Ams OSRAM : Corporate Governance Report 2022

			To our Shareholders	Our Company	Corp. Governance	Remuneration Report	Management Report	Group Financial Statements

Corporate Governance

Corporate structure and shareholders

Capital structure Supervisory Board Management Board Compensation, shareholdings and loans Shareholders' right of participation Changes of control and defense measures Auditors

Information policy

Quiet periods/Blackout periods

ams OSRAM Annual Report 2022	19

			To our Shareholders	Our Company	Corp. Governance	Remuneration Report	Management Report	Group Financial Statements

Corporate Governance

ams-OSRAM AG ("ams OSRAM") is a stock corporation under Austrian law listed on	-	The Annual General Meeting, functioning as the supreme means of deci-
the SIX Swiss Exchange in Switzerland and subject to the compulsory regulations of		sion-making body for a company, is responsible for appointing and dismissing
the SIX Swiss Exchange's directive concerning information on corporate governance		the members of the Supervisory Board and the appointment of the auditor.
("Swiss Corporate Governance Directive"). All information provided in this Corporate		Where the Swiss Corporate Governance Directive calls for information on the
Governance Report is based on the balance sheet date (31 December 2022), unless		General Meeting corresponding details on the Annual General Meeting are
otherwise stated. This chapter also contains the Corporate Governance report in-		provided. The Swiss and Austrian legal systems differ with regard to these two
formation according to the stipulations of Austrian law as far as applicable to ams		institutions.
OSRAM.
In this context, ams OSRAM points out that Austrian Corporate Law differs from the
Swiss model in terms of the structure of its corporate bodies, their duties and their
accountability. Hereinafter, the Austrian terms for the corporate bodies will be used.
Corporations that are not constituted according to the Swiss Code of Obligations
are required correspondingly to meet the regulations of the Swiss Corporate Gover-
nance Directive, which is formulated in close correspondence with the Swiss Code of
Obligations. Consequently, there follows a brief description of the particular features
of the Austrian organizational structure:

• The Management Board is responsible for the management and representation of the company. It is not subject to instructions by the shareholders or the Supervisory Board, acting rather on its own responsibility and without instruc- tions. Where the Swiss Corporate Governance Directive calls for information on the Executive Board, corresponding details on the Management Board are provided. Nevertheless, the function of the Management Board does not corre- spond exactly with that of the Executive Board under Swiss law.
• The Supervisory Board is in charge of appointing and dismissing the Manage- ment Board and, in particular, supervising it in its management of the business.
  Furthermore, specific legal transactions also require the Supervisory Board's approval. Where the Swiss Corporate Governance Directive calls for informa- tion on the Administrative Board corresponding details on the Supervisory Board are provided. Nevertheless, the function of the Supervisory Board does not correspond exactly with that of the Swiss Administrative Board.

ams OSRAM Annual Report 2022	20

			To our Shareholders	Our Company	Corp. Governance	Remuneration Report	Management Report	Group Financial Statements

1. Corporate structure and shareholders

1.1 Group structure

ams-OSRAM AG, with headquarters in Premstaetten, Austria, has been officially listed on the main segment of the SIX Swiss Exchange since May 17, 2004 (securities number 24924656, ISIN AT0000A18XM4). On the reporting date, the company had a market capitalization of approximately CHF 1.8 billion. ams OSRAM's business activities are organized into the Semiconductors and Lamps & Systems ("L&S") seg- ments. The "Semiconductors" segment includes semiconductor-based products and solutions such as high-performance LEDs, lasers, and optical sensors for customers in the automotive, consumer, and industrial end markets. The "Lamps & Systems" segment includes traditional lamps and lighting systems with a focus on the auto- motive, industrial and medical end markets.

The company management of the ams OSRAM group is carried out by the Management Board of ams-OSRAM AG with the involvement of a Management Team, which includes managers responsible for managing the business areas within the framework of the strategy defined by the Management Board. The respective managers report directly to the Management Board of ams-OSRAM AG. Further information on the segments is provided in the Notes to the Consolidated Financial Statements under item 2 (page 76of this report).

