Good afternoon, ladies and gentlemen. We're just checking if the live stream is also on. Yep. Great. We're good to go. Welcome to ASM International NV's Annual General Meeting 2026, and I'm very pleased to see you all again. Quite some familiar faces from throughout the years, so thank you for coming. As usual, I will start this meeting in English, and I will switch to Dutch at some point. For the persons following the meeting through the webcast, there will be a simultaneous translation in English.
A large part of this AGM will therefore, be in Dutch, except for my brief recap of 2025, the contributions of Hichem M'Saad, our CEO; Paul Verhagen, our CFO; Didier Lamouche, Vice Chair of the Supervisory Board and Chair of the Nomination, Selection, and Remuneration Committee, we call this the NSR; Tania Micki, Chair of our Audit Committee; and of our auditor, Mark-Jan Moolenaar of EY Accountants BV. They will generally also reply to your questions in English. Hichem M'Saad will report on the year 2025 highlights. Paul will report on the financial numbers, and Didier will discuss the remuneration report. Finally, Tania Micki will elaborate on the appointment of the auditor. Of course, the auditor himself will discuss the audit.
Unfortunately, this will be the last final AGM of Stefanie Kahle-Galonske , our colleague, who will be retiring as a supervisory board member after nine years with us on the board. We recently celebrated her farewell with the Supervisory Board and the full Management Board, but I would like to take this opportunity to once again extend a few words of appreciation. Stefanie, you're sitting behind me.
Other side.
You're sitting behind me. It's not easy to talk to somebody in the back, but here we go. Stefanie, your contributions throughout the years have been invaluable. We've truly appreciated having you on the board. You've been a great friend, but also you've been a wonderful colleague and a superb Chair of the Audit Committee until Tania took over from you last year. You've been instrumental in the selection of and the transition to our new auditor, EY. Your contributions are much further-reaching than that. You have a wonderful view on people and on process. Your wisdom generally will be much missed. We wish you all the success in your future endeavors. We will miss you very much.
We recently also said goodbye, as you will have read in the press, to Martin van den Brink, unfortunately, one of our Supervisory Board members and the chair, former chair of our Technology Committee. On behalf of the Supervisory Board, I would like to thank also Martin for his many valuable contributions to our meetings and also to the successful establishment of the Technology Committee. The Technology Committee chair has meantime been filled by our colleague, Adalio Sanchez, who is also at the table behind us. I will now switch to Dutch, and I would like to welcome you all again. Next to me at the table we have Hichem M'Saad, CEO, and next to him is Paul Verhagen, CFO. Together, as you know, they are the Board of Management or directors, if you will.
Sitting next to me, we have Esther Koens-Bromet, Company Secretary once more because also, Esther is parting, and we will miss her dearly as of next year. Next to her is Didier Lamouche, Vice Chair of the Supervisory Board and Chair of the Nomination, Selection, and Remuneration Committee, NSR. We have Tania Micki behind us, Chair of the Audit Committee, Stefanie Kahle-Galonske, Marc de Jong, and Adalio Sanchez, all members of the Supervisory Board at ASM. You know me. I am Pauline van der Meer Mohr, Chair of the Supervisory Board. As you can see, all members of the Executive Board are present today and all members of the Executive Board as well, obviously. Also, we have Ms. Ingrid van Woudenberg, a candidate civil law notary at Loyens & Loeff. Here. Oh, she stepped out.
Mr. Michel van Agt, civil law notary at Loyens & Loeff as well. Michel and Ingrid will take care of the minutes of the meeting. In addition, our accountant from last year, Mr. Mark-Jan Moolenaar of EY, is here, and he will soon explain on how EY conducted its audit. You know that 2025 was the first year for us and for EY as auditor for this company. Before we start, as you know, I will start with some announcements. This general meeting is a physical meeting. In addition, there is a live webcast of the entire meeting available in English and Dutch for those shareholders who are connected through the company's website. You have been able to register for that, and I'm very happy to see that we also have many present physically here in this room.
All shareholders have had the opportunity to cast a proxy vote. We strive, as you know, for an efficient and orderly meeting and a good dialogue with you as shareholders. To this end, we ask you to refrain from video or sound recordings. It is not permitted. That's the rule we have. May I also remind you to switch off the sound of your mobile phone. I don't know whether this was a planned thing or coincidence, but just like in any concert or during any concert, it is invasive if it goes off. Please switch off sound. Regarding questions
Related to the agenda. As indicated in the convocation, registered shareholders have been able to submit questions until 2:00 P.M. last Monday, May 4th, through the email address, agm@asm.com. I can inform you that this option has not been used, submitting questions in advance. Also, people present in the room can ask questions at the times that will be indicated during the meeting. Two staff members will walk around with a microphone, and if you have a question, you can raise your hand and someone will come to you with a microphone. We will group some agenda items so that you can ask questions per block of the relevant agenda items. If you ask for the floor, please, I ask you to state your name first and who you represent, if applicable.
I would also ask you not to ask more than one question in one round. If there's sufficient time, I will give the opportunity for a second and possibly third round of questions. I will first group those questions so that my colleagues can think about the answers and then, I will distribute the questions to those who will have the best position to answer. You can ask your questions both in Dutch and English. That's up to you, and the answer will also be either in Dutch or English. People who appreciate receiving translation have already received headphones at the entrance so they can hear translation from English into Dutch and vice versa during the meeting.
Questions and answers that are asked during the meeting will be included in the minutes of this meeting, and the minutes will be posted as a draft on ASM's website within three months, and shareholders then have three months to respond. I see that you all know this information. I know this is the same every year. You are right. Nevertheless, we have to get through this. I'd also like to inform you about the voting. You are able to vote by proxy. If you have done so, you have already given your voting instructions to Mr. Michel van Agt, our notary, and Mr. Van Agt will ensure that the voting instructions are carried out. For U.S. proxies issued by the New York Registry shareholders, the voting instruction will also be lawfully implemented.
Another possibility for voters to cast their vote is digitally in this meeting if they are present and registered for the meeting. You have received your login details at the registration desk. Voting can be done via the device you received, or via your mobile phone. The vote on all items or resolutions on the agenda will remain open throughout the entire meeting till the last voting item has been taken care of, and I will then inform you of that. You can choose during the entire meeting when you vote and on which agenda item. You can even cast all your votes now if you want, or wait for the relevant agenda item to be discussed or wait until just before the voting closes. It is over after that. A vote cast can still be changed until the voting is closed.
