Corporate Governance

CORPORATE GOVERNANCE ams AG (“ams”) is a stock corporation under Austrian law listed on the SIX Swiss Exchange in Switzerland and subject to the compulsory regulations of the SIX Swiss Exchange’s directive con- cerning information on corporate governance (“Swiss Corporate Governance Directive”). The Swiss Corporate Governance Directive is available at https://www.ser-ag.com/en/topics/corporate-reporting.html. This chapter also contains the Corporate Governance report information according to the stipulations of Austrian law as far as applicable to ams. In this context, ams points out that Austrian Corporate Law differs from the Swiss model in terms of the structure of its corporate bodies, their duties and their accountability. Hereinafter, the Austrian terms for the corporate bodies will be used. Corporations that are not constituted according to the Swiss Code of Obligations are required correspondingly to meet the regulations of the Swiss Corporate Governance Directive, which is formulated in close correspondence with the Swiss Code of Obligations. Consequently, there follows a brief description of the particular features of the Austrian organizational structure: – The Management Board is responsible for the management and representation of the company. It is not subject to instructions by the shareholders or the Supervisory Board, acting rather on its own responsibility and without instructions. Where the Swiss Corporate Governance Directive calls for information on the Executive Board, corresponding details on the Management Board are provided. Nevertheless, the function of the Management Board does not correspond exactly with that of the Executive Board under Swiss law. – The Supervisory Board is in charge of appointing and dismissing the Management Board and, in particular, supervising it in its management of the business. Furthermore, specific legal transactions also require the Supervisory Board’s approval. Where the Swiss Corporate Governance Directive calls for information on the Ad- ministrative Board corresponding details on the Supervisory Board are provided. Nevertheless, the function of the Supervisory Board does not correspond exactly with that of the Swiss Administrative Board. – The Annual General Meeting, functioning as the supreme means of decision-making body for a company, is responsible for appointing and dismissing the members of the Supervisory Board and the appointment of the auditor. Where the Swiss Corporate Governance Directive calls for information on the General Meeting corresponding details on the Annual General Meeting are provided. The Swiss and Austrian legal systems differ with regard to these two institutions. 1. Corporate Structure and Shareholders 1.1 Group Structure ams AG, with headquarters in Premstaetten, Austria, has been of- ficially listed on the main segment of the SIX Swiss Exchange since May 17, 2004 (securities number 24924656, ISIN AT0000A18XM4). On the reporting date, the company had a market capitalization of approximately CHF 5.0 billion. ams‘ business activity is divided into the business segments Consumer, Non-Consumer and OSRAM. The Segment “Consumer” is comprised of products and sensor solutions targeting the mobile, consumer and communications markets. The segment “Non-Consumer” is comprised of products 36 37 and sensor solutions targeting the industrial, automotive and medical The following list includes the listed active subsidiaries of the Group as 2.2 Authorized and Conditional Capital in particular convertible bonds. For the Conditional Capital 2017, subscription rights markets. In the segment “OSRAM”, ams reports the business of OSRAM of the reporting date: (The figures shown reflect the situation at the time of authorization, were excluded with the approval of the Supervisory Board. No shares Licht AG, which remained an independent majority-owned subsidiary unless stated otherwise.) have been issued from the Conditional Capital 2017. by ams since the completion of the public takeover offer by ams AG in Percentage July 2020 until the end of the reporting year and has been contractually Articles of Association of ams AG are available at https://ams.com/ The Management Board was authorized in June 2020 to conditionally Equity in of shares consolidated with ams since March 3, 2021 by virtue of the domination corporate-governance. increase the share capital until June 2025 pursuant to § 159 paragraph Company Head office EUR held* and profit and loss transfer agreement between ams Offer GmbH and 2 sub-par 1 Austrian Stock Corporation Act (AktG) in a manner that the OSRAM Licht AG. OSRAM is active in the light emitter market, in particu- OSRAM Licht AG Munich 1.343.481.913 71% Authorized Capital share capital is increased by up to EUR 27,428,928.00 by issuance of up lar in the area of automotive lighting and is additionally active in the In June 2018 the Management Board was authorized by the Annual to 27,428,928 no-par bearer shares with a nominal value of EUR 1.00 per areas