AGM of OSRAM Licht AG

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1 1/8 AGM of Dr. Klaus Patzak CFO of International Congress Center Munich, February 16, 2016 Check against delivery

2 2/8 A very warm welcome from me as well. I am pleased to have the opportunity to report on our successful fiscal year 2015 from the CFO s perspective. The past year was another demonstration that the lighting industry is undergoing a rapid change and that Osram is able to maintain its leading position successfully. During this transformation process, it is important to keep an eye on the interests of all the parties involved. From a CFO s perspective, a particular focus is on you, the company s shareholders. Let me therefore make one thing clear right from the beginning: I am not satisfied with the performance of the share price. We know that you are also disappointed by the share price declines that we have seen since November. As already mentioned, it s true that our share price increased 18 percent in the calendar year 2015, thus gaining about as much as the MDAX. However, we are currently far below the high of about 54 that our shares reached in August 2015 even though our company s operating performance further improved. However, the Managing Board is taking the share price performance as a motivation. We will engage in intensive discussions with our investors about our future alignment. Not just at today s Annual General Meeting, but also in the coming weeks and months. the lighting market is expanding and therefore offers Osram excellent growth opportunities. A key factor is to focus on those subsegments that give Osram access to sustainable profitable growth and an attractive balance of opportunities and risks. We have created a sound financial foundation upon which to expand our competitive position. And we will do everything we can to convince our stakeholders through successful business performance.

3 3/8 With this in mind, I am pleased to present financials for fiscal 2015 that any CFO would find very pleasing: Revenue increased strongly, by 8.4 percent in nominal terms, reaching more than 5.5 billion. Adjusted for currency and portfolio effects, this is roughly the same level as the prior year. We were therefore able to offset the continuing decline in the traditional lamps and luminaires business with growth in LED components and LED products. The LED business accounted for 43 percent of total revenue in fiscal 2015, and in the first quarter of 2016, we already stand at 46 percent. This shows that Osram is making progress with the transformation of the company. The adjusted EBITA margin, i.e., operating earnings before special items, amounted to 10.2 percent, clearly above the prior-year level and the highest figure since the spin-off. After special items, net income was about 171 million. Although this means a year-on-year decline of around 22 million, the decline is solely attributable to special charges related to the transformation of Osram. The costs incurred amounted to 239 million in fiscal The main objective in this regard was to implement the necessary headcount adjustments in a socially responsible manner. We were successful in doing so thanks to a spirit of fair cooperation together with the employee representatives. For this, I would like to offer my sincerest thanks. Free cash flow amounted to 299 million in fiscal 2015, exceeding the previous year s strong performance despite increasing our investments, considerable cash outflows due to the transformation, and our first special pension plan funding contribution. High cash inflows from operating activities strengthen our solid financial position. As of September 30, 2015, net liquidity stood at 641 million. Even when pension liabilities are taken into account, the company is still debt-free.

4 4/8 And this good performance continued at the beginning of the new fiscal year: Osram recorded nominal growth of six percent in the first quarter. Excluding currency effects, revenue saw a slight increase of 0.4 percent. This means that we were again able to offset the declines in the traditional general lighting business. At 11.8 percent, operating profitability in the first quarter was above the already high level of the previous year, supported by a good development of the automotive industry in the U.S. and an improvement in China as well as high license income and cost discipline. Although the seasonal nature of the lighting business and rising investments will lead to a weakening profitability in second half of the year, we are starting the rest of the year with a good base. The positive financial performance also continued. We contributed a further 100 million of special funding to our pension plans. Despite that, net liquidity increased further. Osram has improved its liquidity position by around 1 billion since the spin-off. I think you'll agree that Osram has delivered a good fiscal year 2015 and a strong first quarter of We can act from a position of strength and be actively involved in shaping the change in the lighting industry. What, from the CFO s perspective, has driven our strong performance in recent fiscal years and in the first quarter? I want to mention three factors that have brought Osram forward in recent years and that will continue to be relevant in the future: Firstly, we have benefited from our strong position among automotive and industrial customers, while at the same time succeeding in keeping profitability in the traditional lamps business at a good level despite declining revenues.

