Mandatory Publication Pursuant to Sections 1 Para. 3 Sentence 1 No. 2 A), 34, 27 Para

Mandatory publication pursuant to Sections 1 para. 3 sentence 1 no. 2 a), 34, 27 para. 3 sentence 1 and Section 14 para. 3 sentence 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG)

[non-binding English translation]

Joint reasoned statement of the Managing Board and the Supervisory Board

OSRAM Licht AG

Marcel-Breuer-Straße 6 80807 Munich Germany regarding the

voluntary public takeover offer (cash offer in accordance with Section 29 of the German Securities Acquisition and Takeover Act)

Luz (C-BC) Bidco GmbH

c/o Kirkland & Ellis International LLP Maximilianstr. 11 80539 Munich Germany

to the shareholders of OSRAM Licht AG

OSRAM Shares: ISIN DE000LED4000 Tendered OSRAM Shares: ISIN DE000A2YPGG6

CONTENTS

I. GENERAL INFORMATION ABOUT THIS REASONED STATEMENT ...... 5 1. Legal basis of this Reasoned Statement ...... 5 2. Factual basis of this Reasoned Statement ...... 6 3. Publication of this Reasoned Statement and of additional reasoned statements in relation to amendments to the Offer ...... 6 4. Statement of the works council ...... 7 5. Own responsibility of the OSRAM Shareholders ...... 7

II. INFORMATION ABOUT THE COMPANY AND THE OSRAM GROUP ...... 8 1. Basis of the Company ...... 8 2. Overview of the OSRAM Group ...... 9 3. Capital structure of the Company ...... 9 4. Members of the Managing Board and the Supervisory Board ...... 10 5. Overview of the business activities of the OSRAM Group ...... 10 5.1 General orientation of the business model ...... 10 5.2 Description of the individual business units ...... 11 6. Shareholder structure ...... 12

III. INFORMATION ABOUT THE BIDDER ...... 12 1. Legal basis and capital structure of the Bidder...... 12 2. Bidder’s shareholder structure ...... 13 3. Persons acting jointly with the Bidder ...... 14 4. Information about securities acquisitions ...... 15 5. Possible future acquisitions of OSRAM Shares ...... 15

IV. INFORMATION ABOUT THE OFFER ...... 15 1. Relevance of the Offer Document ...... 15 2. Implementation of the Offer ...... 16 3. Subject of the Offer and Offer Price ...... 16 4. Acceptance Period ...... 16 4.1 Acceptance Period ...... 16 4.2 Additional Acceptance Period ...... 17 5. Offer Conditions ...... 18 6. Status of merger control procedures ...... 18

6.1 Status of the merger control procedure with the European Commission .... 19 6.2 Status of the merger control procedure in China, Israel, Kenya, Mexico, Russia, Serbia, South Africa, Switzerland, Taiwan, Turkey, the Ukraine, and the United States ...... 19 7. Foreign investment control procedure in Germany ...... 19 8. Approval of BaFin to publish the Offer Document ...... 19 9. Acceptance and settlement of the Offer ...... 20

V. FINANCING OF THE OFFER ...... 20 1. Maximum consideration ...... 20 2. Financing measures ...... 21

VI. TYPE AND AMOUNT OF THE CONSIDERATION ...... 22 1. Type and amount of the consideration ...... 22 2. Statutory minimum price ...... 22 2.1 Prior acquisitions ...... 22 2.2 Stock exchange price ...... 23 3. Assessment of the fairness of the consideration ...... 23 3.1 Historical stock exchange prices ...... 23 3.2 Valuations by research analysts ...... 25 3.3 Valuation on the basis of valuation multipliers ...... 26 3.4 Offer as result of a fair and transparent process ...... 28 3.5 Valuation on the basis of the discounted cash flow method ...... 29 3.6 Fairness opinion of Perella Weinberg Partners ...... 29 3.7 Fairness Opinion of Lazard ...... 31 3.8 Overall assessment of the fairness of the consideration by the Managing Board and the Supervisory Board ...... 33

VII. OBJECTIVES AND INTENTIONS PURSUED BY THE BIDDER AND THEIR ASSESSMENT BY THE MANAGING BOARD AND THE SUPERVISORY BOARD ...... 34 1. Information provided by the Bidder in the Offer Document ...... 34 1.1 Background of the Offer ...... 34 1.2 Intentions of the Bidder and the Bidder Parent Shareholders ...... 37 2. Assessment of the intentions of the Bidder and the expected consequences for OSRAM ...... 42 2.1 Economic and strategic background of the Transaction ...... 42 2.2 Future business activity, assets and future obligations of OSRAM ...... 42

2.3 Registered office of OSRAM and location of material parts of the business ...... 44 2.4 Employees, employee representation and employment conditions ...... 44 2.5 Composition of the Managing Board and of the Supervisory Board ...... 45 2.6 Intended structural measures ...... 46 2.7 Future business activities of the Bidder and the Bidder Parent Shareholders ...... 47 2.8 Tax consequences ...... 47 2.9 Financial consequences ...... 47

VIII. EFFECTS ON THE OSRAM SHAREHOLDERS ...... 48 1. Possible effects in case that the Offer is accepted ...... 49 2. Possible effects in case that the Offer is not accepted ...... 51

IX. INTERESTS OF THE MEMBERS OF THE MANAGING BOARD AND THE SUPERVISORY BOARD ...... 53

X. INTENTION TO ACCEPT THE OFFER ...... 53

XI. FINAL ASSESSMENT ...... 53

ANNEX 1 – SUBSIDIARIES OF OSRAM LICHT AG ...... 56

ANNEX 2 – FAIRNESS OPINION ...... 60

ANNEX 3 – FAIRNESS OPINION ...... 66

I. GENERAL INFORMATION ABOUT THIS REASONED STATEMENT

On 22 July 2019, Luz (C-BC) Bidco GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) established under German law, with registered office in Munich, Germany, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 247053 (the Bidder), submitted, in accordance with Section 34, Section 29, Section 14 para. 2 sentence 1, para. 3 sentence 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG), through the publication of the offer document within the meaning of Section 11 WpÜG (the Offer Document), a voluntary public takeover offer (Offer) to the shareholders of OSRAM Licht AG, a stock corporation (Aktiengesellschaft) established under German law, with registered office in Munich, Germany, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 199675 (OSRAM or the Company and, together with its subsidiaries, the OSRAM Group).

The Offer is addressed to all shareholders of the Company (the OSRAM Shareholders) and concerns the acquisition of all non-par value registered shares held by them (ISIN DE000LED4000) and not directly held by the Bidder, including all ancillary rights, in particular the right to dividends, existing at the time of the settlement of the Offer, each share representing a proportionate amount of EUR 1.00 of the share capital of OSRAM (each an OSRAM Share and collectively, the OSRAM Shares), against a cash consideration of EUR 35.00 per OSRAM Share (cash offer).

The managing board (Vorstand) of the Company (Managing Board) forwarded the Offer Document without undue delay, after its transmission pursuant to Section 14 para. 4 sentence 1 WpÜG by the Bidder on 22 July 2019, to the supervisory board of the Company (Supervisory Board) and the group works council of OSRAM as the competent works council.

In connection with the following reasoned statement within the meaning of Section 27 WpÜG regarding the Offer (the Reasoned Statement or the Statement), the Managing Board and the Supervisory Board point out the following:

1. Legal basis of this Reasoned Statement

Pursuant to Section 27 para. 1 sentence 1, para. 3 sentence 1 WpÜG, the Managing Board and the Supervisory Board must, without undue delay, after transmission of the Offer Document pursuant to Section 14 para. 4 sentence 1 WpÜG, issue and publish a reasoned statement on the offer and on each amendment to it. The aforementioned provisions of the WpÜG are applicable pursuant to Section 1 para. 3 sentence 1 no. 2 a), Section 34 WpÜG. The statement can be issued jointly by the Managing Board and the Supervisory Board. The Managing Board and the Supervisory Board have decided to issue a joint statement in relation to the Bidder’s Offer.

In their Statement, the Managing Board and the Supervisory Board must, pursuant to Section 27 para. 1 sentence 2 WpÜG, comment in detail on (i) the type and amount of the consideration offered, (ii) the expected consequences of a successful Offer for the

Company, the employees and their representatives, the employment conditions and the locations of the Company, (iii) the objectives pursued by the Bidder with the Offer and (iv) the intentions of the members of the Managing Board and the Supervisory Board, to the extent that they are holders of securities of the Company, to accept the Offer.

2. Factual basis of this Reasoned Statement

Except as otherwise stated, references to time in this Reasoned Statement are references to local time in Frankfurt am Main, Germany. To the extent that expressions such as “currently”, “at the present time”, “at the moment”, “now”, “at present” or “today” or similar terms are used in this Reasoned Statement, they refer, except as otherwise explicitly stated, to the date of publication of this Reasoned Statement.

References in this Reasoned Statement to “EUR” relate to the Euro currency. References to “USD” relate to the United States Dollar currency. References to “subsidiaries” refer to subsidiaries within the meaning of Section 2 para. 6 WpÜG.

This Reasoned Statement includes forecasts, estimates, assessments, forward-looking statements and declarations of intent. Such statements are indicated by the use of expressions such as “expect”, “believe”, “is of the view”, “attempt”, “estimate”, “intend”, “plan”, “assume” and “endeavour”. Such statements, forecasts, estimates, assessments, forward-looking statements and declarations of intent are based on the information available to the Managing Board and the Supervisory Board on the date of publication of this Reasoned Statement and reflect their estimates or intentions at that time. These statements may be amended following the publication of this Reasoned Statement. Assumptions may also turn out to be incorrect in the future. The Managing Board and the Supervisory Board are under no obligation to update this Reasoned Statement unless such an updating of it is required by statutory provisions.

The information in this document regarding the Bidder and the Offer is based on information provided in the Offer Document and other publicly available information (except as explicitly stated otherwise). The Managing Board and the Supervisory Board point out that they are not able to verify or to fully verify the information provided by the Bidder in the Offer Document nor to guarantee the implementation of the Bidder’s intentions.

3. Publication of this Reasoned Statement and of additional reasoned statements in relation to amendments to the Offer

The Statement and possible additions thereto as well as any statements regarding possible amendments to the Offer are or will be published on the internet under the heading “Investor Relations” on the website of the Company at www.osram- group.com in accordance with Section 27 para. 3 and Section 14 para. 3 sentence 1 WpÜG. Copies of the Reasoned Statement are also available free of charge from OSRAM Licht AG, Investor Relations, Marcel-Breuer-Straße 6, 80807 Munich, Germany, telephone: +49 89 6213 4259, fax: +49 89 6213 3629 (inquiries by email to [email protected] specifying the full postal address). The publication and keeping

available of copies free of charge is announced in the Federal Gazette (Bundesanzeiger).

This Reasoned Statement and possible additions thereto as well as any additional reasoned statements regarding possible amendments to the Offer are or will be published in German and in a non-binding English translation. The Managing Board and the Supervisory Board assume no liability for the correctness and completeness of the English translation. Only the German version is authoritative.

4. Statement of the works council

Pursuant to Section 27 para. 2 WpÜG, the competent works council of the Company may send a statement on the Offer to the Managing Board, which the Managing Board must, pursuant to Section 27 para. 2 WpÜG, attach to his own statement, without prejudice to his obligation pursuant to Section 27 para. 3 sentence 1 WpÜG. The competent group works council of OSRAM has not issued an own statement.

5. Own responsibility of the OSRAM Shareholders

The Managing Board and the Supervisory Board point out that the description of the Bidder’s Offer in this Reasoned Statement does not claim to be exhaustive and that, as for the content and settlement of the Offer, solely the provisions of the Offer Document are authoritative.

The Managing Board and the Supervisory Board point out that the statements and assessments in this Reasoned Statement are not binding on the OSRAM Shareholders. Each OSRAM Shareholder must make his own decision whether to accept the Offer and, if so, for how many OSRAM Shares, taking into account the overall circumstances, his individual situation (including his personal tax situation) and his individual assessment of the future development of the value and stock exchange price of the OSRAM Shares.

In deciding whether or not to accept the Offer, the OSRAM Shareholders should make use of all available sources of information and pay sufficient regard to their personal circumstances. In particular, the specific financial and tax situation of individual OSRAM Shareholders may in individual cases result in assessments that differ from those presented by the Managing Board and the Supervisory Board. The Managing Board and the Supervisory Board therefore recommend that the OSRAM Shareholders obtain on their own responsibility independent tax and legal advice, if necessary, and assume no liability for the decision taken by an OSRAM Shareholder in respect of the Offer.

The Bidder states in Section 1.1 of the Offer Document that the Offer relates to all OSRAM Shares and will be implemented solely in accordance with the German Takeover Law and certain applicable securities law provisions of the United States of America (the United States). The Bidder also states in Section 1.2 of the Offer Document that OSRAM Shareholders in the United States should note that the Offer is made in respect of securities of a company which is a foreign private issuer within the

meaning of the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act) and the shares of which are not registered under Section 12 of the U.S. Exchange Act. According to Section 1.2 of the Offer Document, the Offer is being made in the United States in reliance on the Tier 2 exemption from certain requirements of the U.S. Exchange Act and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States. To the extent that the Offer is subject to the securities laws of the United States, such laws only apply to OSRAM Shareholders whose place of residence, incorporation, or habitual abode is in the United States and no other person has any claims under such laws.

According to Section 1.2 of the Offer Document, it may be difficult for OSRAM Shareholders who have their place of residence, incorporation, or habitual abode outside the Federal Republic of Germany to enforce rights and claims subject to the laws of a country other than their country of residence, incorporation, or habitual abode.

For holders of American depositary receipts, Section 13.9 of the Offer Document includes more notices and information.

The Managing Board and the Supervisory Board point out that they are not able to verify whether the OSRAM Shareholders meet all the legal obligations applicable to them personally on acceptance of the Offer. The Managing Board and the Supervisory Board recommend, in particular, that anyone who receives the Offer Document or wishes to accept the Offer outside the Federal Republic of Germany but is subject to securities laws of jurisdictions other than the Federal Republic of Germany should inform himself about these laws and comply with them.

II. INFORMATION ABOUT THE COMPANY AND THE OSRAM GROUP

1. Basis of the Company

OSRAM is a stock corporation (Aktiengesellschaft) established under German law, with registered office in Munich, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 199675. The business address of OSRAM is Marcel-Breuer-Straße 6, 80807 Munich. The financial year of OSRAM begins on 1 October and ends on 30 September.

The object of the Company according to its articles of association comprises

“(1) heading a group of enterprises that operate, in particular, in the following areas of activity:

a) the development, design, manufacture, and distribution

i. of electronic components, electronic systems and software, and lighting, illumination, and photonic, especially light-converting, products, systems, and solutions, including lamps, luminaires,

operating and manufacturing devices and machinery, control systems, pre-materials, parts and accessories for such products, systems, and solutions, as well as products, systems, and solutions in associated or related areas of activity, and

ii. of components and systems for vehicles of any kind;

b) the provision of consulting, servicing and other services in the areas of activity specified in (a).

(2) The Company may itself also operate in the areas of activity specified in paragraph 1. It is authorised to engage in any action, implement any measure, or operate any business that is associated with the object of the Company or appropriate to supporting the object of the Company, either directly or indirectly. The Company may also establish, acquire, or hold investments in other enterprises, either in Germany or other countries, especially such enterprises in which the object of the enterprise covers, either partially or as a whole, the areas of activity specified in paragraph 1, and may lead or manage such enterprises or limit itself to the administration of the investment. The Company may have its operations, including the investments that it holds, managed entirely or partially by affiliated companies or may transfer or outsource its operations to such affiliated companies and enter into corporate agreements. The Company is also permitted to set up branches and permanent establishments in Germany and in other countries. The Company may limit its operations to a portion of the areas of activity specified in paragraph 1.”

The OSRAM Shares (WKN LED400 / ISIN DE000LED4000) are admitted to trading on the regulated market (regulierter Markt) with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange and on the regulated market (regulierter Markt) of the Munich Stock Exchange, and are tradable via the Exchange Electronic Trading System (XETRA) of Deutsche Börse AG, Frankfurt am Main, Germany. Additionally, the OSRAM Shares are traded in the open market (Freiverkehr) of the stock exchanges Berlin, Düsseldorf, Hamburg, Hanover, and Stuttgart as well as via Tradegate Exchange.

2. Overview of the OSRAM Group

A list of all subsidiaries of OSRAM is attached to this Statement as Annex 1. Pursuant to Section 2 para. 5 sentence 3 WpÜG, these are persons considered to be acting with OSRAM and jointly with each other.

