Annual General Meeting

Frequently asked questions

As a result of the Covid-19 pandemic, the Board of Directors of LEONI AG, with the approval of the Supervisory Board, has decided to hold the 2021 Shareholders’ Meeting as a virtual Shareholders’ Meeting to protect all parties involved. We have summarised what this means in terms of arrangements and what consequences this has for shareholders in the following FAQ.

General

What is a virtual Shareholders’ Meeting?

The term “virtual Shareholders’ Meeting” refers to a Shareholders’ Meeting without the physical presence of the shareholders and their proxies at the meeting venue.  Due to the Covid-19 pandemic, holding an event with shareholders physically present would involve an unacceptable risk of infection. To ensure that Shareholders’ Meetings can continue to be held, however, the German Bundestag has adopted the “Act on measures taken under the laws governing corporations, cooperative societies, associations, foundations and residential property to combat the effects of the Covid-19 pandemic”, recently amended by the “Act to further shorten the residual debt discharge procedure, and to adjust pandemic-related provisions in the laws governing companies, cooperative societies, associations and foundations, and in rental and lease law”, hereinafter collectively the “Covid-19 Act”. As a result of this Act, the Shareholders’ Meeting can also be held in 2021 without requiring the physical presence of our shareholders.

LEONI AG will also hold this year's Shareholders’ Meeting as a virtual event on the basis of the provisions of this Act. As was the case in 2020, it will again not be possible for shareholders and their proxies to attend the Shareholders’ Meeting in person this year. Shareholders and their proxies may exercise their voting rights only by postal ballot or by granting powers of representation and issuing appropriate instructions to the voting representatives as appointed by the Company. You can participate in the Meeting via the live stream provided by the Shareholders’ Meeting Online Service.

For further information about the conditions for exercising your shareholders' rights, and about registering for the Shareholders’ Meeting in particular, please see the invitation to the Shareholders’ Meeting at www.leoni.com/de/hv2021/.

When will the LEONI AG Shareholders’ Meeting take place?

The Shareholders’ Meeting will be held at 12:00 (CEST) on Wednesday, 19 May 2021.

How can I participate in the Shareholders’ Meeting?

As a shareholder, you have the opportunity to follow the entire Shareholders’ Meeting as a live stream provided by the Shareholders’ Meeting Online Service at www.leoni.com/de/hv2021/. To do so, you must register for the Shareholders’ Meeting by midnight (24:00 CEST) on 12 May 2021 (date of receipt of registration). In addition, you can also submit your questions until midnight (24:00 CEST) on 17 May 2021 and you may exercise your voting rights via the Shareholders’ Meeting Online Service during the Meeting until the time when voting starts.

The Shareholders’ Meeting opening ceremony and the keynote speech from Aldo Kamper, Chairman of the Board of Directors, will be broadcast live from 12:00 (CEST) for the interested public at www.leoni.com/de/hv2021/ on the day of the Shareholders’ Meeting. A recording of the Chairman’s keynote speech will also be provided at this same URL after the end of the Shareholders’ Meeting.

How long will the Shareholders’ Meeting last?

The end of the Shareholders’ Meeting cannot be stated with any certainty, since it will depend on events in the Meeting itself and the number of questions submitted in advance.

Invitation and registration

Who is eligible to participate in the Shareholders’ Meeting?

Participation in the LEONI AG Shareholders’ Meeting is open to shareholders of LEONI AG and their proxies who have registered for the Shareholders’ Meeting by midnight (24:00 CEST) on Wednesday, 12 May 2021 at the latest and whose participating shares have been entered into the Share Register. These individuals are entitled to participate in the Shareholders’ Meeting over an electronic channel in order to exercise their rights to submit questions and to vote. Physical attendance at the Shareholders’ Meeting is unfortunately not possible for shareholders or their proxies. For further information about registration, please see the invitation to the Shareholders’ Meeting at www.leoni.com/de/hv2021/.

What should I do if I have not received an invitation to the Shareholders’ Meeting?

The last batch of invitation documents will be sent out on 28 April 2021. If you are a shareholder but have not received an invitation, please contact the Shareholder's Service by calling 0800 5600 484 (freephone within Germany) or +49 (0)6196 8870 703 (international), Monday to Friday (public holidays excepted) between 8:00 a.m. and 6:00 p.m. (CEST). The Service can also be contacted by fax (+49 69 2222-34290) or email (leoni.hv@linkmarketservices.de) and its postal address is LEONI AG Shareholder's Service, P.O. Box 1460, 61365 Friedrichsdorf, Germany.

