with section 127 sentence election in accordance with sections 126(1) and 1 of the AktG in conjunction with section 126(2) of the 127 of the AktG AktG, there are other reasons why proposals for election need not be made available on the website in In addition, shareholders may submit to the Company certain cases. In all other respects, the requirements countermotions to proposals by the Managing Board and rules for making motions available apply accord- and/or Supervisory Board on specific agenda items as ingly. well as proposals for the election of Supervisory Board members or auditors. The right of every shareholder to put forward countermotions or make proposals for election on the various In accordance with section 126(1) of the AktG, motions items on the agenda during the general meeting, by shareholders including the shareholder’s name, the without previously submitting them to the Company, reasons for the motion, and any statement by the remains unaffected. Please note that countermotions management shall be made available to the persons or proposals for election submitted in advance to the entitled under section 125(1) through (3) of the AktG Company by the specified deadline will only be given (shareholders requesting this information, among consideration at the general meeting if they are put others) under the conditions stated therein if at least 14 forward verbally at the meeting. days before the general meeting the shareholder sends the Company, at the address provided below, a All motions (including the reasons for them) or countermotion to a proposal by the Managing Board proposals for election by shareholders in accordance and/or Supervisory Board concerning a specific item with sections 126(1) and 127 of the AktG must be sent on the agenda, stating the reasons for it. The day of solely to the address below: receipt and the day of the general meeting shall not be taken into account. The last possible time of receipt is OSRAM Licht AG therefore 12:00 p.m. (CET) on Wednesday, February Hauptversammlung 2014 12, 2014. A countermotion need not be made available c/o Computershare Operations Center if one of the exclusions set out in section 126(2) of the Prannerstraße 8 AktG is applicable. The reasons also need not be 80333 Munich made available if they exceed 5,000 characters in the GERMANY aggregate. Fax: +49 (0)89 / 6213-3629 or e-mailed to: [email protected] Reasons need not be given for proposals for election made by shareholders in accordance with section 127 Motions and proposals for election by shareholders to of the AktG. Proposals for election will only be made be made available (including the shareholder’s name available if they include the name, profession, and and—in the case of motions—the reasons for them) will place of residence of the nominee plus, in the case of be made available on the Company’s website on an election of members of the Supervisory Board, receipt at www.osram-licht.com/agm. Any statements information about their membership of other statutory by the management will also be made available at the supervisory boards (see section 127 sentence 3 in web address mentioned above. conjunction with sections 124(3) and 125(1) sentence 5

30 31 Right to information in accordance with section Website on which the notice of the general 131(1) of the AktG meeting and the information in accordance with section 124a of the AktG are available Every shareholder or shareholder representative present at the general meeting may request from the The notice concerning the general meeting, together Managing Board information on matters concerning with the information and explanations required by law, is the Company, the legal and business relationships also accessible on our website, www.osram-licht.com/ between the Company and its affiliated companies, agm, which additionally contains the information and the situation of the Group and the Company’s required by section 124a of the AktG. consolidated subsidiaries, to the extent that the information is necessary to make an informed judg- The voting results will be made available at the same ment about an item on the agenda. address after the general meeting.

The information provided must comply with the The notice of the general meeting has been submitted principles of a true and faithful account. The Managing for publication to those media as may be expected to Board may refuse to answer individual questions for disseminate the information throughout the European the reasons stated in section 131(3) of the AktG. Union as a whole.

Additional explanations

Explanations regarding shareholders’ rights in accordance with sections 122(2), 126(1), 127, and 131(1) of the AktG are also provided on the Company’s website at www.osram-licht.com/agm. Munich, January 2014 Live broadcast of the speeches by the Chairman of the Supervisory Board and by the Managing OSRAM Licht AG Board The Managing Board The speeches given by the Chairman of the Supervi- sory Board and by the Managing Board at the begin- ning of the general meeting will be broadcast live over the Internet. The speeches given by the Managing Board will be available as a recording after the general meeting at www.osram-licht.com/agm. This version of the Notice of Annual Shareholders’ Meeting, prepared for the convenience of English-speaking readers, is a translation of the German original. For purposes of interpretation the German text shall be authoritative and final.

32 33 OOSR-HV_EinladgDinlang_US.inddSR-HV_EinladgDinlang_US.indd 3-43-4 009.01.149.01.14 16:1716:17 PProzessfarberozessfarbe CyanCyanPProzessfarberozessfarbe MagentaMagentaPProzessfarberozessfarbe GelbGelbPProzessfarberozessfarbe SchwarzSchwarz www.osram-licht.com www.osram-licht.com

Invitation to the Annual General Meeting OSRAM Licht AG of OSRAM Licht AG, on February 27, 2014

Marcel-Breuer-Straße 6 80807 Munich Germany Phone +49 89 6213-0 Fax +49 89 6213-2020