3. Capital structure of the Company

Section 7.1 of the Offer Document accurately summarises the legal basis and share capital of the Company, the existing authorised and contingent capitals, the authorisation granted to the Managing Board to acquire treasury shares including the use of such authorisation and the number of treasury shares held by the Company.

4. Members of the Managing Board and the Supervisory Board

The Company’s Managing Board consists of three members, namely Dr Olaf Berlien (CEO), Ingo Bank (CFO), and Dr Stefan Kampmann (CTO).

Pursuant to § 7 para. 1 of the Company’s articles of association, the Company’s Supervisory Board consists of twelve members, which are composed equally of shareholder representatives and employee representatives in accordance with applicable law. The current members of the Supervisory Board are Peter Bauer (Chairman of the Supervisory Board), Klaus Abel (employee representative, Deputy Chairman), Dr Roland Busch (Deputy Chairman), Dr Christine Bortenlänger, Dr Margarete Haase, Frank H. Lakerveld, Arunjai Mittal, Alexander Müller (employee representative), Ulrike Salb (employee representative), Irene Schulz (employee representative), Irene Weininger (employee representative), and Thomas Wetzel (employee representative).

5. Overview of the business activities of the OSRAM Group

5.1 General orientation of the business model

Over its history dating back more than 110 years, OSRAM has become one of the world’s leading photonics companies. OSRAM offers lighting technology in the areas of automotive and specialty lighting, light management systems, and lighting solutions. Its product portfolio includes, in particular, high-tech applications using semiconductor-based technologies, such as infrared and lasers. The OSRAM Group generated revenues in the amount of EUR 4,115 million in the financial year 2017/2018. As of 30 September 2018, the OSRAM Group employed approximately 27,400 employees.

Going forward, OSRAM will further strengthen its strategic focus on digitalisation and markets of the future. In November 2018, the Managing Board decided to further develop OSRAM’s strategy and to initiate a far-reaching restructuring and transformation process, which also includes a realignment of OSRAM’s business units (Transformation Process). The business units shall now concentrate on optical semiconductors, automotive and digital applications. This focused line-up enables OSRAM to align itself even more closely with its markets, following the aim of evolving from a vertically integrated lighting expert towards a high-tech photonics player. Photonics is essentially the generation, transmission, and detection of visible and invisible light and has a wide variety of possible applications. These include visualisation, such as in virtual reality headsets, and sensor technology where infrared and laser light, for example, is used as the basis for self-driving vehicles. OSRAM aims to make use of the entire range of potential applications for light. Digitalisation and the lighting market’s shift toward semiconductor-based technologies are creating new opportunities that OSRAM intends to fully exploit. In the opinion of the Managing Board and the Supervisory Board, the initiated Transformation Process is necessary in order to ensure the future business success of OSRAM within the challenging market environment in which it operates.

5.2 Description of the individual business units

In the financial year 2018, the operating activities according to the business model were essentially organised by four business units: Opto Semiconductors (OS), Specialty Lighting (SP), Digital Systems (DS), and Lighting Solutions (LS). These four business units together with the Group headquarters constituted the OSRAM Licht Group. As part of OSRAM’s strategic realignment, a new Digital business unit (DI) was established, which comprises all activities of the former DS business unit with regard to software & solutions and lighting electronics. In addition, industry & entertainment activities of the SP business unit and the lighting solutions business for buildings (Traxon) were transferred to DI. Thereafter, the SP business unit comprised only the automotive business. Therefore, SP was transferred to the new Automotive (AM) business unit. The former LS business unit, which included the service business in North America and the luminaires business, was dissolved. In this connection, inter alia, the luminaires business “Siteco” was sold to Stern Stewart Capital.

The OS business unit is one of the world’s leading providers of opto semiconductors, which are crucial elements in lighting, visualisation, and sensor technology. OS offers a wide range of LEDs in the low-power, mid-power, high-power, and ultra-high-power classes that are used in general lighting, automotive, consumer, and industrial applications as well as infrared and laser diodes, as well as optical sensors. The main markets for these components are the automotive sector, smartphones, wearables, general lighting, lighting for plants, industrial lighting, and projection.

The AM business unit develops, produces and sells lamps, light modules and sensor components in the OEM business to vehicle manufacturers and their suppliers, and offers automotive lighting and other non-lighting products in the aftermarket business. The automotive lighting products include conventional and LED- and laser-based solutions. In addition, the financial figures of the fully consolidated OSRAM Continental joint venture are included in AM’s business figures. By combining lighting and electronics expertise, the joint venture develops and markets intelligent lighting solutions for automotive applications, such as intelligent matrix light for headlamps. In 2016, OSRAM further expanded its leading position in automotive lighting with the acquisition of Novità Technologies, a US-based manufacturer of LED modules for taillights and fog lights as well as daytime running lights. With its investments in the LiDAR experts LeddarTech and Blickfeld, OSRAM also has strengthened its position in the field of autonomous driving.

The DI business unit bundles OSRAM’s businesses that benefit most from the ongoing digitalisation process. These range from electronic components and lighting systems to hardware and software for lighting management as well as offers that go beyond lighting. The Boston-based subsidiary Digital Lumens addresses industrial customers with energy-efficient lighting as well as sensor- and software-based value-added services such as asset tracking. DI also includes entertainment applications covering stage, studio, and film set lighting. Special mention should be made of the Italian subsidiary Clay Paky, which for years has been providing lighting effects on the show stage of the Eurovision Song Contest (ESC). In 2017, OSRAM also acquired the Silicon Valley-based company LED Engin, a supplier of bright and compact LED

modules. Traxon as a specialist for effective facade illumination is also part of the DI business unit. As the leading company in lighting for indoor plant cultivation, OSRAM acquired in 2018 the Texas-based Fluence Bioengineering for the fast- growing horticulture sector, and also acquired stakes in the start-ups agrilution and motorleaf. By illuminating different wavelengths, for example with so-called “light recipes”, growers can influence and optimise crop yields, nutrients and flavour. Lamps for cinema projection and lighting solutions for medical and industrial applications are also part of DI. This includes high-intensity UV lamps used to disinfect surfaces, gases or liquids and textile illumination.

6. Shareholder structure

According to the voting rights notifications which OSRAM has received pursuant to Sections 33 et seqq. of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) as of the date of publication of the Reasoned Statement and which are published on the website of OSRAM at https://www.osram-group.com under Investor Relations and according to own data surveys, the following shareholders hold, directly or indirectly, 3.00% or more of the voting rights in OSRAM:

Allianz Global Investors GmbH 9.36% according to the most recent voting rights notification of 8 July 2019; Goldman Sachs Group, Inc. 3.82% according to the most recent voting rights notification of 12 July 2019; Credit Suisse Group AG 3.71% according to the most recent voting rights notification of 26 June 2019; BlackRock, Inc. 3.71% according to the most recent voting rights notification of 31 May 2019; Norges Bank 3.26% according to the most recent voting rights notification of 5 July 2019; DNCA Finance 3.05% according to the most recent voting rights notification of 19 July 2019.

III. INFORMATION ABOUT THE BIDDER

The Bidder has published the following information in the Offer Document, unless otherwise specified. The Managing Board and the Supervisory Board have not been able to verify or to fully verify this information. The Managing Board and the Supervisory Board therefore assume no responsibility for its correctness.

1. Legal basis and capital structure of the Bidder

In respect of the legal basis and capital structure of the Bidder, the Offer Document contains the following information in Section 6.1:

The Bidder, Luz (C-BC) Bidco GmbH, is a limited liability company (Gesellschaft mit beschränkter Haftung) established under German law, with registered office in Munich, Germany, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 247053. The business adress of the Bidder is c/o Kirkland & Ellis International LLP, Maximilianstraße 11, 80539 Munich, Germany. The share capital of the Bidder amounts to EUR 25,000.00, which is divided into 25,000 shares with a nominal amount of EUR 1.00 each. The Bidder was established on 20 February 2019 and registered with the commercial register

(Handelsregister) of the local court (Amtsgericht) of Munich on 26 February 2019. The corporate purpose of the Bidder pursuant to its articles of association is the acquisition, holding and administration of participations in legal entities, the acquisition, holding and administration of other assets, the assumption of personal liability, managerial duties and representation of legal entities.

The managing directors of the Bidder are Michael Schuster and Tobias Weidner. The financial year of the Bidder is the calendar year.

The Bidder currently holds no participations in other legal entities and has no employees.

2. Bidder’s shareholder structure

According to Section 6.2 of the Offer Document, the Bidder is a holding company under the common control of certain investment funds advised by and/or affiliated with entities of the financial investors Bain Capital Private Equity and The Carlyle Group. Bain Capital Private Equity (Europe), LLP, acting on behalf of the Bain Capital Funds (as defined in Section 14.2 of the Offer Document and below) advised by Bain Capital Private Equity (Europe), LLP and its affiliates (together with all affiliated entities, Bain Capital), and Carlyle Investment 4 GmbH, acting in its capacity as a holding company of the Carlyle Funds (as defined in Section 14.2 of the Offer Document and below) (together with all affiliated entities, Carlyle), entered into a consortium agreement for the implementation of the Offer, which is described in more detail in Section 6.4 of the Offer Document.

According to Section 6.5 of the Offer Document, Bain Capital has partnered closely with management teams to provide the strategic resources and help companies thrive since its founding in 1984. Bain Capital states that it has a long track record of supporting its portfolio companies in growing organically and through buy-and-build strategies. According to Bain Capital, its global team of approximately 247 private equity investment professionals creates value for its portfolio companies through its global platform and depth of expertise in key vertical industries including healthcare, consumer/retail, financial and business services, industrials, and technology. Bain Capital has offices in Boston, Chicago, Dublin, Guangzhou, Hong Kong, London, Luxembourg, Melbourne, Mumbai, Munich, New York, Palo Alto, San Francisco, Seoul, Shanghai, Sydney and Tokyo and has, according to its own statements, made investments in more than 331 companies to date. According to Bain Capital, it invests, in addition to private equity, across asset classes including credit, public equity, venture capital and real estate, managing approximately USD 105 billion in total.

According to Section 6.5 of the Offer Document, Carlyle was founded in 1987 in Washington, D.C., United States, and is now one of the world’s leading global investment firms with operations in 20 countries on six continents. According to Carlyle, it has 33 offices, inter alia, in Amsterdam, Barcelona, Beijing, Dubai, Dublin, Hong Kong, Houston, Johannesburg, Lima, London, Los Angeles, Luxembourg, Milan, Mumbai, Munich, New York, Paris, San Francisco, Sao Paulo, Seoul, Shanghai, Singapore, Tokyo and Washington with a team of more than 625 investment

professionals. According to the Offer Document, Carlyle uses its global network, deep industry knowledge, executive operations group and portfolio intelligence to create and execute a customised value creation plan for each of its corporate private equity and real asset investments. According to Carlyle, it manages assets in excess of approximately USD 222 billion at the time of the publication of the Offer Document, distributed across 360 active investment vehicles. The funds advised by Carlyle are represented worldwide and invest in a variety of asset classes on six continents, with a sector focus on aerospace, consumer and retail, energy and power, financial services, healthcare, industrial, real estate, technology and business services, telecommunications and media as well as transportation.

The shareholder structure of the Bidder is, according to the statements in Section 6.2 of the Offer Document, as shown in Annex 1 to the Offer Document. In addition to the information reflected above, Sections 6.2 and 6.6 of the Offer Document contain further statements on the Bidder and persons acting jointly with the Bidder. Section 6.3 of the Offer Document contains information on the intended changes to the Bidder’s shareholder structure prior to the settlement of the Offer, which is also shown as a chart in Annex 2 to the Offer Document.

3. Persons acting jointly with the Bidder

In respect of the persons acting jointly with the Bidder, Section 6.6 of the Offer Document contains the following statements, making reference to Annex 3 to the Offer Document:

The entities and individuals set forth in Annex 3 are persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG at the time of the publication of the Offer Document. The entities and individuals set forth in Part 1 of Annex 3 are the Bidder Parent Shareholders (as defined in Section 6.2 of the Offer Document). The entities set forth in Part 2 of Annex 3 are (indirect) subsidiaries of Bain Capital Investors, L.L.C., and the entities set forth in Part 3 of Annex 3 are (indirect) subsidiaries of the Carlyle Partners (as defined in Section 6.2.2(c) of the Offer Document), which, in each case, are not entities which control the Bidder. None of the entities listed in Parts 2 or 3 of Annex 3 actually co-ordinate their conduct with the Bidder, directly or indirectly, with regard to the acquisition of OSRAM Shares or with regard to the exercise of voting rights resulting from OSRAM Shares on the basis of an agreement or in any other manner within the meaning of Section 2 para. 5 sentence 1 WpÜG. Apart from that, there are, according to Section 6.6 of the Offer Document, no other persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG.

According to Section 6.7 of the Offer Document, at the time of the publication of the Offer Document, neither the Bidder nor persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG nor their subsidiaries hold OSRAM Shares or voting rights based on OSRAM Shares, and no voting rights based on OSRAM Shares are attributable to them pursuant to Section 30 WpÜG.

Furthermore, neither the Bidder nor persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG nor their subsidiaries directly or indirectly hold financial instruments or voting rights in relation to OSRAM to be disclosed pursuant to Section 38 and Section 39 WpHG.

4. Information about securities acquisitions

According to Section 6.8 of the Offer Document, neither the Bidder nor persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG nor their subsidiaries have acquired OSRAM Shares or entered into any agreements for the acquisition of OSRAM Shares during the six-month period prior to 4 July 2019 (the date of publication of the decision to launch the Offer) as well as until 22 July 2019 (the date of publication of the Offer Document).

5. Possible future acquisitions of OSRAM Shares

The Bidder states in Section 6.9 of the Offer Document that it reserves the right to directly or indirectly acquire OSRAM Shares outside of the Offer, whether on or off the stock exchange. Any such purchases or arrangements will be made outside the United States and in compliance with applicable law. However, according to the statements in the Offer Document, the Bidder currently does not intend to make acquisitions of OSRAM Shares outside of the Offer.

To the extent such acquisitions should occur, according to Section 6.9 of the Offer Document, information about them, including the number of, and the price for, the acquired OSRAM Shares would be published according to the applicable statutory provisions, in particular Section 23 para. 2 WpÜG in conjunction with Section 14 para. 3 sentence 1 WpÜG, in the Federal Gazette (Bundesanzeiger) and on the internet at https://www.luz-offer.com. Corresponding information would also be published by way of a non-binding English translation on the internet at https://www.luz-offer.com.

IV. INFORMATION ABOUT THE OFFER

1. Relevance of the Offer Document

The following is a description of selected information from the Bidder’s Offer. For more information and details (in particular, details of the offer conditions, the acceptance periods, the acceptance procedures and the withdrawal rights), OSRAM Shareholders are referred to the statements in the Offer Document. The information below merely summarises information included in the Offer Document. The Managing Board and the Supervisory Board point out that the description of the Offer in the Statement does not claim to be exhaustive and that, as for the content and settlement of the Offer, solely the provisions of the Offer Document are authoritative. It is the responsibility of each OSRAM Shareholder to read the Offer Document and to adopt the measures that are appropriate for such Shareholder. The Offer Document is published on the Internet at https://www.luz-offer.com and by way of an announcement in the Federal Gazette (Bundesanzeiger). Copies of the Offer Document are available free of charge at BNP Paribas Securities Services S.C.A.,

Branch Office Frankfurt am Main, Europa-Allee 12, 60327 Frankfurt am Main, Germany (inquiries by fax to +49 69 1520 5277 or by email to [email protected]). Further details can be found in the Offer Document.

2. Implementation of the Offer

The Offer is implemented by the Bidder in the form of a voluntary public takeover offer (cash offer) for the acquisition of all OSRAM Shares in accordance with the laws of the Federal Republic of Germany, and in particular in accordance with the WpÜG and the Regulation of the Content of the Offer Document, the consideration to be granted in Takeover Offers and Mandatory Takeover Offers and the Exemption from the Obligation to Publish and Launch an Offer (WpÜG Angebotsverordnung – WpÜG- Offer Regulation) as well as certain applicable securities law provisions of the United States of America.

The Managing Board and the Supervisory Board have not undertaken any review of their own of the Offer’s compliance with the relevant statutory provisions.

3. Subject of the Offer and Offer Price

Subject to the terms and conditions set forth in the Offer Document, the Bidder offers to acquire all OSRAM Shares (ISIN DE000LED4000) not directly held by the Bidder, including all ancillary rights, in particular the right to dividends, existing at the time of the settlement of the Offer, each OSRAM Share representing a proportionate amount of EUR 1.00 of the share capital of OSRAM, against a cash consideration in the amount of

EUR 35.00 per OSRAM Share (the Offer Price).

