Q3 2023 Financial Performance and Strategic Highlights
Disclaimer
Part 1
IMPORTANT: The following applies to this document, which has been prepared by ams-OSRAM AG (the "Company" and together with its subsidiaries, the "Group") and comprises (i) the slides for a presentation on the Company's third quarter results for 2023, which include certain
information in connection with proposed offerings of its no-par value shares and senior notes, (ii) the oral and, (iii) if any, video presentation (collectively, the "Information"), each of which should be considered together and not taken out of context.
The Information is in summary form, is solely for your information and must not be relied upon for any purpose. It does not purport to contain all information required to evaluate the Company or the Group and/or its financial position. Certain financial information in this document in
respect of the Company is unaudited. Certain financial data included in the Information consists of non-IFRS financial measures. These non-IFRS financial measures may not be comparable to similarly titled measures presented by other companies, nor should they be construed as
an alternative to other financial measures determined in accordance with IFRS. You are cautioned not to place undue reliance on any non-IFRS financial measures and ratios included herein. Certain financial information (including percentages) has been rounded according to
established commercial standards. The Information is intended to provide a general overview of the Group's business and does not purport to deal with all aspects and details regarding the Company and the Group. The Information does not constitute a recommendation regarding
any investment in, or loans or securities of, the Company or any other member of the Group. Further, it should not be treated as giving investment, legal, accounting, regulatory, taxation or other advice and recipients should each make their own evaluation of the Company and of
the relevance and adequacy of the information contained herein.
These materials are not for distribution or release, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or any other jurisdiction in which such distribution or
release would be unlawful. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan, or any other jurisdiction in which such offer or solicitation may be unlawful. Any failure to
comply with these restrictions may constitute a violation of United States, Canadian, Australian, Japanese or other applicable securities laws. The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the
"Securities Act").
The securities may not be offered or sold in the United States, absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of the securities in the United States.
This document is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") but an advertisement for the purposes of the Prospectus Regulation and the UK Prospectus Regulation, and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities of ams-OSRAM AG. Investors should not subscribe for any
securities referred to in this document except on the basis of the information contained in any prospectus or offering circular relating to the securities, the former of which may be published by the Company in final form on its website. Any such prospectus or offering circular would
include a description of risk factors in relation to an investment in the Group. You should conduct your own independent analysis of all relevant data provided in any prospectus or offering circular and you are advised to obtain independent expert advice as to the legal, tax,
accounting, financial, credit and other related aspects before making any investment decision.
The Information is only addressed to and directed at persons in member states of the European Economic Area (each a "Relevant State") who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). In the case of the United
Kingdom, the Information is only addressed to and directed at and is only being distributed to "qualified investors" within the meaning of the UK Prospectus Regulation who are (i) "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth companies, and other persons to whom it may otherwise lawfully be communicated falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons"). The Information must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any Relevant State, by persons who are not Qualified Investors. Any investment or
investment activity to which the Information relates is available only to or will be engaged in only with, (i) Relevant Persons in the United Kingdom, and (ii) Qualified Investors in any Relevant State.
This publication is not a prospectus according to articles 35 et seqq. of the Swiss Financial Services Act ("FinSA") and as such does not constitute an offer to sell nor a solicitation to buy securities of ams-OSRAM AG or any other company. This publication is made for information
purposes only and shall not constitute investment advice. Any offer regarding any publicly offered securities of ams-OSRAM AG in Switzerland will be solely made by means of, and on the basis of, a prospectus (including any supplements thereto, if any) that is deemed approved in
Switzerland without additional approval procedure in accordance with the FinSA, which will be made available free of charge from ams-OSRAM AG or UBS AG during regular business hours, or on the ams-OSRAM AG website prior to the public offering. An investment decision
regarding any publicly offered securities of ams-OSRAM AG should only be made on the basis of the prospectus published for such purpose.
This publication constitutes neither an offer to sell nor a solicitation to buy securities. Any offer regarding any publicly offered securities of ams-OSRAM AG in Austria will be made solely by means of, and on the basis of, a securities prospectus (including any supplements thereto, if
any) to be approved by the Austrian Financial Market Authority (FMA) and to be published in accordance with the Prospectus Regulation on the website of the Company. An investment decision regarding any publicly offered securities of ams-OSRAM AG should only be made on
the basis of a securities prospectus or an offering memorandum, as the case may be. Any orders relating to securities of ams-OSRAM AG received prior to the commencement of a public offering will be rejected. If a public offering is to be made in Austria, a securities prospectus
will be published promptly upon approval by ams-OSRAM AG in accordance with the Prospectus Regulation and will be available free of charge from ams-OSRAM AG during usual business hours, or on the ams-OSRAM AG website.
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