OSRAM Licht : Amendment agreement re domination and profit and loss transfer agreement (incldung consolidated version of DPLTA) and Supplement of the Comfort Letter of ams AG (including consolidated version of Comfort letter)

Convenience translation of the German original

Amendment Agreement

to the

Domination and Profit and Loss Transfer Agreement

between

OSRAM Licht AG,

Marcel-Breuer-Str. 6, 80807 München,

registered in the commercial register (Handelsregister) at the Local Court

(Amtsgericht) Munich (HRB 199675)

("OSRAM")

and

ams Offer GmbH,

Marcel-Breuer-Str. 6, 80807 München,

registered in the commercial register (Handelsregister) at the Local Court

(Amtsgericht) Munich (HRB 252979)

("ams Offer")

Preamble

1. OSRAM and ams Offer entered into a domination and profit and loss transfer agreement on 22 September 2020. On 2 November 2020 the shareholders' meeting of ams Offer and on 3 November 2020 the general meeting of OSRAM shall decide on the approval of the dom- ination and profit and loss transfer agreement.
2. Following the entering into the domination and profit transfer agreement dated 22 Septem- ber 2020, the base interest rate on which the company valuation of OSRAM was based changed from 0.0% to -0.1%. Under consideration of the changed base interest rate of - 0.1% and the resulting change in the enterprise value of OSRAM, the value per OSRAM share for the cash compensation is now EUR 45.54 instead of EUR 44.65 and the value per OSRAM share for the annual cash compensation shall be EUR 2.23 net and EUR 2.56 gross instead of EUR 2.24 net and EUR 2.57 gross.
3. Against this background, and solely due to the change in the base interest rate after the entering into the domination and profit and loss transfer agreement dated 22 September 2020, the cash compensation offered to the shareholders of OSRAM pursuant to Section 5.1 of the domination and profit and loss transfer agreement dated 22 September 2020 shall be increased by EUR 0.89 from EUR 44.65 to EUR 45.54 per OSRAM share. The annual cash compensation, as well as the remainder of the domination and profit and loss transfer agreement dated 22 September 2020, shall remain unchanged.

This said, OSRAM and ams Offer agree what follows:

1 Amendment of Clause 5.1 of the domination and profit and loss transfer agree- ment dated 22 September 2020

1. In Clause 5.1 of the domination and profit and loss transfer agreement dated 22 Septem- ber 2020, the value "EUR 44.65" shall be replaced by the value "EUR 45.54". The amended Clause 5.1 of the domination and profit and loss transfer agreement dated 22 September
   2020 then reads as follows:
   "ams Offer undertakes upon demand of each outside shareholder of OSRAM to purchase such shareholder's OSRAM Shares in exchange for a cash compensation ("Compensation") (Abfindung) in the amount of EUR 45,54 for each OSRAM Share."
2. The remaining provisions of the domination and profit and loss transfer agreement dated 22 September 2020 shall remain unaffected.

2 Comfort Letter

On 2 November 2020 ams AG with registered office in Premstaetten, Austria, ("ams AG") has issued a supplement to the comfort letter dated 22 September 2020, in which ams AG undertakes without limitation and irrevocably, that the comfort letter shall also apply with regard to the domination and profit and loss transfer agreement dated 22 September 2020 as amended by this Amendment Agreement.

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1. Consolidated Versions
   A consolidated version of the domination and profit and loss transfer agreement dated 22 September 2020 including the amendment pursuant to Clause 1.1 of this Amendment Agreement together with a consolidated version of the comfort letter dated 22 Septem- ber 2020 including the supplement dated 2 November 2020 described in Clause 2 is at- tached to this Amendment Agreement as an Annex.
2. Miscellaneous

1. For the effectiveness of this Amendment Agreement, the provisions under Clause 6 of the consolidated domination and profit and loss transfer agreement dated 22 September 2020 attached hereto as an Annex shall apply accordingly.
2. To the extent a provision of this Amendment Agreement is or becomes invalid or impractica- ble in full or in part, or if this Amendment Agreement does not contain a necessary provision, the validity of the remaining provisions of this Amendment Agreement shall not be affected. In place of the invalid or impracticable provision, or in order to remedy an omission in this Amendment Agreement, an appropriate provision shall apply which corresponds as far as legally permissible to what the parties of this Amendment Agreement intended or would have intended in accordance with the intent and purpose of this Amendment Agreement if they had been aware of the provision.