American depositary receipts relating to OSRAM Shares (the OSRAM ADRs) may not be tendered for sale into the Offer. Holders of OSRAM ADRs may participate in the Offer only after exchange of their OSRAM ADRs into OSRAM Shares (see Section 13.9 of the Offer Document).

4. Acceptance Period

4.1 Acceptance Period

The period for acceptance of the Offer pursuant to Section 5.1 of the Offer Document (including any extensions in accordance with Section 5.2 of the Offer Document – for more details see below – the Acceptance Period) began upon publication of the Offer Document on 22 July 2019 and ends on 5 September 2019, 24:00 hrs (Frankfurt am Main local time) / 18:00 hrs (New York local time). In the circumstances set out below, the period for acceptance of the Offer will in each case be extended automatically as follows in accordance with Section 5.2 of the Offer Document:

 If the Bidder amends the Offer pursuant to Section 21 WpÜG within the last two weeks before expiration of the Acceptance Period, the Acceptance Period will be extended by two weeks (Section 21 para. 5 WpÜG), i.e. until 19 September 2019, 24:00 hrs (local time Frankfurt am Main) / 18:00 hrs (local time New York). This shall apply even if the amended Offer contravenes statutory provisions.

 If a competing offer is made by a third party during the Acceptance Period (see Section 22 para. 1 WpÜG), the Acceptance Period for the Offer shall be extended to correspond to the expiration date of the acceptance period for the competing offer, if the Acceptance Period for the Offer expires prior to expiration of the acceptance period for the competing offer (Section 22 para. 2 WpÜG). This shall apply even if the competing offer is amended or prohibited or contravenes statutory provisions.

 If a general meeting (Hauptversammlung) of OSRAM is convened in connection with the Offer following publication of the Offer Document, the Acceptance Period will be extended to ten weeks following publication of the Offer Document in accordance with Section 16 para. 3 WpÜG. The Acceptance Period would then end on 30 September 2019, 24:00 hrs (Frankfurt am Main local time) / 18:00 hrs (New York local time). The Managing Board and the Supervisory Board point out that it is not intended to convene such extraordinary general meeting.

With regard to the right of withdrawal in the event of an amendment to the Offer or the launch of a competing offer, reference is made to the statements contained in Section 17 of the Offer Document.

4.2 Additional Acceptance Period

OSRAM Shareholders who have not accepted the Offer within the Acceptance Period can still accept the Offer within two weeks after publication of the results of the Offer by the Bidder according to Section 23 para. 1 sentence 1 no. 2 WpÜG (the Additional Acceptance Period), provided, however, that none of the Offer Conditions set forth in Section 12.1 of the Offer Document have ultimately lapsed as of the end of the Acceptance Period and such conditions have not been previously effectively waived.

This means that the Offer can only be accepted during the Additional Acceptance Period if, in particular, the minimum acceptance threshold (please refer to Section 12.1.3 of the Offer Document) has been met as of the end of the Acceptance Period. After the end of the Additional Acceptance Period, the Offer cannot be accepted unless a sell-out right pursuant to Section 39c WpÜG (as set forth in Section 16(h) of the Offer Document) exists. Subject to an extension of the Acceptance Period as described in Section IV.4.1 of this Statement and Section 5.2 of the Offer Document, the Additional Acceptance Period will presumably begin on 11 September 2019 and end on 24 September 2019, 24:00 hrs (Frankfurt am Main local time) / 18:00 hrs (New York local time).

The Bidder states in Section 5.3 of the Offer Document that the Additional Acceptance Period is a period stipulated by law. It will, in particular, only commence if the minimum acceptance threshold (as set forth in Section 12.1.3 of the Offer Document) has been met by the end of the Acceptance Period and no other Offer Condition as described in Section 12.1 of the Offer Document, which has not been previously effectively waived, has finally lapsed. If this is not the case, there will be no Additional Acceptance Period and the Offer will lapse.

5. Offer Conditions

The Offer and the and the agreements that have been entered into as a result of its acceptance will only be consummated if the Offer Conditions described in detail in the Offer Document in Section 12.1.1 (Merger control approvals), Section 12.1.2 (Foreign investment control approval in Germany), Section 12.1.3 (Minimum acceptance threshold), Section 12.1.4 (No material capital increase) and Section 12.1.5 (No insolvency proceedings) have been fulfilled. The Managing Board and the Supervisory Board are of the opinion that these Offer Conditions correspond to those of comparable transactions and take appropriate account of the legitimate interests of the Bidder and the Company.

As set out in Section 12.2 of the Offer Document, the Bidder may waive all or individual Offer Conditions in advance – to the extent permissible – pursuant to Section 21 para. 1 sentence 1 nos. 3 and/or 4 WpÜG up to one business day prior to the expiration of the Acceptance Period, if they have not previously finally lapsed. For the purposes of the Offer, Offer Conditions which the Bidder has effectively waived are considered as having been fulfilled. However, the Bidder points out in Section 12.1.3 of the Offer Document that under the External Financing Arrangements (as defined in Section 14.2 of the Offer Document) of the Bidder and the Bidder’s capital structure relating thereto, the Bidder does not have flexibility to waive or lower the minimum acceptance threshold of 70% of all OSRAM Shares (as described in Section 12.1.3 of the Offer Document, i.e., in particular, excluding any treasury shares held by OSRAM).

If the Offer Conditions set forth in Section 12.1 of the Offer Document have either not been fulfilled until the applicable date or have definitively failed before these dates and the Bidder has not previously effectively waived them, the Offer shall lapse. More details regarding a potential non-fulfilment of Offer Conditions are described in greater depth in Section 12.2 of the Offer Document.

6. Status of merger control procedures

The Bidder states in Section 11.1 of the Offer Document that the planned acquisition of the OSRAM Shares by the Bidder pursuant to the Offer (the Transaction) is subject to the merger control approval by the European Commission and/or the competent authorities in the Member States of the European Union to which the Transaction may be referred, and by the competent merger control authorities in China, Israel, Kenya, Mexico, Russia, Serbia, South Africa, Switzerland, Taiwan, Turkey, Ukraine, and the United States.

6.1 Status of the merger control procedure with the European Commission

The Bidder states in Section 11.3.1 of the Offer Document that it intends to initiate the pre-notification contacts with the European Commission at the latest by 30 August 2019. The Bidder does not believe that the Transaction requires the assumption of obligations or that the European Commission will initiate Phase II. To the knowledge of the Bidder, no application for referral has been filed to date by any Member State of the European Union, in particular not by the Federal Republic of Germany. The Bidder also does not believe that a partial or complete referral by the European Commission will be made to competent authorities in the Member States of the European Union. The approval period is thus expected to end in December 2019, provided there is no referral, extension or initiation of Phase II.

6.2 Status of the merger control procedure in China, Israel, Kenya, Mexico, Russia, Serbia, South Africa, Switzerland, Taiwan, Turkey, the Ukraine, and the United States

According to Section 11.3.2 of the Offer Document, the Bidder intends to submit the required filings or drafts thereof (or, where required, initiate pre-notification, pre-acceptance, or equivalent contacts) to the relevant authorities in China, Israel, Kenya, Mexico, Russia, Serbia, South Africa, Switzerland, Taiwan, Turkey, the Ukraine, and the United States by the end of the Additional Acceptance Period at the latest. According to the Offer Document, the Bidder does not expect that the relevant merger control authorities in these countries will launch an in-depth investigation or that the Transaction will require the assumption of obligations. The conclusion of the merger control procedures is expected to end by 28 February 2020.

7. Foreign investment control procedure in Germany

The Bidder states in Section 11.3.3 of the Offer Document that it has informed the German Federal Ministry for Economic Affairs and Energy (Bundesministerium für Wirtschaft und Energie – BMWi) about the Transaction by way of an informal notification shortly after publication of the decision to launch the Offer in accordance with Section 10 para. 1 sentence 1 and para. 3 WpÜG. According to the Offer Document, the Bidder further assumes that the BMWi will either let the three months period in accordance with Section 55 para. 3 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung – AWV) lapse without initiating formal review proceedings or grant a certificate of non-objection (Unbedenklichkeitsbescheinigung) within four months after having initiated the formal review proceedings and submission of the complete set of information. However, according to the Bidder, it cannot be excluded that the BMWi may issue mitigation measures in order to permit the Transaction.

8. Approval of BaFin to publish the Offer Document

According to Section 11.4 of the Offer Document, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) approved the publication of the Offer Document on 22 July 2019.

9. Acceptance and settlement of the Offer

Section 13 of the Offer Document describes the acceptance and settlement of the Offer including the legal consequences of acceptance (Section 13.4 der Offer Document).

The Bidder states in Section 13.6 of the Offer Document that, as a result of the merger control procedures and the foreign investment control procedure which need to be conducted, settlement of the Offer and payment of the Offer Price to the accepting OSRAM Shareholders may be delayed until 18 June 2020 or may not take place at all. The Bidder, however, will seek to complete the merger control procedures and foreign investment control procedure by 28 February 2020. However, according to the Bidder, it is not possible to make a binding forecast concerning the date such procedures will be completed.

Furthermore, the Bidder states in the Offer Document that it is of utmost importance for the success of the Offer that OSRAM Shareholders who wish to accept the Offer shall not lend out OSRAM Shares held by them, including Tendered OSRAM Shares, to any third party, and shall instruct their respective prime brokers to fulfil any declaration of acceptance with respect to their lent-out OSRAM Shares by actually tendering the underlying OSRAM Shares instead of cash-settling such tender outside of the Offer.

Moreover, the Bidder points out in the Offer Document that OSRAM Shareholders who wish to accept the Offer should contact their custodian bank or other custodian investment service provider with registered office or a branch in the Federal Republic of Germany with any questions they may have about acceptance of the Offer and the technical aspects of settlement. According to the Bidder, they have been separately informed about the modalities for acceptance and settlement of the Offer and are required to inform customers who hold OSRAM Shares in their securities deposit accounts about the Offer and the steps necessary to accept it.

V. FINANCING OF THE OFFER

Pursuant to Section 13 para. 1 sentence 1 WpÜG, the Bidder before publishing the Offer Document must take the measures necessary to ensure that the funds needed for complete fulfilment of the Offer will be available at the time the claim to the consideration falls due. According to the statements made by the Bidder in Section 14 of the Offer Document, the Bidder has met this obligation.

1. Maximum consideration

According to the Offer Document and the Bidder’s calculations set out therein, the total amount the Bidder would need to settle the Offer, if the Offer were to be accepted for all OSRAM Shares not directly held by the Bidder, would amount to EUR 3,389,682,590.00 in the aggregate (which is equivalent to the Offer Price of EUR 35.00 per OSRAM Share multiplied by 96,848,074 OSRAM Shares (including treasury shares of OSRAM)).

Moreover, according to the Offer Document, the Bidder expects that it will incur transaction costs which may amount to up to EUR 120,000,000 in the aggregate (the Transaction Costs). The total amount that the Bidder would need for the acquisition of all OSRAM Shares on the basis of the Offer would thus equal, including the Transaction Costs, a maximum of EUR 3,509,682,590.00 (the Offer Costs).

2. Financing measures

According to Section 14.2 of the Offer Document, the Bidder has taken the following measures to ensure the financing:

Bain Capital Europe Fund V, SCSp., Bain Capital Fund XII, L.P., Bain Capital Fund (DE) XII, L.P. and Bain Capital Fund (Lux) XII, SCSp (the Bain Capital Funds) and Carlyle Europe Partners V, S.C.Sp., Carlyle Europe Partners V-EU S.C.Sp. and Carlyle Asia Partners V, L.P. (the Carlyle Funds) (collectively, the Funds) undertook to the Bidder on 4 July 2019 to provide the Bidder, directly or indirectly, with an aggregate amount of up to EUR 2,674 million in the form of equity and/or on the basis of shareholder loans or similar instruments to enable the Bidder to fulfil (in part) its payment obligations under the Offer (the Equity Funding). As investment funds, the Funds are financed by their investors, which are in turn obligated to the Funds to provide them with their committed contributions upon request. The Carlyle Funds will syndicate certain portions of the Equity Funding to their affiliated investment funds CEP V Coinvestment A S.C.Sp. and CEP V Coinvestment B S.C.Sp. (as described in Section 6.2.2 of the Offer Document) and to their affiliated alternative investment vehicles CAP V Mauritius Limited and CAP V Coinvest Mauritius Limited (as described in Section 6.2.2 of the Offer Document). Furthermore, the Funds are entitled under certain conditions to syndicate their respective portion of the Equity Funding to minority co-investors without control rights.

In addition, Lux Borrowco (as defined in Section 6.2 of the Offer Document) (as borrower) has entered into external financing arrangements with Credit Suisse (Deutschland) Aktiengesellschaft, Cayman Islands Branch, Credit Suisse International, Goldman Sachs Lending Partners LLC, Goldman Sachs International Bank, Deutsche Bank AG, London Branch, Nomura International plc and Macquarie Corporate Holdings Pty Limited (UK Branch) (as lenders) (the External Financing Arrangements). The External Financing Arrangements consist of commitments for (i) EUR 1,325 million equivalent senior secured bridge facilities (such bridge facilities may be made available denominated in EUR and/or USD) with a term longer than the latest possible settlement date of the Offer to be made available to Lux Borrowco (the Senior Facility) which it is anticipated to be refinanced by the issuance of EUR 1,325 million equivalent senior secured notes (such notes may be denominated in EUR and/or USD), and (ii) a EUR 300 million equivalent senior secured revolving facility with a term longer than the latest possible settlement date of the Offer to be made available to Lux Borrowco and certain of its subsidiaries (the Revolving Facility and together with the Senior Facility, the External Financing). The commitments for the External Financing are provided pursuant to an interim facilities agreement dated 4 July 2019. The External Financing shall primarily be used to finance the acquisition of the OSRAM Shares under the Offer. Furthermore, the External Financing can be

used, inter alia, to refinance the existing net debt of OSRAM (including any net debt that becomes due under change-of-control clauses) and to satisfy the Transaction Costs. The Bidder intends for the Revolving Facility to be available for working capital and general corporate purposes. On 3 July 2019, Lux Borrowco and the Bidder (and certain other entities) entered into a support and funding agreement under which Lux Borrowco agreed to make available to the Bidder the funds it draws under the External Financing in connection with the payment of the Offer Costs. Therefore, the Bidder has an aggregate amount of more than EUR 1,325 million available under the External Financing for use in connection with the payment of the Offer Costs and Transaction Costs and for the refinancing of the existing net debt of OSRAM. On the basis of the assumptions regarding the financing of the Offer described in Section 15.1(b) of the Offer Document, the weighted average interest rate for the External Financing would be approximately 7.75% p.a. for the portion of the External Financing denominated in EUR and approximately 9.75% p.a. for the portion of the External Financing denominated in USD (excluding the Revolving Facility); the actual weighted average interest rate will depend on the utilisation of the relevant financing.

According to the Offer Document, the Bidder has thus taken the measures necessary to ensure that it will, on the relevant date, have available funds in the amount of the Offer Costs.

Pursuant to Section 14.3 of the Offer Document, Credit Suisse (Deutschland) Aktiengesellschaft, with registered office in Frankfurt am Main, Germany, an investment service provider that is independent from the Bidder, has issued the required financing confirmation pursuant to Section 13 para. 1 sentence 2 WpÜG, which is attached as Annex 5 to the Offer Document. The Managing Board and the Supervisory Board have no reason to doubt the correctness of the financing confirmation issued by Credit Suisse (Deutschland) Aktiengesellschaft.

VI. TYPE AND AMOUNT OF THE CONSIDERATION

1. Type and amount of the consideration

The Bidder offers an Offer Price of EUR 35.00 in cash per OSRAM Share, including all ancillary rights existing at the time of the settlement of the Offer.

2. Statutory minimum price

To the extent that the Managing Board and the Supervisory Board are able to examine this on the basis of the information available, the Offer Price for the OSRAM Shares complies with the provisions of Section 31 WpÜG and Sections 3 et seqq. WpÜG- Offer Regulation regarding the statutory minimum price, which is determined by applying the higher of the following thresholds:

2.1 Prior acquisitions

Pursuant to Section 4 WpÜG-Offer Regulation (in conjunction with Section 31 para. 6 WpÜG), the consideration must be at least equal to the highest consideration provided

or agreed for the acquisition of OSRAM Shares (or the conclusion of corresponding agreements entitling to acquire OSRAM Shares) by the Bidder, a person acting jointly with the Bidder or their subsidiaries within the last six months prior to the publication of the Offer Document on 22 July 2019.

