www.osram-licht.com

Invitationto the Annual General Meetingof OSRAM Licht AG, on February 26, 2015

3

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 26, 2015, starting at 10:00 a.m.

4

Agenda

1. Presentation of the adopted annual financial state-

ments, the approved consolidated financial state-

ments, and the combined management report for

OSRAM Licht AG and the Group for fiscal year

2013/2014, including the explanatory report on the

information in accordance with sections 289(4) and

(5) and 315(4) of the Handelsgesetzbuch (HGB—

German Commercial Code) as of September 30, 2014,

plus the report of the Supervisory Board, the corpo-

rate governance report, and the remuneration report

for fiscal year 2013/2014.

The abovementioned documents are available on our

website at www.osram-licht.com/agm and may be

inspected in our business premises at the registered office

of OSRAM Licht AG, Marcel-Breuer-Str. 6, 80807 Munich.

They will also be mailed to shareholders on request. In

addition, these documents will be available at the General

Meeting, where they will be explained in more detail.

The Supervisory Board has already approved the annual

financial statements prepared by the Managing Board and

the consolidated financial statements; the annual financial

statements have thus been adopted (section 172 of the

Aktiengesetz (AktG—German Stock Corporation Act)). For

this reason, the General Meeting does not have to resolve

on Agenda Item 1.

2. Resolution on the appropriation of OSRAM Licht AG’s

net retained profits

The Supervisory Board and the Managing Board propose

that OSRAM Licht AG’s net retained profits for the past

fiscal year 2013/2014 of €94,220,460.00 be used to

distribute a dividend of €0.90 per dividend-bearing share,

and that the remaining amount be carried forward to new

account.

The total dividend thus amounts to €94,128,549.30 for

104,587,277 dividend-bearing shares. The 102,123

treasury shares held by the Company at the time of the

proposal on the appropriation of net retained profits by the

Managing Board and the Supervisory Board do not bear

dividends and are not included in the calculation of the

total dividend.

5

The net retained profits are thus to be appropriated as

follows:

Net retained profits: €94,220,460.00

Distribution to shareholders: €94,128,549.30

Profit carried forward: €91,910.70

If the number of dividend-bearing shares for fiscal year

2013/2014 changes in the period until the General

Meeting, the proposal submitted for resolution there will

be modified as necessary in order to provide for an

unchanged dividend of €0.90 per dividend-bearing share

and an appropriately adjusted amount to be carried

forward.

3. Resolution on the approval of the actions of the

members of the Managing Board for fiscal year

2013/2014

The Supervisory Board and the Managing Board propose

that the actions of the members of the Managing Board in

office in fiscal year 2013/2014 be approved for this period.

4. Resolution on the approval of the actions of the

members of the Supervisory Board for fiscal year

2013/2014

The Supervisory Board and the Managing Board propose

that the actions of the members of the Supervisory Board

in office in fiscal year 2013/2014 be approved for this

period.

5. Resolution on the appointment of the auditor of the

annual financial statements and consolidated

financial statements as well as the auditor to review

the interim report

Based on the recommendation of the Audit Committee,

the Supervisory Board proposes that Ernst & Young

GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, be

appointed

a) as the auditor of the annual financial statements and

consolidated financial statements for fiscal year

2014/2015

and

b) as the auditor to review the interim financial statements

and the interim management report (sections 37w, 37y

of the Wertpapierhandelsgesetz (WpHG—German

Securities Trading Act)) for the first half of fiscal year

2014/2015.

6

6. Resolution on the election of a replacement member

of the Supervisory Board

Dr. Faber resigned from his position as a shareholder

representative on the Supervisory Board with effect from

July 1, 2014, stepping down from the Supervisory Board.

At the request of the Managing Board, the Munich Local

Court appointed Dr. Werner Brandt as a member of the

Supervisory Board on August 7, 2014.

The Supervisory Board proposes that the General Meeting

confirm the appointment of Dr. Werner Brandt, Bad

Homburg, independent management consultant and

former member of the Executive Board of SAP SE, to the

Supervisory Board as a shareholder representative by

electing him as a replacement member with effect from

the end of the General Meeting. In accordance with Article

7(2) sentence 3 of the Articles of Association, the appoint-

ment is for the remaining term of office of the departing

member, i.e., for a term expiring at the end of the general

meeting resolving on the approval of the actions of the

Supervisory Board member for the second fiscal year after

the start of the term of office in accordance with the

previous sentence. The fiscal year in which the term of

office begins is not included.

In accordance with sections 96(1) and 101(1) of the AktG

and section 7(1) sentence 1 no. 1 of the Gesetz über die

Mitbestimmung der Arbeitnehmer (MitbestG—German

Codetermination Act) as well as Article 7(1) of the Articles

of Association, the Supervisory Board consists of twelve

members, six of whom are elected by the General Meeting

(shareholder representatives on the Supervisory Board)

and six of whom are elected in accordance with the

MitbestG (employee representatives on the Supervisory

Board).

The General Meeting is not bound to follow the proposals

made for the election of shareholder representatives on

the Supervisory Board. The proposal for election is based

on the recommendation of the Nomination Committee of

the Supervisory Board and takes account of the objectives

resolved by the Supervisory Board on September 30, 2013,

with regard to its composition.

For more information on the candidate proposed for election

to the Supervisory Board as a shareholder representative,

please see the information relating to Agenda Item 6 in the

section entitled “Additional Information” below.

7

7. Approval of the system for the compensation of

members of the Managing Board

In accordance with section 120(4) of the AktG, the general

meeting may resolve on the approval of the system for the

compensation of members of the Managing Board, but

without thereby giving rise to any rights and obligations.

The resolution on this agenda item relates to the remunera-

tion system currently in place at OSRAM Licht AG, which

will also be the basis for fixing the level of Managing Board

compensation in fiscal year 2014/2015. This is outlined in

the remuneration report that is reproduced as part of the

2013/2014 management report in the 2013/2014 Annual

Report. This can be downloaded from the website

www.osram-licht.com/agm and inspected at the business

premises of OSRAM Licht AG, Marcel-Breuer-Str. 6, 80807

Munich. A copy of the documents will also be mailed to

shareholders on request. In addition, the documents will be

available at the General Meeting, where they will be explained

in more detail.

The Supervisory Board and Managing Board propose that

the system for the compensation of members of the

Managing Board be approved.

8. Resolution on the authorization to use equity deriva-

tives to acquire treasury shares in accordance with

section 71(1) no. 8 of the Aktiengesetz (AktG—

German Stock Corporation Act) and to disapply

tender rights and preemptive rights

Agenda Item 3 of the General Meeting of OSRAM Licht AG

on June 14, 2013, authorized the Company to acquire and

use treasury shares in the period up to February 28, 2018,

subject to certain conditions.

The full wording of the existing authorization dated June

14, 2013, is reproduced below in the section entitled

“Additional Information and Reports on the Agenda Items.”

To date, 198,104 treasury shares have been acquired on

the basis of the authorization dated June 14, 2013.

Further to the authorization dated June 14, 2013, the

Company is also to be authorized to acquire treasury

shares using equity derivatives. The aim is not to increase

the total volume of shares that may be acquired; rather,

the resolution offers additional, alternative ways of

acquiring treasury shares within the scope of, and

counting towards the upper limit set out in, the authoriza-

tion dated June 14, 2013, which is further limited by letter

no. 1 of the following proposed resolution.