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________________, ___________________

(place, date)

OSRAM Licht AG

Dr Olaf Berlien	Kathrin Dahnke
Chairman of the management board, CEO	Member of the management board, CFO

________________, ___________________

(place, date)

ams Offer GmbH

Name:Name:

Convenience translation of the German original

Consolidated version of the Domination and Profit and

Loss Transfer Agreement including the amendments of the

Amendment Agreement dated 2 November 2020

between

OSRAM Licht AG,

Marcel-Breuer-Str. 6, 80807 Munich,

registered in the commercial register (Handelsregister) at the Local Court

(Amtsgericht) Munich (HRB 199675)

("OSRAM")

and

ams Offer GmbH,

Marcel-Breuer-Str. 6, 80807 Munich,

registered in the commercial register (Handelsregister) at the Local Court

(Amtsgericht) Munich (HRB 252979)

("ams Offer")

1 Management Control

1. OSRAM submits the management control (Leitung) of its company to ams Offer. ams Offer is accordingly entitled to issue instructions (Weisungen) to the management board of OSRAM with regard to the management control of the company.
2. The management board of OSRAM is required to comply with the instructions of ams Offer. ams Offer is not entitled to issue the instruction to the management board of OSRAM to amend, maintain or terminate this Agreement.
3. Any instructions require text form (Textform) or, if the instructions are issued orally, they shall be confirmed in text form without undue delay.

2 Transfer of Profit

1. OSRAM undertakes to transfer its entire annual profit (Gewinnabführung) to ams Offer. Sub- ject to establishing or dissolving reserves in accordance with Clause 2.2 of this Agreement below, the maximum amount permissible under section 301 German Stock Corporations Act (Aktiengesetz - "AktG"), as amended from time to time, shall be transferred.
2. OSRAM may, with the written consent of ams Offer, allocate parts of its annual profit to other profit reserves if and to the extent permissible under commercial law and as economically justified by reasonable commercial judgement. Upon the written request of ams Offer, OSRAM shall dissolve other profit reserves established during the course of this Agreement and use the proceeds to compensate for any annual loss or transfer the proceeds as profit. Other reserves or profits carried forward from the period prior to the effectiveness of this Agreement may neither be transferred as profit nor be used to compensate for any annual loss.
3. The obligation to transfer the annual profit applies for the first time to the entire fiscal year of OSRAM in which this Agreement becomes effective according to Clause 6.2 of this Agree- ment. The obligation according to sentence 1 becomes due upon the end of the fiscal year of OSRAM and shall bear interest from this point on at an interest rate of 5% p.a.

3 Assumption of Losses

1. ams Offer is obliged towards OSRAM to assume any losses (Verlustübernahme) according to the provisions of section 302 AktG in its entirety as amended from time to time.
2. The obligation to assume any losses applies for the first time to the entire fiscal year of OSRAM in which this Agreement becomes effective according to Clause 6.2 of this Agree- ment. Clause 2.3 sentence 2 applies accordingly to the obligation to assume any losses.

4 Recurring Compensation Payment

1. ams Offer undertakes to pay to the outside shareholders of OSRAM a recurring annual cash compensation ("Recurring Compensation Payment") (Ausgleichszahlung) from and in- cluding the fiscal year of OSRAM in relation to which the claim of ams Offer for the transfer of the annual profit under Clause 2 takes effect, and for the further duration of this Agree- ment.
2. The Recurring Compensation Payment amounts for each full fiscal year of OSRAM for each no-par value registered ordinary voting shares (Aktien ohne Nennbetrag) in OSRAM,

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representing a mathematical portion of EUR 1.00 in the share capital (each "OSRAM Share" and all "OSRAM Shares") to a gross sum (Bruttobetrag) of EUR 2.57 minus the amount of any corporate income tax and the solidarity surcharge in accordance with the respective tax rate applicable for these taxes for the relevant fiscal year, whereby this deduction is to be calculated only on the basis of the pro rata gross sum of EUR 2.08 per OSRAM Share resulting from profits which are subject to German corporate income tax. Based on the situation at the time of conclusion of this Agreement, the pro rata gross sum of EUR 2.08 for each OSRAM share, which relates to profits made by OSRAM being subject to the German corporate income tax, is subject to a deduction of 15% corporate income tax plus 5.5% solidarity surcharge, that is EUR 0.33. Together with the remaining pro rata gross sum of EUR 0.49 for each OSRAM Share, relating to profits not being subject to the German corporate income tax, the Recurring Compensation Payment amounts to EUR 2.24 for each OSRAM Share for each full fiscal year, based on the situation at the time of conclusion of this Agreement. For the avoidance of doubt, it is agreed that any withholding tax (such as capital gains tax plus solidarity surcharge thereon) shall be withheld from the Recurring Compensation Payment to the extent required by statutory law. The Recurring Compensation Payment is due on the first banking day following the ordinary general shareholders' meeting of OSRAM for any respective preceding fiscal year but in any event within eight months following expiration of the relevant fiscal year.