According to the Bidder’s statements in Section 10.1(b) of the Offer Document, neither the Bidder nor any persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG nor its and their subsidiaries have made any securities acquisitions of OSRAM Shares and have not entered into agreements for such acquisitions.

2.2 Stock exchange price

If the shares of the target company are admitted to trading on a German stock exchange, pursuant to Section 5 para. 1 sentence 1 of the WpÜG-Offer Regulation, the consideration must, in the case of a voluntary public takeover offer, be at least equal to the weighted average domestic stock exchange price of the OSRAM Shares during the last three months prior to the publication of the decision to launch the Offer pursuant to Section 10 para. 1 sentence 1 WpÜG.

According to Section 10.1(a) of the Offer Document, BaFin notified the Bidder by letter dated 11 July 2019 that the weighted average three-month price up to and including 3 July 2019, the day prior to the publication by the Bidder of its decision to launch the Offer, equals EUR 28.62 per OSRAM Share. The Offer Price in the amount of EUR 35.00 per OSRAM Share exceeds this figure.

3. Assessment of the fairness of the consideration

The Managing Board and the Supervisory Board have performed a careful and extensive examination and analysis of the fairness of the consideration offered by the Bidder for the OSRAM Shares from a financial perspective on the basis of the Company’s current strategy and financial planning, the historical share prices of the OSRAM Shares and certain other assumptions, information and considerations (including the current geopolitical and macroeconomic situation). In its independent assessment, the Managing Board was advised by Perella Weinberg Partners UK LLP, London, (Perella Weinberg Partners). The Supervisory Board was advised by Lazard & Co GmbH, Frankfurt am Main (Lazard).

The Managing Board and the Supervisory Board point out explicitly that each of them has assessed the fairness of the consideration independently of the other.

3.1 Historical stock exchange prices

First rumours about Bain Capital being interested in a potential takeover of the Company circulated as early as on 27 November 2018. On 18 December 2018, a report in the Financial Times mentioned for the first time a potential takeover interest of Carlyle. Finally, on 13 February 2019, OSRAM published an ad-hoc announcement in which it confirmed talks with Bain Capital and Carlyle for the first time. Since then,

23 the ongoing talks with Bain Capital and Carlyle have been repeatedly covered by the press. In the opinion of the Managing Board and the Supervisory Board, it is at least possible and even probable that the stock exchange prices of the OSRAM Share have been influenced by takeover speculations since the first rumours started to circulate.

On 23 January 2019, OSRAM published an ad-hoc announcement in which it disclosed preliminary key figures that were significantly down from those of the prior- year quarter and put the achievement of its forecast for the financial year under the condition of a revival in order intake in the months ahead. On 28 March 2019, OSRAM then published an ad-hoc announcement in which it significantly lowered its forecast for the financial year 2018/19 due to ongoing market weakness.

In the opinion of the Managing Board and the Supervisory Board, it is, therefore, impossible to determine a hypothetical last stock exchange price of the OSRAM Share that is undisturbed by takeover speculations and at the same time fully reflects the current business situation and expectations about the future.

Having said this, the Managing Board and the Supervisory Board of OSRAM still believe that the stock exchange price of the OSRAM Share is a relevant criterion in examining the fairness of the Offer Price. The OSRAM Shares are admitted to trading in the Prime Standard segment of the regulated market of the Frankfurt Stock Exchange. The Managing Board and the Supervisory Board further believe that, in the relevant period under review, functioning stock market trading with sufficient trading activity existed for OSRAM Shares.

In assessing the fairness of the Offer Price, the Managing Board and the Supervisory Board therefore also utilised the historical stock exchange prices of the OSRAM Share, which are also presented in Section 10.2.1 of the Offer Document.

Based on the stock exchange price of the OSRAM Share prior to the publication of the decision to launch the Offer on 4 July 2019, the Offer Price of EUR 35.00 includes the following premiums:

 The stock exchange price (XETRA closing price) on 4 July 2019, the last trading day prior to publication of the decision to launch the Offer, amounted to EUR 32.50 per OSRAM Share. Based on this stock exchange price, the Offer Price of EUR 35.00 includes a premium of EUR 2.50 or 7.7%.

 The volume-weighted average stock exchange price (XETRA) in the last month prior to and including 4 July 2019, the last trading day prior to the publication of the decision to launch the Offer, amounted to EUR 28.90 per OSRAM Share. Based on this average price, the Offer Price of EUR 35.00 includes a premium of EUR 6.10 or 21.1%.

 The volume-weighted average stock exchange price (XETRA) in the last three months prior to and including 4 July 2019, the last trading day prior to the publication of the decision to launch the Offer, amounted to EUR 28.62, as

notified to the Bidder by BaFin on 11 July 2019. Based on this average price, the Offer Price of EUR 35.00 includes a premium of EUR 6.38 or 22.3%.

The Managing Board and the Supervisory Board point out that, as early as on 3 July 2019, OSRAM issued an ad-hoc announcement in reaction to a report by Reuters on specific market rumours, confirming that it had received a binding offer from Bain Capital and Carlyle at EUR 35.00 per OSRAM Share and that the responsible decision bodies would review and decide on this offer shortly. In connection with the market rumours and the ad-hoc announcement, the stock exchange price of the OSRAM Share increased sharply and trading volumes reached a very high level. The Managing Board and the Supervisory Board, therefore, are of the opinion that the stock exchange prices from and including 3 July 2019 onwards do not provide a suitable basis of comparison for the assessment of the Offer Price.

Based on the stock exchange price of the OSRAM Shares on 2 July 2019 (XETRA closing price), the day prior to the publication of the ad-hoc announcement regarding the specific market rumours, the Offer Price of EUR 35.00 includes the following premiums:

 The stock exchange price (XETRA closing price) on 2 July 2019, the last trading day prior to the publication of the ad-hoc announcement regarding the specific market rumours, amounted to EUR 28.92 per OSRAM Share. Based on this stock exchange price, the Offer Price of EUR 35.00 includes a premium of EUR 6.08 or 21.0%.

 The volume-weighted average stock exchange price (XETRA) in the last month prior to and including 2 July 2019, the last trading day prior to the publication of the ad-hoc announcement regarding the specific market rumours, amounted to EUR 27.41 per OSRAM Share. Based on this average price, the Offer Price of EUR 35.00 includes a premium of EUR 7.59 or 27.7%.

 The volume-weighted average stock exchange price (XETRA) in the last three months prior to and including 2 July 2019, the last trading day prior to the publication of the ad-hoc announcement regarding the specific market rumours, amounted to EUR 28.54 per OSRAM Share. Based on this average price, the Offer Price of EUR 35.00 includes a premium of EUR 6.46 or 22.6%.

3.2 Valuations by research analysts

In assessing the fairness of the Offer Price, the Managing Board and the Supervisory Board have also taken into account target prices for the OSRAM Share issued by selected research analysts, which were published after the publication of OSRAM’s financial results for the second quarter of the financial year 2018/19 but in each case prior to the publication of the Bidder’s decision to launch the Offer on 4 July 2019.

The Managing Board and the Supervisory Board point out that some analysts explicitly referenced a potential takeover offer by Bain Capital and Carlyle as part of their recommendation and determination of their target price. In those cases in which

analysts explicitly factored in a potential takeover in their target price and also quoted a stand-alone value and/or the increase in the value of the Company factored in to reflect a potential takeover, the Managing Board and the Supervisory Board consider the target price expectations on a stand-alone basis as relevant. These are presented in the following table. Furthermore, the Managing Board and the Supervisory Board point out that, due to the market rumours which started to circulate at the latest on 27 November 2018 and the announcements published by OSRAM since then, it cannot be ruled out that even target price expectations of analysts who do not explicitly refer to a potential takeover by Bain Capital and Carlyle could be influenced by knowledge about a potential takeover offer. The Company points out that, as target company, it has access to a greater number of analyst reports than the Bidder.

Selected analyst target prices adjusted for references to a potential takeover (“Adjusted Analyst Target Prices”) prior to the publication of the Bidder’s decision to launch the Offer (in alphabetical order by institution)

Institution Date Target price Bankhaus Lampe 28 June 2019 EUR 36.00 Bankhaus Metzler 21 May 2019 EUR 20.00(1) Berenberg 14 May 2019 EUR 28.00 Commerzbank 10 May 2019 EUR 30.00 Deutsche Bank 22 May 2019 EUR 37.00 DZ Bank 27 June 2019 EUR 33.10(1) HSBC 14 June 2019 EUR 24.00 Jefferies 05 June 2019 EUR 37.00(1) JP Morgan 28 June 2019 EUR 35.00 Kepler Cheuvreux 27 June 2019 EUR 35.00 Liberum 05 June 2019 EUR 40.00 MainFirst Bank 28 June 2019 EUR 38.00 Morgan Stanley 25 June 2019 EUR 29.00 Societe Generale 17 May 2019 EUR 32.00(1) UBS 8 May 2019 EUR 37.00 Average EUR 32.74 (1) Adjusted stand-alone target price of the relevant analyst.

Analysts’ assessments are always the individual assessment made by the respective analyst. Their views of the value of a share naturally differ. Nevertheless, the Managing Board and the Supervisory Board believe that at least the calculated average value can be a relevant indicator for the fairness of the Offer Price. Based on the average value of EUR 32.74, the Offer Price includes a premium of EUR 2.26 or 6.9%.

3.3 Valuation on the basis of valuation multipliers

The fairness of the Offer Price also follows, in the opinion of the Managing Board and the Supervisory Board, from comparing the valuation multiples implied in the Offer

Price with average implied historical valuation multiples at which the OSRAM Share was traded on the market in the past.

Due to the difficult business situation in 2019 and the resulting expected low EBITDA forecast, the Managing Board and the Supervisory Board believe that it is relevant to look at the multiplier implied in the Offer Price for the financial year 2020.

On 3 July 2019, the average EBITDA forecast of analysts for OSRAM was, according to Bloomberg, EUR 448 million for the financial year 2020E.

For the calculation of the multiplier “enterprise value” or “EV”/EBITDA, which is relevant in the view of OSRAM, on the basis of the Offer Price, it is also necessary to calculate the enterprise value that results implicitly from the consideration offered. The enterprise value is calculated on the basis of the value of the equity in accordance with the consideration offered per share under the Offer (EUR 35.00) and the number of outstanding shares, less the treasury shares held by the Company, plus the effects of equity instruments that have a dilutive effect (EUR 94.3 million), plus the net position of financial liabilities and cash and cash equivalents and of other liabilities and assets of a financial nature (including pension obligations, non-controlling interests, investments accounted for using the equity method) of EUR 637 million. All information on outstanding shares and treasury shares held and balance sheet items relate to the financial quarter ending on 30 June 2019 and has then been adjusted to reflect certain events that became effective only after 30 June 2019. The Managing Board and the Supervisory Board point out that there may also be calculations of the enterprise value differing from this, and that there are also other relevant multipliers that can be used to value the Company.

On the basis of the aforementioned average EBITDA forecast of selected stock analysts being EUR 448 million for the financial year 2020E, the consideration offered results in an EV/EBITDA multiplier of 8.8x. This multiplier significantly exceeds the EV/EBITDA multipliers historically calculated for OSRAM (in each case calculated until 2 July 2019, the day prior to the publication of the ad-hoc announcement regarding the specific market rumours), which were on average 6.3x over the last twelve months, 7.3x since completion of the sale of LEDVANCE by OSRAM in March 2017, and 6.3x since the spin-off by Siemens in 2013 (source for all historical multipliers: FactSet). The historical multipliers are calculated using the average values on all stock exchange trading days during the respective period. An enterprise value is calculated for each stock exchange trading day on the basis of the closing price and the balance sheet information of the Company most recently available to the public at that time, and such enterprise value is divided by the average EBITDA forecast of analysts for the period of the coming twelve months.

The Managing Board and the Supervisory Board point out that there are different sources and calculation methods for historical multipliers, meaning that, if different sources and/or other calculation methods are used, the calculated values may differ from the aforementioned ones. In addition, the foregoing analysis compares a valuation multiplier for the financial year 2020E, which ends in more than one year,

with historical valuation multipliers which assume an EBITDA for the respective coming twelve months.

In the opinion of the Managing Board and the Supervisory Board, the fairness of the Offer Price is also confirmed by a comparison of the Offer Price with the valuation ranges that can be determined on the basis of multipliers of listed companies which are, in the view of the Managing Board and the Supervisory Board, comparable for the individual business units.

3.4 Offer as result of a fair and transparent process

The Offer was preceded by an open and transparent process over several months. According to Section 2.2 of the Offer Document, the due diligence review was conducted by Bain Capital and Carlyle from December 2018 until June 2019. This above-average length of the due diligence period was, in particular, due to (i) the volatile earnings situation of the Company during the due diligence period, and (ii) as a consequence thereof, the difficult financing conditions on the bidder consortium’s side, which delayed the completion of the due diligence review. In addition to the due diligence review performed by Bain Capital and Carlyle, the Managing Board of OSRAM also held extensive discussions with various other potential interested parties, especially in the time period between April and June 2019. The bidder consortium consisting of Bain Capital and Carlyle was the only party who submitted to the Managing Board on 3 July 2019 a legally binding transaction offer for the conclusion of an investment agreement and a subsequent public takeover offer for all OSRAM Shares, which was solely subject to the approval of the Managing Board. On 4 July 2019, after an extensive review of the transaction offer and a comprehensive assessment of the results of various other discussions held and options pursued by the Managing Board, the Managing Board and the Supervisory Board came to the conclusion that it would be in the best interest of the Company and of the shareholders and other stakeholders of OSRAM to enter into the investment agreement with Bain Capital and Carlyle and to support the public takeover offer by Bain Capital and Carlyle.

On 15 July 2019, ams AG submitted a non-binding, preliminary expression of interest with an indicative valuation of EUR 38.50 but without a secured funding. This expression of interest, however, was immediately withdrawn by ams AG on 16 July 2019 after the Managing Board of OSRAM had published an ad-hoc announcement on 15 July 2019 in which it disclosed the receipt of the expression of interest and expressed substantial doubts as to the funding. On 23 July 2019, ams AG published another ad-hoc announcement in which it disclosed that, as part of its technology-led M&A strategy, it continued to evaluate all opportunities with the objective to create value for its shareholders while satisfying certain criteria specified in more detail, and that, on 23 July 2019, it decided to re-evaluate a potential transaction with OSRAM. On 24 July 2019, IG Metall published a statement in which it opposed a takeover of OSRAM by ams AG because the necessary funding was not ensured or could not be ensured and, in this case, a break-up of OSRAM and major job cuts could be expected. Neither the Managing Board nor the Supervisory Board have received any further

expression of interest or offer from ams AG until the date of publication of this Statement.

3.5 Valuation on the basis of the discounted cash flow method

The Managing Board and the Supervisory Board each have convinced themselves in connection with the presentation of the analyses performed by Perella Weinberg Partners and Lazard (as described in Sections VI.3.6 and VI.3.7 of this Statement) that the Offer Price is, on the basis of assumptions considered as realistic by the Managing Board and the Supervisory Board and taking due account of the risks and rewards inherent in business planning, within the value ranges determined on the basis of discounted cash flow analyses, and thus fairly reflects the value of the Company.

The current business planning on which the discounted cash flow analyses are based reflects the current planning of the Company, which is – in light of the weak economic environment and the structural decline in relevant markets, especially in the automotive industry – at the lower end of the medium-term outlook communicated in November 2018. This also complies with the Vara consensus.

3.6 Fairness opinion of Perella Weinberg Partners

The Managing Board of OSRAM has commissioned Perella Weinberg Partners to render, for the purposes of this Statement, a written opinion on the fairness of the Offer Price to the OSRAM Shareholders (except for the Bidder, companies affiliated with the Bidder or persons acting jointly with the Bidder) from a financial point of view. Perella Weinberg Partners presented and explained the analyses performed by it and the conclusions drawn by it on the basis of such analyses in detail to the Managing Board on 29 July 2019, and submitted its original opinion letter on 29 July 2019 (PWP Fairness Opinion).

Perella Weinberg Partners concludes that, subject to the assumptions and restrictions made in the PWP Fairness Opinion, the Offer Price of EUR 35.00 per OSRAM Share was fair to the OSRAM Shareholders (except for the Bidder, companies affiliated with the Bidder or persons acting jointly with the Bidder) from a financial point of view on the day the PWP Fairness Opinion was issued. The full wording of the PWP Fairness Opinion is attached to this Statement as Annex 2.