Suppose you were to leave the room at any time and do not return or that the general meeting is shortened and you do not change your votes, the votes already cast are deemed to have been cast as you have chosen. If you do not fill in anything, your vote will not count. If at any time you have problems casting your vote, I ask you to raise your hand, and you will receive assistance. You must return the voting device after the meeting. Towards the end of the meeting, I will inform you that the vote will close shortly afterwards, and after closing, I will show you the results of all the resolutions. The results of the points to be voted on will also be posted on the company's website within 15 days.
All documents for the meeting were posted on the company's website on the 27th of March. The notice issued on the same day also stated that the full agenda and explanatory notes, the 2025 annual report, including remuneration report, the remuneration policy of the executive board, the remuneration policy of the supervisory board, and all other appendices were available for inspection at the company's offices and on the website of ABN AMRO Bank N.V. in Amsterdam. The U.S. proxy card, attendance card, and U.S. notice have also been placed and sent. For the sake of completeness, I would like to mention that the registration date was April 13th, 2026. On this basis, I conclude that the shareholders have been correctly convened according to the articles of association and therefore the legal provisions, and therefore the general meeting is authorized to take legally valid resolutions.
The total number of issued shares on the record date, the 13th of April, 2026, amounted to 49,328,548. There were, at that date, 42,305 shares in treasury on that date, so 48,086,243 shares could be voted on. If I'm not mistaken, the notary will now give me the list, attendance list, that will show that we have 24 shareholders present here, and prior to the meeting, 5,476 shareholders gave a voting instruction.
In total, we have 5,500 shareholders of 36,590,644 shares can cast their vote in this meeting, being 74.85% of the issued share capital. Continuing with the agenda then. Item two concerns a discussion item. Voting is not possible. The board of management will report on the activities in and the results of the financial year 2025, and also provide an explanation of the ESG policy and the application of the Corporate Governance Code. Before it does so, as chair of the supervisory board, I would also like to say something about the past financial year, and I will do that in English because Hichem's presentation is also in English, and I will first say something about him.
In 2024, after two years in the Management Board as Chief Technology Officer, Hichem M'Saad became our CEO. His first two years as CEO have been very, very successful. Hichem lives and breathes ASM. From his dedication to building a successful leadership team, to its technology, to its culture. Under Hichem's leadership, ASM has continued to grow and thrive. Later during this meeting, we will nominate Hichem with great pleasure for reappointment for another four years. 2025 was a defining year for ASM, a year in which we once again achieved double-digit growth in revenue despite mixed industry conditions and ongoing geopolitical complexity. ASM spares and services business delivered strong growth, supported by deep technical expertise and close collaboration with customers worldwide, while we continue to pursue our objective to maintain and expand ASM's ALD and epitaxy market share.
Above all, it was a year shaped by the rapid acceleration of artificial intelligence, AI, now the most powerful driver of semiconductor demand. ASM also invested in the acquisition of Axus and its chemical mechanical polishing, CMP technology, all of which Hichem will take you through in more detail in a one moment's time. It was also a year of significant investments in ASM global footprint, as Hichem will further discuss. Moreover, ASM continued to prioritize investment in our employees and our company culture. In order to continue to innovate, grow and excel, it is key that we attract and retain talented ASMers. Last year, the Supervisory Board had the privilege of visiting some of ASM's locations around the world and meet with and hear directly from many staff at ASM.
Always insightful, it gives us a true look at ASM's culture and people in action, and it was really truly impressive. Reflecting on another successful year, on behalf of the Supervisory Board, I would like to extend our deep appreciation to the full Management Board, the Executive Committee and all ASM colleagues for their unwavering dedication and contributions, not only to ASM, but actually to shaping the future. Now, I would like to hand over the floor to Hichem M'Saad, the Chair of the Management Board and our CEO. Hichem.
Thank you. Good afternoon, everyone, and welcome to our AGM meeting. It's really very nice, very good to be here and to see many familiar face that I've seen the past few years. As always, We would like to really thank you for your attendance and also for your support of ASM. Today, We have achieved in 2025 and how we look, we see the future. In the future, these are the forward-looking statement that we have. I'm gonna let you, all of you, read them all very quickly and let's proceed. The talk that I have today is actually divided into two areas. First, I'm going to talk about why the world needs ASM right now.
Second, I'm going to go over the highlights we have in 2025. Last, I'm gonna talk about our journey to 2030. The second part of the presentation will be done by our CFO, Mr. Verhagen, who will talk about a couple of things: financial and sustainability highlights for ASM in 2025. How was 2025? Right now, we actually, we're in the midst of a semiconductor hypercycle driven by AI. We, ASM, as a company, we're in the midst of it, and we are driving this AI revolution with many innovative product solution in ALD and EPI and all our other products. What does it mean, a hypercycle? When you hear a hypercycle, it means very significant growth for a longer period of time. What do we call this significant growth?
I call it COVID 2.0. In COVID 1.0, in 2021 and 2022, we've seen a significant increase in the market for semiconductor. Right now, we see the same, but it's happening at a much higher scale. Every part of the semiconductor industry is actually growing: logic, memory, in memory, V-NAND, DRAM, high bandwidth DRAM. Even power semiconductor is also growing because of the data centers. Super high growth that's happening right now. In the hypercycle, this cycle is also extend for longer periods of time. I've been going to customer the past few weeks and the past few months, and all of our customer are super excited about their business, to the point that actually they share with us their equipment roadmaps for the next couple of years. I have never seen something like this before.
Supercycle, it's great, and we are in the midst of it, and I feel very confident about the future of ASM for the next few years. In 2025, we have delivered the ninth year in a row of double-digit growth. As you've seen in our investor meetings and analyst call the past month, 2026 would be the 10th year of double-digit growth for ASM. We are very excited about our growth in 2025 because not only we achieved the growth, but very profitable growth with over 30% of operating margin. We have expanded our share in ALD. We have gained also share in epitaxy from 2 nanometer to 1.4 nanometer technology node. We have even more ALD layers.
We have even more epitaxy layers, and we're really excited about how things are going. Also, we're working with our memory customer because in memory, they're using more and more what we call the logic core, so they're using more and more performance. When you hear performance, you hear more ALD and more epitaxy. With the transition from 6F² to 4F², there are many more ALD and epi layers, and we're working with all those customers, all the memory customers in ALD and epi, and we expect significant improvement in our business, ALD and epi business in the next few years. We also, in 2025, we invested a lot in R&D. Our R&D budget right now is over EUR 500 million.