How do I register for the Shareholders’ Meeting and when is the closing date?

Please register for the Shareholders’ Meeting by midnight (24:00 CEST) on Wednesday, 12 May 2021 at the latest. Full details can be found in the invitation letter, which will be sent to you by post or email from 22 April 2021 onwards.

Several options are available for registration. You can register by post by writing to the LEONI AG Shareholders’ Service at PO Box 1460, 61365 Friedrichsdorf, Germany or by faxing your registration letter to +49 69 2222-34290. You can also email the Shareholders’ Service at leoni.hv@linkmarketservices.de. From 22 April 2021 onwards, registration is also possible online by using the Shareholders’ Meeting Online Service at www.leoni.com/de/hv2021/. Please note that this service is subject to the technical availability of the LEONI AG website.

Can I also register for the Shareholders’ Meeting over the internet?

Yes. You can use our self-service registration option to register for the Shareholders’ Meeting. The Shareholders’ Meeting Online Service can be accessed at www.leoni.com/de/hv2021/ from 22 April 2021 onwards (subject to technical availability). Your invitation letter will include the shareholder number and individual access number that you need to use this service. Shareholders who have used the Shareholders’ Meeting Online Service in previous years should use the shareholder number included with their registration documents together with their existing personal password to register. Further information can also be found on the registration and authorisation form, and at the website address given above.

Other features of the Shareholders’ Meeting Online Service

You can use the Shareholders’ Meeting Online Service to submit, withdraw or change your postal ballot. You can use the Shareholders’ Meeting Online Service to issue powers of proxy, or to issue, revoke or amend powers of proxy and instructions to the voting representatives appointed by the Company. You can use the Shareholders’ Meeting Online Service to complete any of these actions until voting starts at the Shareholders’ Meeting on 19 May 2021.

The Shareholders’ Meeting Online Service can also be used to submit questions as well as objections to the notary’s minutes (during the Shareholders’ Meeting). For further information about shareholders’ rights, please see the invitation to the Shareholders’ Meeting.

After the Shareholders’ Meeting has taken place, a confirmation of the number of votes in accordance with AktG section 129(5) will be provided automatically by the Shareholders’ Meeting Online Service; this tally can be downloaded by voters within one month of the day of the Shareholders’ Meeting.

Where can I find the documents required for the Shareholders’ Meeting?

The necessary documents will be made available online at www.leoni.com/de/hv2021/ simultaneously with the publication of the convening notice and agenda in the Federal Gazette. These documents will also include further information about the Shareholders’ Meeting. This web page will also be used to publish any further announcements such as requests for additions to the agenda, nominations and motions from shareholders.

The necessary Shareholders’ Meeting documents can also be viewed during the Meeting by using the Online Service or by visiting the website.

The latest Annual Report can be viewed at www.leoni.com/de/hv2021/ or requested in PDF format from info@leoni.com.

What rights do I have as a shareholder in connection with the Shareholders’ Meeting?

For an explanation of important shareholders’ rights in relation to the Shareholders’ Meeting, please see www.leoni.com/de/hv2021/.

Right to ask questions, powers of proxy and instructions, voting

How can I ask questions?

Although the Covid-19 Act revokes your right as a shareholder to request information during the Shareholders’ Meeting as defined by AktG section 131, you are instead granted the right to ask questions in advance by using an electronic communications channel (Covid-19 Act, section 1(2), sent. 1, no. 3 ). In accordance with section 1(2), sent. 2, clause 1 of the Covid-19 Act, the Board of Directors is obliged to respond to these questions appropriately as it sees fit.

Questions from shareholders duly registered for the Shareholders’ Meeting must be submitted to the Company exclusively via the Shareholders’ Meeting Online Service at www.leoni.com/de/hv2021/ by midnight (24:00 CEST) on Monday, 17 May 2021.

Can I be represented at the Shareholders’ Meeting and appoint a proxy/issue instructions in advance?

Duly registered shareholders can be represented at the Shareholders’ Meeting by the voting representatives as appointed by the Company. Powers of proxy and instructions to the voting representatives appointed by the Company may be issued, amended or revoked in writing by using the proxy and instruction form provided for this purpose. The deadline for all such proxy business is midnight (24:00 CEST) on Tuesday, 18 May 2021. Please return the form to the following address:

LEONI AG Shareholders’ Service

P.O. Box 1460, 61365 Friedrichsdorf, Germany

Fax: +49 69 2222-34290

Email: leoni.hv@linkmarketservices.de

Powers of proxy for the voting representatives appointed by the Company can also be issued electronically by using the personal Shareholders’ Meeting Online Service at www.leoni.com/de/hv2021/. The personal Shareholders’ Meeting Online Service can also be used during the Shareholders’ Meeting for the purposes of issuing, revoking or changing powers of proxy and instructions for the voting representatives appointed by the Company until voting starts.