As part of the preparation of the PWP Fairness Opinion, Perella Weinberg Partners performed a number of financial analyses, as are carried out in comparable transactions and appear appropriate to provide the Managing Board with a sound basis for its own assessment of the fairness of the Offer Price from a financial point of view. The methods adopted by Perella Weinberg Partners are described in the PWP Fairness Opinion.

The analyses performed by Perella Weinberg Partners are based in part on the Offer Document and other information available to the public, on data, planning, financial forecasts and explanatory documents provided by OSRAM as well as on conversations with members of the Managing Board and other employees of OSRAM. In addition,

29 the Investment Agreement entered into by OSRAM and the Bidder on 4 July 2019 (as defined in Section VII.1.1.2) was reviewed and other studies and analyses were conducted for the PWP Fairness Opinion. Other factors regarded by Perella Weinberg Partners as relevant were also taken into consideration. The methods applied in the PWP Fairness Opinion are, in the opinion of the Managing Board, internationally customary and recognised ones, whose application is regarded as appropriate by the Managing Board also in the present case.

The PWP Fairness Opinion includes, among other things, statements regarding certain underlying assumptions, information on which Perella Weinberg Partners relied, procedures adopted, aspects taken into account and limits to the review performed by Perella Weinberg Partners. These should be read in their entirety for an understanding of the scope and conclusion of the PWP Fairness Opinion. The PWP Fairness Opinion does not constitute a valuation as typically prepared by auditors on the basis of the requirements of German corporate law (e.g. an enterprise valuation in accordance with the Principles for the Performance of Business Valuations (IDW S1) published by the German Institute of Auditors (Institut der Wirtschaftsprüfer, IDW), such as a valuation for the purposes of concluding a domination and profit and loss transfer agreement), and is not intended as such, nor is it to be interpreted or regarded as such. In particular, the Principles for the Preparation of Fairness Opinions (IDW S8) issued by the IDW were not taken into account in the preparation of the PWP Fairness Opinion. A Fairness Opinion of the type submitted by Perella Weinberg Partners for the assessment of the fairness from a financial point of view differs in many important respects from an enterprise valuation undertaken by an auditor and from valuations for accounting purposes in general. The Managing Board points out that it also has not carried out its own enterprise valuation of OSRAM on the basis of the IDW S1 principles.

The PWP Fairness Opinion relates exclusively to the fairness of the Offer Price to the OSRAM Shareholders (except for the Bidder, companies affiliated with the Bidder or persons acting jointly with the Bidder) from a financial point of view on the day the respective Fairness Opinion was issued. It does not relate to other aspects of the Offer and makes no recommendation as to whether OSRAM Shareholders should or should not tender their OSRAM Shares under the Offer.

The Managing Board expressly points out that Perella Weinberg Partners submitted the PWP Fairness Opinion exclusively for the information and support of the Managing Board in connection with the assessment of the Offer by the Managing Board. The PWP Fairness Opinion is not addressed to third parties, nor does it confer any rights on third parties. Neither the fact that the PWP Fairness Opinion was submitted to the Managing Board of the Company, nor the consent given by Perella Weinberg Partners for the PWP Fairness Opinion to be attached to the Reasoned Statement as an annex, entitles third parties (including the OSRAM Shareholders) to rely on the PWP Fairness Opinion or derive rights from the PWP Fairness Opinion. Perella Weinberg Partners is not liable towards third parties for the PWP Fairness Opinion. The PWP Fairness Opinion is in particular not addressed to the OSRAM

Shareholders, nor does it constitute a recommendation as to whether OSRAM Shareholders should accept the Offer.

For its activity as mandated financial adviser of OSRAM in connection with the Offer, Perella Weinberg Partners receives from OSRAM a standard market remuneration, which consists of a monthly remuneration and event-based remuneration components. A major portion of the event-based remuneration components will become due after the settlement or failure of the takeover offer or in the event of withdrawal. A minor portion of the event-based remuneration of Perella Weinberg Partners already became due upon the submission of a fairness opinion by Perella Weinberg Partners in connection with the decision of the Management Board to enter into the Investment Agreement on 4 July 2019. Moreover, OSRAM has undertaken to reimburse certain expenses and release Perella Weinberg Partners from certain liability risks in connection with taking on this mandate. The remuneration of Perella Weinberg Partners depends partly and under certain conditions on the success of the takeover.

On the basis of its own experience, the Managing Board of OSRAM has convinced itself of the plausibility and appropriateness of the procedures, methods and analyses applied by Perella Weinberg Partners.

3.7 Fairness Opinion of Lazard

The Supervisory Board of OSRAM commissioned Lazard to render, for the purposes of this Statement, a written opinion on the fairness of the Offer Price to the OSRAM Shareholders (except for the Bidder, companies affiliated with the Bidder or persons acting jointly with the Bidder) from a financial point of view. Lazard presented and explained to the Supervisory Board the analyses performed by it and the conclusions drawn by it on the basis of such analyses in detail on 29 July 2019, and submitted its original opinion letter on 29 July 2019 (the Lazard Fairness Opinion, together with the PWP Fairness Opinion, the Fairness Opinions).

Lazard concluded that, subject to the assumptions and restrictions underlying the Lazard Fairness Opinion, the Offer Price of EUR 35.00 per OSRAM Share was fair to the OSRAM Shareholders (except for the Bidder, companies affiliated with the Bidder or persons acting jointly with the Bidder) from a financial point of view on the day the Lazard Fairness Opinion was issued (i.e. on 29 July 2019). The full wording of the Lazard Fairness Opinion is attached to this Statement as Annex 3.

As part of the preparation of the Lazard Fairness Opinion, Lazard performed a number of financial analyses, as are carried out in comparable transactions and appear appropriate to provide the Supervisory Board with a sound basis for assessment of the fairness of the Offer Price from a financial point of view. The methods adopted by Lazard are described in the Lazard Fairness Opinion.

The analysis performed by Lazard is based in part on the Offer Document, on the final draft of this Statement in the version decided by the Managing Board and on other information available to the public as well as financial forecasts and explanatory documents provided by OSRAM. In addition, other studies and analyses were

31 conducted, and other factors regarded by Lazard as relevant were also taken into consideration. The methods applied in the Lazard Fairness Opinion are, in the opinion of the Supervisory Board, internationally customary and recognised ones, whose application is regarded as appropriate by the Supervisory Board of the Company also in the present case.

The Lazard Fairness Opinion includes, among other things, statements regarding certain underlying assumptions, information on which Lazard relied, procedures adopted, aspects taken into account and limits to the review performed by Lazard. These should be read in their entirety for an understanding of the scope and conclusion of the Lazard Fairness Opinion. The Lazard Fairness Opinion does not constitute a valuation as typically prepared by auditors on the basis of the requirements of German corporate law, and is not intended as such, nor is it to be interpreted or regarded as such. It also does not apply the standards for such opinions defined by the IDW (for the enterprise valuation pursuant to IDW S1, for the preparation of fairness opinions pursuant to IDW S8). A Fairness Opinion of the type submitted by Lazard for the assessment of the fairness from a financial point of view differs in many important respects from an enterprise valuation undertaken by an auditor and from valuations for accounting purposes in general. The Supervisory Board points out that it also has not carried out its own enterprise valuation of OSRAM on the basis of the IDW S1 principles.

The Lazard Fairness Opinion relates exclusively to the fairness of the Offer Price to the OSRAM Shareholders (except for the Bidder, companies affiliated with the Bidder or persons acting jointly with the Bidder) from a financial point of view on the day the Lazard Fairness Opinion was issued. It does not relate to other aspects of the Offer and nor does it make any recommendation as to whether an OSRAM Shareholder should or should not tender his OSRAM Shares under the Offer.

The Supervisory Board expressly points out that Lazard submitted the Lazard Fairness Opinion exclusively for the information and support of the Supervisory Board in connection with the assessment of the Offer by the Supervisory Board. The Lazard Fairness Opinion is not addressed to third parties, nor does it confer any rights on third parties. Neither the fact that the Lazard Fairness Opinion was submitted to the Supervisory Board of the Company, nor the consent given by Lazard for the Lazard Fairness Opinion to be attached to the Reasoned Statement as an annex, entitles third parties (including the OSRAM Shareholders) to rely on the Lazard Fairness Opinion or derive rights from the Lazard Fairness Opinion. Lazard is not liable towards third parties for the Lazard Fairness Opinion. The Lazard Fairness Opinion is in particular not addressed to the OSRAM Shareholders, nor does it constitute a recommendation as to whether OSRAM Shareholders should accept the Offer.

For its activity as financial adviser of the Supervisory Board of OSRAM in connection with the Offer commissioned to submit an opinion regarding the valuation of the Offer Price from a financial point of view, Lazard receives from OSRAM a standard market remuneration, part of which will become due after the submission of the Lazard Fairness Opinion. Moreover, OSRAM has undertaken to reimburse certain expenses

and release Lazard from certain liability risks in connection with taking on its mandate. The remuneration of Lazard does not depend on the success of the takeover.

On the basis of its own experience, the Supervisory Board of OSRAM has convinced itself of the plausibility and appropriateness of the procedures, methods and analyses applied by Lazard.

3.8 Overall assessment of the fairness of the consideration by the Managing Board and the Supervisory Board

The Managing Board and the Supervisory Board have carefully and intensively analysed and assessed the fairness of the consideration offered. The Managing Board and the Supervisory Board have both made own assessments and taken into account the content of the Fairness Opinions, and have convinced themselves on the basis of their own experience of the plausibility of the procedure of the financial advisers.

In their own assessments, the Managing Board and the Supervisory Board have taken into account in particular (but not only) the following aspects:

 Based on the last XETRA closing price of the OSRAM Share on 2 July 2019, the last trading day prior to the publication of the ad-hoc announcement regarding the specific market rumours, the Offer Price includes a premium of EUR 6.08 or 21.0%

 The premium included in the Offer Price so determined is in line with the takeover premia usually paid in takeover transactions with a transaction volume of more than EUR 100 million in Germany during the last fifteen years. In this connection, it must be taken into account that it is at least possible and even probable that the stock exchange prices of the OSRAM Share have been, in part, influenced by takeover speculations since the first rumours started to circulate so that the included premium appears to be lower than it would have been if the stock exchange prices had been completely undisturbed by takeover speculations.

 The Offer Price also exceeds the average (determined as described above) of the Adjusted Analyst Target Prices, i.e. the analyst target prices not explicitly disturbed by takeover considerations (as explained above).

 The EV/EBITDA multiplier for the financial year 2020 implied in connection with the consideration (determined as described above) largely exceeds the historical average multipliers of OSRAM during the last twelve months, since the sale of LEDVANCE in March 2017 and since the spin-off by Siemens in 2013. Also on the basis of multipliers and taking into account the financial profile of listed companies which are, in the view of the Managing Board and the Supervisory Board, comparable for the individual business units, the Offer Price fairly reflects the enterprise value of the Company.

 On the basis of assumptions considered as realistic by the Managing Board and the Supervisory Board, the Offer Price fairly reflects the enterprise value of the Company determined on the basis of discounted cash flow analyses.

 The consideration gives the Shareholders the possibility of a secure and timely value realisation.

On the basis of an overall assessment of, in particular, the aspects described above, the overall circumstances of the Offer and of the Fairness Opinions that were used (among other things) by the Managing Board and the Supervisory Board as a basis of their respective assessment, the Managing Board and the Supervisory Board are of the opinion that the Offer Price is attractive from a financial point of view. With regard to the question of the fairness (within the meaning of Section 31 para. 1 WpÜG) of the consideration offered for the OSRAM Shares to which the Offer relates, the Managing Board and the Supervisory Board, independently of each other, have come to the following conclusion:

The Managing Board and the Supervisory Board believe that the amount of the Offer Price is fair within the meaning of Section 31 para. 1 WpÜG. The Offer Price complies with the statutory requirements and, in the view of the Managing Board and the Supervisory Board, fairly reflects the value of the Company.

VII. OBJECTIVES AND INTENTIONS PURSUED BY THE BIDDER AND THEIR ASSESSMENT BY THE MANAGING BOARD AND THE SUPERVISORY BOARD

The Bidder explains the background to the Offer as well as the economic and strategic rationale in Section 8 of the Offer Document. The intentions of the Bidder and the Bidder Parent Shareholders (as defined in Section 6.2 of the Offer Document) with regard to OSRAM are set out in Section 9 of the Offer Document. The shareholders of OSRAM are advised to read these sections of the Offer Document carefully. The following summarised description is intended to provide an overview of the background to the Offer set out in the Offer Document (see Section VII.1.1) as well as the intentions of the Bidder and the Bidder Parent Shareholders (see Section VII.1.2), and it makes no claim to be exhaustive. Thereafter, the Managing Board and the Supervisory Board state their assessment (see Section VII.2).

1. Information provided by the Bidder in the Offer Document

1.1 Background of the Offer

1.1.1 Economic and strategic background of the Transaction

According to Section 8.1 of the Offer Document, the economic and strategic background of the Offer is the rationale of the Bidder and the Bidder Parent Shareholders to support OSRAM in the Transformation Process to further develop and strengthen OSRAM’s position in the lighting and photonics industry.

According to the statements of the Bidder and the Bidder Parent Shareholders, OSRAM had, until early 2018, benefited from strong demand and enjoyed a particularly favourable environment due to supply constraints in the LED market. Since then, however, OSRAM has, in the view of the Bidder and the Bidder Parent Shareholders, faced continued increasing strategic and operational challenges, in particular because the demand across lighting, automotive and consumer markets have in general deteriorated significantly. In addition, parts of OSRAM’s business activities are, in the Bidder’s view, exposed to structurally declining end markets. According to the Offer Document, the Bidder and the Bidder Parent Shareholders are of the opinion that OSRAM has built up extensive capacity which is currently underutilised, also placing a burden on OSRAM’s profitability. According to the Bidder and the Bidder Parent Shareholders, OSRAM is currently in the middle of a challenging Transformation Process with the goal of developing the business into a leading provider in the photonics industry and pursuing general operational improvements.

According to the Offer Document, the Bidder and the Bidder Parent Shareholders intend to work with the Managing Board of OSRAM to continue and further accelerate the ongoing complex and extensive Transformation Process. To achieve this common goal, the Bidder and the Bidder Parent Shareholders intend, according to the Offer Document, to support the Managing Board of OSRAM with their deep operational expertise and additional funding for investing in new product developments, targeted acquisitions, pursuing organic growth and implementing required restructuring measures to ensure the success of the current Transformation Process.

According to the Offer Document, the Bidder and the Bidder Parent Shareholders are of the opinion that the implementation of such strategy will take time and effort and that considerable additional investment will be needed to realise OSRAM’s full long-term potential. The Bidder and the Bidder Parent Shareholders intend to support the extensive and necessary measures initiated by OSRAM to improve OSRAM’s global competitive position as well as what they consider being the essential Transformation Process. In addition, the Bidder and the Bidder Parent Shareholders believe, according to the statements in the Offer Document, that the realisation of OSRAM’s long-term potential as a leading photonics company in a public market setting with extensive restrictions under capital market law is subject to particular challenges.

According to the Bidder and the Bidder Parent Shareholders, this applies particularly with regard to a technological and R&D driven group like OSRAM where the impact of certain measures takes longer to materialise and where the immediate results of such measures are not always in line with short-term market expectations and quarterly reporting obligations. In the view of the Bidder and the Bidder Parent Shareholders, OSRAM has a business profile which is subject to a substantial cyclicality, and for which an economic downturn or difficult environment in OSRAM’s end markets makes it difficult as a publicly listed company to realise its full strategic and operational value. According to the Offer Document, the Bidder and the Bidder Parent Shareholders are therefore strongly convinced that a private ownership

structure without the frequent reporting obligations and short-term profit expectations of the equity capital markets would give OSRAM the opportunity to focus on its transformation and long-term value creation for the benefit of OSRAM and its stakeholders.

According to the Bidder and the Bidder Parent Shareholders, the settlement of the Offer is, however, not aimed to achieve operational synergies between the Bidder and the OSRAM Group.

1.1.2 Investment Agreement between OSRAM, the Bidder and Lux Topco

In Section 8.2 of the Offer Document, the Bidder points out that, following the due diligence review and extensive discussions between OSRAM on the one hand and Bain Capital and Carlyle on the other hand, the Managing Board and Supervisory Board of OSRAM received a legally binding offer from Bain Capital and Carlyle for the conclusion of an investment agreement and a subsequent public takeover offer for all outstanding OSRAM Shares to be launched by a joint indirect subsidiary (the Bidder). As a consequence, the Bidder and Lux Topco (as defined in Section 6.2 of the Offer Document) entered into an investment agreement with OSRAM on 4 July 2019 (the Investment Agreement) which stipulates the principal terms and conditions as well as the mutual intentions and understanding with regard to the future collaboration and strategy. The Supervisory Board of OSRAM approved the Investment Agreement prior to its execution on 4 July 2019.