Also in 2025, we have talked about our roadmap in R&D for the future and our strategy for the future. We've talked about it during our investor meeting in September in London, whereby that we said that we think that advanced packaging is another growth area for ASM. Based on that, we have made some acquisition in Axus Technology, which I'm going to talk about, and that's really geared mainly for advanced packaging. Also in 2025, we have moved into a new facility, so we have expanded our R&D footprint. In many years before, we actually have expanded our manufacturing footprint, and now we have enough manufacturing capacity for the next few years. What's important for us is really having more and more R&D facility and footprint. We started with Dongtan in Korea with a new facility.
We are actually expanding on our Scottsdale facility in Arizona. Most importantly, we actually made a decision to invest right here in Almere with a new headquarters that will house a state-of-the-art R&D center and clean room. AI is driving significant compute. The need for compute is very important for AI. This compute comes at the expense of higher power usage and efficiency. This graph on the right side, showing the need of more and more power. As an example, we need about 100 nuclear power plants of 1 gigawatt each for generative AI data center by 2030. That means we need 100 gigawatt of new power, electricity power.
You can get it with nuclear power, or you can also get it with fossil power or with renewable like solar energy or wind energy. What's important that there is lots of power that's needed. It behooves us as a company that we need to get this performance and efficiency, they need to go one together. You cannot just have, you know, performance and with low efficiency. They have to go together. The way to achieve this, it's really through innovation in material, in new materials, in new materials that drive semiconductor devices. That's where ASM is. That's what plays on our strengths. Our strength is actually in new materials. We call ourselves a material discovery company. We have done this for so many years in our ALD.
The way we have grown these past 20 years is through innovation in new material, we have used ALD as the technology of choice to achieve these new materials. What we have done differently the past couple of years is that we extended our material discovery to other areas beside ALD, to CVD and surface treatment, and so on. These are the products that we have achieved with this, to really that's driving the AI revolution. Of course, ALD remains our number one product. Epi is actually growing. It's the second growth product.
Also we have PECVD, which is actually showing significant growth for us by developing new processes using new precursor. Also surface modification is a technology that we have shipped, that we have developed, and we have shipped many of these tools in production. Last but not least, we also have done a new process development in surface products. These are products that are really geared to make sure that our tools work very well, and they stay and with very high uptime. Also, this view graph shows that we're not only developing, like, just one product or one material. We're actually providing customers with solution. The way we're providing customers with solution is to solve integration problem.
The best way to solve some of the integration problem for a company like us, which is an ALD leader, is through area selective deposition. By selectively depositing ALD, we actually are able to improve a lot the process flow. This platform here shows such capability, whereby we have a couple, you can see here, a couple of ALD reactors. You see we have also surface treatment reactors, and also have inhibition reactor. This really shows you that the ability of us to solve customer problems, not only solve a material problem, but also providing the customer with a solution. This kind of platform that you see right now are actually in high volume manufacturing in gate-all-around technology node. 2025 was also the year when ASM entered the metal deposition market.
In ALD, we have worked in ALD for many years, and the markets that we cater to in ALD the past years is metal oxide market. That's the hafnium oxide, the aluminum oxide that we have. We also have the metal nitride market, which is the TiN nitride, tungsten nitride market. Also we have dielectric market, and in our PLD solution using oxides, silicon oxide and silicon nitride. We were not in the metal deposition market. 2025 was the entry of ASM into new market, which metal deposition, and our entry in this market came with molybdenum. We call it molybdenum ALD. In molybdenum ALD, we actually were able to come into this market with many innovation. Innovation in new precursor and innovation in process.
As you can see here, you can have processes with multi-grain size, very small grain size or big grain size. The bigger the grain size will allow you for lower resistivity. Also you can see in lower part of the graph that we can achieve very good conformality of our molybdenum process at low temperature and high temperature, and also for small and very high aspect ratio. You can see that this is an area of growth for us. We actually are in production at the 2 nanometer node, and actually we gained even more layers when the transition will happen for the 1.4 nanometer node. The other thing we have done in 2025 is we have bought a company called Axus Technology.
This is the entry of ASM into CMP. What is CMP? CMP is chemical mechanical polishing, or you can call it chemical mechanical planarization. What does planarization means? It means you make the surface very flat. When you deposit material, the anything that you deposit is not very flat. It has, like, hills and so on. Why do you need to make it flat? You need to make it flat in advanced packaging, because in advanced packaging, you are actually bonding things together. You can have like die-to-wafer bonding. You can have wafer-to-wafer or to die-to-die bonding. In order to get very good bonding, both surfaces have to be very flat, and that is what CMP provides you. Flatness is very important. What does it mean?
It means that this market in advanced packaging is a very large market, very big market. In order for us to, when we choose what to do in M&A, number one thing, is the market big? This is going to be significant, big market as I talk to you right now. The second thing, criteria that we use, can we provide any value for this market? Yes, we can, because CMP is about interfaces, about surface, and we are an interface and surface technology company. Why? Because ALD is so very thin film that for the many years, in order for us to deposit these thin films, we have to engineer surfaces, and we need to engineer interfaces. We can use the same knowhow, the same basic knowledge that we have, our core competency, to apply it into CMP.
The third thing when we try to acquire a company is whether this company has a unique technology, we think that this company has a very unique CMP technology, and we're very excited to have acquired this company. We already see lots of engagement with actually our customer for our solutions. The other thing that we have done differently in 2025 is actually we have used a new concept in the surface products, whereby we use the robotics and we use automation. Why we are doing this? We're doing this to provide better product-productivity of our tools to our customer. Here, I'm showing you example of EPI PM-bot. PM means preventive maintenance. Bot, that's a robot, okay, that really improves the precision of the tool.
Before, when you try to put the process kit in the EPI reactor, you need to have two people. Now you can only have one person and a robot. With the robotics, we actually allows us to increase the wafer placement accuracy to a micron range. Before, with a human eye, you can only achieve a millimeter accuracy in your process kit. Now, with robot and the optics that it have, we actually can place the process kit at ±1 micron. What does it mean? It means wafer to wafer and chamber to chamber accuracy is very, very good. That's why we actually have increased our first time right to greater than 98% from what we had before, which is 60%. Very significant improvement. We also see improvement in the green to green by over 20%.
That means the tools are up more and more, and they are available to the customer. Right now, believe me, with what's happening in the industry, any wafer out is so important for customer because the demand is just unbelievable. The other thing that we talk about here is AI and ML. We are a company that actually enabling AI. Here also, I'm gonna show you that also we are a company that's using AI, and we're using AI in our products, and it's not really nice to have AI in our products. It's a must-have. You must use AI. You must use ML, which is machine learning, to make your products better. Why? Right now, the devices' architecture is becoming much more complex.
