OSRAM Licht AG: Publication of material transactions with related parties pursuant to section 111c of the German Stock Corporation Act (AktG)
OSRAM GmbH, a subsidiary of OSRAM Licht AG (the Company), entered into a loan agreement as borrower on 11 September 2020 with ams AG as lender. According to the present knowledge of the Company, ams AG currently holds indirectly, via ams Offer GmbH, approx. 71% of outstanding OSRAM-shares and is therefore a related party of the Company pursuant to section 111a AktG. As the competent body of the Company's supervisory board, the audit committee has approved the entry into the contract on 7 September 2020.
Pursuant to the loan agreement, ams AG as lender to OSRAM GmbH will provide an unsecured credit facility with a maturity of twelve months (with a single extension option for further six months) of in total up to EUR 1,050,000,000, consisting of a term loan of EUR 600,000,000 and a revolving cash credit line of up to EUR 450,000,000 with an EURIBOR interest rate plus a margin between 2 and 4.5%, depending upon the Company's debt ratio. In addition, the Company will pay an upfront fee of 0.4% of the total credit amount and a commitment fee of 30% of the applicable margin. The Company and certain material subsidiaries of the Company acceded to this loan agreement, as well as certain financing contracts of ams AG, as guarantors, whereby the guarantee liability is limited to the amount which the respective guarantor actually has received concretely, if there would otherwise be a violation of application capital maintenance provisions.
On the basis of the available market data, the terms meet an arm's lengths test in respect to the commercial as well as documentational conditions of the financing. The financing agreement includes information obligations, general and financial obligations and events of default, that are each comparable with market standard bank-financing conditions. The Company is permitted to make early repayments (taking into account prepayment penalties, if any) under certain conditions, and it may cancel the commitments (in whole or in part). The Company is obliged to repay if certain other financing sources are available to it. The Company was supported in the preparation of the conclusion of the contract by independent external experts.
Munich, 14 September 2020
OSRAM Licht AG