8

The Managing Board and the Supervisory Board therefore

propose that the General Meeting resolve the following:

1) Further to the authorization dated June 14, 2013, to

acquire treasury shares in accordance with section

71(1) no. 8 of the AktG, and in addition to the methods

described there, the Company’s shares may, with the

consent of the Supervisory Board, also be acquired

using equity derivatives. The Managing Board is autho-

rized, with the consent of the Supervisory Board, to

acquire options that, upon their exercise, grant the

Company the right to acquire shares of the Company

(call options). The Managing Board is also authorized,

with the consent of the Supervisory Board, to sell

options that, upon their exercise by the holder, require

the Company to acquire shares of the Company (put

options). Treasury shares may also be acquired using a

combination of call and put options or forward

purchase contracts in which there are more than two

exchange trading days between signature of the

purchase agreement and delivery of the shares

acquired (call options, put options, and combinations

of call and put options and forward purchase

contracts, collectively referred to in the following as

“equity derivatives”); the consent of the Supervisory

Board is required to enter into equity derivative

transactions. The authorization will take effect with the

resolution on February 26, 2015, and is valid until

February 28, 2018. The authorization can be exercised

in whole or in part, in one or more transactions,

including several different transactions, by the

Company, a Group company, or a third party autho-

rized by the Company or by a Group company for its

or their account. The total volume of shares acquired

using equity derivatives is limited to a maximum of 5%

of the share capital in existence on the date of this

resolution by the General Meeting or, in the event that

this amount is lower, of the share capital in existence at

the time in each case when this authorization is

exercised.

Acquisitions of shares using equity derivatives on the

basis of this authorization are counted toward the

remaining amount available under the authorization to

acquire treasury shares dated June 14, 2013, and are

only permitted if the amount of the authorization dated

June 14, 2013, has not been exhausted.

9

2) The equity derivatives must be entered into with one or

more credit institution(s), one or more companies

whose activities fall within section 53(1) sentence 1 or

section 53b(1) sentence 1 or section 7 of the Kreditwe-

sengesetz (KWG—German Banking Act), or a group or

consortium of credit institutions and/or such compa-

nies. They must be structured in a way that ensures

that the equity derivatives are only serviced using

shares acquired in accordance with the principle of

equal treatment of shareholders; acquisition via the

stock exchange is sufficient for this. The price paid by

the Company for call options or received for put

options, or paid or received for combinations of call

and put options may not be materially higher or lower

than the theoretical fair value calculated using recog-

nized valuation techniques. The terms of the individual

equity derivatives may not exceed 18 months and they

must be selected in such a way that the acquisition of

the shares by exercising equity derivatives does not

take place after February 28, 2018.

3) The purchase price per share payable upon exercise of

the put option or at maturity of the forward purchase

contract (in both cases excluding transaction costs

and, in the case of a put option, less the option

premium received when the option was entered into)

may not be more than 10% higher or more than 20%

lower than the average quoted market price of the

Company’s shares in the closing auction in the XETRA

trading system (or a comparable successor system) on

the Frankfurt Stock Exchange on the three exchange

trading days before the day the option or forward

purchase contract concerned are entered into. The call

option may only be exercised if the purchase price

payable (excluding transaction costs and plus the

value of the option upon exercise) is not more than

10% higher or more than 20% lower than the average

quoted market price of the Company’s shares in the

closing auction in the XETRA trading system (or a

comparable successor system) on the Frankfurt Stock

Exchange on the three exchange trading days before

the day the shares are acquired.

4) If treasury shares are acquired using equity derivatives

in accordance with the above rules, the shareholders

shall not have the right to enter into such equity

derivatives with the Company or to tender shares.

10

5) The Managing Board is authorized to use the treasury

shares acquired on the basis of this authorization as

follows:

a. The shares can be sold via the stock exchange or,

with the consent of the Supervisory Board, by way

of a public offer to all shareholders in proportion to

the interests they hold. Preemptive rights for

fractions are disapplied in the latter case.

b. The shares can also, with the consent of the

Supervisory Board, be otherwise sold against

payment in cash at a price that is not materially lower

than the quoted market price for the Company`s

shares of the same class at the time of sale. The

proportionate interest in share capital attributable

to the number of shares sold under this authoriza-

tion may not exceed 10% of the share capital in

existence on the date this authorization comes into

effect or, in the event that this amount is lower, of

the Company’s existing share capital on the date

on which this authorization is exercised in each

case. The 10% limit shall include the proportionate

interest in the share capital of new shares issued or

to be issued in the period since June 14, 2013, on

the basis of any authorizations to issue shares from

authorized capital while disapplying preemptive

rights in accordance with section 186(3) sentence

4 of the AktG, as well as the proportionate interest

in the share capital attributable to bonds with

warrants and/or convertible bonds granting options

or conversion rights or conversion or exchange

obligations or a right to tender shares issued or to

be issued in the period since June 14, 2013, on the

basis of any authorizations in accordance with

sections 221(4) and 186(3) sentence 4 of the AktG,

and the proportionate interest in the share capital

of shares issued or to be issued in the period since

June 14, 2013 on the basis of the authorization

dated June 14, 2013, while disapplying preemptive

rights in accordance with sections 71(1) no. 8

sentence 5 half-sentence 2 and 186(3) sentence 4

of the AktG. The proportionate interest in the share

capital of shares to be issued on the basis of this

authorization while disapplying preemptive rights in

accordance with sections 71(1) no. 8 sentence 5

half-sentence 2 and 186(3) sentence 4 of the AktG

are counted towards the 10% limit under section 2,

letter b of the authorization dated June 14, 2013.

11

c. The shares can also be offered for purchase to

persons who are or were employed by the

Company or one of its affiliated companies, and to

current or former members of executive or

supervisory bodies of the Company’s affiliated

companies (referred to in each case as a “benefi-

ciary”) or granted or transferred subject to a

holding or lock-up period of not less than two

years, in which case the employment or service

relationship or membership of an executive or

supervisory body must exist in any case at the time

of the offer or grant.

The shares can be transferred to beneficiaries to

whom grants of shares were made in connection

with the admission of the Company’s shares to

trading on the stock exchange.

Further details of any grants and transfers,

including any direct consideration, any conditions

for eligibility, and any expiration or settlement rules,

in particular for special cases such as retirement,

disability, or death, shall be determined by the

Managing Board.

d. The shares can, with the consent of the Supervi-

sory Board, be offered and transferred against

noncash consideration, in particular as (partial)

consideration for the direct or indirect acquisition of

companies, parts of companies, or equity interests

in companies or other assets, including receivables

from the Company, or of entitlements to acquire

assets, or in the context of business combinations.

e. The shares can be used to service acquisition

obligations or acquisition rights to OSRAM Licht

AG shares arising from or in connection with

convertible bonds or bonds with warrants issued

by the Company or its Group companies.

f. The shares can also be redeemed without such

redemption or its implementation requiring a further

resolution by the General Meeting. Redeeming

shares leads to a reduction in the share capital.

However, the Managing Board may alternatively

determine that the share capital will not be reduced

and, instead, that the proportionate interest in the

share capital of the remaining shares shall be

increased in accordance with section 8(3) of the

AktG. In this case, the Managing Board is autho-

rized to amend the number of shares stated in the

Articles of Association.

12

6) To the extent that these do not have to be used for

another specific purpose, the Supervisory Board is

authorized to use the shares acquired by the Company

as follows:

a. They can be used to service acquisition obligations

or acquisition rights relating to the Company’s

shares that were or are agreed with members of

the Company’s Managing Board as part of the

arrangements for Managing Board remuneration.

They can also be offered for purchase to the

members of the Managing Board or future

members of the Managing Board as part of the

arrangements for Managing Board remuneration,

or granted or transferred subject to a holding or

lock-up period, which shall end at the earliest at

the end of the second day following the publication

of the business results in the fourth calendar year

after the year of the grant or transfer (whichever is

earlier).

b. The shares can be transferred to current and

former members of the Company’s Managing

Board to whom share grants were made in

connection with the admission of the Company’s

shares to trading on the stock exchange.

c. Further details of any grants and transfers,

including any direct consideration, any conditions

for eligibility, and any expiration or settlement rules,

in particular for special cases such as retirement,

disability, or death, shall be determined by the

Supervisory Board in accordance with the require-

ments of section 87 of the AktG.

