Partial Repurchase of Convertible Bond (EUR 760,000,000 2.125% Coupon Convertible Bond 2020 – 2027)

Ad hoc Announcement pursuant to Art. 53 Listing Rules of SIX Swiss Exchange

Disclosure of an inside information according to Article 17 MAR of the Regulation (EU) No 596/2014
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

​​​​​​​ams OSRAM announces partial repurchase offer for up to EUR 300 million in principal amount of its outstanding convertible bonds due 2027

Premstaetten, Austria, and Munich, Germany (18 December 2025) -- ams OSRAM (the “Company”) announces the launch of a convertible bond tender and invites current bondholders to submit offers to sell up to EUR 300 m in principal amount of the outstanding EUR 760 m convertible bonds due 2027 (ISIN: DE000A283WZ3) (the “Bonds”) (the “Tender Offer”).

The repurchase price per Bond tendered will be determined through a Dutch Auction procedure and will be set between 94.00 % and 96.00 % of the principal amount per Bond (equal to EUR 94,000 and EUR 96,000 per Bond). The Company will also pay interest accrued on the purchased Bonds from and including the interest payment date of the Bonds immediately preceding the Settlement Date (as described below) to but excluding the Settlement Date.

The cooling-off period, during which no tenders are accepted, will commence on 19 December 2025 and will end on 9 January 2026. The repurchase period will commence on 12 January 2026 and will expire on 16 January 2026 at 5:00 p.m. CET. 

The settlement date is expected to occur on 21 January 2026 (the “Settlement Date”). 

The Bonds are listed and trade on the non-regulated open market segment (Freiverkehr) of the Frankfurt Stock Exchange (ISIN: DE000A283WZ3).

Bondholders are referred to the repurchase notice published on the Company’s website under https://ams-osram.com/about-us/investor-relations/share-capital/convertible-bond-buy-back.

Important notice:

This announcement does not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such Tender Offer or for there to be such participation under applicable laws and regulations. The distribution of this announcement in certain jurisdictions may be restricted by laws and regulations. Persons into whose possession this announcement or other information referred to herein comes are required by each of the Company and the dealer manager to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

THIS ANNOUNCEMENT MAY NOT BE PUBLISHED, DISTRIBUTED OR TRANSMITTED, DIRECTLY OR INDIRECTLY, (I) TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933) (A “U.S. PERSON”), (II) TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”), (III) INTO THE UNITED STATES, (IV) BY USE OF THE MAILS, OR BY ANY OTHER MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE, OR OF ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE, OF THE UNITED STATES, AND THE BONDS CANNOT BE TENDERED IN THE TENDER OFFER BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY OR FROM WITHIN THE UNITED STATES OR FROM ANY U.S. PERSON OR (V) INTO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL.

This announcement is not an extension of a tender offer in the United States for securities of the Company. A tender offer for the sale of the Bonds is not being made within the United States or to, or for the account or benefit of, persons located or resident in the United States. In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any purported tender of Bonds resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by, or by any person acting for the account of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each holder of the Bonds participating in the Tender Offer will represent that (A) it is not a U.S. Person, and it is not located in the United States and it is not participating in such Tender Offer from the United States, or (B) it is acting on a non-discretionary basis for a principal that is not a U.S. Person, that is located outside the United States and that is not giving an order to participate in such Tender Offer from the United States.