The company has active, unlisted direct subsidiaries. There are no listed subsidiaries (direct or indirect). The following table lists the company's direct active subsidiaries:

			Percentage of
Company	Head office	Equity in EUR	shares held
ams Italy S.r.l.	Milan / IT	1,894,246	100%
ams International AG	Rapperswil / CH	201,438,059	100%
ams R&D UK Ltd.	Launceston / UK	470,449	100%
ams Asia Inc.	Calamba City / PH	28,550,413	100%
ams Semiconductors India Private Ltd.	Hyderabad / IN	-233,238	100%
ams Sensors Hong Kong	Hong Kong / HK	931	100%
Applied Sensor Sweden Holding AB	Linkoeping / SE	17,140,159	100%
ams Sensors Belgium	Berchem / BE	48,472,113	100%
ams Sensors Germany GmbH	Jena / DE	27,055,883	100%
ams Sensors Holdings Asia Pte. Ltd	Singapore / SG	185,151,686	100%
ams Sensors Asia Pte. Ltd.	Singapore / SG	-254,842,992	100%
ams Offer GmbH	Munich / DE	2,382,275,416	100%
ams Sensors Taiwan Pte. Ltd.	Taiwan / TW	521,437	100%

Additional information on all group entities is available the financial section of this Annual Report (page 107).

1.2 Significant shareholders

Since January 1, 2016 ams OSRAM is subject to article 120 of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infrastructure Act, FMIA) including the Ordinance of the Swiss Financial Market Supervisory Authority on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FMIO-FINMA). Pursuant thereto, ownership interests in companies with registered office outside of Switzer- land whose equity securities are mainly listed in whole or in part in Switzerland must also be notified to the issuer company and to SIX Swiss Exchange when the holder's voting rights reach, increase above or fall below the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 33 1/3%, 50% and 66 2/3% of voting rights (exercisable or not).

On the reporting date, the following ownership interests had been notified to ams

OSRAM:

FIL Limited Bermuda	5.01%
ams-OSRAM AG (treasury shares) - Austria	4.77%
BlackRock, Inc. - USA	4.67%
UBS Fund Management (Switzerland) AG - Switzerland	3.94%
Fidelity Funds SICAV - Luxembourg	3.06%

Information on significant shareholders or groups of shareholders filed with ams OSRAM and the Disclosure Office of SIX Exchange Regulation (SER) in accordance with article 120 FMIA is available on the Disclosure Office's publication platform.

1.3 Cross shareholding

No cross shareholdings exist at this time.

ams OSRAM Annual Report 2022	21

			To our Shareholders	Our Company	Corp. Governance	Remuneration Report	Management Report	Group Financial Statements

2. Capital Structure

2.1 Capital

The table below provides details on the capital structure of ams-OSRAM AG according to the categories of ordinary, authorized, and conditional capital as of the reporting date of the last two financial years. All shares represent no-par value bearer shares with a nominal value of EUR 1.00 per share. Accordingly, the nominal value in EUR of the company's share capital corresponds to one share.

Number of shares	December 31, 2022	December 31, 2021
Ordinary capital	274,289,280	274,289,280
Authorized capital	18,986,945	18,986,945
Conditional capital	35,870,910	35,870,910

Further information on the share capital can be found in the chapter "Equity" of the notes of this annual report as well as on the company website. Articles of Associationof ams-OSRAM AG are available on the company website in the section Corporate Governanceand contain further information on company's share and authorized capital.

2.2 Authorized and Conditional Capital in particular

(The figures shown below reflect the situation at the time of authorization, unless stated otherwise.)

Authorized Capital

In June 2018 the Management Board was authorized by the Annual General Meeting to increase until June 5, 2023 - if required in several tranches - the share capital by up to EUR 8,441,982.00 by issuing up to 8,441,982 new shares with a nominal value of EUR 1.00 per share (no-par value shares) against cash and/or contribution in kind what represents around 3% of the existing share capital as of the reporting date. In doing so, the Management Board can determine, in agreement with the Supervisory Board, the terms of issue and further details of the implementation of the capital increase (Authorized Capital 2018). For the Authorized Capital 2018, subscription

rights may be excluded with the approval of the Supervisory Board. As of balance sheet date, no shares have been issued from the Authorized Capital 2018.