5 5/8 Secondly, we have continued to pay attention to increasing our operating productivity and to exercise cost discipline. All our businesses have systematically implemented the Push program. This has again enabled us to compensate for price declines, changes in the product mix, and investments in new products by making productivity gains. Our Lean Headquarters program and the Global Shared Services initiative are also making an important contribution in this context. But it is above all our employees and senior managers who take decisions every day about using the company s money in a responsible manner. All of you deserve high praise. Thirdly and this aspect is of course also very important for a CFO we have made further improvements regarding our working capital management. By rigorously managing inventories and liabilities, we reduced our net working capital by six percent as of September 30, 2015, despite an increase in revenue. This is of great importance especially in businesses that are facing a structural decline, such as the traditional general lighting business. We will continue to pay attention to this in the future as working capital management is an important factor to strengthen the company s internal financing ability. Osram has demonstrated its strengths in fiscal Our operating results are solid. The LED share of revenue is increasing. And the product portfolio changes are making progress. The company s balance sheet is also very solid. The equity ratio was increased from 51 percent to more than 52 percent in the course of the fiscal year. At the end of the first quarter, we achieved another improvement to 55 percent. The company s capital stock was unchanged at million, divided in the same number of no-par value shares. We have not issued any new shares since the spin-off, i.e., we have not made use of the contingent or authorized capital.

6 6/8 We have also made progress with the necessary restructuring of our portfolio. In addition to the separation of the lamps business, which has yet to be finalized, the sale of our Felco stake is a particularly great success from a financial perspective and resulted in a gain of around 270 million. Our employees are benefiting from this development directly: in anticipation of the Felco proceeds, we made an initial special funding contribution of 58 million to the pension plans already in the fourth quarter of fiscal As a result, the funding status rose to 79 percent as of September 30, 2015, even though we continue to suffer from the low interest rate level like many other companies. At the beginning of the new fiscal year, the financial situation of the pension plans was further improved as we made another contribution of around 100 million. At the end of the first quarter, the funding status stood at an impressive 84 percent. Osram today occupies a top spot in Germany in terms of the funded status of its pension obligations. And we will invest about another 150 million in the further increase of the funding status in the coming quarters. By doing so, we are giving our pensioners and employees additional retirement security. And we are protecting Osram from special charges arising from this area. At the same time, these contributions do not diminish the company s overall financial strength. Our financial strength not only benefits our employees, but particularly you as Osram shareholders. Today, we are again proposing that you approve a dividend of 0.90 per share, translating into a pay-out of more than half of the company s net income. Osram is therefore shouldering the considerable charges from the transformation from its own resources. We also aim to distribute an at least stable dividend for the current fiscal year, despite a sharp increase in capital expenditure.

7 7/8 In the past fiscal year, we did not buy back any shares. Of the 102,145 treasury shares held at the beginning of fiscal 2015, 60,883 shares were used to serve the 2015 employee share purchase program and transaction bonus entitlements. As a result, the amount of treasury shares declined to 41,262 shares as of the end of the fiscal year. With this as a starting base and following the strong fiscal 2015 performance, we now want to return part of our good liquidity position to shareholders through a share buyback. In November, the Managing Board and the Supervisory resolved to invest up to 500 million in the share buyback. This buyback began in January and can reach a volume of up to 9.81 percent of the capital stock. In implementing this program, we have repurchased 720,860 shares to date, taking the amount of treasury shares held to 691,292 shares as of today. The difference can be explained with the fulfillment of the employee share purchase program last month. Since treasury shares do not carry dividend rights, this will also affect the proposal on the appropriation of profits, on which you will be asked to vote under agenda item 2. The updated proposed resolution for the dividend is therefore to use an amount of 93,598, out of the net retained profits for fiscal 2015 of 94,220,460 to distribute a dividend of 0.90 per dividend-bearing share and to carry forward the net retained profit attributable to treasury shares of 622, to new account. I hope you will approve the proposed resolution. Thanks to the authorization granted by the Annual General Meeting, we have a high level of flexibility regarding the use of the repurchased shares. The shares cannot only be canceled, but can also be used for further employee share purchase programs. They are also available for the financing of M&A activities, or they could be resold via the stock exchange should Osram need the money at some point in the future. By recommending a stable dividend and launching the share buy-back, the Managing Board and the Supervisory are therefore sending important messages: Osram is

8 8/8 financially strong and lets its shareholders benefit from its success. At the same time, we retain the capacity to invest for the future. Osram is a company with a great tradition. Some of you in this room are former colleagues. Almost all of you have known Osram and its products since childhood. Tradition is a great value, but it provides no guarantees for a prosperous future. This is why it is important that we have the open mindedness and strength to move forward. In the past five years, Osram s employees and managers have delivered proof that we can master the challenges of change in the lighting market together. And I therefore firmly believe that Osram will continue to be successful in the future. Successful especially in fields where we can apply our technological strengths, our proximity to our customers, and our commitment to quality to our best advantage. The foundations remain unchanged: our pursuit of innovation and our technology leadership ambition, customer orientation and a focus on specific user benefits, operational excellence in both - the Big Picture and the small details, cost discipline, and last but not least integrity and the courage to be honest, especially when addressing our own weaknesses. If we keep this in the forefront of our minds, Osram will have a prosperous future for the benefit of its customers, shareholders, and employees. Thank you very much.

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