In addition, shareholders may also appoint their own proxies, such as financial institutions, shareholder associations or other third parties, and have their voting rights exercised by these authorised representatives. The prohibition on physical attendance at the Meeting also applies to any proxies whom you appoint in this way. Accordingly, these proxies may exercise voting rights for the shareholders they represent only by submitting a postal ballot or by granting their delegated powers of proxy to the voting representatives appointed by the Company. The respective regulations apply in each case. To use the Shareholders’ Meeting Service, a shareholder’s proxy must be given the access credentials as provided to the shareholder with the registration documents that were sent out for the Shareholders’ Meeting. Use of these personal access credentials by the shareholder’s proxy is also deemed proof of authorisation by the shareholder.

Can I also submit a postal ballot?

Duly registered shareholders can submit their votes by postal ballot. These postal ballots may be sent to the Company by post, fax or email, or submitted by using the Shareholders’ Meeting Online Service. Postal ballots sent in writing (i.e. not using the Online Service) must use the postal ballot form that is sent to the shareholder together with the registration documents. This postal ballot form is also available online at www.leoni.com/de/hv2021/.

Postal ballots in writing may be submitted (including instructions to amend or withdraw votes) to the following addresses by midnight (24:00 CEST) on Tuesday, 18 May 2021 at the latest:

LEONI AG Shareholders’ Service

P.O. Box 1460, 61365 Friedrichsdorf, Germany

Fax: +49 69 2222-34290

Email: leoni.hv@linkmarketservices.de

Postal ballots can also be submitted, amended or withdrawn by using the Shareholders’ Meeting Online Service at www.leoni.com/de/hv2021/. During the Shareholders’ Meeting, the Shareholders’ Meeting Online Service is also available for the submission, amendment or withdrawal of postal ballots until voting starts.

Will the voting results be published?

The voting results will be published on the LEONI AG website at www.leoni.com/de/hv2021/ after the Shareholders’ Meeting.

How can I submit countermotions, nominations and opinions on the agenda?

Shareholders can submit countermotions to recommendations made by the Board of Directors and/or Supervisory Board regarding certain agenda items as well as nominations for the election of Supervisory Board members or auditors before the Shareholders’ Meeting. Submissions must be received by midnight (24:00 CEST) on Tuesday, 4 May 2021. Such motions (and the reasons for proposing them) and nominations must be sent to the following addresses:

LEONI AG

Corporate Investor Relations

Marienstraße 7

90402 Nuremberg, Germany

Fax: +49 911 2023-10134

Email: hv@leoni.com

Opinions on the agenda may be sent in writing to the above postal address, fax number or email address by midnight (24:00 CEST) on Sunday, 16 May 2021 at the latest. Please state your name and shareholder number in all correspondence. Opinions will be published accordingly.

For further details of all of the above options, please see the invitation to the Shareholders’ Meeting. More detailed information about your rights as a shareholder in relation to the Shareholders’ Meeting can also be found at www.leoni.com/de/hv2021/.

How can I submit an objection to the notary’s minutes?

From the start of the Shareholders’ Meeting until the end of the Meeting, duly registered shareholders may use the Shareholders’ Meeting Online Service at www.leoni.com/de/hv2021/ to submit objections to the notary’s minutes.

For further information, please see the invitation to the Shareholders’ Meeting at www.leoni.com/de/hv2021/.

Other questions

When will the Shareholders’ Meeting live stream start?

The Shareholders’ Meeting opening ceremony and the keynote speech from Aldo Kamper, Chairman of the Board of Directors, will be broadcast live from 12:00 (CEST) on the day of the Meeting. The stream will be publicly accessible at www.leoni.com/de/hv2021/. After the Shareholders’ Meeting, a recording of the Chairman’s keynote speech will be made available at this website address. Duly registered shareholders can follow a live stream of the entire Meeting from the Shareholders’ Meeting Online Service provided at www.leoni.com/de/hv2021/.

What browsers are compatible with the Shareholders’ Meeting Online Service?

You will need a browser that can handle 256-bit SSL encryption. We recommend the Mozilla Firefox browser or the Microsoft Internet Explorer browser (version 6.0 or better). To check your current version and supported encryption, first open your browser. Then click the question mark on the menu bar at the top of the screen and select “Info”. A new window appears, showing details of the browser version and the supported encryption standards.

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