1. The Recurring Compensation Payment is granted for the first time for the full fiscal year of OSRAM for which the claim of ams Offer to transfer of profit under Clause 2 becomes effec- tive. If this Agreement ends during a fiscal year of OSRAM or if OSRAM establishes an abbreviated fiscal year (Rumpfgeschäftsjahr) while the obligation according to Clause 2 is existing, the Recurring Compensation Payment is reduced pro rata temporis.
2. If the share capital of OSRAM is increased from the reserves in exchange for the issuance of new shares, the Recurring Compensation Payment for each OSRAM Share is reduced to such an extent that the total amount of the Recurring Compensation Payment remains un- changed. If the share capital of OSRAM is increased by cash contributions and/or contribu- tions in kind, the rights under this Clause 4 also apply for the shares subscribed to by outside shareholders in such capital increase. The beginning of each entitlement of the new shares pursuant to this Clause 4 corresponds to the dividend entitlement set by OSRAM when is- suing the new shares.
3. If an appraisal proceeding (Spruchverfahren) according to the German Act on Appraisal Pro- ceedings (Spruchverfahrensgesetz) is initiated and the court adjudicates a legally binding higher Recurring Compensation Payment, the outside shareholders, even if they have al- ready been compensated according to Clause 5, are entitled to demand a corresponding additional payment to the Recurring Compensation Payment. Likewise all other outside shareholders will be treated in the same way if ams Offer undertakes to pay a higher Recur- ring Compensation Payment to an outside shareholder of OSRAM in a court settlement (gerichtlicher Vergleich) for the purpose of avoiding or settling judicial appraisal proceedings (Spruchverfahren).

5 Compensation

5.1 ams Offer undertakes upon demand of each outside shareholder of OSRAM to purchase such shareholder's OSRAM Shares in exchange for a cash compensation ("Compensa- tion") (Abfindung) in the amount of EUR 45,54 for each OSRAM Share.

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1. The obligation of ams Offer to purchase OSRAM Shares is for a limited period of time. The time limitation period ends two months after the date on which the registration of this Agree- ment in the commercial register at the registered seat of OSRAM has been announced pur- suant to section 10 of the German Commercial Code (Handelsgesetzbuch - HGB). An ex- tension of the time limitation period pursuant to section 305 para. 4 sentence 3 AktG as a result of a motion for determining the Recurring Compensation Payment or Compensation by the court determined according to section 2 of the German Act on Appraisal Proceedings remains unaffected. In this case, the time limitation period ends two months after the date on which the decision on the last motion ruled on has been announced in the Federal Ga- zette (Bundesanzeiger).
2. If the share capital of OSRAM is increased using corporate funds in exchange for the issu- ance of new shares prior to the expiration of the time limitation period set forth in Clause 5.2, the Compensation for each share is reduced to such an extent that the total amount of the Compensation remains unchanged. If the share capital of OSRAM is increased prior to the expiration of the time limitation period set forth in Clause 5.2 by means of cash contributions and/or contributions in kind, the rights under this Clause 5 also apply for the shares sub- scribed to by the outside shareholders in such capital increase.
3. The transfer of the OSRAM Shares for Compensation is free of costs for the outside share- holders of OSRAM.
4. If an appraisal proceeding (Spruchverfahren) pursuant to the German Act on Appraisal Pro- ceedings is initiated and the court adjudicates a legally binding higher compensation, the outside shareholders, even if they have already been compensated, are entitled to demand a corresponding additional payment to the Compensation. Likewise all other outside share- holders will be treated in the same way if ams Offer undertakes in a court settlement (gericht- licher Vergleich) to pay a higher compensation to an outside shareholder of OSRAM for the purpose of avoiding or settling judicial appraisal proceedings (Spruchverfahren).

6 Effectiveness and Term of this Agreement

1. This Agreement requires for its effectiveness each the consent of the general shareholders' meeting of OSRAM as well as the consent of the shareholders' meeting of ams Offer.
2. This Agreement becomes effective upon registration of its existence in the commercial reg- ister at the registered seat of OSRAM, however, at the earliest, upon the beginning of the financial year of OSRAM beginning on 1 October 2020.
3. This Agreement is concluded for an indefinite period of time. It can be terminated in writing with a notice period of six month to the end of the fiscal year of OSRAM. This Agreement can be terminated for the first time as of the end of the fiscal year that ends at least five years (Zeitjahre) (60 months) after the beginning of the fiscal year of OSRAM, in which this Agreement has become effective according to Clause 6.2 of this Agreement.
4. Each party can terminate this Agreement for good cause (wichtiger Grund) without compli- ance with any notice period. Good cause exists in particular if good cause for purposes of German tax law for the termination of this Agreement exists including those pursuant to R 14.5 (6) Corporation Tax Guidelines (Körperschaftsteuer-Richtlinien- KStR) (or a corre- sponding successor provision).
5. Any notice of termination must be in writing.