If you look into logic with a gate-all-around structure, it's amazing that you need to deposit some films at 360 degree angle. That complexity in logic is very important. If you look into memory is moving more and more into 3-D devices. With 3-D, you have very high aspect ratio. The device architecture is becoming more complex, which means that processes have to become much more precise, which means that the hardware needs to be very precise and also needs to be intelligent. We need to put intelligence in our products, in our hardware, and we can use this intelligence both in our R&D acceleration to accelerate the R&D. Most importantly, we need to use it in HVM, in high volume manufacturing, in preventive AI, in predictive AI, in prescriptive AI.
What does preventive AI mean? It means, how can you reduce the variability from wafer to wafer, from reactor to reactor? Predictive AI, it's really a means to detect early if there's any hardware that will fail. Before it fails, you will know that it's going to fail because once the hardware fails on a wafer, that wafer right now, some of the wafers actually are even worth over EUR 100,000. We don't want to get into that point. We need to make sure that we can find the failure before it fails. We need to detect the failure before it fails, that's predictive AI. Last but not least, is what we have prescriptive AI. This prescriptive AI means how can we use AI to troubleshoot a problem much faster.
Next slide shows you an example of prescriptive AI. Working with customers. On the y-axis, you see anomaly score, and the x-axis, you see the run number. Here we have run about 90 wafers, and on the left axis, for each wafer, we put an anomaly score. In our semiconductor terminology, for us, anomaly is variability. For the AI folks, they call it anomaly. What's important, you can see that, you know, the anomalies are one next to each other, and it's actually for the customer to set what's the maximum anomaly score they can accept. That's based on each anomaly score based on device or chip performance. You can see there's some outliers of that in that graph.
It's possible just with a click of the mouse to click on each data point, and you know what causes those anomaly. As you can see there, we can press, and you see like five different anomalies. We call them five different sensors that give rise to this anomaly. This sensor can be temperature, can be pressure, can be RF power, can be MFC flow on things like this. It's very fast to know what the problem is. By using AI, we can identify You know, when you try to solve something, the most important thing is to finding what's the root cause. AI allows us to know what the root cause for the problem much, much faster. It really allows us to do it fast instead of doing DOE and, you know, and statistical process control.
We just press, you know exactly what the problem is. It's very enabling, it actually allows the tool to get up and running much, much faster. Let's now talk after talking to you why the world needs ASM, I wanna talk to you about the highlights we have in 2025. 2025 was another great year for us. Nine year in a row of the double-digit growth. We have developed many new products in ALD, in EPI, in PECVD, in surface, in surface preparation, and also in surface products. We're also very excited that we're not only hitting on just one cylinder with ALD, we're actually hitting on five cylinders right now.
We have made so many new improvement in many parts of our business, in our many parts of our products, and also PECVD is becoming a new growth area for us as a company. In 2025, we actually have invested a lot, EUR 512 million in R&D, and our spending in R&D is gonna continue. As we growing into our, as our top line growth, percent R&D stays the same, but EUR R&D is going up, and that's really very good. In 2025, we also have expanded in our Dongtan area in Korea.
We also were actually getting close to finishing the Arizona extension for R&D, we're actually going to get the first tools, the first equipment, R&D tools are going there in Q3 of this year, the people will move into the building in Q1 2027. Very exciting for us. Also what's exciting for us, and for me personally, is really our investment we are going to have here in Almere, where we're going to have our new headquarters, and most importantly, we're going to have a state-of-the-art clean room to develop the next material and for next semiconductor application. ASM is not only about technology, it's about our people.
In 2025, I actually spent the most miles ever in my life going from one customer site to the other, but also went from many, to many of our ASM sites throughout the world. Here you can see in the middle people dancing. That's really celebration of New Year in Taiwan, because our TSMC account team is one of the best for the company, and TSMC is a very big customer for us. It behooves us as the Executive Committee and Management Board to go and celebrate a big, very successful year for our company. Also, you can see there are many volunteers in Ireland and also in Oregon helping the local community.
What really gives me strong pride is what we have done in Phoenix, Arizona with a science museum, whereby ASM, for the first time, we actually have a three-month exhibition, which called, like, From Sand to Stars, where we introduce the new generation, the young people, the young minds, to how cool semiconductor is. We just showed them how we make semiconductor. We showed them some of the equipment that we have for. It's actually a program that's set all of it by ASM. Believe me, we need these people, these young people minds to be in semiconductor right now, because the biggest issue that's holding bigger growth in semiconductor is people, people.
Also in 2025, we have many STEM women celebration in Korea. Also we have celebrated our big bank in S/4HANA. As you can see there in the middle, Paul Verhagen and the team in Singapore, and we are very excited because that would allow us to improve much better our operation efficiency. Great year in 2025. ASM is about diversity, and you can see we have 17 nationality in 15 people, and these people are breathe, and ASM, these are what I call them, the pioneers and people that really driving what's in semiconductor fabrication. Thank you all our people. Also our success depends on our customer and the trust that we get from our customer.
Here we show you many supplier awards that we got from our leading customer, like Samsung, SK Hynix, you can name it. Really, when I see that customers, when you go to meet with customers, really customers depend on us to deliver. We see lots of trust and lots of need for us to execute and to really to make them successful. That really gives me a satisfaction and also shows, okay, how important ASM is to the success of this customer. Because right now, all the high-end devices that's driving the AI revolution are actually using ASM technology.
No logic chips in the world can run without ASM ALD and ASM epitaxy, and that's really very important, and that really shows the strength of our company have, and actually give me great pride and great confidence in the future of our company. Now let's look into the future and where we're gonna go into the future. For the next few years, we actually wanna have six axis of growth. Of course, our number one axis of growth is ALD. ALD is becoming so ubiquitous. It's being used much more in logic, also being used much more in memory. It's our bread and butter. That's where we are building our strength, and that's where we continuing to increase our market share in ALD, both in logic and memory devices.
We also continue to grow in epitaxy because there's many more epi layer in both logic and memory. Our third growth area is actually in advanced packaging. As we have talked that we going to grow in advanced packaging, both organically through our PECVD offering, our ALD offering, our surface preparation offering, and many new offering that you guys gonna hear about in the next few months, years. Also we're growing in advanced packaging through the acquisition of Axus Technology, and that's the first step of our M&A strategy for advanced packaging. We also are actually growing in the area of surface products. Surface products are becoming a new product area for ASM. It used to be like spares and surfaces. It's not spares and surfaces anymore.