7) Shareholders’ preemptive rights to treasury shares

shall be disapplied to the extent that these shares are

used in accordance with the authorizations set out in

sections 5) b.–e. and 6) above.

8) These authorizations to sell or otherwise use treasury

shares, or to redeem them, can be exercised inde-

pendently of each other on one or more occasions, in

whole or in part.

13

9. Resolution on the approval of a control and profit and

loss transfer agreement between OSRAM Licht AG

and OSRAM Beteiligungen GmbH

OSRAM Licht AG and OSRAM Beteiligungen GmbH, a

wholly owned subsidiary of OSRAM Licht AG, entered into

a control and profit and loss transfer agreement on

December 16, 2014.

The Supervisory Board and Managing Board propose that

the control and profit and loss transfer agreement entered

into between OSRAM Licht AG and OSRAM Beteiligungen

GmbH on December 16, 2014, be approved.

The content of the control and profit and loss transfer

agreement entered into between OSRAM Licht AG and

OSRAM Beteiligungen GmbH on December 16, 2014, is

as follows:

“Control and Profit and Loss Transfer Agreement

between

OSRAM Licht AG, domiciled in Munich, entered in the

commercial register of Munich Local Court under HRB

199675, business address: Marcel-Breuer-Str. 6, 80807

Munich, Germany,

—hereinafter also referred to as the “GROUP PARENT”—

and

OSRAM Beteiligungen GmbH domiciled in Munich,

entered in the commercial register of Munich Local Court

under HRB 199970, business address: Marcel-Breuer-Str.

6, 80807 Munich, Germany,

—hereinafter also referred to as the “GROUP SUBSIDIARY”—

—whereby the GROUP PARENT and the GROUP SUBSIDIARY

are also hereinafter individually referred to as the “Party” and

together as the “Parties”—

Preamble

OSRAM Licht AG is the sole shareholder of OSRAM

Beteiligungen GmbH. The following Control and Profit and

Loss Transfer Agreement serves to establish a consoli-

dated tax group within the meaning of sections 14 and 17

of the Körperschaftsteuergesetz (KStG—German Corpo-

rate Income Tax Act).

Against this background, the Parties agree the following:

14

1 Management

The GROUP SUBSIDIARY places the management of its

company under the control of the GROUP PARENT. The

GROUP PARENT is thus entitled to issue general and

specific instructions to the Management of the GROUP

SUBSIDIARY with regard to the management of the

company. Instructions must be issued in text form. The

GROUP SUBSIDIARY is obliged to follow these instruc-

tions to the extent permitted by law. Irrespective of the

right to issue instructions, the managing directors of the

GROUP SUBSIDIARY shall continue to be responsible for

the management and representation of the GROUP

SUBSIDIARY.

2 Profit transfer

(1) The GROUP SUBSIDIARY undertakes to transfer its

entire profit as determined in accordance with the

provisions of commercial law to the GROUP PARENT.

The scope of the profit transfer is governed by all of

the provisions of section 301 of the AktG, as amended

and with the necessary modifications, in addition to

and with precedence over sections 2(2) and 3 of this

Agreement.

(2) With the exception of the legal reserves, the GROUP

SUBSIDIARY may only transfer amounts from its net

income to other retained earnings (section 272(3) of the

HGB) if this takes place with the approval of the

GROUP PARENT, is permitted under commercial law,

and is economically justified in accordance with

prudent business judgment.

(3) Amounts transferred to other retained earnings during

the term of this Agreement in accordance with section

272(3) of the HGB shall be released if so demanded by

the GROUP PARENT and shall be used to offset a net

loss for the period, provided that this does not

contravene section 302 of the AktG, as amended, or a

loss carried forward, or shall be transferred as profit.

The transfer of income from the reversal of additional

paid-in capital or retained earnings established prior to

the signing of this Agreement shall be precluded; the

ability to distribute income from the reversal of retained

earnings established prior to the signing of this

Agreement to the GROUP SUBSIDIARY’s share-

holders independently of this Agreement shall not be

affected.

15

(4) The right to the profit transfer arises as of the end of

the GROUP SUBSIDIARY’s fiscal year. It is due with

the value date as of this date. The profit to be trans-

ferred must be settled before the GROUP SUBSIDI-

ARY’s annual financial statements are adopted in each

case and must be included in the GROUP SUBSIDI-

ARY’s annual financial statements.

3 Loss absorption

(1) Loss absorption is governed by the provisions of

section 302 of the AktG, as amended and with the

necessary modifications.

(2) The right to offset any net loss that would otherwise be

incurred arises as of the end of the GROUP SUBSIDI-

ARY’s fiscal year. It is due with the value date as of this

date. The net loss to be absorbed must be settled

before the GROUP SUBSIDIARY’s annual financial

statements are adopted in each case and must be

included in the GROUP SUBSIDIARY’s annual financial

statements.

4 Term of the agreement, termination

(1) This Agreement shall enter into effect upon its approval

by the shareholders’ meeting of the GROUP SUBSID-

IARY and the general meeting of the GROUP PARENT

and its entry in the GROUP SUBSIDIARY’s commercial

register. With the exception of section 1, the contrac-

tual arrangements shall apply retrospectively from the

beginning of the GROUP SUBSIDIARY’s fiscal year in

which this Agreement is entered in the commercial

register.

(2) This Agreement is entered into for an indefinite period

and can be terminated regularly by either Party to the

Agreement giving three (3) months’ notice to the end of

the GROUP SUBSIDIARY’s fiscal year, but with regard

to section 14(1) sentence 1 no. 3 sentence 1 of the

Körperschaftsteuergesetz (KStG—German Corporate

Income Tax Act) no earlier than as of the end of a

period of at least five (5) years (60 months) after the

beginning of the GROUP SUBSIDIARY’s fiscal year in

which this Agreement first takes effect. If these five

years end during the GROUP SUBSIDIARY’s fiscal

year, this Agreement can only be terminated as of the

end of the said fiscal year at the earliest.

16

(3) The right of termination for good cause without notice

is not affected. Good cause shall exist in circum-

stances that meet the conditions of good cause within

the meaning of section 297(1) of the AktG or within the

meaning of section 14(1) sentence 1 no. 3 sentence 2

of the KStG, or if the GROUP PARENT no longer holds

a direct or indirect interest in the GROUP SUBSIDIARY

that gives it the majority of voting rights in the GROUP

SUBSIDIARY.

(4) Termination must be made in writing in all cases.

5 Concluding provisions

(1) Amendments and additions to this Agreement must be

made in writing to be effective. The above written form

may not be replaced by electronic form. In other

respects, section 295 of the AktG applies with the

necessary modifications.

(2) If a provision of this Agreement is or becomes invalid

or unenforceable, or if this Agreement contains a gap,

this shall not affect the validity of the remaining content

of this Agreement. The invalid, unenforceable, or

missing provision shall be replaced by a valid and

enforceable provision agreed by the Parties that

reflects as closely as possible the economic intent of

the invalid, unenforceable, or missing provision. The

relevant provisions of the KStG relating to the consoli-

dated tax group must be complied with in all cases.

(3) The requirements of sections 14 and 17 of the KStG,

as amended, or any corresponding successor

requirements must be taken into account when

interpreting individual provisions of this Agreement. If

individual provisions of this Agreement conflict with

section 3, section 3 shall take precedence over these

provisions.

(4) No oral side agreements exist.

(5) The place of performance and sole place of jurisdiction

for the Parties shall be Munich, insofar as this is

permitted by law.”

OSRAM Licht AG is the sole shareholder of OSRAM

Beteiligungen GmbH. No compensation payments or

settlements with external shareholders in accordance with

sections 304 and 305 of the AktG need to be made.

17

The following documents are available for inspection by

shareholders at the business premises/at the domicile of

OSRAM Licht AG and OSRAM Beteiligungen GmbH

(Marcel-Breuer-Str. 6, 80807 Munich) as of the date of

issue of the notice convening the General Meeting. They

can also be accessed online at www.osram-licht.com/agm

from the same date.