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1. Comfort Letter
   ams AG with seat in Premstätten, Austria, ("ams AG") holds 100% of the shares in ams Offer and in this capacity as direct shareholder, has without joining the Agreement as a party pro- vided the comfort letter attached for information purposes to this Agreement as an Annex. In this comfort letter ams AG undertakes without limitation and irrevocably to ensure, that ams Offer will be financially equipped in a way that ams Offer is at all times able to fulfil all its obligations arising from or in connection with this Agreement completely when they be- come due. This applies in particular to the obligation to compensate losses pursuant to sec- tion 302 AktG. ams AG undertakes towards the outside shareholders of OSRAM irrevocably and in principle without limitation that ams Offer fulfils all its obligations towards them arising from or in connection with this Agreement completely when they become due, in particular with respect to the Recurring Compensation Payment and the Compensation. To that extent the outside shareholders of OSRAM have an own claim according to section 328 para. 1 German Civil Code (Bürgerliches Gesetzbuch - BGB) directed at payment to ams Offer. This claim and the corresponding liability of ams AG towards the outside shareholders however only apply if ams Offer does not fulfil its obligations towards the outside shareholders of OSRAM arising from or in connection with this Agreement completely when they become due and ams AG does not comply with its obligation to equip ams Offer.
2. Miscellaneous
   To the extent a provision of this Agreement is or becomes invalid or impracticable in full or in part, or if this Agreement does not contain a necessary provision, the validity of the re- maining provisions of this Agreement shall not be affected. In place of the invalid or imprac- ticable provision, or in order to remedy an omission in this Agreement, an appropriate provi- sion shall apply which corresponds as far as legally permissible to what the parties of this Agreement intended or would have intended in accordance with the intent and purpose of this Agreement if they had been aware of the provision.

OSRAM Licht AG

ams Offer GmbH

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- Non-binding convenience translation of the German original -	ams AG	T [phone]
	Tobelbader Strasse 30	[e-mail]
	8141 Premstaetten	www.ams.com
	Austria

OSRAM Licht AG

Marcel-Breuer-Str. 6

80807 Munich

Germany

Premstaetten, 2 November 2020

Consolidated Comfort Letter (Patronatserklärung) including the amendments of the Supplement to the Comfort Letter (Patronatserklärung) dated 2 November 2020

ams Offer GmbH, Marcel-Breuer-Str. 6, 80807 Munich, Germany, registered in the commercial register (Handelsregister) at the Local Court (Amtsgericht) Munich under company number HRB 252979 ("ams Offer"), entered into a domination and profit and loss transfer agreement (Be- herrschungs- und Gewinnabführungsvertrag) with OSRAM Licht AG, Marcel-Breuer-Str. 6, 80807 Munich, Germany, registered in the commercial register at the Local Court Munich under company number HRB 199675 ("OSRAM"), with OSRAM as the controlled and profit transferring company and intends to amend this domination and profit and loss transfer agreement (Beherrschungs- und Gewinnabführungsvertrag) together with OSRAM due to the reduction of the base interest rate used for the determination of the cash compensation and annual cash compensation to the extent that the cash compensation in clause 5.1 of the Agreement will be increased by EUR 0.89 from EUR

44.65 to EUR 45.54 per OSRAM share (the so amended domination and profit and loss transfer agreement (Beherrschungs- und Gewinnabführungsvertrag) "Agreement"). ams AG, a stock corpo- ration incorporated and operating under the laws of Austria, with registered office in Premstätten ("ams AG"), directly holds 100% of the shares in ams Offer. ams AG hereby makes the following declarations without joining the Agreement as a party:

1. ams AG undertakes without limitation and irrevocably to ensure, that ams Offer will be finan- cially equipped in such a way that ams Offer is at all times able to fulfil all its liabilities arising from or in connection with the Agreement completely when they become due. This applies in particular to the obligation to compensate losses pursuant to section 302 German Stock Corporations Act (Aktiengesetz - AktG).
2. ams AG undertakes without limitation and irrevocably vis-à-vis the outside shareholders of OSRAM that ams Offer fulfils all its obligations towards them arising from or in connection with the Agreement completely when they become due, in particular with respect to the re- curring compensation payment (Ausgleichszahlung) and the cash compensation (Ab- findung). To that extent the outside shareholders of OSRAM have an own claim according to section 328 para. 1 German Civil Code (Bürgerliches Gesetzbuch - BGB) directed at pay- ment to ams Offer. ams AG's liability pursuant to the two preceding sentences does, how- ever, only apply if ams Offer does not fulfil its obligations towards the outside shareholders of OSRAM arising from or in connection with the Agreement completely when they become

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1. due and ams AG does not comply with its obligation to equip ams Offer pursuant to Section 1 of this Comfort Letter.
2. This Comfort Letter is subject to the law of the Federal Republic of Germany. Exclusive place of jurisdiction for all disputes arising between the parties from or in connection with this Comfort Letter is Munich, Germany, to the extent permitted by law.

ams AG

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