EGM-2023 | ams OSRAM

Not for distribution or release, directly or indirectly, in or into the United States, Australia, Canada or Japan or any other jurisdiction in which such distribution or release would be unlawful

ams OSRAM’s Extraordinary General Meeting approves all voting items incl. capital raise to secure a long-term stable financial base for structural growth

Premstaetten, Austria and Munich, Germany (20 October 2023) -- ams OSRAM
(SIX: AMS), announces that in today’s Extraordinary General Meeting (“EGM”) all voting items on the agenda were approved with majorities of the votes cast ranging from 87.5% to 99.9%.

The EGM of ams OSRAM approved with a large majority and without any contestation the proposed rights issue in the amount of EUR 800 million, which is a centerpiece of the recently presented financing plan, covering the expected financing needs until 2025/26. The respective rights issue is expected to take place this fall/winter 2023/24, subject to market conditions.

“We are very pleased that our shareholders trust in our recently announced financing plan and the strategic direction we are taking. Approving the capital raise, which is intended primarily for the reduction of debt, is the centerpiece for creating a solid financial base on which we can execute our revised strategy to create sustainable value,” said Aldo Kamper, CEO of ams OSRAM.

Furthermore, also in accordance with the EGM agenda, Arunjai Mittal was elected as a new member of the Supervisory Board. Arunjai has over 30 years of experience in the industry (link to CV). He will further strengthen the technology and industry expertise of the Supervisory Board.

Disclaimer

This announcement constitutes neither an offer to sell nor a solicitation to buy securities. Any offer regarding any publicly offered securities of ams-OSRAM AG (“ams-OSRAM AG” or the “Company,” and together with its subsidiaries, the “Group”) in Austria will be made solely by means of, and on the basis of, a securities prospectus (including any supplements thereto, if any) to be approved by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde, the “FMA”) and to be published in accordance with the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) on the website of the Company (www.ams-osram.com). An investment decision regarding any publicly offered securities of ams-OSRAM AG should only be made on the basis of a prospectus. Any orders relating to securities of ams-OSRAM AG received prior to the commencement of a public offering will be rejected. If a public offering is to be made in Austria, a securities prospectus will be published promptly upon approval by FMA in accordance with the Prospectus Regulation and will be available free of charge from ams-OSRAM AG during usual business hours, or on the ams-OSRAM AG website.

This announcement is not a prospectus according to Articles 35 et seqq. of the Swiss Financial Services Act (the “FinSA”) and as such does not constitute an offer to sell nor a solicitation to buy securities of ams-OSRAM AG or any other company. This announcement is made for information purposes only and shall not constitute investment advice. Any offer regarding any publicly offered securities of ams-OSRAM AG in Switzerland will be solely made by means of, and on the basis of, a prospectus (including any supplements thereto, if any) that is deemed approved in Switzerland without additional approval procedure in accordance with the FinSA, which will be made available free of charge from ams-OSRAM AG and UBS AG during regular business hours, or on the ams-OSRAM AG website prior to the public offering. An investment decision regarding any publicly offered securities of ams-OSRAM AG should only be made on the basis of the prospectus published for such purpose.

This announcement is not for distribution or release, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or any other jurisdiction in which such distribution or release would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan, or any other jurisdiction in which such offer or solicitation may be unlawful. Any failure to comply with these restrictions may constitute a violation of United States, Canadian, Australian, Japanese or other applicable securities laws. The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”). The securities may not be offered or sold in the United States, absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of the securities in the United States.

This announcement is not a prospectus for the purposes of Prospectus Regulation or Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”) but an advertisement for the purposes of the Prospectus Regulation and the UK Prospectus Regulation, and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities of ams-OSRAM AG. Investors should not subscribe for any securities referred to in this document except on the basis of the information contained in any prospectus relating to the securities, the former of which may be published by the Company in final form on its website (www.ams-osram.com). Any such prospectus would include a description of risk factors in relation to an investment in the Group. You should conduct your own independent analysis of all relevant data provided in any prospectus and you are advised to obtain independent expert advice as to the legal, tax, accounting, financial, credit and other related aspects before making any investment decision.

No representation, warranty or undertaking, express or implied, is made by the Group, its shareholders, HSBC, Morgan Stanley or UBS (the “Banks”) or any of the Group’s, its shareholders’ or the Bank’s respective affiliates or any of its or their respective directors, officers, employees or agents (the “Representatives”) or any other person as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information set forth in this announcement or the opinions contained therein or any other statement made or purported to be made in connection with the Company or the Group, for any purpose whatsoever. No responsibility, obligation or liability whatsoever, whether arising in tort, contract or otherwise, is or will be accepted by the Group, the Company, its shareholders or the Banks or any of their respective Representatives or any other person for any loss, cost or damage howsoever arising from any use of the information contained in this announcement, or for information or opinions or for any errors, omissions or misstatements contained therein or otherwise arising in connection therewith.

The information in this announcement is of an abbreviated nature and is subject to updating, revision, amendment, verification, correction, completion and change without notice. None of the Group, the Company, its shareholders, the Banks or any of their respective Representatives or any other person undertakes any obligation to provide the attendee or recipient with access to any additional information or to update the information in this announcement or to correct any inaccuracies in any such information, including any financial data or forward-looking statements. Such information should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments which may occur after the date thereof. None of the Group, the Company, its shareholders, the Banks or any of their respective Representatives have independently verified any of the information in this announcement.

This announcement may contain statements about ams-OSRAM AG or the Group that are or may constitute or include forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “plans”, “targets”, “aims”, “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “continues”, “should” and similar expressions. These forward-looking statements reflect, at the time made, the Group’s beliefs, intentions and current targets/aims concerning, among other things, the Company’s or the Group’s results of operations, financial condition, liquidity, prospects, growth and strategies. Forward-looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; economic outlook and industry trends; developments of the Company’s or the Group’s markets; and the strength of the Company’s or any other member of the Group’s competitors. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in the Group’s records and other data available from third parties. Although the Group believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual outcomes and the results of operations, financial condition and liquidity of the Company and other members of the Group or the industry to differ materially from those results expressed or implied in this announcement by such forward-looking statements. No assurances can be given that the forward-looking statements will be realized. The forward-looking statements speak only as of the date of this announcement. The Group expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements to reflect any change in the Group’s expectations with regard thereto or any changes in events, conditions or circumstances on which any forward-looking statements are based. No representation or warranty is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. Undue influence should not be given to, and no reliance should be placed on, any forward-looking statement.

The Banks are acting only for the Company and no one else, will not regard any person (whether or not a recipient of this announcement) other than the Company as a client, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, and will not be responsible for providing advice to anyone in relation to the transactions described herein, or other matter or arrangement referred to in this document.