• The Control and Profit and Loss Transfer Agreement

between OSRAM Licht AG and OSRAM Beteiligungen

GmbH dated December 16, 2014

• The adopted annual financial statements of OSRAM

Licht AG dated September 30, 2012 (short fiscal year)

• The adopted annual financial statements, the approved

consolidated financial statements, and the combined

management report for OSRAM Licht AG and the Group

dated September 30, 2013, and September 30, 2014

• The adopted annual financial statements of OSRAM

Beteiligungen GmbH dated September 30, 2012 (short

fiscal year), September 30, 2013, and September 30, 2014

• The joint report by the Managing Board of OSRAM

Licht AG and the management of OSRAM Beteiligu-

ngen GmbH submitted in accordance with section

293a of the AktG.

On request, a copy of these documents will be sent to

every shareholder free of charge and without delay. Share-

holders will also have access to these documents at the

General Meeting.

Additional Information and Reports on the Agenda Items

Information about the Supervisory Board candidate

proposed for election in Agenda Item 6:

Dr. Werner Brandt, Bad Homburg

Independent management consultant, former member of the

Executive Board of SAP SE

Personal data:

Date of birth: January 3, 1954

Place of birth: Herne

Education:

• Degree in business administration from the University of

Erlangen-Nuremberg

• Doctorate from TU Darmstadt

18

Professional career:

• 1981–1992: Price Waterhouse (now PricewaterhouseCoo-

pers)

• 1992–1999: Member of the Management Board of

Baxter Deutschland GmbH and Vice

President European Operations of Baxter

• 1999–2001: CFO and Labor Relations Director of

Fresenius Medical Care AG

• 2001–2014: CFO of SAP SE

Membership in other domestic supervisory boards

whose establishment is required by law:

• ProSiebenSat.1 Media AG (Chairman)

• Deutsche Lufthansa AG

• RWE AG

• OSRAM GmbH, Munich

Memberships in comparable governing bodies of

domestic and foreign companies:

• QIAGEN N.V. (Chairman)

Information relating to Agenda Item 8: Resolution by the

General Meeting of OSRAM Licht AG dated June 14,

2013, authorizing the Company to acquire and use

treasury shares until February 28, 2018, subject to

certain conditions.

The General Meeting of OSRAM Licht AG adopted the

following resolution on June 14, 2013:

“1. The Managing Board is authorized, in the period until

February 28, 2018, to acquire treasury shares totaling

up to 10% of the share capital in existence on the date

this authorization comes into effect or, in the event that

this amount is lower, the share capital in existence on

the date on which this authorization is exercised in each

case for any permissible purpose within the legal limits

in accordance with the following provisions.

The authorization may be exercised by the Company,

as well as by its Group companies, or a third party

authorized by a Company or by a Group company for

its or their account, provided that the statutory

requirements, and in particular section 71(2) of the

AktG, are met.

19

The shares can be acquired (i) via the stock exchange,

(ii) by way of a public purchase offer addressed to all

shareholders, (iii) by way of a public invitation to all

shareholders to submit offers to sell, or (iv) by granting

shareholders tender rights.

• In the event of acquisition via the stock exchange,

the consideration paid by the Company per share

(excluding transaction costs) may not be more than

10% higher or more than 20% lower than the

average quoted market price of the Company’s

shares in the closing auction in the XETRA trading

system (or a comparable successor system) on the

Frankfurt Stock Exchange on the three exchange

trading days before the date on which the obliga-

tion to purchase the shares is entered into.

• In the event of a public purchase offer, the consid-

eration paid by the Company per share (excluding

transaction costs) may not be more than 10%

higher or more than 20% lower than the average

quoted market price of the Company’s shares in

the closing auction in the XETRA trading system (or

a comparable successor system) on the Frankfurt

Stock Exchange on the three last exchange trading

days before the final resolution by the Managing

Board to issue the offer.

• In the event of a public invitation to submit offers to

sell or of an acquisition by way of granting tender

rights, the consideration paid by the Company per

share (excluding transaction costs) may not be

more than 10% higher or more than 20% lower

than the average quoted market price of the

Company’s shares in the closing auction in the

XETRA trading system (or a comparable successor

system) on the Frankfurt Stock Exchange on the

last three exchange trading days before the day on

which the offers to sell are accepted or the day on

which tender rights are granted.

The offer, the invitation to submit offers to sell, and the

tender rights can be adjusted in the period until

acceptance if, after publication of a public purchase

offer or a public invitation to submit offers to sell, or

after tender rights are granted, significant differences

arise between the quoted price and the purchase or

selling price offered, or the limits of any purchase or

selling price range. In this case, the relevant amount is

determined by the price on the last exchange trading

20

day before the final resolution by the Managing Board

on the adjustment; the upper and lower limits of 10%

and 20% respectively apply to this amount.

Limits can be set on the volume of a public purchase

offer or a public invitation to submit offers to sell. If a

public purchase offer or a public invitation to submit

offers to sell is oversubscribed, the shares must be

acquired or accepted in proportion to the number of

shares tendered in each case, and any shareholder

rights to tender their shares partially disapplied to this

extent. Preferential acquisition or preferential accep-

tance of small numbers of shares (up to 150 shares

per shareholder), as well as rounding in accordance

with commercial principles, may be provided for and

any shareholder rights to sell their shares partially

disapplied to this extent.

If shareholders are granted tender rights for acquisition

purposes, these are allocated to shareholders in

proportion to their shareholdings using the ratio of the

volume of the shares to be repurchased by the

Company to the outstanding share capital. Fractions of

tender rights do not have to be allocated; any partial

tender rights shall be disapplied in this case.

The Managing Board shall determine the further details

of individual acquisition transactions, in particular

relating to any purchase offer or any invitation to

submit offers to sell. The same applies to the further

details of any tender rights, and in particular with

respect to their term and, where appropriate, their

fungibility.

2. The Managing Board is authorized to use the treasury

shares acquired on the basis of this authorization or

earlier authorizations as follows:

a) The shares can be sold via the stock exchange or,

with the consent of the Supervisory Board, by way

of a public offer to all shareholders in proportion to

the interests they hold. Preemptive rights for

fractions are disapplied in the latter case.

b) The shares can also, with the consent of the

Supervisory Board, be otherwise sold against

payment in cash at a price that is not materially

lower than the quoted market price for the Compa-

ny`s shares of the same class at the time of sale.

The proportionate interest in the share capital

attributable to the number of shares sold under this

21

authorization may not exceed 10% of the share

capital in existence at the time this authorization

comes into effect or, in the event that this amount

is lower, of the Company’s existing share capital on

the date on which this authorization is exercised in

each case. The 10% limit shall include the propor-

tionate interest in the share capital of new shares

issued since the resolution by the General Meeting

on this authorization on the basis of any authoriza-

tions to issue shares from authorized capital while

disapplying preemptive rights in accordance with

section 186(3) sentence 4 of the AktG, as well as

the proportionate interest in the share capital attrib-

utable to bonds with warrants and/or convertible

bonds granting option or conversion rights or

conversion or exchange obligations or a right to

tender shares issued since the resolution by the

General Meeting on this authorization on the basis

of any authorizations in accordance with sections

221(4) and 186(3) sentence 4 of the AktG.

c) The shares can also be offered for purchase to

persons who are or were employed by the

Company or one of its affiliated companies, and to

current or former members of executive or

supervisory bodies of the Company’s affiliated

companies (referred to in each case as a “benefi-

ciary”) or granted or transferred subject to a

holding or lock-up period of not less than two

years, in which case the employment or service

relationship or membership of an executive or

supervisory body must exist in any case at the time

of the offer or grant.

The shares can also be offered, granted, or

transferred to beneficiaries in connection with the

admission of the Company’s shares to trading on

the stock exchange, on the condition that the

shares in question must be held until the end of a

holding or lock-up period of at least six months

following the listing or transfer.