It's products that PM-bot that you saw right now-Believe me, customer are dying to get that PM-bot, okay? Big customer, they're dying to get it, and we're shipping right now to customer. With the supply chain where it is right now, it's a headache for me because very big people at our customers giving me a call to get this PM-bot because of the value that it provides. We're doing the same thing for ALD bot too. There's gonna be many new service products. The other thing that we are doing is really to concentrate on sustainability in all our, in our business, but also sustainability in our products. In our products, we have two area of sustainability.
We have to reduce the chemical usage, also, most importantly, we have to reduce the energy usage in our products. Last, we are growing our top line growth with very high profitability. We have to grow, we are growing. Our top line is growing with many new products, we need to make sure that that growth is profitable to the company, that's why we have a very strong program in improving our operation. Actually, you guys, you have seen that our profitability right now, we can achieve greater than 30%, that needs to continue. We have a very strong program in digitization that we're applying in using AI and also in our business processes.
Right now, in very soon, I'm gonna be able to look into our CRM instead of waiting five days or seven days to know what's our outlook is. I can have it in the same second, and it's actually I saw a demo last week about it, and it's gonna be released very, very soon, and it's gonna make me very happy, and also it's gonna make Paul extremely happy. That's really what we need, efficiency in our operation. We're working on it. We're doing it. We're using AI, and it's making our life much better, making the people's, the employee life much better, but also making us much more efficient. To conclude my talk, I would like to pay tribute to our employees that make ASM successful.
This video here will show how that the ASM life is for our employees. I call them the dreamers, I call them the pioneers, and call them the ASMers. Thank you very much.
Listen up, all you scientists, chemists, technologists, analysts, engineers, and physicists. If you want a seat at the periodic table, this is it. Welcome to ASM, where the technology and materials we develop have the potential to change our future. The people you work with, a close-knit group of slightly mad scientists and thinkers, each wielding their own brand of transformation. All of us chase the same goal: to shape the future and stay ahead of what's next, atomic layer by atomic layer. If you dream big, but think small, if you see patterns where others see chaos, if you believe chemistry and creativity are one and the same, and your work can change the world, you might just have what it takes to become a master of atomic layering. ASM, ahead of what's next.
Thank you very much.
Thank you, Hichem. Very inspiring as always. From here, I think we move straight into the CFO presentation. Paul, floor is yours.
Thank you. Yeah, thank you, Hichem. Welcome, everybody. I'm gonna share some financial highlights with you today. 2020 and also to comment on how things have developed. First, a few highlights. Actually, there's a page full of records in terms of revenue, in terms of gross margin percentage, in terms of cash flow. EUR 434 is lower than the number you see below the EUR 434, but if you adjust for M&A, we're north of EUR 600 million. We had a very strong cash flow generation in 2025, which obviously is not unimportant. We have proposed a EUR 150 million share buyback for our shareholders, and also in this AGM, we will propose for approval EUR 3.25 dividend. This is a breakdown of our revenue.
First, you see the bulk is in logic foundry/other on the left-hand side of the page. The bulk of the, let's say, 84% is logic foundry. We do not disclose at this moment in time logic foundry and PowerWave Analog and silicon carbide, we will start doing that from the second quarter of this year onwards. We communicated that with our Q1 earnings release. Memory is still relatively small, 16%, one of our strategic objectives is to grow memory, noting that there will be many more ALD and epi layers in memory, as Hichem already alluded to. The revenue by region.
The bulk is in Asia, where we have some large customers, big one in Taiwan, and a few big ones in Korea, but also in Singapore and Japan, we have some big customers. U.S., of course, there's a number of customers and likely to grow given all the investments that are happening there, and Europe is relatively small. So also, hopefully, in the future, we see some more growth happening in Europe. We have a pretty high customer concentration, so 53%. 53% is the top five, but if you take the top 10, it's more than 70% and then a long tail with smaller customers. This is the development of the last years.
You see from 2020 onwards up to 2025, basically almost a consistent growth in profitability, in terms of margin, but also of course, in terms of absolute numbers, but also a significant increase in revenue, close to EUR 3.2 billion in 2025. We put a lot of work in, let's say, further improving, actually our margin and driving a number of efficiencies, and one important one is of course the whole digital foundation that we put in place. On the right-hand side, you see there's a photo made on July 4. I will never forget that day. This was the go live of S/4HANA global Big Bang and PLM, our new product lifecycle management system, so two global big bangs in one go.
It was not without risk, I can tell you. Our supervisor was quite nervous. We were nervous as well. It was well tested, but no issues. There's no customer that has even noticed that we actually went live, which is great. We could continue to receive material and produce our products, so overall it went very well. More important, this is the foundation to build new further improvements on, in particular AI related. Will very much support the productivity growth in the future. Another thing that is being done by our engineers is new platform development, which is key also from an operational point of view.
We will have new, more, let's say, standardized platforms, more modular platforms, which will also from an operational point of view, operations planning, supply chain planning, inventory planning point of view, become much more efficient. That's actually a very good development. This will be implemented step by step. Unfortunately, we cannot immediately switch all products to a new, to a new platform. Our customers would not allow that. Step by step, year after year, we will see further improvements in this field. Also, more innovation in our manufacturing model. I think we talked about it before, merge-in-transit. We basically skip one step in the supply chain process, again, creating efficiency, but also creating more capacity in our existing site.
In our existing site, we can do even more now because a number of things that we used to do in our existing site, in particular in Singapore, we will now do at a customer's premise. All these initiatives, as a minimum will deliver 200 to 300 basis points margin in the future periods. Consistent cash returns to shareholders. You see basically a consistent increase in dividends. I mentioned already EUR 3.25 this year. In the last 10 years, we returned approximately EUR 2.5 billion back to shareholders, hopefully we can continue this increasing trend. Based on everything you've just heard, it's pretty likely that that will happen. Also good returns to shareholders.
Of course, we do not, let's say, manage the share price. We manage the underlying results. That's what we can do. So far, the results are moving, I believe, in the right, in the right direction. Our capital allocation policy, very important. Our number one priority by far is investing in growth, both organic and inorganic, mainly R&D. R&D is a lifeline. It's actually very good to see improved profitability while continuing significant growth in R&D. We grew R&D by more than 10% in absolute terms last year, so significant investment, which we love to do. I would almost say the higher the R&D, the better, because that will again drive future growth. CapEx, you saw Hichem M'Saad's slides. We're literally expanding across the globe, which is great.