In June 2021 the Management Board was authorized by the Annual General Meeting to increase until June 1, 2026 - if required in several tranches - the share capital

by up to EUR 10,544,963.00 by issuing up to 10,544,963 new shares with a nominal value of EUR 1.00 per share (no-par value shares) against cash and/or contribution in kind what represents around 4% of the existing share capital as of the reporting date. In doing so, the Management Board can determine, in agreement with the Supervisory Board, the terms of issue and further details of the implementation of the capital increase (Authorized Capital 2021). For the Authorized Capital 2021, subscription rights may be excluded with the approval of the Supervisory Board. As of balance sheet date, no shares have been issued from the Authorized Capital 2021.

Further information on the company's authorized capital can be found in the Articles of Associationof ams-OSRAM AG.

Conditional Capital

The Management Board was authorized in June 2017 to conditionally increase the share capital until June 9, 2022 pursuant to § 159 paragraph 2 sub-par 1 Austrian Stock Corporation Act (AktG) in a manner that the share capital is increased by up to EUR 8,441,982 by issuance of up to 8,441,982 no-par bearer shares (Conditional Capital 2017). That represents 3% of the existing share capital as of the reporting date. In September 2017, the Management Board decided to place a convertible bond committing a portion of the Conditional Capital 2017 of 3,273,858 new ordinary no-par bearer shares (no-par value shares) as underlying for the possible conversion of the convertible bond (USD 2017). In February 2018, the Management Board decided to place another convertible bond committing a further portion of the Conditional Capital 2017 of 4,410,412 new ordinary no-par bearer shares (no-par value shares) as underlying for the possible conversion of the convertible bond (EUR 2018). Conse- quently, 7,684,270 shares of the Conditional Capital 2017 have been committed after the issuance of both convertible bonds. With the approval of the Supervisory Board, subscription rights have been excluded for the Conditional Capital 2017.

Due to the capital increase carried out in April 2020, the conversion prices of the USD 2017 and EUR 2018 convertible bond were adjusted based on the defined dilution protection, which consequently decreased the conversion price of both

convertible­ bonds and increased the number of shares underlying to cover a potential conversion. The USD 2017 convertible bond was repaid on schedule at maturity in September 2022. No shares from Conditional Capital 2017 were used to settle the convertible bond USD 2017. As of balance sheet date, there are 6,254,831 subscription rights from the above-mentioned and still outstanding convertible bond (EUR 2018), secured by Conditional Capital 2017. As of balance sheet date, no shares have been issued from the Conditional Capital 2017.

The Management Board was authorized in June 2020 to conditionally increase the share capital until June 3, 2025 pursuant to § 159 paragraph 2 sub-par 1 Austrian Stock Corporation Act (AktG) in a manner that the share capital is increased by up to EUR 27,428,928.00 by issuance of up to 27,428,928 no-par bearer shares (Condi- tional Capital 2020). That represents 10% auf the existing share capital as of balance sheet date. In October 2020, the Management Board decided to place a convertible bond committing 27,428,928 new ordinary no-par bearer shares (no-par value shares) of the Conditional Capital 2020 as underlying for the possible conversion of the convertible bond (EUR 2020). For Conditional Capital 2020, subscription rights of the shareholders were excluded with the approval of the Supervisory Board. As of balance sheet date, there are 27,428,928 subscription rights to shares from the above-mentioned convertible bond EUR 2020, secured by Conditional Capital 2020. As of balance sheet date, no shares have been issued from the Conditional Capital 2020.

2.3 Changes in Capital

In total, the ams OSRAM Group's shareholders' equity amounted to, EUR 3,027.15 million as of December 31, 2020, EUR 3,149.61 million as of December 31, 2021 (incl. non-controlling interests in the amount of EUR 8.10 million) and EUR 2,833.47 million as of December 31, 2022 (incl. non-controlling interests in the amount of EUR 6.99 million). The respective decrease of the Group's equity in 2022 was primarily based on the Group's negative net result.

ams OSRAM Annual Report 2022	22

			To our Shareholders	Our Company	Corp. Governance	Remuneration Report	Management Report	Group Financial Statements

Further information about the changes in shareholders' equity over the last two reporting years is provided in the section entitled "Consolidated Statement of Changes in Shareholders' Equity according to IFRS from January 1, 2022 until December 31, 2022" in the financial section of this Annual Report (page 72).