Further details of any grants and transfers,

including any direct consideration, any conditions

for eligibility, and any expiration or settlement rules,

in particular for special cases such as retirement,

disability, or death, shall be determined by the

Managing Board.

22

d) The shares can, with the consent of the Supervi-

sory Board, be offered and transferred against

noncash consideration, in particular as (partial)

consideration for the direct or indirect acquisition of

companies, parts of companies, or equity interests

in companies or other assets, including receivables

from the Company, or of entitlements to acquire

assets, or in the context of business combinations.

e) The shares can be used to service acquisition

obligations or acquisition rights to OSRAM Licht

AG shares arising from or in connection with

convertible bonds or bonds with warrants issued

by the Company or its Group companies.

f) The shares can also be redeemed without such

redemption or its implementation requiring a further

resolution by the General Meeting. Redeeming

shares leads to a reduction in the share capital.

However, the Managing Board may alternatively

determine that the share capital will not be reduced

and, instead, that the proportionate interest in the

share capital of the remaining shares shall be

increased in accordance with section 8(3) of the

AktG. In this case, the Managing Board is autho-

rized to amend the number of shares stated in the

Articles of Association.

3. To the extent that these do not have to be used for

another specific purpose, the Supervisory Board is

authorized to use the shares acquired by the Company

as follows:

They can be used to service acquisition obligations or

acquisition rights relating to the Company’s shares that

were or are agreed with members of the Company’s

Managing Board as part of the arrangements for

Managing Board remuneration. They can also be

granted or transferred to the members of the

Managing Board or future members of the Managing

Board as part of the arrangements for Managing

Board remuneration, for purchase or subject to a

holding or lock-up period, which shall end at the

earliest at the end of the second day following the

publication of the business results in the fourth

calendar year after the year of the grant or transfer

(whichever is earlier).

The shares can also be offered, granted, or transferred

to the beneficiaries in connection with the admission of

23

the Company’s shares to trading on the stock

exchange, on the condition that the shares in question

must be held until the end of a holding or lock-up

period of at least six months.

Further details of any grants and transfers, including

any direct consideration, any conditions for eligibility,

and any expiration or settlement rules, in particular for

special cases such as retirement, disability, or death,

shall be determined by the Supervisory Board in

accordance with the requirements of section 87 of the

AktG.

4. Shareholders’ preemptive rights to treasury shares shall

be disapplied to the extent that these shares are used

in accordance with the authorizations set out in

sections 2.b–e and 3 above.

5. The authorizations to acquire, sell, or otherwise use

treasury shares, or to redeem them, can be exercised

independently of each other on one or more occasions,

in whole or in part.”

Report by the Managing Board on Agenda Item 8 in

accordance with sections 71(1) no. 8 and 186(4)

sentence 2 of the AktG

In accordance with sections 71(1) no. 8 and 186(4) sentence

(2) of the AktG, the Managing Board hereby submits a written

report on the reasons for the authorizations proposed under

Agenda Item 8 to disapply any shareholder tender rights in the

case of the acquisition of treasury shares using equity deriva-

tives and to disapply preemptive rights in the event of the

utilization of repurchased treasury shares. (The authorization to

acquire and use treasury shares has already been granted by

the General Meeting of OSRAM Licht AG on June 14, 2013,

as reproduced in this invitation in the section entitled “Addi-

tional Information”.) The report will be available online under

www.osram-licht.com/agm as of the date on which the

General Meeting is convened. It will also be available for

inspection by shareholders at the General Meeting itself. The

report is hereby published as follows:

Disapplication of any shareholder tender rights in the

case of the acquisition of treasury shares using equity

derivatives

In addition to the authorization to acquire and use treasury

shares granted by the General Meeting of OSRAM Licht AG on

June 14, 2013, the Company is also to be authorized to

acquire treasury shares using certain equity derivatives.

24

The aim is not to increase the total volume of shares that may

be acquired; rather, the resolution offers additional, alternative

ways of acquiring treasury shares. These additional alternatives

give the Company greater scope to structure the acquisition of

treasury shares in a flexible manner. The consent of the

Supervisory Board is required to enter into equity derivative

transactions.

It may be advantageous to the Company to acquire call

options, sell put options, or acquire shares using a combina-

tion of call and put options or a forward purchase contract,

instead of buying shares of the Company directly. These

alternatives are limited from the start to 5% of the share capital

in existence on the date of the resolution by the General

Meeting or, in the event that this amount is lower, of the share

capital in existence at the time in each case when this authori-

zation is exercised. The terms of the individual equity deriva-

tives may not exceed 18 months and they must be selected in

such a way that the acquisition of the shares by exercising

equity derivatives does not take place after February 28, 2018.

This ensures that the Company does not acquire any treasury

shares after the authorization to acquire treasury shares

expires on February 28, 2018, unless a new authorization is

granted.

When agreeing a call option, the Company receives the

right—against payment of an option premium—to buy a prede-

termined number of shares of the Company from the seller of

the option (the option writer) at a defined price (exercise price)

within a certain period or on a certain date. Exercising the call

option makes sense in principle for the Company if the price of

the shares is higher than the exercise price, because it can

then buy the shares from the option writer for less than the

market price. The same applies if an option is exercised in

order to acquire a block of shares that would otherwise only be

able to be acquired at a higher cost.

The use of call options also preserves the Company’s liquidity,

since the exercise price for the shares only has to be paid

when the call option is exercised. In individual cases, these

points may justify the Company’s use of call options in the

planned acquisition of treasury shares. The option premium

must be calculated in line with the market, i.e., it must largely

correspond to the value of the call option, taking into account

the exercise price, the term of the option, and the volatility of

the shares, among other factors. From the Company’s

perspective, the consideration paid to acquire the shares is

increased by the current value of the option when a call option

25

is exercised. If the option is not exercised, the Company could

recover this amount in particular by selling the option; this is a

noncash benefit that consequently increases the purchase

price (as costs) if the option is exercised. It also reflects the

current value of what was originally paid as an option premium

and must therefore be included as part of the purchase price

for the share.

When entering into put options, the Company grants each put

option holder the right to sell shares of the Company to the

Company at a price determined in the put option (exercise

price) within a certain period or on a certain date. As consider-

ation for the obligation to purchase treasury shares in accor-

dance with the put option, the Company receives an option

premium, the terms of which must also be calculated in line

with the market, i.e., they must largely correspond to the value

of the put option, taking into account the exercise price, the

term of the option, and the volatility of the shares, among other

factors. For the option holder, exercising the put option only

makes economic sense if the price of the shares at the time of

exercise is lower than the exercise price, because it can then

sell the shares to the Company at a higher price than could be

obtained in the market; in turn, the Company can hedge

against excessive price risk in the market. The advantage to

the Company of using put options to buy back shares is that it

can already set a certain exercise price when the option

transaction is entered into, whereas the cash outflow does not

happen until the exercise date. From the Company’s perspec-

tive, the consideration paid to acquire the shares is reduced by

the option premium received. If the option holder does not

exercise the option, in particular because the share price is

higher than the exercise price on the exercise date or during

the exercise period, the Company does not acquire any

treasury shares in this way but keeps the option premium

without paying any further consideration.

In the case of a forward purchase contract, the Company

purchases the shares as agreed with the forward purchase

seller on a certain date in the future at the purchase price set

when the forward purchase contract is entered into. It may

make sense for the Company to enter into forward purchase

contracts if it wishes to meet its treasury share requirements

on a certain date at a certain price level.

Where options are used, the consideration to be paid by the

Company for the shares is the relevant exercise price

(excluding in each case transaction costs, but plus the current

value of the option in the case of call options and less the

option premium received in the case of put options). This can

26

be higher or lower than the quoted market price of the Compa-

ny’s shares on the day the option transaction is entered into

and on the day the shares are acquired by exercising the

option.

