Votes to Date Overwhelmingly in Favor of Merger; Votes Still Needed to Reach Required Minimum Quorum

Two Leading Independent Proxy Advisory Firms Recommend “FOR” the Merger of Velodyne Lidar and Ouster, Recognizing the Strengths of the Combined Company

Velodyne Lidar Board of Directors Recommends Stockholders Vote “FOR” the Proposed Merger

Votes Need to be Cast by 11:59 PM (Eastern Time) on January 25, 2023 or In Person at the Special Meeting of Stockholders to be Held on January 26, 2023

SAN JOSE, Calif. — (BUSINESS WIRE) — January 24, 2023 — Velodyne Lidar, Inc. (Nasdaq: VLDR, VLDRW) is urging stockholders to cast their votes in favor of the proposed merger with Ouster. As of January 23, 2023, over 97% of those voting have voted to approve the proposal to effect the merger. At this time, Velodyne has not reached the minimum quorum. Voters must cast their votes promptly in order to be counted in the Special Meeting of Stockholders on January 26, 2023, at 9:00 a.m. Pacific Time.

"We are pleased that our shareholders have overwhelmingly voted in favor of the proposed merger so far," said Dr. Ted Tewksbury, CEO and member of Velodyne’s Board of Directors. Dr. Tewksbury will serve as Executive Chairman of the combined company upon the successful completion of the proposed merger. "The stockholders voting to date, including our management team and Board of Directors, recognize the transformative attributes and synergies of the transaction, which will best position the Company to generate long-term value for all stockholders."

Dr. Tewksbury continued, “Voting by each of our stockholders is very important and every vote counts – no matter the size of your position. As a condition for the merger to proceed, we need over 50% of our outstanding shares to be voted affirmatively “FOR” the merger before the Special Meeting of Stockholders is held on January 26, 2023. At present, we have not reached the votes required for the meeting quorum. We urge stockholders of record to vote today and we thank you in advance for your support.”

Information for Stockholders:

YOUR VOTE IS IMPORTANT: EVERY VOTE COUNTS—NO MATTER THE SIZE OF YOUR POSITION.

Velodyne Lidar has scheduled a Special Meeting of Stockholders (the "Special Meeting") to approve the proposed merger with Ouster, Inc. for Thursday, January 26, 2023 at 9:00 a.m. Pacific Time. All stockholders of record as of the close of business on December 5, 2022 are entitled to vote and attend the Special Meeting. The Special Meeting will be held at 5521 Hellyer Avenue, San Jose, CA 95138. Velodyne Lidar urges stockholders to please vote “FOR” the Company’s proposed merger with Ouster, Inc.

Voting Information and How to Vote:

• Voting can be done quickly and easily online at www.proxyvote.com. You will be asked to enter your “control number” as indicated on the proxy card mailed to each stockholder of record. If you are a beneficial stockholder and do not have your control number, please contact your broker; if you are a registered stockholder and do not have your control number, please contact the Company’s proxy solicitation firm Kingsdale Advisors by calling toll-free at 877-659-1821 or via email at contactus@kingsdaleadvisors.com.
• To vote by phone, please dial 1-800-690-6903 and have your control number ready, which is available on the proxy card mailed to each stockholder of record.
• To vote by mail, please mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

If you did not receive your proxy information, please contact Velodyne Lidar’s Investor Relations Department at investorrelations@velodyne.com for a replacement copy to be sent by mail or email. Votes must be cast by 11:59 PM Eastern Time on Wednesday, January 25, 2023.

If you need assistance voting your shares or obtaining your control number or have any other questions, please contact Kingsdale Advisors by calling toll free at 877-659-1821 or via email at contactus@kingsdaleadvisors.com.

Major Independent Proxy Advisory Firms Are In Favor of the Proposed Merger

In addition to the votes cast to date, two major independent proxy advisory firms – Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) – have also recommended in published reports that shareholders vote “FOR” the proposed merger with Ouster, Inc.

Highlights from the ISS Report:

• “A vote FOR this proposal is warranted…The [OUST] merger with VLDR is expected to generate $75 million in annual recurring cost synergies and appears to resolve pending litigation between the parties, the strategic rationale appears sound, and the equity form of the merger consideration provides an opportunity for VLDR shareholders to participate in the potential upside that may result from the combination. In light of these considerations, support for the merger is warranted, the merger with OUST is expected to generate cost synergies and appears to resolve pending litigation between the parties, the strategic rationale appears sound, and the equity form of the merger consideration provides an opportunity for VLDR shareholders to participate in the potential upside that may result from the combination.”
• “…[I]n the context of pending patent litigation, the proposed combination [of OUST and VLDR] appears to mitigate legal uncertainties and create a company with a greater intellectual property portfolio.”
• “A QualityScore comparison of key governance provisions indicates Velodyne Lidar, Inc. shareholders will experience no material changes in shareholder rights if the merger is approved.”

Highlights from the Glass Lewis Report:

• “We consider the proposed merger is a reasonable response to the prevailing [market] conditions, where capital is more scarce, business scale is more important and profitability becomes more crucial to a developing company's survival.”
• “We see that the combination of Velodyne and Ouster is expected to result in a stronger financial position, increased operational efficiencies and an accelerated path to profitability than either company would be expected to achieve on a standalone basis.”
• “The combined company's complementary and robust product offerings are expected to appeal to a more diverse set of end-markets and customers, thereby accelerating the adoption of lidar technology across various markets.”
• “The combined company expects to be better positioned to execute on a product roadmap, utilizing the combined management and engineering teams and intellectual property portfolio.”
• “From a strategic and financial perspective then, we recognize the synergistic nature of the combination and find the rationale underpinning the merger to be reasonable.”

Information on the proposed merger can be found in Velodyne’s definitive proxy statement filed with the Securities and Exchange Commission ( click here), which highlights the following benefits:

• Accelerated lidar adoption through leveraging complementary customer bases, industry partners and distribution channels as well as reduced production costs
• Ability to leverage the combined strengths of both companies, which is expected to result in a more robust product suite and expanded commercial reach
• A unified team for top-tier customer support and customer success
• Strengthened financial position, including operational synergies to drive a more efficient cost structure and annualized cost savings, thus extending the cash runway – collectively, these attributes are expected to provide an improved path to profitability

About Velodyne Lidar

Velodyne Lidar (Nasdaq: VLDR, VLDRW) ushered in a new era of autonomous technology with the invention of real-time surround view lidar sensors. Velodyne, a global leader in lidar, is known for its broad portfolio of breakthrough lidar technologies. Velodyne’s revolutionary sensor and software solutions provide flexibility, quality and performance to meet the needs of a wide range of industries, including robotics, industrial, intelligent infrastructure, autonomous vehicles and advanced driver assistance systems (ADAS). Through continuous innovation, Velodyne strives to transform lives and communities by advancing safer mobility for all.