According to the statements in the Offer Document, the material terms of the Investment Agreement can be summarised as follows:

(1) Material terms of the Offer

In the Investment Agreement, the Bidder agreed to submit a voluntary public cash takeover offer to all OSRAM Shareholders with a cash consideration as set forth in Section 4 of the Offer Document and the Offer Conditions as set forth in Section 12.1 of the Offer Document.

(2) Support of the Offer

The Managing Board of OSRAM has agreed, to the extent legally possible and subject to applicable law and its fiduciary duties, to support the Offer and to recommend the acceptance thereof in its reasoned statement issued pursuant to Section 27 para. 1 WpÜG. Such support and recommendation are subject to certain requirements agreed to in the Investment Agreement. In case a competing takeover offer with a higher consideration than under the Offer is published and OSRAM’s Managing Board, taking into account all terms and conditions of the competing offer, determines that the competing offer provides for more beneficial terms than the Offer, OSRAM will have the right to terminate the Investment Agreement unless the Bidder exercises its right, as stipulated in the Investment Agreement, to amend its Offer. The parties to the Investment Agreement have also agreed to cooperate with each other in all

respects relating to the Offer, in particular with regard to obtaining the necessary merger control approvals, the foreign investment control approval and the syndication of the External Financing (as defined in Section 14.2 of the Offer Document).

(3) Future cooperation

The parties to the Investment Agreement agreed on certain guiding principles, and the Investment Agreement contains certain intentions of the Bidder, in relation to the proposed cooperation between the Bidder and OSRAM. Please see Section 9 of the Offer Document for further details on the intentions contained in the Investment Agreement.

(4) Term of the Investment Agreement

The Investment Agreement has a fixed term of three years, except with respect to the provisions relating to workforce, employees and employment representation, which shall remain valid for five years after the signing of the Investment Agreement. In addition, the Investment Agreement provides each party with termination rights in certain defined circumstances.

The summary of the Investment Agreement contained in Section 8.2 of the Offer Document is considered as correct by the Managing Board and the Supervisory Board.

1.2 Intentions of the Bidder and the Bidder Parent Shareholders

The intentions of the Bidder are described in Section 9 of the Offer Document as the shared intentions of the Bidder and the Bidder Parent Shareholders (as defined in Section 6.2 of the Offer Document). According to the Offer Document, neither the Bidder nor the Bidder Parent Shareholders have any intentions to deviate from the intentions set forth in Sections 9.1 to 9.6 of the Offer Document. The Bidder also points out in the Offer Document that the intentions set forth in Sections 9.1 to 9.4 of the Offer Document have their legal basis in the Investment Agreement.

The Bidder points out in the Offer Document that the parties to the Investment Agreement have acknowledged and agreed that OSRAM is operating in a challenging and volatile market environment, which requires a certain flexibility to swiftly react to changes particularly in the lighting industry and overall developments. According to the Offer Document, the Bidder therefore acknowledges that the Managing Board and the Supervisory Board of OSRAM are at any time free to take any decisions and carry out any measures in their own responsibility, even if this would contradict or would not be in line with the intentions of the Bidder set forth in Sections 9.1 to 9.4 of the Offer Document, if and to the extent such decisions or measures are, according to the assessment of the Managing Board and the Supervisory Board of OSRAM, in the best interest of OSRAM and its shareholders, employees and other stakeholders.

1.2.1 Future business activity, assets and future obligations of OSRAM

According to Section 9.1 of the Offer Document, the objective of the Bidder’s Offer is to raise the long-term sustainable value of OSRAM and the strengthening of OSRAM Group’s business as one of the world’s leading provider in the photonics industry. According to the Offer Document, the Bidder intends to add value to the OSRAM Group by supporting the Managing Board of OSRAM to successfully continue the ongoing Transformation Process, in particular by additional investment in new product developments, making acquisitions and pursuing organic growth.

According to the Offer Document, the Bidder intends to provide OSRAM with access to its internal resources, including its experts in finance and capital market, and intends to provide OSRAM with back-up credit lines for refinancing any financial liabilities becoming due according to change-of-control clauses triggered by the Offer. The Bidder also intends, according to the Offer Document, to provide OSRAM with sufficient liquidity reasonably required (i.e., on the basis of the possible liquidity development brought to the Bidder’s attention) to further pursue its general business operations in the first six months upon settlement of the Offer. The Bidder points out in the Offer Document that it believes that the capital structure proposed for the Transaction (as described in Section 14.2 of the Offer Document) fully acknowledges such aspiration.

Based on OSRAM’s current key performance indicators, the Bidder does not expect, according to the Offer Document, that OSRAM pays out any dividend in the near future which exceeds the minimum dividend requirements under Section 254 para. 1 AktG.

According to its own statements, the Bidder does not intend to cause OSRAM or any member of the OSRAM Group to change its company name after settlement of the Offer. It also intends to maintain the OSRAM Group brands as independent brands as well as trademark on OSRAM Group products and intends to support the OSRAM Group in further enhancing the brand awareness.

Furthermore, the Bidder does not intend to initiate or support any sale or other disposal of the business or material assets of the OSRAM Group unless agreed with the Managing Board of OSRAM, provided, however, that in light of the challenging and volatile market environment in which OSRAM operates, the Managing Board of OSRAM has acknowledged that the Bidder expects a certain flexibility from the Managing Board of OSRAM to discuss potential proposals for asset disposals in an open and unbiased way. The Bidder further notes in this regard that the Managing Board of OSRAM shall at all times be free to take any decision on disposing OSRAM’s assets if such disposal is in the best interest of OSRAM.

According to the Offer Document, the Bidder has, in connection with the Offer, no further intentions regarding the use of the assets and future obligations of OSRAM.

1.2.2 Registered office of OSRAM and location of material parts of the business

According to Section 9.2 of the Offer Document, the Bidder does not intend to cause OSRAM to relocate its corporate seat (Satzungssitz) and headquarters from Munich, Germany. According to the Offer Document, the Bidder also does not intend to cause OSRAM to relocate the location of any of its important operations and assets (wesentliche Unternehmensteile). According to its own statements, the Bidder has, in connection with the Offer, also no further intentions regarding the registered office and location of OSRAM or any of its important operations and assets.

1.2.3 Employees, employee representation and employment conditions

According to its statements made in Section 9.3 of the Offer Document, the Bidder acknowledges that the dedicated workforce of the OSRAM Group is a key pillar for the success of OSRAM, and that the future development of the Company will largely depend on the creativity and performance of OSRAM Group’s workforce and their potential for innovation. According to the Offer Document, the Bidder intends to continue and further strengthen a constructive dialogue with all of OSRAM Group’s work-force constituencies and is willing to support the Managing Board of OSRAM in maintaining and developing an attractive and competitive framework to retain an excellent global employee base.

The Bidder further states that it does not intend to cause OSRAM to take or initiate any action aiming at the amendment or termination of existing shop agreements (Betriebsvereinbarungen), collective bargaining agreements (Tarifverträge) or similar agreements, in particular relating to work conditions of OSRAM Group, including the “Eckpunktepapier Zukunftskonzept Deutschland” entered into with IG Metall and OSRAM Group’s workforce representatives in July 2017.

According to the Offer Document, the Bidder further intends to respect the rights of the employees and works councils (Betriebsräte) in the OSRAM Group including the current structures established in connection therewith. According to the Offer Document, the Bidder does not intend to take actions which would result in a change of the existing pension plans or similar commitments for employees and the Bidder intends to ensure the adequate participation of OSRAM’s management and employees in OSRAM’s success by maintaining existing or implementing new incentive schemes.

According to the Offer Document, the Bidder further intends to maintain the existing steering committee (Lenkungsausschuss) which equally consists of members of the Managing Board of OSRAM and employee representatives and which shall be involved in the contemplated measures of the Transformation Process.

According to its own statements, the Bidder has, in connection with the Offer, also no further intentions regarding employees, employee representation and employment conditions.

1.2.4 Members of the Managing Board and of the Supervisory Board of OSRAM

According to Section 9.4 of the Offer Document, the Bidder has full trust and confidence in the Managing Board of OSRAM and does neither intend to change the composition of the Managing Board of OSRAM nor to initiate any action aiming at the removal of its members from office. Rather, the Bidder intends, according to the Offer Document, to fully support the Managing Board of OSRAM in the implementation of its revised corporate strategy and to work with the Managing Board of OSRAM to maximise the envisaged efficiencies and gains.

According to the statements in Section 9.4 of the Offer Document, the Bidder does not intend to change the size of the Supervisory Board of OSRAM, and acknowledges the rules of the German Co-Determination Act (Mitbestimmungsgesetz – MitbestG). The Bidder intends, according to the Offer Document, to be represented in the Supervisory Board of OSRAM in a manner which appropriately reflects its shareholding following settlement of the Offer. The Bidder further acknowledges in the Offer Document that the Supervisory Board of OSRAM shall comprise at least two independent members (as defined by the German Corporate Governance Code (Deutscher Corporate Governance Kodex)).

1.2.5 Intended structural measures

In Section 9.5 of the Offer Document, the Bidder describes in detail the structural measures that it intends to take after the settlement of the Offer, subject to having reached the required majority. These are the following measures:

(1) Domination and profit and loss transfer agreement

The Bidder states in Section 9.5(a) of the Offer Document that it intends to enter into a domination and profit and loss transfer agreement with OSRAM. Such domination and profit and loss transfer agreement would stipulate, inter alia, an obligation of the Bidder (i) to acquire the OSRAM Shares of the outside OSRAM Shareholders upon their request in exchange for reasonable cash compensation, and (ii) to pay to the outside OSRAM Shareholders annually recurring payments (guaranteed dividend). The reasonableness of the amount of the cash compensation and guaranteed dividend to be paid can be examined by a court in appraisal proceedings. The Bidder points out that the amount of the reasonable cash compensation could be equivalent to the Offer Price but could also be lower or higher.

(2) Squeeze-out

In case the Bidder directly or indirectly holds such number of OSRAM Shares that a shareholder of a stock corporation needs to demand transfer of the shares of the outside shareholders in exchange for granting reasonable cash compensation (squeeze-out), the Bidder intends, according to Section 9.5(b) of the Offer Document, to take all measures necessary for such a squeeze-out.

Depending on the amount of its shareholding and the circumstances under which the respective threshold is achieved, the Bidder may implement (i) a squeeze-out pursuant to Sections 327a et seqq. AktG (squeeze-out under stock corporation law), (ii) a squeeze-out pursuant to Section 62 para. 5 of the German Transformation Act (Umwandlungsgesetz – UmwG) (squeeze-out under transformation law), or (iii) a squeeze-out pursuant to Section 39a para. 1 sentence 1 WpÜG (squeeze-out under takeover law).

The details presented by the Bidder regarding the necessary amount of its shareholding and the conditions for these squeeze-out measures are set out in Section 9.5(b) of the Offer Document. The Bidder informs the OSRAM Shareholders that (i) the amount of the cash compensation payable as part of the squeeze-out procedure could be equal to the Offer Price, but could also be lower or higher, and (ii) completion of a squeeze-out would automatically result in delisting of the OSRAM Shares from the stock exchange.

(3) Delisting

According to Section 9.5(c) of the Offer Document, the Bidder is strongly convinced that a private ownership structure, without the frequent reporting obligations and short-term profit expectations of equity capital markets, is a much better setting for OSRAM than remaining a listed company. The Bidder therefore intends, according to the Offer Document, to implement, in coordination with the Managing Board and the Supervisory Board of OSRAM, a withdrawal of the admission to trading of the OSRAM Shares (delisting) from all regulated markets (regulierten Märkten) in accordance with the provisions of the WpÜG and the German Stock Exchange Act (Börsengesetz – BörsG) or as a result of a squeeze-out, and to apply or propose to suspend inclusion of the OSRAM Shares in the open market segments (Freiverkehr) of the stock exchanges Berlin, Düsseldorf, Hamburg, Hanover, and Stuttgart as well as Tradegate Exchange.

1.2.6 Intentions with regard to the business activities of the Bidder

Except for the expected effects on the assets, financial position and results of the Bidder described in Section 15 of the Offer Document, the Bidder and the Bidder Parent Shareholders (as defined in Section 6.2 of the Offer Document) have, according to Section 9.6 of the Offer Document, no intentions in connection with the Offer that could affect the registered office or location of material parts of the business, the use of the assets or future obligations of the Bidder and the Bidder Parent Shareholders, the members of the boards of the Bidder and the Bidder Parent Shareholders, or the employees, their representation and the employment conditions of the Bidder and the Bidder Parent Shareholders.

2. Assessment of the intentions of the Bidder and the expected consequences for OSRAM

The Managing Board and the Supervisory Board have carefully and extensively examined the intentions of the Bidder and the Bidder Parent Shareholders (as defined in Section 6.2 of the Offer Document) as described in the Offer Document. Following intensive negotiations, the proposed measures and objectives have already been largely agreed in the Investment Agreement. The Managing Board and the Supervisory Board expressly welcome the fact that, in concluding the Investment Agreement, the Bidder has established a reliable and viable basis for its objectives and intentions regarding the Offer. This creates clarity and a stable foundation for the future partnership. The Managing Board and the Supervisory Board are of the opinion that the intentions and their possible consequences are beneficial for the future of OSRAM and its business activities and, therefore, support them.

2.1 Economic and strategic background of the Transaction

The Managing Board and the Supervisory Board consider the assessment of the economic and strategic background by the Bidder as understandable. They expressly welcome the intention of the Bidder and the Bidder Parent Shareholders

 to work with the Managing Board of OSRAM to continue and further accelerate the ongoing complex and extensive Transformation Process;

 to support the Managing Board of OSRAM with their deep operational expertise and additional funding in investing in new product developments, targeted acquisitions, pursuing organic growth and implementing required restructuring measures; and

 to support the measures initiated by OSRAM to improve OSRAM’s global competitive position as well as the ongoing Transformation Process.

The Managing Board and the Supervisory Board, too, do not see any possibilities to create operational synergies between the Bidder and the OSRAM Group.

2.2 Future business activity, assets and future obligations of OSRAM

The Managing Board and the Supervisory Board welcome the Bidder’s interest in OSRAM and its declared intentions with regard to the future business activity of OSRAM. They particularly welcome the Bidder’s stated objective of raising the long-term sustainable value of OSRAM and the strengthening of OSRAM Group’s business as one of the world’s leading provider in the photonics industry. In this regard, the Bidder supports the process already initiated by the Managing Board and the Supervisory Board. The Managing Board and the Supervisory Board also approve the Bidder’s intention to add value to OSRAM Group. In the view of the Managing Board and the Supervisory Board, this added value can be achieved, in particular, if the Bidder supports the ongoing Transformation Process of the OSRAM Group by additional investment in new product developments, making acquisitions and pursuing

42 organic growth. Due to the support by the Bidder, the Managing Board and the Supervisory Board expect that it will be possible to implement strategic acquisitions and transformational projects within a shorter time frame. The continuation of the pursued strategy also confirms, in the opinion of the Managing Board and the Supervisory Board, the good positioning and proper strategic orientation of the OSRAM Group.

The Managing Board has, in close cooperation with the Supervisory Board, also considered alternatives to the takeover by the Bidder, in particular transformational acquisitions, potential business combinations with competitors and the continuation of the business activities on a stand-alone basis. The Managing Board and the Supervisory Board are of the opinion that the Offer will not negatively affect OSRAM’s operational independence but that, instead, a successful takeover by the Bidder will enable the OSRAM Group to continue its current business activities and possibly pursue its strategically objectives even more quickly and effectively. In light of this, the Managing Board and the Supervisory Board expressly welcome that, according to the Offer Document, the Bidder intends not to cause OSRAM or any member of the OSRAM Group to change its company name after settlement of the Offer and to maintain the OSRAM Group brands as independent brands as well as trademark on OSRAM Group products and to support the OSRAM Group in further enhancing the brand awareness. In this connection, the Managing Board and the Supervisory Board also welcome that, according to the Offer Document, the Bidder does not intend to initiate or support any sale or other disposal of the business or material assets of the OSRAM Group unless agreed with the Managing Board. Thus, save for the potential conclusion of a domination and profit and loss transfer agreement with the Bidder, the Managing Board of OSRAM will be able to continue to manage the Company independently and exclusively in its own responsibility pursuant to and within the framework of German law.