2.4 Shares and participation certificates

As of the reporting date, ams OSRAM AG's share capital amounted to

EUR 274,289,280,00 and consisted of 274,289,280 common no par value shares issued to bearer. Every bearer of a common share has the right to vote and is entitled to receive dividends; there are no preferential rights. Each share grants one vote. All shares are equal in terms of the company's residual assets; all capital was paid in. There are also no participation certificates.

2.5 Dividend-right certificates

There are no dividend-right certificates.

2.6 Limitations on transferability and nominee registrations

The company only has bearer shares outstanding. There are no restrictions on transferability or rules on nominee registration.

2.7 Convertible Bonds and option plans

Convertible Bonds

In September 2017, the Management Board passed a resolution to place a convertible bond (USD 2017, see also under item 2.2). Consequently, the company issued a convertible bond in an aggregate nominal amount of USD 350 million with a 5-year maturity until September 2022, an interest rate of 0.875% p.a. and a conversion premium of 50%, resulting in a conversion price of USD 106.91 per share.

In February 2018, the Management Board passed a resolution to place another convertible bond (EUR 2018, see also under item 2.2). Consequently, the company issued a convertible bond without coupon (0% interest rate) with an aggregate nominal amount of EUR 600 million as well as a 7-year maturity until 2025 and a conversion premium of 45%, resulting in a conversion price of EUR 136.04 per share. Based on a convertible bond buyback program in 2019, the outstanding amounts of the two aforementioned convertible bonds decreased to USD 320.4 million and EUR

524.4 million respectively. Due to a further buyback program in 2021, the outstand- ing amount of the EUR 2025 convertible bond decreased further to EUR 447.4 million as of the reporting date.

Due to the capital increase carried out in April 2020, the conversion prices of the USD 2017 and EUR 2018 convertible bonds were adjusted based on the defined dilution protection, which consequently decreased the conversion price of the respective convertible bonds and increased the number of shares underlying to cover a potential respective conversion. The new conversion prices were USD 65.88 for the USD 2017 convertible bond and EUR 83.84 for the EUR 2018 convertible bond.

The USD 2017 convertible bond was repaid as planned at maturity in September 2022.

In October 2020, the Management Board passed a resolution to place another convertible bond (EUR 2020, see also under item 2.2). Consequently, the company issued a convertible bond with an aggregate nominal amount of EUR 760 million and a 7-year maturity until October 2027, an interest rate of 2.125% p.a. and a conversion premium of 47.5%, resulting in a conversion price of EUR 27.72 per share. The convertible bond has 27,428,928 subscription rights to shares, secured by Conditional

Capital 2020; this corresponds to 10% of the existing share capital as of the reporting date.

An overview regarding the "Conditional Capital" is available in section 2.2.

The outstanding convertible bonds can be converted into shares of ams-OSRAM AG at any time and without further conditions by exercising the holder's option. Detailed information on the convertible bonds is available on the company website.

Options Plans / Employee stock option programs

Long Term Incentive Plan 2014

The Supervisory and Management Boards decided to adopt a Long Term Incentive Plan in October 2014 (LTIP 2014). It comprises a maximum of 5,124,940 options which corresponded to approximately 7% of the share capital of the Company at the time. Each option granted entitles each participant (members of the Management Board, senior executives and selected employees) to purchase one share of the Company. The available options were to be granted in 2014 after prior resolution by the LTIP committee of the Supervisory Board. All options granted must be exercised ten years after granting date at the latest and the exercise price for the new shares is EUR 1.00. Issuance of the options is subject to the following criteria: a) approval of the plan by the Annual General Meeting; b) exercisability of 50% of the options depends on an increase of earnings per share, measured over a period of three years compared to the earnings per share of the year prior to the respective grant;

1. exercisability of the remaining 50% of the options depends on the comparison of total shareholder return over a period of three years to a defined benchmark group of semiconductor companies. The earliest date for exercise of options is three years after grant and the LTIP committee's decision about fulfilment of the above criteria.
   The granting of stock options under the 2014 LTIP ended in 2019. As part of the capital increase in April 2020, anti-dilution measures were taken for the option plan. As a result, the exercise price was reduced to EUR 0.68 per share and additional options amounting to 549,324 were granted. In total, 3,455,594 options (incl. dilution measures) have been distributed from LTIP 2014 what represents 1.3% of the existing share capital as of the reporting date. Of these, 680,510 options were exercised and 1,571,437 options were expired as of the reporting date.

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