www.osram-licht.com

Invitationto the Annual General Meetingof OSRAM Licht AG, on February 16, 2016

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Dear Shareholders,

We hereby invite you to the

Annual General Meeting of OSRAM Licht AG

to be held at the

ICM (Internationales Congress Center München),

Am Messesee 6, Messegelände,

81829 Munich, Germany,

on Tuesday, February 16, 2016, starting at 10:00 a.m.

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1. Presentation of the adopted annual financial

statements, the approved consolidated financial

statements, and the combined management report

for OSRAM Licht AG and the Group for fiscal year

2014/2015, 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,

2015, plus the report of the Supervisory Board, the

corporate governance report, and the remuneration

report for fiscal year 2014/2015.

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 2014/2015 of €94,220,460.00

be used to distribute a dividend of €0.90 per divi-

dend-bearing share, and that the remaining amount

be carried forward to new account.

Agenda

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The total dividend thus amounts to €94,183,324.20

for 104,648,138 dividend-bearing shares. The

41,262 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.

The net retained profits are thus to be appropriated

as follows:

Net retained profits: €94,220,460.00

Distribution to

shareholders: €94,183,324.20

Profit carried forward: €37,135.80

If the number of dividend-bearing shares for fiscal

year 2014/2015 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 appropri-

ately adjusted amount to be carried forward.

3. Resolution on the approval of the actions of the

members of the Managing Board for fiscal year

2014/2015

The Supervisory Board and the Managing Board

propose that the actions of the members of the

Managing Board in office in fiscal year 2014/2015

be approved for this period.

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4. Resolution on the approval of the actions of the

members of the Supervisory Board for fiscal year

2014/2015

The Supervisory Board and the Managing Board

propose that the actions of the members of the

Supervisory Board in office in fiscal year 2014/2015

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 financial information

Based in each instance on the recommendation of

the Audit Committee, the Supervisory Board

proposes the following resolutions:

a) Ernst & Young GmbH Wirtschaftsprüfungs-

gesellschaft, Stuttgart, shall be appointed as

the auditor of the annual financial statements

and consolidated financial statements for fiscal

year 2015/2016.

b) Ernst & Young GmbH Wirtschaftsprüfungs-

gesellschaft, Stuttgart, shall be appointed as

the auditor to review the condensed interim

consolidated financial statements and the

Group interim management report for the first

half of fiscal year 2015/2016.

c) Ernst & Young GmbH Wirtschaftsprüfungs-

gesellschaft, Stuttgart, shall be appointed as

the auditor to review any additional condensed

interim consolidated financial statements and

Group interim management reports for fiscal

year 2015/2016 and for the first quarter of fiscal

year 2016/2017.

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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 41,262 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 Bürger-

liches Gesetzbuch (BGB—German Civil Code)) in

German or English by no later than

12 midnight (CET) on Tuesday, February 9, 2016

at the following address:

OSRAM Licht AG

Hauptversammlung 2016

c/o Computershare Operations Center

80249 Munich

GERMANY

or by fax to: +49 89 30903-74675

or by email to: anmeldestelle@computershare.de

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In addition, the Company offers its shareholders the

opportunity 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 share-

holders with the letter of invitation, as well as online in

the shareholder portal.

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

Company’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.

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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 determined 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

registered at the end of the closing date for the registra-

tion period, since instructions to amend the Compa-

ny’s share register received from February 10, 2016,

up to and including February 16, 2016, will only be

processed and taken into account with effect from

after the General Meeting on February 16, 2016.

The technical record date is therefore 12 midnight (CET)

on February 9, 2016.

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.

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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 shareholders 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 shareholders

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’ association nor other persons, institu-

tions, 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

authorization 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 exercise of voting rights. Accordingly, if

you intend to authorize a credit institution, a share-

holders’ association, or other persons, institutions, or

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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 shareholders’ associa-

tion, 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

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 share-

holders. Proxy instruments must be granted and

instructions to the Company-appointed proxies issued

by no later than 12 midnight (CET) on Monday,

February 15, 2016 (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 registra-

tion documents and made available at www.osram-

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

proxy instrument and instructions to the Company-ap-

pointed proxies, also by no later than 12 midnight

(CET) on Monday, February 15, 2016, via the share-

holder portal, which is accessible at www.osram-licht.

com/agm. Instructions given may also be changed up

to 12 midnight (CET) on February 15, 2016, via the

shareholder portal. After the end of February 15, 2016,

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.

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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-ap-

pointed 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 instruc-

tions, 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 accordingly 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 Company-ap-

pointed proxy.

Further information on the proxy voting procedure is

provided on the registration form mailed to share-

holders with the letter of invitation.

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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 accord-ance 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

Saturday, January 16, 2016. 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 immedi-

ately on receipt in the Bundesanzeiger (Federal

Gazette) and submitted for publication to those media

as may be expected to disseminate the information

throughout the European Union as a whole. In addi-

tion, such requests will be published on the Internet at

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

shareholders in accordance with section 125(1)

sentence 3 of the AktG.

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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

countermotions to proposals by the Managing Board

and/or Supervisory 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 information, 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 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 Monday, February 1,

2016. 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 charac-

ters.

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

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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 2016

c/o Computershare Operations Center

Prannerstr. 8

80333 Munich

GERMANY

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

or e-mailed to: Countermotion@osram.com

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

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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 judg-

ment 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 accord-

ance 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 Supervi-

sory Board and by the Managing Board at the begin-

ning of the General Meeting will be broadcast live over

the Internet. The speeches given by the Managing

Board will be available as a recording after the General

Meeting at www.osram-licht.com/agm.

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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 accessible on our website, www.osram-licht.com/

agm, which additionally contains the information

required by section 124a of the AktG.

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 2016

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 authoritative and final.

OSRAM Licht AG

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

www.osram-licht.com