The purchase price per share payable upon exercise of the put

option or at maturity of the forward purchase contract (in both

cases excluding transaction costs and, in the case of a put

option, less the option premium received when the option was

entered into) may not be more than 10% higher or more than

20% lower than the average quoted market price of the

Company’s shares in the closing auction in the XETRA trading

system (or a comparable successor system) on the Frankfurt

Stock Exchange on the three exchange trading days before

the day the option or forward purchase contract concerned

was entered into. The call option may only be exercised if the

purchase price payable (excluding transaction costs and plus

the value of the option upon exercise) is not more than 10%

higher or more than 20% lower than the average quoted

market price of the Company’s shares in the closing auction in

the XETRA trading system (or a comparable successor system)

on the Frankfurt Stock Exchange on the three exchange

trading days before the day the shares are acquired.

The obligation to only enter into options and other equity

derivatives with one or more credit institution(s) or companies

deemed equivalent to such institutions and to ensure in the

process that the options and other equity derivatives are only

settled using shares that have been acquired in accordance

with the principle of equal treatment prevents a situation in

which shareholders are disadvantaged when treasury shares

are acquired using equity derivatives.

In accordance with the legal provisions set out in section 71(1)

no. 8 of the AktG, the principle of equal treatment is deemed

to have been complied with if the shares are acquired via the

stock exchange at the quoted market price of the Company’s

shares at the time of their acquisition on the stock exchange.

Since the price of the option (option premium) is calculated in

line with the market, shareholders who do not participate in the

option transactions do not suffer any pecuniary disadvantage.

On the other hand, the ability to enter into equity derivatives

enables the Company to take advantage of short-term market

opportunities and enter into appropriate equity derivatives.

Shareholders do not have the right either to enter into such

equity derivatives with the Company or to tender shares. These

rights must be disapplied to enable the use of equity deriva-

tives for repurchasing treasury shares and to obtain the related

benefits for the Company. It would not be possible to imple-

27

ment such equity derivatives transactions with all shareholders.

After weighing up the interests of the shareholders and the

interests of the Company, the Managing Board believes that

the authorization not to grant or to restrict any right of share-

holders to enter into such equity derivatives transactions with

the Company or any right of tender is justified in principle due

to the potential benefits to the Company from using equity

derivatives.

Use of repurchased treasury shares and disapplication

of preemptive rights

The statutory provisions specify that the purchased treasury

shares can be resold by way of a public offer to all share-

holders or via the stock exchange. These means of selling the

purchased treasury shares ensure that the rights of share-

holders to equal treatment when the shares are sold are met.

Shareholders’ preemptive rights are disapplied for fractions if

the treasury shares are sold by way of a public offer to all

shareholders. Preemptive rights for fractions must be disap-

plied to make it technically possible to sell purchased treasury

shares by way of a public offer for sale to all shareholders. The

treasury shares counting as fractions for which shareholders’

preemptive rights have been disapplied will be sold at best for

the Company either on the stock exchange or in another way.

The proposed authorization to disapply preemptive rights when

selling shares against payment in cash at a price that is not

materially lower than the quoted market price of the same

class of shares of the Company at the time of sale makes use

of the simplified option for disapplying preemptive rights

permitted by section 71(1) no. 8 of the AktG in conjunction

with section 186(3) sentence 4 of the AktG. Shareholders are

protected against dilution of their interests by the fact that the

shares can only be sold at a price that is not materially lower

than the relevant quoted market price. The selling price for the

treasury shares will be finalized shortly before their sale. The

Managing Board will keep any discount to the quoted market

price as low as possible given the prevailing market conditions

at the time of placement. The discount to the quoted market

price at the time the authorization is exercised will in no case

exceed 5% of the current quoted market price. This authoriza-

tion is subject to the proviso that the treasury shares sold in

this way may not exceed 10% of the share capital at the time

this authorization comes into effect or, in the event that this

amount is lower, at the time this authorization is exercised. The

limit of 10% of the share capital shall include the proportionate

interest in the share capital attributable to shares issued or to

28

be issued in the period since June 14, 2013, from authorized

capital while disapplying preemptive rights in accordance with

section 186(3) sentence 4 of the AktG. This limit of 10% of the

share capital shall also include the proportionate interest in the

share capital attributable to those shares issued or to be

issued to settle options and/or conversion rights and/or

conversion obligations in the case of debt instruments issued

or to be issued after June 14, 2013, while disapplying preemp-

tive rights by applying section 186(3) sentence 4 of the AktG

with the necessary modifications. Finally, the proportionate

interest in the share capital of shares issued or to be issued in

the period since June 14, 2013, on the basis of the authoriza-

tion dated June 14, 2013, while disapplying preemptive rights

in accordance with sections 71(1) no. 8 sentence 5 half-sen-

tence 2 and 186(3) sentence 4 of the AktG shall be counted

towards the 10% limit under the present authorization. In

addition, the proportionate interest in the share capital of

shares issued on the basis of this authorization while disap-

plying preemptive rights in accordance with sections 71(1) no.

8 sentence 5 half-sentence 2 and 186(3) sentence 4 of the

AktG shall also be counted towards the 10% limit under

section 2, letter b of the authorization dated June 14, 2013.

This inclusion in the limit ensures that purchased treasury

shares are not sold while disapplying shareholders’ preemptive

rights in accordance with section 186(3) sentence 4 of the

AktG if this would lead to shareholders’ preemptive rights

being disapplied for a total of more than 10% of the share

capital as a result of the direct or indirect application of section

186(3) sentence 4 of the AktG. This restriction and the fact that

the issue price must be based on the quoted market price

adequately safeguards shareholders’ interests in the assets

and voting rights. Shareholders can purchase the number of

shares needed to maintain their proportionate interest at largely

similar conditions via the stock exchange. The authorization

also serves the interests of the Company by helping to

increase the Company’s flexibility and creating the opportunity

to expand the shareholder base, including by issuing shares

specifically to partners in cooperative ventures, institutional

investors, or financial investors. The aim is also to enable the

Company to react quickly and flexibly to favorable stock

market conditions.

The Managing Board is also to be authorized to offer treasury

shares for purchase to persons who are or were employed by

the Company or one of its affiliated companies, and to current

or former members of executive or supervisory bodies of the

Company’s affiliated companies (referred to in each case as a

“beneficiary”), i.e., it is to be authorized to issue employee

29

shares. The proposed disapplication of preemptive rights is a

precondition for the issuance of such employee shares.

Treasury shares may already be used to issue employee shares

in accordance with section 71(1) no. 2 of the AktG; this does

not require the authorization of the General Meeting. However,

in that case the shares can only be used to issue them to

employees within one year of their acquisition (section 71(3)

sentence 2 of the AktG). In contrast, the Managing Board is to

be authorized in this case to use treasury shares as employee

shares without any time limit and can also offer, grant, or

transfer these shares to current members of executive or

supervisory bodies of the Company’s affiliated companies. In

particular, the Managing Board can, within the scope of what is

usual and appropriate, offer the shares for purchase at less

than the current quoted market price in order to create an

incentive for their purchase. Issuing shares to beneficiaries

strengthens their identification with the Company and

promotes a sense of shared responsibility. Issuing shares to

beneficiaries is therefore in the interest of the Company and its

shareholders. Using existing treasury shares instead of a

capital increase or a cash payment to beneficiaries may make

economic sense, and the authorization is designed to increase

the Company’s flexibility in this context.

Furthermore, the Supervisory Board is to be authorized to offer

treasury shares to members of the Company’s Managing

Board to service acquisition obligations or acquisition rights

relating to the Company’s shares. Again, using existing

treasury shares instead of a capital increase or a cash payment

to members of the Managing Board may make economic

sense for the Company, and the authorization is designed to

increase the Company’s flexibility in this context. The authori-

zation is also designed to enable the Supervisory Board to

offer, grant, and transfer treasury shares to members of the

Company’s Managing Board as part of the arrangements for

Managing Board remuneration. The aim is to lay the foundation

for granting shares of the Company to members of the

Managing Board as the variable component of their remunera-

tion instead of a cash payment in the future as well, creating an

incentive to ensure long-term, sustainable management of the

Company.