visualization, sensors and light-based applications. *indirect General Meeting to increase until June 5, 2023 – if required in several share (no-par value shares) for the purpose of the issuance of financial tranches - the share capital by up to EUR 8,441,982.00 by issuing up instruments pursuant to § 174 Austrian Stock Corporation Act (AktG) The company management of the ams-Group is done by the Man- Additional information on all group entities is available the financial to 8,441,982 new shares with a nominal value of EUR 1.00 per share (Conditional Capital 2020). That represents 10% auf the existing share agement Board of ams with the involvement of a Management Team, section of this Annual Report (page 168). (no-par value shares) against cash and/or contribution in kind what capital as of December 31, 2020. In October 2020, the Management which includes managers responsible for managing the business areas represents 3% of the existing share capital as of the reporting date. In Board decided to place a convertible bond committing 27,428,928 new within the framework of the strategy defined by the Management 1.2 Significant Shareholders doing so, the Management Board can determine, in agreement with ordinary no-par bearer shares (no-par value shares) of the Condi- Board. The respective managers report directly to the Management Since January 1, 2016 ams is subject to article 120 of the Swiss Federal the Supervisory Board, the terms of issue and further details of the im- tional Capital 2020 as underlying for the possible conversion of the Board of ams. Further information on the business segments is provid- Act on Financial Market Infrastructures and Market Conduct in Securi- plementation of the capital increase (Authorized Capital 2018). For the convertible bond (EUR 2020). For Conditional Capital 2020, subscription ed in the Notes to the Consolidated Financial Statements under item 2 ties and Derivatives Trading (Financial Market Infrastructure Act, FMIA) Authorized Capital 2018, subscription rights may be excluded with the rights were excluded with the approval of the Supervisory Board. As of (page 110 of this report). including the Ordinance of the Swiss Financial Market Supervisory approval of the Supervisory Board. As of December 31, 2020, no shares December 31, 2020, 27,428,928 shares of the Conditional Capital 2020 Authority on Financial Market Infrastructures and Market Conduct in have been issued from the Authorized Capital 2018. have been committed for the above-mentioned convertible bonds, as The company has active unlisted direct subsidiaries; there are no listed Securities and Derivatives Trading (FMIO-FINMA). Pursuant thereto, no convertible bonds had been converted. subsidiaries. OSRAM Licht AG, with its registered office in Munich, ownership interests in companies with registered office outside of Conditional Capital represents a listed indirect subsidiary, as ams Offer GmbH, a fully Switzerland whose equity securities are mainly listed in whole or in part The Management Board was authorized in June 2015 to conditionally 2.3 Changes in Capital owned subsidiary of ams AG, owns 71% if OSRAM as of the report- in Switzerland must also be notified to the issuer company and to SIX increase the share capital until June 2020 pursuant to § 159 paragraph In total, the ams Group‘s shareholders‘ equity amounted to EUR 667.6 ing date. OSRAM Licht AG is listed on the XETRA market in Germany Swiss Exchange when the holder’s voting rights reach, increase above 2 sub-par 3 Austrian Stock Corporation Act (AktG) in a manner that million as of December 31. 2016, to EUR 828.6 million as of December (ISIN: DE000LED4000). Its market capitalization was approximately or fall below the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 33 the share capital is increased up to EUR 5,000,000 by issuance of up to 31, 2017, EUR 1,293.75 million as of December 31, 2018, EUR 1,689.67 EUR 4.9 billion as of the reporting date. 1/3%, 50% and 66 2/3% of voting rights (exercisable or not). 5,000,000 no-par bearer shares (no-par value shares) which represents million as of December 31, 2019 and EUR 3,027.15 million as of De- On the reporting date, the following ownership interests had been 2% of the existing share capital. The purpose of the Conditional Capital cember 31, 2020. The majority of the increase of the Group’s equity in The following table lists the company’s direct active subsidiaries: notified to ams: 2015 was to grant stock options to employees, officers and directors 2020 is based on the capital increase in connection with the takeover of of the Company and any company affiliated within the scope of the OSRAM Licht AG. Information about the changes in shareholders’ equity Temasek Holdings Private Limited 5.40% Performance Stock Unit Plan (PSP) over a period of 5 years (Conditional over the last two reporting years is provided in the section entitled Percentage ams AG (treasury shares) 4.97% Capital 2015).

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