Elections to the Supervisory Board of OSRAM Licht AG
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Elections to the Supervisory Board of OSRAM Licht AG Nomination Process In preparation for the election of the shareholder representatives to the Supervisory Board at the Annual General Meeting of OSRAM Licht AG on February 20, 2018, the Supervisory Board has selected eligible candidates for election as shareholder representatives, following a careful process as outlined below. In two formal sessions and several informal consultation meetings, the Nomination Committee of the Supervisory Board of OSRAM Licht AG discussed the criteria on which the process would be based, and the selection of eligible candidates to be recommended to the Supervisory Board. As a first step, eligibility criteria for candidates were defined in the form of a requirements profile. These eligibility criteria are based on the targets for the composition of the Supervisory Board, as defined by the Supervisory Board on May 2, 2017, and take into account the skills profile set out in these targets as well as statutory provisions and the recommendations of the German Corporate Governance Code. In addition to the expertise, skills, and technical experience required to perform the tasks of the Supervisory Board of an international, capital-market-oriented lighting company, the eligibility criteria also place particular emphasis on requirements relating to the candidates’ independence, international expertise, available time, and number of roles on other Supervisory Board committees. The age limit for Supervisory Board candidates and the minimum required ratio of female candidates and male candidates as set out in section 96 (2) sentence 1 of the German Stock Corporation Act were also taken into account. The next step involved the identification of potential candidates for the Supervisory Board election based on the previously defined eligibility criteria. Candidates were asked to complete a questionnaire about their technical and personal qualifications and other defined eligibility criteria in order to facilitate a comparison with the requirements profile. In addition, face-to-face talks with the candidates were arranged. Based on this process, Dr. Margarete Haase and the existing members Peter Bauer, Dr. Christine Bortenlänger, Dr. Roland Busch, Prof. Dr. Lothar Frey and Frank H. Lakerveld were recommended to the Supervisory Board as candidates. This recommendation meets the specifications of the requirements profile and of the defined skills profile. Mr. Lakerveld reached the age of 70 on December 5, 2017, and thus exceeds the general limit of 70 years of age set out in the targets for the Supervisory Board com position. However, exceptions to this rule can be made in justified individual cases. The Nomination Committee is in favor of retaining Mr. Lakerveld as a Supervisory Board member for another term so that the work of the Supervisory Board can continue to benefit from his in-depth knowledge and experience of the lighting industry in the years ahead. Moreover, the Nomination Committee has recommended to the Supervisory Board that the shareholder representatives to be elected as Supervisory Board members be appointed for a term of office that expires at the end of the Annual General Meeting which resolves to approve the acts of management for the fourth fiscal year after the start of the term of office. In the opinion of the Nomination Committee, no substitute members should be appointed. Based on the discussions held and the resolutions adopted by the Supervisory Board at its meeting on November 28, 2017, the Supervisory Board proposes the following candidates to the Annual General Meeting for election, in accordance with the recommendation of its Nomination Committee: Proposal of candidates for the election of the shareholder representatives to the Supervisory Board Peter Bauer Munich Born June 22, 1960 in Munich Independent management consultant Nationality: German Chairman of the OSRAM Licht AG Supervisory Board since July 5, 2013 Appointed until the end of the Annual General Meeting on February 20, 2018 Career and key posts held in addition to Supervisory Board membership: Since 2013 Independent management consultant 2008-2012 Infineon Technologies AG, Neubiberg—Chairman of the Management Board and CEO 1999-2008 Infineon Technologies AG, Neubiberg—Member of the Management Board (including Sales and Marketing, International Companies, and business areas Automotive and Industry) 1998-1999 Siemens Microelectronics, Inc., Cupertino, USA—President and CEO and, in parallel, Head of global sales of Siemens Aktiengesellschaft, Semiconductor Division 1996-1998 Siemens Aktiengesellschaft, Berlin and Munich, Semiconductor Division—Head of business unit for Microcontrollers and Application-Specific