We did, actually our third acquisition with Axus Technology now in the last five years. Also M&A, we are actually actively pursuing to see where we can add value creating inorganic growth to our portfolio. Maintain a strong balance sheet will remain a priority. We're debt-free. We have EUR 800 million, around EUR 800 million, let's say, is our target cash balance, which we have and more than that. Want to continue sustainable dividend payments, and of course, excess cash will be returned to shareholders mainly through share buybacks. Q1 results, they have been announced. You've seen them. We had a strong Q1. EUR 863 million of revenue, good margin, good profitability.
Maybe even more important, also the outlook for Q2 is even stronger, EUR 980 million ±5%. Big chunk, of course, will come from logic foundry there, but also growth in memory and also growth in PowerWave Analog. Basically, we're firing on all cylinders now, which is quite good. The part of the market that is not yet recovering is silicon carbide, mainly for EV, and also industrial and automotive for PowerWave Analog is also still slow. All the other are actually seeing significant growth. Also for H2 compared to H1, we expect a stronger second half than a first half. Going to sustainability. Very important, not only for our planet, but also sustainability, let's say, makes good business sense.
I mean, reducing precursor consumption, reducing power, so thermal efficiency, that's also very interesting for our customers. By now, we started this journey a few years ago. I can say it's fully embedded in how we work in our R&D organization, in our IP organization. We have separate targets for IP filing on sustainability. In our supply chain organization, in how we work with our suppliers. Here you see some of the results. 44% reduction in Scope 1 and 2, which is great. Also had a very good safety score, which is the most important score, I would say, because we want to have our people go home safe in the evening, obviously. Last but not least, 87% disclosures now for our critical and strategic suppliers.
First step is creating transparency, because once we have transparency, we know where the big fish tickets are with our suppliers, and then based on that, we can start helping them to get also on this roadmap to further improve their footprint. We have a climate transition plan. Also here you see some examples of the results. Our climate transition plan is fully aligned with the, let's say, ambitious target of 1.5% warming limitation agreed in Paris. We have now two years in a row, 100% renewable electricity.
47% Scope 3 intensity reduction, so this is not an absolute amount, but expressed, let's say, our footprint in the number of euros margin we make. That's improving. At least while we're growing, we're growing our footprint significantly less, which is important. Also with our CKM program, Complete Kit Management program, we have avoided, you see the number, 3,235 metrics of ton CO2, which is again, great from a sustainability point of view, also great for our customers because this is a very economic and value-creating solution, win-win for them, also for us. Last but not least, the biggest part of our footprint is Scope 3. Almost 70%, I believe 68% of our total footprint is Scope 3.
It's our products that are being operated in our customer fabs, that is actually the biggest headache, but gets a lot of attention. Actually already we have good achievements, I would say. We have been able in 2025 to manage 10% reduction in precursor consumption, which is great. 3% reduction in thermal energy intensity, but also are replacing where possible, let's say, chemicals with high global warming potential to chemicals with lower global warming potential. Again, this is all the result of some very smart engineers that we have working. The result of a lot of development activities that we do and great to see that that actually results in improved sustainability. That's it.
Maybe a more formal point, because we made a small change in Corporate Governance. One, we are fully compliant with the Corporate Governance Code, and there where we have some marginal deviations, it's explained why. More important this year is the introduction of the VOR, the Verklaring Omtrent Risicobeheersing. We have included that. We have also included now a statement on compliance and operational risk in our, let's say, risk statement. You can see that in chapter 25 of the annual report. It's also there. We are fully compliant with the new regulations that have been put in place. With that, I go back to Pauline. Thank you.
Thanks a lot. Thank you, Paul. [Non-Enlish content] . Thank you, Paul. I would like to give you, the people in the room, the opportunity to ask questions about agenda items 2A and 2B, so the report on the financial year 2025 and the Corporate Governance Code structure and the compliance with the Dutch Corporate Governance Code. Please remember, if you have a question, raise your hand, limit your question to just one per round, and state your name. I see two people who've raised their hands. Thank you.
My name is Nina Zaadn oordijk. I'm here on behalf of the Dutch Association of Investors for Sustainable Development, VBDO. First of all, our appreciation for the continued dialogue with ASM. We would like to raise three questions today on the three topics that we've selected. Those are pollution, living wage, and the CSRD. In the interest of time, I will list all of our questions directly as follows. First of all, pollution. Could you explain how pollution was assessed in the DMA and how the board sees the relationship between non-material topics and the additional sustainability information disclosed? The second one is living wage.
With respect to own workforce, we would like to compliment ASM for its transparent reporting that 99.98% received a living wage. Progress regarding the payment of a living wage in the value chain often depends on collaboration with suppliers and industry initiatives. How is ASM thinking about its own role in the next steps, particularly if collective initiatives take longer than expected to deliver results? The third topic is the CSRD. As part of ASM's double materiality assessment, stakeholder input was collected. Could the board share more on what ASM has learned from its stakeholders and whether any of that input has led to any changes in priorities or focus areas? Can you confirm if ASM will expand its stakeholders engagement efforts in the future, especially on silent stakeholders, such as nature and future generations? Thank you.
[Non-English content]. Thank you very much. I did mean one question, and you actually asked three, so I'm going to first see what other people have to ask. Again, pollution assessment, living wage, and CSRD. Let me see who else has a question to ask. Go ahead.
Good afternoon. I am here on behalf of the VB, I happen to also have three questions. Of course, I can ask them, you know, one by one if you prefer in rounds, I didn't see too many other hands, fine. We'll see what you have. I will ask them in Dutch.
My first question is about actually market share, because you refer to that in your press releases. Last year you said, "Look, we need to retain market share in the ALD market." Somewhere you also speak about gaining market share, especially with the 1.4 nanometers. I'm just curious, how has the market share developed in ALD? For example, if you compare them with the big American companies. That's my first question. Second question is about winning the first design win in epi. This is DRAM. A significant, you know, win, I think, for you. Also you talk about significant engagements with other clients, expecting that there will also be another one, a second client added.
I would like to know, you know, what else you have to tell us about this, and what could possibly go wrong. The third question is about Axus Technology. It's a great step in advanced packaging, so yay. It's relatively, you know, small takeover with EUR 81 million. What would you need to make a much bigger step? What, you know, to really make this an even bigger spearhead for the company?
