Disclaimer

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LEGAL NOTICE – IMPORTANT

Public delisting tender offer by ams Offer GmbH to the shareholders of OSRAM Licht AG

Access to the Delisting Offer

Please read this notice carefully.

You have entered the website which ams Offer GmbH, a wholly-owned subsidiary of ams AG, has designated for the publication of documents and information in connection with the public delisting tender offer to acquire all shares of OSRAM Licht AG pursuant to the German Stock Exchange Act (Börsengesetz – BörsG) in conjunction with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) (the “Delisting Offer“).

Shareholders of OSRAM Licht AG are kindly requested to read and acknowledge the following legal notice on this page before going on to the pages containing information about the Delisting Offer.

Important Legal Information

On 3 May 2021, ams Offer GmbH (the “Bidder”) announced to make a public delisting tender offer to the shareholders of OSRAM Licht AG (the “OSRAM Shareholders”) to acquire all no-par value registered shares (nennwertlose Namensaktien) in OSRAM Licht AG (the “OSRAM Shares”) by way of a public delisting tender offer.

The Delisting Offer to be published on this website will exclusively be made on the basis of the terms set out in the offer document which will be published after its publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).

The Delisting Offer to the OSRAM Shareholders for the acquisition of all OSRAM Shares is implemented in accordance with German law, in particular the provisions of the BörsG and the WpÜG.

To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder, its affiliates and/or brokers acting on their behalf may from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, OSRAM Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, OSRAM Shares, other than pursuant to the Delisting Offer, before, during or after the period in which the Delisting Offer will remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by law or regulation in Germany or other relevant jurisdictions or by the provisions of the offer document.

The Delisting Offer will not made and is not intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the Delisting Offer or of the offer document containing the Delisting Offer are applied for or initiated by the Bidder or the persons acting jointly with the Bidder within the meaning of section 2 para. 5 sentence 1 and 3 WpÜG outside of the Federal Republic of Germany.

The publication, dispatch, distribution or dissemination of the offer document or other documents connected with the Delisting Offer, which are contained on this website, outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, and Switzerland may be subject to legal restrictions. The offer document and other documents connected with the Delisting Offer, which are contained on this website, may not be dispatched to, or disseminated, distributed or published in, countries where this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document or other documents connected with the Delisting Offer, which are contained on this website, outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, and Switzerland. The ability of a shareholder of OSRAM Licht AG who is not located in or a citizen of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, and Switzerland to accept the Delisting Offer might be affected by the laws of the jurisdiction in which such shareholder is located or of which such shareholder is a citizen. OSRAM Shareholders who come into possession of the offer document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, and Switzerland, who wish to accept the Delisting Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, and Switzerland and/or who are subject to legal provisions other than those of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, and Switzerland are advised to inform themselves of the applicable legal provisions and to comply with them. The Bidder assumes no responsibility for acceptance of the Delisting Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, and Switzerland being permissible under the applicable legal provisions.

All information contained on, or accessible through, this website is for information purposes as well as the purpose of complying with the provisions of the BörsG, the WpÜG, the pertinent regulation (WpÜG-Angebotsverordnung) and other legal requirements applicable in relation to the Delisting Offer. The Bidder does not assume any obligation to keep the information and documents which are made available up to date unless required by applicable laws.

An offer to purchase OSRAM Shares will only be made by publication of the offer document and will be exclusively subject to its terms and conditions. Otherwise, the information contained on this website and the documents accessible through this website do not constitute an offer to the OSRAM Shareholders to purchase, or an invitation to make an offer to sell, OSRAM Shares, and do not contain, and are not for the purposes of the Bidder making any representations or entering into any other legal commitments. To the extent legally permissible, the Bidder reserves the right to change the terms and conditions of the Delisting Offer.

Announcements or information on, or accessible through, this website may contain statements about the Bidder, ams AG and/or its subsidiaries (together the “ams Group”) that may be “forward-looking statements”. Forward-looking statements include, without limitation, statements that typically contain words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. By their nature, 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 Bidder and ams AG caution you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the industry in which the Bidder and ams Group operate and the outcome or impact of the acquisition and related matters on the Bidder and/or ams Group may differ materially from those made in or suggested by the forward-looking statements contained in announcements or information on, or accessible through, this website. These expectations or any forward-looking statements could prove to be incorrect, and outcomes usually cannot be influenced by the Bidder or the persons acting jointly therewith pursuant to section 2 para. 5 WpÜG. It should be kept in mind that actual events or consequences may differ materially from expectations.

I hereby confirm that I have read the preceding disclaimer and information.