Furthermore, the Managing Board and the Supervisory Board welcome the stated intention of the Bidder to provide OSRAM with access to its internal resources, including its experts in finance and capital market, and to provide OSRAM with back-up credit lines for refinancing any financial liabilities becoming due according to change-of-control clauses triggered by the Offer. Various important financing agreements of the OSRAM Group, particularly the agreements on a revolving facility and the credit facility agreement with the European Investment Bank, contain change- of-control clauses providing for an early redemption or repayment at the option of the respective holders or lenders. If the holders or lenders exercise this option and trigger an early redemption or repayment, the credit lines provided by the Bidder will ensure the continued availability of adequate financing options for OSRAM. Particularly worth mentioning in this context is the Bidder’s intention stated in the Offer Document to provide OSRAM with sufficient liquidity reasonably required to further pursue its general business operations in the first six months upon settlement of the Offer. The Bidder and the Managing Board and the Supervisory Board agree that the capital structure proposed for the Transaction fully acknowledges such aspiration.

The Managing Board and the Supervisory Board acknowledge and welcome that, according to the Offer Document, the Bidder also has no further intentions regarding the use of the assets and future obligations of OSRAM.

2.3 Registered office of OSRAM and location of material parts of the business

The Managing Board and the Supervisory Board welcome that, according to the Offer Document, the Bidder does not intend to cause OSRAM to relocate its corporate seat (Satzungssitz), its headquarters from Munich, or any of its important operations and assets. This also clearly shows that the Bidder is interested in preserving the identity of the OSRAM Group. The Managing Board and the Supervisory Board acknowledge that the Bidder has, in connection with the Offer, no further intentions regarding the registered office and location of OSRAM or any of its important operations and assets.

2.4 Employees, employee representation and employment conditions

The Managing Board and the Supervisory Board also consider the Bidder’s statements regarding OSRAM’s employees as particularly important. The Managing Board and the Supervisory Board share the Bidder’s opinion that the dedicated workforce of the OSRAM Group is a key pillar for the success of OSRAM, and that the future development of the Company will largely depend on the creativity and performance of OSRAM Group’s workforce and their potential for innovation. The Managing Board and the Supervisory Board, therefore, strongly welcome that, according to the Offer Document, the Bidder intends to continue and further strengthen a constructive dialogue with all of OSRAM Group’s work-force constituencies. The Managing Board and the Supervisory Board also note positively the Bidder’s stated intention to support the Managing Board of OSRAM in maintaining and developing an attractive and competitive framework to retain an excellent global employee base.

Furthermore, the Managing Board and the Supervisory Board welcome that, according to the Offer Document, the Bidder does not intend to cause OSRAM to take or initiate any action aiming at the amendment or termination of existing shop agreements (Betriebsvereinbarungen), collective bargaining agreements (Tarifverträge) or similar agreements, in particular relating to work conditions in the OSRAM Group, including the “Eckpunktepapier Zukunftskonzept Deutschland” entered into with IG Metall and OSRAM Group’s workforce representatives in July 2017. In the view of the Managing Board and the Supervisory Board, these agreements are of fundamental importance both for OSRAM and for its workforce.

Likewise, the Managing Board and the Supervisory Board support the Bidder’s intention stated in the Offer Document to respect the rights of the employees and works councils (Betriebsräte) in the OSRAM Group including the current structures established in connection therewith. The Managing Board and the Supervisory Board note positively that, according to the Offer Document, the Bidder does not intend to take actions which would result in a change of the existing pension plans or similar commitments for employees. Furthermore, the Managing Board and the Supervisory Board welcome the Bidder’s stated intention to ensure the adequate participation of

OSRAM’s management and employees in OSRAM’s success by maintaining existing and/or implementing new incentive schemes.

The Managing Board and the Supervisory Board welcome that, according to the Offer Document, the Bidder intends to maintain the existing steering committee (Lenkungsausschuss) which equally consists of members of the Managing Board of OSRAM and employee representatives and to involve the steering committee in the planned measures of the Transformation Process. In the view of the Managing Board and the Supervisory Board, this also confirms the identity-preserving character of the Offer.

Finally, the Managing Board and the Supervisory Board acknowledge that the Bidder has, in connection with the Offer, also no further intentions regarding employees, employee representation and employment conditions.

The Managing Board and the Supervisory Board point out that the settlement of the takeover offer and of the Transaction have no immediate effects on the employees of the OSRAM Group, their employment relationships or their rights, or to the statutory obligations assumed in respect of them. All current employment relationships with the respective companies of the OSRAM Group will continue, without the takeover offer or the Transaction triggering a business transfer (Betriebsübergang). Moreover, the settlement of the Transaction will have no effects on the organisation of the employee representatives and the bodies established under the German Works Constitution Act.

2.5 Composition of the Managing Board and of the Supervisory Board

The Managing Board and the Supervisory Board welcome the Bidder’s statements that it does neither intend to change the composition of the Managing Board nor to initiate any action aiming at the removal of its members from office, and the Bidder’s statements concerning its intention to fully support the Managing Board in the implementation of its revised corporate strategy to maximise the envisaged efficiencies and gains. In the view of the Managing Board and of the Supervisory Board, this confirms the Bidder’s stated intention to preserve the independence of OSRAM and to support the Managing Board in the initiated Transformation Process.

Furthermore, the Managing Board and the Supervisory Board welcome that the Bidder does not intend to change the size of the Supervisory Board of OSRAM and acknowledges the rules of the German Co-Determination Act. This will ensure an adequate representation of the employees in the Supervisory Board also in the future. The Managing Board and the Supervisory Board also welcome that the Supervisory Board of OSRAM shall comprise at least two independent members (as defined by the German Corporate Governance Code). The Bidder’s intention to seek to be represented in the Supervisory Board of the Company in a manner which appropriately reflects the importance of its shareholding following settlement of the Offer is considered as understandable by the Managing Board and the Supervisory Board.

2.6 Intended structural measures

Should the acceptance rate under the Offer be sufficiently high and the Bidder decide in favour of the conclusion of a domination and profit and loss transfer agreement, the Managing Board and the Supervisory Board would consider this to be an economically comprehensible measure. The legal limitations on the so-called de facto group (faktischer Konzern), which exists when a majority stake is held without a domination agreement, often entails a considerable amount of time and resources to be spent, especially within the dominated entities, because both the Managing Board as well as other departments (especially the legal, finance and accounting department) would need to be involved in every measure initiated by the Bidder, and into every legal transaction concluded with the Bidder in order to ensure compliance with the regulations applicable to this de facto group. Moreover, the proposed domination and profit and loss transfer agreement would, in principle, lead to the tax results of OSRAM being offset against the Bidder’s financing costs.

If the Bidder achieves the amount of shareholding permitting a squeeze-out of the outside shareholders of OSRAM – which, for example, in the case of a squeeze-out pursuant to the German Transformation Act, already occurs when it holds 90% of the issued OSRAM Shares – this measure is, in the opinion of the Managing Board and the Supervisory Board, also justified from a business perspective. If the Bidder achieves this amount of shareholding, the trading in the OSRAM Shares will no longer be sufficiently liquid for the function of a “capital collecting company” (Kapitalsammelstelle). Furthermore, the outside OSRAM Shareholders are protected by the legal regulations applicable to such structural measures, especially the judicial appraisal proceedings in which the offered cash compensation can be reviewed.

Finally, the Managing Board and the Supervisory Board share the Bidder’s view that a private ownership structure without the frequent reporting obligations and short-term profit expectations of the equity capital markets would give OSRAM the opportunity to focus on the Transformation Process and long-term value creation for the benefit of the Company and its stakeholders. Therefore, the Managing Board and the Supervisory Board, in principle, welcome the Bidder’s intention to implement, in coordination with the Managing Board and the Supervisory Board, a withdrawal of the admission to trading of the OSRAM Shares (delisting) from all regulated markets (regulierten Märkten) in accordance with the provisions of the WpÜG and the German Stock Exchange Act or as a result of a squeeze-out, and to apply or propose to suspend inclusion of the OSRAM Shares in the open market segments (Freiverkehr), provided that due account is taken of the interests of the minority shareholders. In this regard, also the Investment Agreement explicitly provides that the Managing Board will, in case of an application for a delisting, have due regard to the interests of the minority shareholders.

Regarding the consequences of the structural measures for the OSRAM Shareholders, reference is made to Section VIII of this Statement.

2.7 Future business activities of the Bidder and the Bidder Parent Shareholders

The Managing Board and the Supervisory Board acknowledge the Bidder’s statements made in the Offer Document regarding the continuation of the current business activities of the Bidder and the Bidder Parent Shareholders (as defined in Section 6.2 of the Offer Document).

2.8 Tax consequences

Generally, the Managing Board does not identify any substantial negative tax consequences for OSRAM on the basis of the Offer Document published by the Bidder. The Managing Board is of the opinion that potential disadvantages for the Group which could result from a possible forfeiture of tax losses or tax loss carryforwards in Germany can generally be avoided with acceptable liquidity costs. If a domination and profit and loss transfer agreement is concluded between the Bidder and OSRAM (see Sections VII.1.2.5(1) and VII.2.6 above), this would, in principle, result in the tax results of OSRAM being offset against the Bidder’s financing costs and in a limited de facto usability of loss carryforwards or similar.

2.9 Financial consequences

The Managing Board draws attention to the following effects under existing financing agreements of the OSRAM Group:

There are the following main financings of OSRAM each of which has been utilised and disbursed to a major extent, under which the lenders are entitled to a termination right in the event of a change of control:

 A loan agreement with the European Investment Bank on a credit facility in a total amount of EUR 200,000,000: in the event of a change of control, the terms of the loan provide for a right of the lender to demand, within 30 days after notice is given by OSRAM to the lender, repayment of the outstanding loan amount together with interest accrued (and prepayment penalties, if any); such notice must be given within five banking days (as defined in the relevant agreement) after occurrence of the change of control. If the lender exercises its right to demand repayment, payment must be made by OSRAM within 30 days.

 An agreement with a bank syndicate on a revolving credit facility in a total amount of EUR 950,000,000: in the event of a change of control, the terms of the loan provide for a right of each lender to demand, within 30 days after notice is given by OSRAM to the lead manager, repayment of the outstanding loan amount together with interest accrued (and prepayment penalties, if any) and to terminate the loan commitments made by the relevant lender; such notice must be given within five banking days (as defined in the relevant agreement) after occurrence of the change of control.

The occurrence of a change of control within the meaning of the terms of the financings of OSRAM described above is subject to the condition of occurrence of one of the following alternative events:

(i) any person or persons acting in concert within the meaning of Section 30 para. 2 WpÜG, or any person or persons acting on behalf of such persons, directly or indirectly acquire(s) or come(s) to own at any time the majority (>50%) of the issued share capital of OSRAM or such number of shares in OSRAM carrying more than 50% of the voting rights in OSRAM normally exercisable at a general meeting of OSRAM, or

(ii) control over OSRAM is acquired otherwise.

In addition, various companies of the OSRAM Group have entered into financing agreements with third-party financial institutions, which have been utilised in part in the form of guarantees or cash loans. Almost all of these agreements were entered into ‘until further notice’ and can be terminated with immediate effect. In the case of outstanding guarantees, the financial institution may also request that the relevant amount is deposited immediately in cash. It cannot be reliably predicted whether such agreements will be terminated or a cash deposit will be requested.

All agreements described in this Section VII.2.9 are based, inter alia, on a pari passu agreement aimed at the equal treatment of all creditors with regard to the collateral provided for the loans. It cannot be ruled out that a change in the currently existing financing structure with its homogeneous treatment of creditors on a pari passu basis could, as a consequence of the takeover, result in terminations.

It cannot be predicted with certainty whether and to what extent the agreements described in this Section VII.2.9 will be terminated by the respective financial institutions. However, under the future financing structure, interest rates are expected to be higher and loan terms are expected to be more complex and restrictive than under the current conditions.

VIII. EFFECTS ON THE OSRAM SHAREHOLDERS

The following remarks are intended to provide the OSRAM Shareholders with information concerning the assessment of the effects of the acceptance or non- acceptance of the Offer. The following considerations do not claim to be exhaustive. It is the own responsibility of each OSRAM Shareholder to evaluate the effects of an acceptance or non-acceptance of the Offer. The Managing Board and the Supervisory Board therefore recommend that OSRAM Shareholders seek professional advice, if necessary.

The Managing Board and the Supervisory Board furthermore point out that they do not and cannot assess whether OSRAM Shareholders, through accepting or not accepting the Offer, might be exposed to possible tax disadvantages (especially any tax liability on capital gains) or if tax benefits could be forfeited. The Managing Board and the Supervisory Board recommend that, before deciding to accept or not accept

the Offer, OSRAM Shareholders should seek tax advice, taking into consideration the personal circumstances of the Shareholder in question.

1. Possible effects in case that the Offer is accepted

OSRAM Shareholders intending to accept the Bidder’s Offer should, in particular, consider the following in the light of the remarks made above:

 OSRAM Shareholders who accept or will accept the Offer, will in future no longer be able to benefit from any positive performance of the stock exchange price of the OSRAM Shares, or from any positive development of the business of the Company and its subsidiaries. It cannot be ruled out, inter alia, that, as occurred in the past, OSRAM will in the – possibly near – future again generate value potential through the acquisition of companies (mergers and acquisitions), and that the stock exchange price will correspondingly perform positively; OSRAM Shareholders who accept or will accept the Offer would not participate in such performance. On the other hand, OSRAM Shareholders who accept or will accept the Offer are no longer exposed to the risks that may result from negative developments of the Company.

 The Offer will only be settled following the fulfilment of all Offer Conditions to which the Offer is subject, or if the Bidder has effectively waived them. Whether the Offer Conditions have been fulfilled may become evident only following the expiry of the Acceptance Period.

 According to the WpÜG, the Bidder is entitled to modify the offer consideration up to one business day prior to the end of the acceptance period.

 With the transfer of the OSRAM Share upon the settlement of the Offer, all ancillary rights, in particular the right to dividends, existing at the time of the settlement will be transferred to the Bidder.

 A withdrawal from the acceptance of the Offer is possible only under the narrow conditions set out in Section 17 of the Offer Document, and only before the Acceptance Period has expired. According to Section 13.8 of the Offer Document, OSRAM Shares for which the Offer has been accepted within the Acceptance Period (Tendered OSRAM Shares) can be traded on the regulated market of the Frankfurt Stock Exchange (Prime Standard) under the ISIN DE000A2YPGG6. Trading will presumably start on the third Banking Day (as defined in Section 2.1 of the Offer Document) following the commencement of the Acceptance Period. Trading in the Tendered OSRAM Shares on the regulated market of the Frankfurt Stock Exchange will be suspended (i) at the end of the last day of the Acceptance Period if all Offer Conditions mentioned in Section 12.1 in the Offer Document have been met or effectively waived or (ii) at the end of the third stock exchange trading day directly preceding the settlement or rebooking of the Offer. The acquirers of Tendered OSRAM Shares traded under ISIN DE000A2YPGG6 assume all rights and obligations arising from the agreements entered into by accepting the Offer with respect to these

OSRAM Shares. The Bidder points out that trading volumes and liquidity of the Tendered OSRAM Shares depend on the specific acceptance rate and therefore may not exist at all or may be low and may be subject to heavy fluctuations. Therefore, it is possible that, in the absence of demand, it will be impossible to sell the Tendered OSRAM Shares on the stock exchange

 Since, according to the statements of the Bidder, the settlement of the Offer may, as a result of the various merger control procedures and the foreign investment control procedure to which the Offer is subject (for more details, see Sections 11.1, 11.2, 12.1.1 and 12.1.2 of the Offer Document, and Section IV.6 and IV.7 of this Statement), be delayed until as late as 18 June 2020, or might not even take place at all (also see Section IV.9 of this Statement), the aforementioned restrictions relating to the trading volume and the liquidity of the Tendered OSRAM Shares may remain in place for a corresponding length of time.

 If the Bidder or any of the persons acting jointly with it or their subsidiaries acquire, within one year of the publication of the number of OSRAM Shares to which it or they are entitled following the expiry of the Acceptance Period and resulting from the acceptance of the Offer (Section 23 para. 1 sentence 1 no. 2 WpÜG), OSRAM Shares off the exchange, and the value of the consideration granted or agreed in this respect is higher than that specified in the Offer, the Bidder shall be obliged to pay to the OSRAM Shareholders who have accepted the Offer a consideration corresponding to the applicable difference. On the other hand, there is no such claim to the subsequent improvement of the consideration under the Offer for acquisitions made off the exchange made in return for a higher consideration following the expiry of this subsequent acquisition period of one year. Such a claim to improvement also does not exist in the case of share acquisitions in connection with a statutory obligation to pay a compensation to OSRAM Shareholders. The Bidder can, moreover, also purchase OSRAM Shares on the stock exchange at a higher price during the aforementioned one-year subsequent acquisition period without having to adjust the consideration in favour of those OSRAM Shareholders who have already accepted the Offer.

