OSRAM Licht - EGM 03 November 2020
General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company.
Item 1: At this EGM, shareholders are requested to approve a control and profit and loss transfer agreement between the Company and a subsidiary of AMS AG, which already holds some 69 percent in OSRAM. In this agreement, AMS offers to acquire the shares of the minority shareholders of OSRAM for a cash compensation in the amount of EUR 44.65 per share. The agreement also provides for an annual recurring compensation payment in the gross amount of EUR 2.57 (EUR 2.24 net based on the current taxation) per share for those who decide to remain shareholders of OSRAM.
OSRAM is already "de facto" controlled by AMS. The proposed agreement forms the basis for a more efficient collaboration of the companies. Outside shareholders are protected by various legal mechanisms. We recommend shareholders to support the proposal.
Osram Licht is a light manufacturering group based in Germany. Co.'s portfolio covers the entire value chain from components - including lamps, electronic control gear and opto semiconductors such as light-emitting diodes (LED) - as well as luminaires, light management systems and lighting solutions. Co. is also a supplier of automotive lamps and LED for vehicles. In addition, Co. maintains market activities in the field of electronic control gear (ECG) for lamps. Co.'s operations are organized along four business segments: Lamps & Components; Luminaires & Solutions; Specialty Lighting; and Opto Semiconductors.
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