Thank you very much. I will get to you in a moment, sir. Let me first have these two questions answered first. I mean, these two sets of three, and then there will be enough time for other people. Let's start with the pollution assessment, VBDO's question. Can you address this, Paul?
It was on pollution. I tried to keep up in writing. Indeed it was not assessed as part of a DMA as a material topic. That doesn't mean that we don't manage it. Also important but non-material topics are still being managed, and actually we have put a lot of measures in place to reduce pollution or to mitigate the pollution. Not being material does not mean not being managed. I think that's a very important point. Why? Because something that is non-material today might become material in the future, if it's still important given the growth of the company, but also mainly because of regulatory changes that could happen.
There's a number of topics that we still, let's say, carefully managed whilst they are not material as per our DMA assessment. The other one was on the living wage. Yeah, we indeed, as a company, I think we have confirmed that we are paying a living wage, which is good. At the same time, we work through, yeah, RBA, the Responsible Business Alliance, with our suppliers to actually develop standards, develop actionable guidance. We are a member of the RBA Living Wage Task Force. We participate in that. You asked, what are you doing if through RBA or any other, let's say, engagement, no progress is booked? I mean, in any case, we will have direct negotiations with our suppliers. It's a topic of discussion.
At the same time, we have no intention to set targets for our suppliers because we have a shared supply base. It would be very strange if we set targets while also other, of course, customers use that supply base. We will continue the engagement. It's an important topic, but no, at least no direct targets. At least that's not our intention. Then on the DMA, I think the question was if something changed because we've done it now, I think, for the third year in a row. Actually, no. It's consistent. The feedback that we get through stakeholder dialogue, through desktop research, peer research, industry research. We do a lot of things. It might sharpen a number of things. Of course, we learn as well going through the journeys.
Every year, I think it will get a little bit better. So far, no changes. That doesn't mean, as I mentioned already, that there will be no change in the future. There could be changes. Topics that were non-material today can become material tomorrow. As I said, that's an important point. On, on I think you mentioned silent stakeholders, nature and younger people, I think you mentioned. I'm not sure. We do not specifically engage with that group. I think indirectly we do because we have science-based targets. I just confirmed that we, that our, let's say, climate transition plan is aligned with the, basically the Paris Agreement and the max one half degree warming of Earth. Indirectly, of course, science takes into account future generations.
From that point of view, I would say it's covered, but we, at least at this moment in time, are not having direct conversations with the groups you are referring to. I hope this answer your question. Yeah.
To as to the VEB questions around market share, design wins, and access, can I look to you?
Yes. To answer the question about ALD market share, I think you can refer to VLSI Research in April of this year that shows that we have increased our ALD market share. VLSI Research is an independent organization, and every April of every year, they showed the market share. In April of this year, they showed that our market share in ALD has indeed increased. Regarding the DRAM, and we have a new client, whether we have a new client or not, I think give us some time, and we'll make announcement of new clients in the span of this year. I guarantee you hear about that.
As far as M&A is concerned, yes, we have made an acquisition with Axus Technology. Yes, it's a small acquisition of EUR 8 million. I think it will have a very significant potential for ASM in the future. Indeed, we are still, you know, looking around for a more bigger acquisition, a bigger M&A for us. You know that we need to be careful about, you know, all the politics and from this point of view about tariffs and the U.S., China thing and so on. It's not the very simple and very easy. Indeed, we already have a very big program and very big effort to see for other acquisition in the future. Hopefully, that will materialize.
I can guarantee you that we're really looking very hard for it right now.
Thank you, Hichem. Any other questions? Yes, Robert Vreeken. Another one up front. You can start.
Good afternoon, ladies and gentlemen. My name is Robert Vreeken from We Connect You Public Affairs and Investor Relations. We have very good news because ASM suddenly became a completely different company. If I look at my shares, then my profit is 7,000%. Which other company in the Netherlands can say that? That is, of course, thanks to Hichem, Paul Verhagen, and Pauline van der Meer Mohr. Very good collaboration there. This is great news. We suddenly are dealing with a completely different company because now, on the basis of market value, it's the fifth company in the Netherlands, and I've not heard that today at all.
It's bigger than Ahold, that one of the supervisory board member is also here, is also supervisory board member of Heineken. Probably next year will be bigger than ING. I hear no one here on the floor saying anything about it. Well, we hear you now, thank you for pointing that out. It's always nice if someone else points that out to us. Thank you. You're very sharp. I like that. ASML can really, you know, maybe do something there in doing things differently. Remember in a number of years ago, we had the oil crisis. You'd think that we had learned from that, no. 50 years later, we have an oil and a gas crisis, We're talking about sustainability.
What is much more important is that all the branches of ASML can basically run independently with their own solar panels, with large batteries, et cetera, et cetera. Also for the chain, you know, you can operate independently. It's important to do that because the government won't do it for you, not here, neither here nor abroad. If I look at the stature, you know, being the fifth company, I think it would be important to communicate a little differently and to also, you know, take your responsibility socially. If you look at the Concertgebouw, at the Stedelijk Museum, Heineken, for example, sponsors the UEFA Champions League, ING Group, the Dutch football, national football team, and you're now at that same level. I think we can expect more from you.
I mean, all this technology, it's nice and well, what about socially? You are now a big company, that requires, you know, creating a different type of impact on society. Also, with respect to sustainability, last year I spoke about planting trees. Suriname is 4x as small as the Netherlands, or as big as the Netherlands, you know, 90% or something is jungle. Why not, you know, use that country to become more sustainable? You know, you're very enthusiastic about AI, the nice thing is that with AI, you know, all of us here in the room can hack our own ourselves. Sorry.
You know, it's very simple to use AI programs and start hacking companies or hacking whatever. This means that anyone can completely derail and derange things. That also requires a different approach. Let's look at Ukraine. They are super innovative. I mean, it's David against Goliath. Look what they do. You know, Taiwan may end up in the same situation as Ukraine with China as a big neighbor. Big customers of yours is there. Given the stature and, you know, the size of ASMI, I think that this requires, you know, a different approach of the possibilities that you have in innovations. I'm really looking forward to hear about your new approach.
Thank you. Let me look around if there's. Yes, there's another gentleman who wishes to ask a question.