 OSRAM Shareholders who accept the Offer shall not participate in any cash compensation of whatever type that is legally payable in the case of certain structural measures implemented following the settlement of the Offer (for more details, see the remarks contained in Section 9.5 of the Offer Document). As a rule, any compensation payments will be determined on the basis of the total value of an enterprise, and may be reviewed in judicial proceedings. Such compensation payments may be equal to the amount of the cash compensation, but may also be higher or lower. The Managing Board and the Supervisory Board are of the opinion that it cannot be ruled out that compensation payments made at a future point in time could exceed the Offer Price. Even if this is the case, the OSRAM Shareholders accepting the Offer will not be entitled to such compensation payments or to any additional payments.

2. Possible effects in case that the Offer is not accepted

OSRAM Shareholders who do not accept the Offer and who do not otherwise dispose of their OSRAM Shares will remain Shareholders of OSRAM as before. However, they should take note, in particular, of the Bidder’s remarks set out in Section 16 of the Offer Document, together with the following:

 They will bear the risks and rewards of the future performance of those OSRAM Shares in respect of which they do not accept the Offer.

 The present stock exchange price of the OSRAM Share also reflects the fact that the Bidder published its decision to launch the Offer on 4 July 2019, as well as the fact that there have been specific takeover speculations in the market since 27 November 2018. It is uncertain whether, following the settlement of the Offer, the stock exchange price of the OSRAM Shares will remain at its present level or rise above or fall below it.

 The settlement of the Offer will result in a reduction of the free float of the issued OSRAM Shares. It is further expected that the supply of and demand for OSRAM Shares will be less than today after settlement of the Offer, and therefore that the liquidity of the OSRAM Shares will decrease. It will therefore be possible that buy and sell orders with respect to OSRAM Shares cannot be executed or cannot be executed in a timely fashion. Moreover, the possible limitation of the liquidity of OSRAM Shares could result in substantially heavier price fluctuations of the OSRAM Shares in the future.

 The OSRAM Share is currently included in the MDAX index, meaning that institutional funds and investors, which invest in components of indexes such as the MDAX, are current obliged to hold OSRAM Shares, if they wish to reflect the performance of the MDAX. The OSRAM Shares could be excluded from the MDAX as a consequence of the settlement of the takeover offer. Index investors still holding OSRAM Shares following the completion of the takeover offer might then possibly sell them on the market. This could then result in an excessive supply of OSRAM Shares on a comparatively illiquid market, which can, in turn, result in price decreases for the OSRAM Shares.

 After settlement of the Offer, the Bidder will presumably have the voting majority at the general meeting and, depending on the acceptance rate, also have the necessary voting majority to enforce all important structural measures and other measures under corporate law at the general meeting of OSRAM. This includes, for example, election and dismissal of shareholder representatives in the Supervisory Board, election of the statutory auditor, granting or rejecting approval of the actions of Managing Board or Supervisory Board members, amendments to the articles of association, capital increases, to demand the transfer of the OSRAM Shares of the outside shareholders to the main shareholder in exchange for reasonable cash compensation (squeeze-out) and, if the majority requirements under statutory law and articles of association have

been satisfied, the exclusion of shareholders’ subscription rights in capital measures as well as reorganisations, mergers, the approval of a domination and profit and loss transfer agreement, as well as the dissolution of OSRAM. Only in the case of some of the aforementioned measures would there be an obligation on the part of the Bidder under German law to submit to the minority shareholders, on the basis of a company valuation for OSRAM, an offer to acquire their OSRAM Shares in exchange for reasonable compensation or to grant other compensation (for more details, see Section VII.2.6 above). Because such company valuation would have to be based on circumstances existing at the time of the resolution adopted by the OSRAM general meeting for the respective measure, such offer for compensation could be equivalent in value to the Offer Price but it could also be lower or higher. The implementation of some of these measures could also result in the delisting of the OSRAM Shares.

 Provided it holds the required majority of OSRAM Shares, the Bidder could resolve in the general meeting in its sole discretion on the appropriation of a potential distributable profit (Bilanzgewinn).

 The Bidder could demand the transfer of the OSRAM Shares of the outside shareholders to the main shareholder in exchange for reasonable cash compensation (squeeze-out), if it directly or indirectly holds the required number of OSRAM Shares.

 The Bidder could cause the conclusion of a domination and profit and loss transfer agreement with OSRAM as the dominated company. In this case, the Bidder as the dominating company could issue binding instructions to the Managing Board of OSRAM concerning the management of the business. The obligation to transfer profits means that the Bidder could demand the transfer of the total distributable profit of OSRAM. In this case, the Bidder would have to offer a reasonable cash compensation to the outside shareholders, to pay a guaranteed dividend to the remaining shareholders and to compensate any annual net loss (if applicable) of OSRAM.

 After settlement of the Offer or at a later time within the limits of the law, the Bidder could cause OSRAM to apply for delisting of the OSRAM Shares from the regulated market of the Frankfurt Stock Exchange with additional listing obligations (Prime Standard) and from the regulated market (regulierter Markt) of the Munich Stock Exchange after the conditions required for this have been met, or to apply or propose to suspend trading at the Berlin, Düsseldorf, Hamburg, Hanover and Stuttgart stock exchanges as well as Tradegate Exchange. In the former case, the OSRAM Shareholders would no longer profit from the increased reporting duties of the regulated market.

 If the Bidder holds at least 95% of the share capital of OSRAM following the settlement of the takeover offer, the OSRAM Shareholders who have not accepted the takeover offer by the end of the Acceptance Period or by the end of the Additional Acceptance Period are, in accordance with Section 39c WpÜG,

entitled to accept the takeover offer within a period of three months after the Acceptance Period (sell-out right).

IX. INTERESTS OF THE MEMBERS OF THE MANAGING BOARD AND THE SUPERVISORY BOARD

The Bidder and the persons acting jointly with it have not exerted any influence on OSRAM or its bodies in connection with the Offer and this Statement.

The members of the Managing Board and the Supervisory Board have not received or been promised any unjustified payments or other unjustified non-cash benefits from the Bidder or the persons acting jointly with it in connection with the Offer.

The Managing Board and the Supervisory Board acknowledge that the Bidder, in principle, considers it to be sensible that board members are directly or indirectly participating in the share capital of OSRAM in order to set medium- and long-term incentives for a sustainable increase of the enterprise value. They also acknowledge that the Bidder is considering implementing a management incentive programme after settlement of the Offer, still. They confirm the Bidder’s statement that negotiations have not yet taken place in this respect.

The Supervisory Board has convinced itself on a regular basis and at all stages of the Transaction, by asking the members of the Managing Board, that no special interests exist. The Supervisory Board has also obtained written confirmations from all members of the Managing Board that a potential bidder or its shareholders or partners have not made any financial or non-financial commitments or held out the prospect of such commitments to them.

X. INTENTION TO ACCEPT THE OFFER

Among the members of the Managing Board, Dr Olaf Berlien holds 31,750 OSRAM Shares. Dr Berlien intends to accept the Offer for all OSRAM Shares held by him.

The members of the Supervisory Board hold, in total, 5,099 OSRAM Shares. All members of the Supervisory Board who hold OSRAM Shares intend to accept the Offer for all OSRAM Shares held by them.

XI. FINAL ASSESSMENT

In accordance with their respective own examination performed independently of one another, the Managing Board and the Supervisory Board believe that the amount of the Offer Price is fair within the meaning of Section 31 para. 1 WpÜG. In their examination of the fairness of the Offer Price, they took into account, in particular, the Fairness Opinions prepared by the financial advisers Perella Weinberg Partners and Lazard. The Offer Price exceeds the statutory requirements and, in the view of the Managing Board and the Supervisory Board, appropriately reflects the value of the Company at the present time – i.e. also taking into account the current overall geopolitical and macro-economic situation. In addition, the Managing Board and the

Supervisory Board expressly welcome the intentions of the Bidder stated in the Offer Document concerning OSRAM’s future business operations. The Managing Board and the Supervisory Board therefore support the Bidder’s Offer, which they consider to be in the best interest of the Company. In this context, the Managing Board and the Supervisory Board, inter alia, took into account that a sufficient certainty of the transaction is ensured.

On this basis and taking into account the statements made above, the Managing Board and the Supervisory Board recommend that the OSRAM Shareholders accept the Offer.

Notwithstanding this, each OSRAM Shareholder is, in any event, responsible for making its own decision whether or not to accept the Offer, taking into account the overall circumstances, his personal situation and his own assessment of the possible future performance of the value and stock exchange price of the OSRAM Shares. Subject to applicable law, the Managing Board and the Supervisory Board accept no liability should an OSRAM Shareholder suffer any economic disadvantages as a result of accepting or not accepting the Offer.

The contents of this Joint Statement have been approved unanimously by the Managing Board and the Supervisory Board of the Company, respectively. Following a final prior discussion of relevant drafts, the contents of this Statement were finally discussed by both the Managing Board as well as the Supervisory Board, respectively, on 30 July 2019.

Munich, 30 July 2019

OSRAM Licht AG

Managing Board Supervisory Board

Annex 1 List of all subsidiaries of OSRAM Licht AG

Annex 2 Fairness Opinion of Perella Weinberg Partners UK LLP, London, dated 29 July 2019

Annex 3 Fairness Opinion of Lazard & Co. GmbH, Frankfurt am Main, dated 29 July 2019

ANNEX 1 – SUBSIDIARIES OF OSRAM LICHT AG

Persons acting jointly with OSRAM Licht AG within the meaning of Section 2 para. 5 WpÜG Valid as at: 30 July 2019

Name, Registered Office, Country ADB STAGELIGHT S.A.S.U., Saint-Quentin, France BAG electronics GmbH, Arnsberg, Germany BAG electronics, Inc., Binan, Laguna, Philippines Clay Paky S.p.A., Seriate, Italy Digital Lumens Inc., Wilmington, Delaware, USA Fluence Bioengineering B.V., Schiphol, Netherlands Fluence Bioengineering, Inc., Wilmington, Delaware, USA Fluxunit GmbH, Munich, Germany Heramo Immobilien GmbH & Co. KG, Grünwald, Germany LedEngin, Inc., San Jose, USA LUX365 Limited, Berkshire, United Kingdom OOO OSRAM, Moscow, Russian Federation OSRAM (Malaysia) Sdn. Bhd., Kuala Lumpur, Malaysia OSRAM (Thailand) Co., Ltd., Bangkok, Thailand OSRAM A/S, Taastrup, Denmark OSRAM AB, Stockholm, Sweden OSRAM AS, Lysaker, Norway OSRAM Asia Pacific Ltd., Causeway Bay, Hong Kong OSRAM Asia Pacific Management Company Ltd., Foshan, China OSRAM Benelux B.V., Capelle aan den Ijssel, Netherlands OSRAM Beteiligungen GmbH, Munich, Germany OSRAM Beteiligungsverwaltung GmbH, Grünwald, Germany OSRAM Ceská republika s.r.o., Bruntál, Czech Republic OSRAM Chile Ltda., Santiago de Chile, Chile OSRAM China Lighting Ltd., Foshan, China OSRAM Co., Ltd., Seoul, Korea OSRAM Comercio de Solucoes de Iluminacao Ltda., Barueri, Brazil

Name, Registered Office, Country OSRAM Continental (Shanghai) Intelligent Lighting Co., Ltd., Shanghai, China OSRAM Continental Austria GmbH, Vienna, Austria OSRAM Continental France SAS, Toulouse, France OSRAM CONTINENTAL GmbH, Munich, Germany OSRAM Continental Guadalajara Intelligent Lighting S de RL de CV, Tlajomulco de Zuniga, Jalisco, Mexico OSRAM CONTINENTAL INDIA Private Limited, Bangalore KA, India OSRAM Continental Italia S.r.l., Treviso, Italy OSRAM CONTINENTAL Kunshan Intelligent Lighting Co., Ltd., Kunshan, China OSRAM Continental Mexico Services S de RL de CV, Tlajomulco de Zuniga, Jalisco, Mexico OSRAM Continental Romania S.R.L., Iasi, Romania OSRAM CONTINENTAL USA Inc., Wilmington, Delaware, USA OSRAM d.o.o., Zagreb, Croatia OSRAM de Colombia Iluminaciones S.A.S., Bogotá, Colombia OSRAM de México S.A. de C.V., Naucalpan, Mexico OSRAM EOOD, Trud, Bulgaria OSRAM GmbH, Munich, Germany OSRAM Guangzhou Lighting Technology Limited, Guangzhou, China OSRAM Innovation Hub GmbH, Munich, Germany OSRAM Kunshan Display Optic Co., Ltd., Kunshan, China OSRAM Lighting (Pty) Ltd., Midrand, South Africa OSRAM Lighting AG, Winterthur, Switzerland OSRAM Lighting Middle East FZE, Dubai, United Arab Emirates OSRAM Lighting Private Limited, Gurgaon, India OSRAM Lighting Pte. Ltd., Singapore, Singapore OSRAM Lighting S.A.S.U., Molsheim, France OSRAM Lighting S.L., Madrid, Spain OSRAM Lighting Services GmbH, Wipperfürth, Germany OSRAM Ltd., Reading, Berkshire, United Kingdom OSRAM Ltd., Vancouver, Canada

Name, Registered Office, Country OSRAM Ltd., Yokohama, Japan OSRAM OLED GmbH, Regensburg, Germany OSRAM Opto Semiconductors (China) Co., Ltd., Wuxi New District, China OSRAM Opto Semiconductors (Japan) Ltd., Yokohama, Japan Osram Opto Semiconductors (Malaysia) Sdn Bhd, Penang, Malaysia OSRAM Opto Semiconductors (Taiwan) Ltd., Taipei, Taiwan OSRAM Opto Semiconductors Asia Ltd., Wanchai, Hong Kong OSRAM Opto Semiconductors GmbH, Regensburg, Germany OSRAM Opto Semiconductors Korea Ltd., Seoul, South Korea OSRAM Opto Semiconductors Trading (Wuxi) Co., Ltd., Wuxi, China OSRAM Opto Semiconductors, Inc., Wilmington, Delaware, USA OSRAM Oy, Vantaa, Finland OSRAM Pty. Ltd., Sydney, Australia OSRAM Romania S.R.L., Bucharest, Romania OSRAM S.A. de C.V., Naucalpan, Mexico OSRAM S.A., Buenos Aires, Argentina OSRAM S.p.A. - Società Riunite OSRAM Edison Clerici, Milan, Italy OSRAM Sales EOOD, Trud, Bulgaria OSRAM Servicios Administrativos, S.A. de C.V., Naucalpan, Mexico OSRAM Sp. z o.o., Warsaw, Poland OSRAM SYLVANIA INC., Wilmington, Delaware, USA OSRAM Taiwan Company Ltd., Taipei, Taiwan OSRAM Teknolojileri Ticaret Anonim Sirketi, Istanbul, Turkey OSRAM, a.s., Nové Zámky, Slovakia OSRAM, Lda, Carnaxide, Portugal P.T. OSRAM Indonesia, Jakarta, Indonesia RGI Light (Holdings) Limited, Leeds, United Kingdom RGI Light Limited, Leeds, United Kingdom Ring Automotive Limited, Leeds, United Kingdom Siteco Beleuchtungstechnik GmbH, Traunreut, Germany Siteco France S.A.S., Fontenay-sous-Bois, France

Name, Registered Office, Country Siteco GmbH, Traunreut, Germany Siteco Italy S.r.l., Milan, Italy Siteco Lighting Austria GmbH, Vienna, Austria Siteco Lighting GmbH, Traunreut, Germany Siteco Lighting Spain, S.L., Madrid, Spain Siteco Norway AS, Lysaker, Norway Siteco Österreich GmbH, Vienna, Austria Siteco Poland Sp. z o.o., Warsaw, Poland Siteco Switzerland AG, Winterthur, Switzerland Siteco UK Limited, Manchester, United Kingdom Sylvania Lighting Services Corp., Wilmington, Delaware, USA Traxon Supply USA Inc., Nyack, New York, USA Traxon Technologies Ltd., Shatin, Hong Kong TRILUX Lighting Inc., Binan, Laguna, Philippines Vixar, Inc., Wilmington, Delaware, USA Yekta Setareh Atllas Co. (P.J.S.), Tehran, Iran

ANNEX 2 – FAIRNESS OPINION

Perella Weinberg Partners

ANNEX 3 – FAIRNESS OPINION

Lazard