Ams OSRAM : Convocation AGM 2022

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ams-OSRAM AG

Company Register Number FN 34109 k

ISIN AT0000A18XM4

("Company")

C O N V O C A T I O N of the

Annual General Meeting of

ams-OSRAM AG

on Friday, June 24, 2022 at 10.00 am Vienna time

at A-8141 Premstaetten, Tobelbader Strasse 30.

1. HOLDING OF THE GENERAL MEETING IN VIRTUAL FORM WITHOUT PHYSICAL PRESENSE OF THE SHAREHOLDERS

1. COVID-19 Act on Corporate Law (COVID-19-CorpAct) and COVID-19 Regulation on Corporate Law (COVID-19-CorpReg)

The General Meeting of ams-OSRAM AG will be held on June 24, 2022 in the form of a "virtual general meeting" pursuant to section 1 para 2 of the COVID-19-CorpAct (BGBl. I Nr. 16/2020 aab BGBl. I Nr. 246/2021) and the COVID-19-CorpReg (BGBl. II Nr. 140/2020 aab BGBl. II 609/2021). Due to the corresponding lead times for the organization of the Annual General Meeting and the uncertainties caused by the pandemic that still exist at the time of its preparation, the Management Board has decided, after careful consideration, to hold this year's Annual General Meeting without the physical presence of its shareholders. This is also supported by the Supervisory Board of the Company.

This means that shareholders cannot be physically present at the General Meeting of ams-OSRAM AG on June 24, 2022.

The virtual General Meeting will be held in the exclusive presence of the Chairman of the Supervisory Board, the Deputy Chairman of the Supervisory Board, the Chairman of the Management Board and further members of the Management Board, the attesting public notary and four independent special voting proxies, appointed by the Company, in 8141 Premstaetten, Tobelbader Strasse 30.

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The holding of the Annual General Meeting as virtual general meeting pursuant to COVID-19-CorpReg leads to certain changes from face-to-face general meetings, as outlined in this Convocation and the referenced documents.

The voting right, the right to make motions and the right to raise objections can be exercised only through granting of power of attorney and issuing respective instructions to one of the special voting proxies appointed by the Company.

The information rights can be exercised directly by the shareholders also in this virtual General Meeting by way of electronic communication, i.e. in text form via e-mail exclusively to [e-mail], provided that the shareholders have provided a deposit confirmation pursuant to section 10a of the Austrian Stock Corporation Act ("AktG") in time and granted power of authority to one of the special voting proxies pursuant to section 5.

2. Broadcasting of the General Meeting on the Internet

The General Meeting will be entirely broadcast live in both audio and visual form on the internet pursuant to section 3 para 4 COVID-19-CorpReg in conjunction with section 102 para 4 AktG. This is in compliance with data protection laws pursuant to section 3 para. 1, 2 and 4 COVID-19-CorpReg.

All shareholders of the Company can follow and watch the virtual General Meeting on June 24, 2022 from about 10.00am, Vienna time, live on the internet under ams-osram.com/general-meeting.

By way of this real time broadcast of the virtual General Meeting, all shareholders may follow the course of the General Meeting through one-way audio and visual connection, particularly the presentations of the Management Board, the answers to all questions of the shareholders as well as the voting procedure live.

This live broadcast does not enable remote participation (section 102 para 2 no. 2 AktG) or remote voting (section 102 para 3 no. 3 and section 126 AktG), and is not a two-way connection. The Company is responsible for the use of technical means of communication only to the extent that these are attributable to the Company's sphere (section 2 para 6 COVID-19-CorpReg).

In addition, reference is made to the organisational and technical requirements for the attendance of the virtual General Meeting pursuant to section 3 para 3 in conjunction with section 2 para 4 COVID-19- CorpReg ("Information on Participation").

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1. AGENDA

1. Presentation of the annual accounts, including the report of the Management Board, the corporate governance report, the group accounts together with the group annual report, the proposal for the appropriation of the profit and the report of the Supervisory Board for the business year 2021
2. Resolution on the discharge of the members of the Management Board for the business year 2021
3. Resolution on the discharge of the members of the Supervisory Board for the business year 2021
4. Resolution on the election of the auditor and the group auditor for the business year 2022
5. Resolution on the Remuneration Report
6. Election of members to the Supervisory Board

1. DOCUMENTS FOR THE GENERAL MEETING (section 106 no. 4 AktG)

In particular, the following documents will be accessible on the Company's website

ams-osram.com/general-meetingas of June 3, 2022 at the latest:

• Information on the organizational and technical prerequisites for participation in accordance with COVID-19-CorpReg("Information on Participation")
• Annual accounts with the report of the Management Board,
• Corporate Governance-Report,
• Annual group accounts with the group annual report,
• Proposal on the appropriation of the profits,
• Remuneration Report;
• Report of the Supervisory Board,

each of the above for the business year 2021;

• Declaration of the candidates for election to the Supervisory Board to agenda item 6 in accordance with section 87 para 2 AktG, including curricula vitae;
• Proposals for Resolutions on agenda items 2 to 6;
• Form for power of attorney to Special Voting Proxies;
• Form for questions;
• Form for revoking a power of attorney;
• Complete text of this convocation.

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IV. RECORD DATE AND ATTENDANCE OF GENERAL MEETING (section 106 no. 6 and 7 AktG)

The right to attend the virtual General Meeting and to exercise the voting right and the other shareholder rights, which are to be exercised in the virtual General Meeting pursuant to COVID-19-CorpReg, depend on the shareholding as of June 14, 2022, 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 virtual General Meeting held pursuant to COVID-19-CorpReg.

For evidence of share ownership on the Record Date, a deposit certificate pursuant to § 10a AktG is required, which refers to the Record Date and which must be received by the Company no later than June 21, 2022, 12:00 midnight, Vienna time, exclusively via one of the following communication channels and addresses:

1. for transmission of the deposit certificate in written form

	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)
(ii)	for transmission of	the deposit certificate in text-form, sufficient according to
	§ 17 para 3 of the Articles of Association.
	Via telefax:	+ 43 (0) 1 8900 500 86; or
	Via e-mail	[e-mail]
		(deposit certificates may only be submitted in PDF format)

Without the deposit certificate reaching the Company in time, the appointment of the special voting proxy and the exercise of the information rights by shareholders cannot be done validly.

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.

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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:

• Information on the issuer: (company) name and address or a code which is customary in the transactions between credit institutions (BIC- or SWIFT Code),
• Information on the shareholder: (company) name, address, date of birth of natural persons, if applicable register and register number of legal persons,
• Information on the shares: number of shares of the shareholder, ISIN AT0000A18XM4, (International Securities Identification Number)
• Deposit number and/or other designation,
• Date to which the deposit certificate relates.

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 14, 2022, 12:00 midnight, Vienna time,) referred to above.

The deposit certificate is accepted in both German and English languages.

1. APPOINTMENT OF A SPECIAL VOTING PROXY AND CORRESPONDING PROCEDURE

Each shareholder entitled to attend the virtual General Meeting, who has proven that pursuant to section IV. above, has the right to appoint a special voting proxy.

In the virtual General Meeting of ams-OSRAM AG pursuant to COVID-19-CorpReg on June 24, 2022, shareholders can only propose resolutions, cast votes and/or raise objections through one of the special voting proxies. The Company proposes the following persons as special voting proxies, each appropriate and independent of the Company:

1. Mr. Walter Pisk, public notary Raubergasse 20
   8010 Graz
   E-mail: [e-mail]
2. Ms. Agnes Arlt, attorney-at-law Ebendorferstrasse 6/10
   1010 Vienna
   E-mail: [e-mail]

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