The authorization also provides for the ability to transfer the

shares to both beneficiaries and current and former members

of the Company’s Managing Board to whom share grants were

made in connection with the admission of the Company’s

shares to trading on the stock exchange. Such grants were

made for 198,104 shares in the course of the Company’s

listing in 2013, of which 141,163 are still currently outstanding.

30

The intention is for the Company to continue to be able to offer

treasury shares against noncash consideration, in particular as

(partial) consideration in business combinations or in connec-

tion with the acquisition of companies, parts of companies, or

equity interests in companies. In such transactions, sellers

often prefer to receive shares as consideration, and interna-

tional competition means that this type of financing is also

increasingly required for acquisitions. The authorization being

proposed here gives the Managing Board the necessary

freedom to exploit any opportunities that arise to acquire

companies, parts of companies, or equity interests quickly and

flexibly in both national and international markets. The same

applies to the acquisition of assets such as intellectual property

rights. The proposed disapplication of preemptive rights is in

line with this requirement. When determining relative valua-

tions, the Managing Board will ensure that shareholders’

interests are adequately safeguarded. Generally, when valuing

the shares granted as consideration, the Managing Board will

be guided by the quoted market price of the Company’s

shares. It is not planned to apply any fixed formula in relation to

the quoted market price, in particular to avoid the results of

negotiations being called into question by fluctuations in the

quoted market price.

The proposed authorization to disapply preemptive rights when

using the purchased shares to service acquisition obligations

or acquisition rights relating to OSRAM Licht AG shares arising

from or in connection with convertible bonds or bonds with

warrants issued by the Company or its Group companies

makes it possible in these cases to avoid issuing new shares of

the Company, in particular from contingent capital, and instead

to use previously purchased treasury shares.

Finally, the authorization also provides for the ability to redeem

purchased treasury shares. The aim is to make it possible to

redeem shares either in such a way that the Company’s share

capital is reduced, or without such a reduction in the share

capital, by simply redeeming the shares while simultaneously

increasing the proportionate interest in the share capital

attributable to the remaining shares. Shareholders’ rights are

not affected in either of these cases.

The Managing Board will report on any exercise of the

authorization to acquire treasury shares to the following

General Meeting in each case in accordance with section 71(3)

sentence 1 of the AktG, where applicable in conjunction with

section 160(1) no. 2 of the AktG.

31

Total number of shares and voting rights

As of the date of issue of the notice convening the General

Meeting, the Company has a total of 104,689,400 no-par

value shares carrying participation and voting rights, each

entitling the holder to one vote. The total number of voting

rights is therefore 104,689,400.

As of the date of issue of the notice convening the General

Meeting, each of the total figures above includes 102,123

treasury shares held by the Company, from which it does not

derive any rights.

Information on attendance

Registration for the General Meeting

Those shareholders who have submitted timely notification of

attendance and who are recorded as the shareholders of the

relevant shares in the Company’s share register at the time of

the General Meeting are entitled to attend the General Meeting

and exercise voting rights.

Registrations must be received by the Company in text form

(see section 126b of the Bürgerliches Gesetzbuch (BGB—

German Civil Code)) in German or English by no later than

12 midnight (CET) on Thursday, February 19, 2015

at the following address:

OSRAM Licht AG

Hauptversammlung 2015

c/o Computershare Operations Center

80249 Munich

GERMANY

or by fax to: +49 89 30903-74675

or by email to: anmeldestelle@computershare.de

In addition, the Company offers its shareholders the opportu-

nity to register online through the shareholder portal, which is

accessible at www.osram-licht.com/agm. The access data

required for this portal will be mailed to shareholders together

with the invitation.

Further information on the registration procedure is provided

on the registration form (which may also be used to appoint a

proxy and issue instructions to the proxies designated by the

Company) mailed to shareholders with the letter of invitation,

as well as online in the shareholder portal.

32

Credit institutions, shareholders’ associations and persons,

institutions, or companies given an equal status under section

135(8) or section 135(10) in conjunction with section 125(5) of

the AktG may exercise voting rights for shares not owned by

them, but which are recorded under their name in the Compa-

ny’s share register, only on the basis of an authorization by the

shareholder concerned.

Blocks of admission tickets and voting cards will be issued to

the shareholders entitled to attend or their proxies.

Free disposability of shares and technical record date

A shareholder’s registration to attend the General Meeting will

not result in his or her shares being blocked, i.e., even after

registering, shareholders can still dispose of their shares

without any restriction. The right to attend and vote is deter-

mined on the basis of the number of shares entered in the

Company’s share register on the date of the General Meeting.

This number will correspond to the number of shares regis-

tered at the end of the closing date for the registration period,

since instructions to amend the Company’s share register

received from February 20, 2015, up to and including February

26, 2015, will only be processed and taken into account with

effect from after the General Meeting on February 26, 2015.

The technical record date is therefore 12 midnight (CET) on

February 19, 2015.

Procedure for voting by proxy

Shareholders of record may also be represented at the General

Meeting and exercise their voting rights via a proxy, e.g., a

credit institution or a shareholders’ association. If a shareholder

appoints more than one person to serve as their proxy, the

Company may reject one or more of these persons. In the

case of proxies, too, timely registration by the shareholder or

the proxy must be ensured in accordance with the provisions

set out in the section entitled “Registration for the General

Meeting” above.

Proxy instruments, revocation of proxies, and proof that

proxies have been granted submitted to the Company must be

in text form (section 126b of the BGB) if neither a credit

institution nor a shareholders’ association nor any other

persons, institutions, or companies granted equal status under

section 135(8) or section 135(10) in conjunction with section

125(5) of the AktG have been appointed.

Shareholders can use the form mailed with the letter of

invitation and made available at www.osram-licht.com/agm to

appoint a proxy. In addition, the Company offers its share-

33

holders the opportunity to appoint proxies via the shareholder

portal, which is accessible at www.osram-licht.com/agm. The

access data required for this portal will be mailed to share-

holders with the invitation.

There are other ways of appointing proxies, but these must

likewise satisfy the text form requirement (section 126b of the

BGB) if neither a credit institution nor a shareholders’ associa-

tion nor other persons, institutions, or companies granted

equal status under section 135(8) or section 135(10) in

conjunction with section 125(5) of the AktG are appointed.

We offer our shareholders the opportunity to also send

declarations of the appointment of proxies, proof of authoriza-

tion to be submitted to the Company, and any revocations of

proxies by mail, e-mail, or fax to the address, e-mail address,

or fax number provided under “Registration for the General

Meeting” above. However, proof of proxy can also be furnished

by the proxy at the entry control point on the day of the

General Meeting.

If a credit institution, a shareholders’ association or other

persons, institutions, or companies granted equal status under

section 135(8) or section 135(10) in conjunction with section

125(5) of the AktG have been appointed as a proxy, there is no

text form requirement. In accordance with the relevant legal

provisions, in these cases the authorization must be granted to

a specific proxy and must be documented by the proxy in a

verifiable form. Furthermore, the proxy declaration must be

complete and may contain only statements relating to the exer-

cise of voting rights. Accordingly, if you intend to authorize a

credit institution, a shareholders’ association, or other persons,

institutions, or companies granted equal status under section

135(8) or section 135(10) in conjunction with section 125(5) of

the AktG, please agree on the form of proxy with those

institutions, persons, or companies. However, in accordance

with section 135(7) of the AktG, a violation of these and certain

other requirements set out in section 135 of the AktG relating

to the appointment as a proxy of a credit institution, a share-

holders’ association, or other persons, institutions, or compa-

nies granted equal status under section 135(8) or section

135(10) in conjunction with section 125(5) of the AktG shall not

affect the validity of their voting.