ICs 1993-1996 Siemens Aktiengesellschaft, Berlin and Munich, Semiconductor Division—Head of the Chipcard and ID System ICs unit 1986-1993 Siemens Aktiengesellschaft, Berlin and Munich, Semiconductor division—Development engineer Education: Degree in electrical engineering from the Technical University of Munich (TUM) Expertise and experience relevant to the supervisory board role at OSRAM Licht AG: Thanks to his many years' experience on management boards/supervisory boards of international, publicly listed industrial companies, Peter Bauer has extensive experience in strategic and operational company management. Peter Bauer's education and career history provide the foundation for his in-depth knowledge of the technologies and industries of relevance to the OSRAM Group (semiconductors, automotive and light) and in sales. Mr. Bauer also has valuable expertise in committee work and matters of corporate governance. Membership of other statutory supervisory boards in Germany: Infineon Technologies AG, Neubiberg (listed company) OSRAM GmbH, Munich (OSRAM Group) Membership of similar supervisory bodies of commercial enterprises in Germany or abroad: Bragi GmbH, Munich Proposal of candidates for the election of the shareholder representatives to the Supervisory Board Dr. Christine Bortenlänger Pullach Born November 17, 1966 in Munich Chief Executive of the Deutsches Aktieninstitut e.V. Nationality: German Member of the OSRAM Licht AG Supervisory Board since August 27, 2013 Appointed until the end of the Annual General Meeting on February 20, 2018 Career and key posts held in addition to Supervisory Board membership: Since 2012 Deutsches Aktieninstitut e.V., Frankfurt am Main—Chief Executive 2000-2012 Bayerische Börse Aktiengesellschaft, Munich—Member of the Management Board and responsible for Sales and Marketing, Media and Public Relations, Business Development, Organization, and IT 2000-2012 Munich Stock Exchange, Munich—Managing Director 1998-2000 Munich Stock Exchange, Munich—Deputy Managing Director, responsible for Marketing and Public Relations 1997-1998 Dr. Seebauer & Partners management consultants, Munich—Senior Consultant and Project Manager for strategic and organizational projects in the financial services sector 1996-1997 Bayerische Landesbank, Munich—Project Manager, Electronic Business Networking/Electronic Commerce Education: Degree and doctorate in business administration from Ludwig-Maximilians-Universität (LMU) in Munich Banking apprenticeship Expertise and experience relevant to the supervisory board role at OSRAM Licht AG: Christine Bortenlänger has extensive experience in managing and overseeing publicly listed and private companies. She has particular expertise in capital markets and in the areas of law and compliance, as well as organizational and cultural change. Christine Bortenlänger also has in-depth experience in public relations and in sales and marketing, and expertise in the areas of corporate governance and investor relations. Membership of other statutory supervisory boards in Germany: Covestro AG, Leverkusen (listed company, Covestro Group) Covestro Deutschland AG, Leverkusen (Covestro Group) OSRAM GmbH, Munich (OSRAM Group) SGL Carbon SE, Wiesbaden (listed company) TÜV Süd AG, Munich Proposal of candidates for the election of the shareholder representatives to the Supervisory Board Dr. Roland Busch Erlangen Born November 22, 1964 in Erlangen Member of the Management Board and Chief Technology Officer of Siemens AG Nationality: German Member of the OSRAM Licht AG Supervisory Board since November 27, 2013 Appointed until the end of the Annual General Meeting on February 20, 2018 Career and key posts held in addition to Supervisory Board membership: Since 2011 Member of the Management Board of Siemens Aktiengesellschaft, Berlin and Munich 2008-2011 Siemens Aktiengesellschaft, Berlin and Munich, Corporate Development Department, Munich— Head of Corporate Strategies 2007-2008 Siemens Aktiengesellschaft, Berlin and Munich, Transportation Systems Group, Erlangen—Head of Mass Transit Division 2005-2007 Siemens VDO Automotive Asia Pacific Co. Ltd., Shanghai, China—President and CEO 2002-2005 Siemens Aktiengesellschaft, Berlin and Munich, Head of the Infotainment Solutions Division 2001-2002 Siemens Aktiengesellschaft, Berlin and Munich, Integration of VDO into Siemens VDO Automotive AG—Head of Strategy and Consulting 1998-2001 Siemens Aktiengesellschaft, Berlin and Munich, Process and Information Management—Head of Central Quality and Internal Consulting 1995-1998 Siemens Aktiengesellschaft, Berlin and Munich, Automotive Systems Group, Regensburg, Strategic Planning—Expert in fuel cell technology; from 1997: also assistant to the Group Executive Management 1994 Siemens Aktiengesellschaft, Berlin and Munich, Corporate Research and Development