As a service for its shareholders, the Company has additionally

appointed the OSRAM employees Carola Endres and Jochen

Berner as proxies, whom you may also authorize to cast votes.

The proxies appointed by the Company will exercise their

voting rights solely in accordance with the instructions issued

by the shareholders. Proxy instruments must be granted and

34

instructions to the Company-appointed proxies issued by no

later than 12 midnight (CET) on Wednesday, February 25,

2015 (time of receipt) by mail, e-mail, or fax to the address,

e-mail address, or fax number given under “Registration for the

General Meeting” above. Please use the form enclosed with

the registration documents and made available at www.

osram-licht.com/agm for this. Alternatively, you can issue the

proxy instrument and instructions to the Company-appointed

proxies, also by no later than 12 midnight (CET) on

Wednesday, February 25, 2015, via the shareholder portal,

which is accessible at www.osram-licht.com/agm. Instructions

given may also be changed up to 12 midnight (CET) on

February 25, 2015, via the shareholder portal. After the end of

February 25, 2015, shareholders will only be able to appoint

proxies and issue instructions to the Company-appointed

proxies by completing the form enclosed with the block of

voting cards and submitting it at the designated desk by no

later than the end of the general debate at the General

Meeting.

Even when the Company-nominated proxies are appointed,

timely registration must be ensured in accordance with the

provisions of the section entitled “Registration for the General

Meeting” above.

It is important to pay due regard to the fact that the proxy

instruments only authorize the Company-appointed proxies to

represent shareholders for voting purposes if and insofar as the

proxies were issued with explicit and clear instructions about

individual items on the agenda. In the absence of explicit or

clear instructions, proxies shall abstain from voting on the item

concerned. The proxies are obligated to vote as instructed. If

separate ballots are held on an agenda item without this being

communicated prior to the General Meeting, an instruction for

this agenda item as a whole shall be taken to apply accord-

ingly to each separate ballot item. The Company-appointed

proxies may not accept instructions on procedural motions or

other motions or proposals for election not announced in

advance; they will also not accept instructions to speak, to file

objections to resolutions by the General Meeting, to ask

questions, or to put forward motions. Personal attendance by

a shareholder or an authorized third party at the General

Meeting will automatically be considered as revoking the proxy

instrument and instructions previously given to the Compa-

ny-appointed proxy.

Further information on the proxy voting procedure is provided

on the registration form mailed to shareholders with the letter

of invitation.

35

Queries, motions, proposals for election, and requests

for information

(Information on shareholders’ rights in accordance with

sections 122(2), 126(1), 127, and 131(1) of the AktG)

Motions for additions to the agenda in accordance with

section 122(2) of the AktG

Shareholders whose shares when taken together amount to

one-twentieth of the share capital or a proportionate interest of

€500,000 (corresponding to 500,000 shares) may require

items to be placed on the agenda and published. Each new

item must be accompanied by the reasons for it or by a

proposed resolution. The notice requiring the new item to be

added must be submitted in writing to the Managing Board of

OSRAM Licht AG and must be received by the Company no

later than 12 midnight (CET) on Monday, January 26, 2015.

Please use the following address to submit your requests:

Managing Board of OSRAM Licht AG

Marcel-Breuer-Str. 6

80807 Munich, Germany.

Unless already made public at the time of the notice convening

the General Meeting, additions to the agenda requiring

publication will be published immediately on receipt in the

Bundesanzeiger (Federal Gazette) and submitted for publica-

tion to those media as may be expected to disseminate the

information throughout the European Union as a whole. In

addition, such requests will be published on the Internet at

www.osram-licht.com/agm and communicated to the share-

holders in accordance with section 125(1) sentence 3 of the

AktG.

Countermotions to proposals and proposals for election

in accordance with sections 126(1) and 127 of the AktG

In addition, shareholders may submit to the Company counter-

motions to proposals by the Managing Board and/or Supervi-

sory Board on specific agenda items as well as proposals for

the election of Supervisory Board members or auditors.

In accordance with section 126(1) of the AktG, motions by

shareholders including the shareholder’s name, the reasons for

the motion, and any statement by the management shall be

made available to the persons entitled under section 125(1)

through (3) of the AktG (shareholders requesting this informa-

tion, among others) under the conditions stated therein if at

least 14 days before the General Meeting the shareholder

sends the Company, at the address provided below, a

countermotion to a proposal by the Managing Board and/or

36

Supervisory Board concerning a specific item on the agenda,

stating the reasons for it. The day of receipt and the day of the

General Meeting shall not be taken into account. The last

possible time of receipt is therefore 12 midnight (CET) on

Wednesday, February 11, 2015. A countermotion need not be

made available if one of the exclusions set out in section 126(2)

of the AktG is applicable. The reasons also need not be made

available if they exceed a total of 5,000 characters.

Reasons need not be given for proposals for election made by

shareholders in accordance with section 127 of the AktG.

Proposals for election will only be made available if they include

the name, practiced profession, and place of residence of the

nominee plus, in the case of an election of members of the

Supervisory Board, information about their membership of

other statutory supervisory boards (see section 127 sentence

3 in conjunction with sections 124(3) and 125(1) sentence 5 of

the AktG). In accordance with section 127 sentence 1 of the

AktG in conjunction with section 126(2) of the AktG, there are

other reasons why proposals for election need not be made

available on the website in certain cases. In all other respects,

the requirements and rules for making motions available apply

with the necessary modifications.

The right of every shareholder to put forward counter-motions

or make proposals for election relating to the various items on

the agenda during the General Meeting, without previously

submitting them to the Company, remains unaffected. Please

note that countermotions or proposals for election submitted in

advance to the Company by the specified deadline will only be

given consideration at the General Meeting if they are put

forward verbally at the meeting.

All motions (including the reasons for them) or proposals for

election by shareholders in accordance with sections 126(1)

and 127 of the AktG must be sent solely to the address below:

OSRAM Licht AG

Hauptversammlung 2015

c/o Computershare Operations Center

Prannerstr. 8

80333 Munich

GERMANY

Fax: +49 (0)89 / 6213-3629

or e-mailed to: Countermotion@osram.com

37

Motions and proposals for election by shareholders to be

made available (including the shareholder’s name and—in the

case of motions—the reasons for them) will be made available

on the Company’s website on receipt at www.osram-licht.

com/agm. Any statements by the management will also be

made available at the web address given above.

Right to information in accordance with section 131(1) of

the AktG

Every shareholder or shareholder representative present at the

General Meeting may request from the Managing Board

information on matters concerning the Company, the legal and

business relationships between the Company and its affiliated

companies, and the situation of the Group and the Company’s

consolidated subsidiaries, to the extent that the information is

necessary to make an informed judgment about an item on the

agenda.

The information provided must comply with the principles of a

true and faithful account. The Managing Board may refuse to

answer individual questions for the reasons stated in section

131(3) of the AktG.

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.

Live broadcast of the speeches by the Chairman of the

Supervisory Board and by the Managing Board

The speeches given by the Chairman of the Supervisory Board

and by the Managing Board at the beginning 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.

Website on which the notice of the General Meeting and

the information in accordance with section 124a of the

AktG are available

The notice convening the General Meeting, together with the

information and explanations required by law, is also acces-

sible on our website, www.osram-licht.com/agm, which

additionally contains the information required by section 124a

of the AktG.

38

The voting results will be made available at the same address

after the General Meeting.

The notice of the General Meeting has been submitted for

publication to those media as may be expected to disseminate

the information throughout the European Union as a whole.

Munich, January 2015

OSRAM Licht AG

The Managing Board

This version of the Notice Convening the Annual General

Meeting, prepared for the convenience of English-speaking

readers, is a translation of the German original. For the

purposes of interpretation the German text shall be authorita-

tive and final.

39

OSRAM Licht AG

Marcel-Breuer-Straße 680807 MunichGermanyPhone +49 89 6213-0Fax +49 89 6213-2020

www.osram-licht.com