Good afternoon. My name is Burgers. I have two questions which are interrelated. In the presentation of Mr. M'Saad, it was said that advanced packaging is a midterm growth area coming forward. As it is, ASM still is in control of 25% of ASMPT. I wonder, last time ASMPT shares were sold was 2017. Today, ASMPT's position is probably more interesting from a strategic point of view. I wonder if you can comment on the possibilities to increase your position again. Can you comment on the current collaboration with ASMPT regarding your individual goals? That will be the first question. The second question regards the presentation of Mr. Verhagen on capital allocation. We saw on the graph that share buybacks have been growing over time.
Now, with the fact that there has been a substantial re-rating of the shares, it comes to mind that it may be worthwhile to consider to increase your cash component payout relative to your share buybacks. Of course, there is an element of share price appreciation in the sense that we've seen a big run-up. I recall the phrase "firing on all cylinders," which is, I think, a little bit dangerous because there's very seldom a situation that a company or any company or even a sector is firing on all cylinders all the time. We are all aware of the fact that there may be a drawback because of supply chain conditions, which is probably the most obvious one.
In that sense, it may be worthwhile to consider to reassess the proportion on the one way of the cash payout on the one hand and the share buyback element on the other. Those were my questions. Thank you very much, and my great appreciation for the great progress you made so far. Thank you.
Thank you. All right. Excellent questions. We will take those. First of all, Mr. Vreeken questions, the oil and gas crisis, are we independent in our energy supply? Paul?
The answer is no. The answer is no. Again, be very short. We still, of course, are not fully independent, although we have 100% renewable electricity for our own organization. We have a huge supply chain behind us as well, that needs to be managed. That's why we have these CDP disclosures, and we're working closely with our supply base to get them also on the roadmap. That's, there's interdependencies. That's the only question?
Yeah.
Yeah.
Uh, now-
Yes, yeah.
[Non-English content]. Let me also give you the second question. Will we sponsor the Champions League like some other parties?
Been discussed. Thank you for the suggestion. We have smaller sponsorships. We shared that last year, STEM related in particular, but also some sustainability initiatives that we sponsor and some local community initiatives. Nothing, let's say, at a national or international level yet, we heard your suggestion, so thank you. Yeah.
[Non-English content ] Your first, third question was about cybersecurity, right? I believe that this is definitely also very important to me and to the whole Supervisory Board. We actually have a full day of training tomorrow, so it's a very relevant question. Perhaps, Paul, you can say something about the approach that the company has as a whole.
Cybercrime simulation with our supervisory board. A real-life situation, of course, could happen. AI, as you mentioned, definitely increases risk, but AI can also be used to actually defend yourself, and as we're doing. Already we are applying a number of AI tools in how we address cyber that, again, make us faster, especially in terms of detection and intelligence, it helps. We also have, of course, communications with national governments across the globe if there are certain threats that we should be aware of. It's also one of the areas like R&D that we fund, yes? We will not save on cyber. It's too important, and it's one of the absolute key risks, but AI really helps us as well.
Yes, it's a threat, but it's also an opportunity to protect yourself.
Thank you. The questions of Mr. Burgers. Hichem, advanced packaging and an update on ASMPT strategy.
In advanced packaging, it's an area, like I mentioned, it's an area of growth. Can you hear me? Yes. It's an area of strategic for us.
We, yes, we do look into our ASMPT share, which is about 25%. We are actually very happy and very pleased about the increase in the ASMPT price the past couple of months. I think part of it is really through the effort of myself and Paul as being in the board of ASMPT. We have been very active in making sure that the company improve its operational efficiency and also divestment of some non-profitable business. Saying this, that advanced packaging is an area that we are very serious about. As with our ownership, yes, we work with many company in the field, and ASMPT is one of them, where we really work with them on the packaging part.
I mean, the company has lots of knowledge about packaging, and our solution, as I talked about, our deposition films and surface treatment would actually work hand-in-hand with some of the advanced packaging solution that they have. That will provide us with the optimization of some of our processes. At the same time, also it allows them also to understand where the future is happening from the material point of view. Yes, we have an engagement with them as we have engagement with other company in advanced packaging. Thank you.
Thank you. Then the second question of Mr. Burgers was related to the capital allocation process and a potential reassessment of the payout. Paul?
Thank you for the question. It's actually, I guess, one of the most important parts of my job, capital allocation. Where do we invest and where do we not invest, and what do we give back and what do we not give back? We actually have received a study done by some investment bankers. We have many, many investors, and basically the message was that most investors are neutral between share buyback and dividends. Of course, some have more preference for the other, but bigger picture, it's more or less neutral. Two, rightfully so, you mentioned we will not fire on all cylinders every year. We're fully aware of that. That's why we have a strong balance sheet.
We are a knowledge company, we don't want to become into a situation, because it's somewhat cyclical industry, that if we would face two or three difficult years, that we have to start restructuring in R&D. We want to protect R&D for sure. That's one reason for the strong balance sheet. The other one is acquisitions. We've done smaller acquisitions bolt-on, which to the large extent we have funded through cash. That's what we will hopefully continue to do, but we'll see what the future will bring. We will definitely every year assess our capital allocation strategy, but for now, based on all the input we have received, it seems to be appropriate. Again, thank you for the question.
Any other questions about this particular subject, or can we move on? I don't see any further questions. It means that we can move on to the next item on the agenda, or next cluster, which is three. It's three sub-items that are all resolutions. Let's start with 3A, is the remuneration report of 2025. This item will be explained by the Chairman of the NSR committee, which is my colleague, Didier Lamouche. Didier, please.
Shareholders, as Mrs. Pauline van der Meer Mohr has indicated already, the remuneration report is included extensively in full in ASM 2025 annual report. I suggest you refer to pages 142 to 155 for further details. The remuneration report fully complies with the requirements of the Dutch Civil Code and with the principles of the Dutch Corporate Governance Code. In accordance with the Dutch Civil Code, the remuneration report for the year 2025 is now today submitted to the general meeting for an advisory vote. The remuneration policy for the management board, again, on which the 2025 remuneration report is based, was adopted by the general meeting on May 15, 2023. The current remuneration policy for the supervisory board this time was adopted by the general meeting on May 13, 2024.
2025, as Hichem and Paul have shown before, was another year of solid performance for ASM, making, as Hicham mentioned, repeated the ninth consecutive year of double-digit growth for our company. This performance is reflected in the payout outcomes under the Short-Term Incentive, STI, for 2025, as well as in the vesting results of the Long-Term Incentive, called LTI plan, for the 2023, 2024, 2025 performance period. Thanks to those excellent results, the STI, the Short-Term Incentive for the CEO and the CFO, have triggered above 100% target. The details are shared, again, as I said before, in pages 149 to 159 of the annual report.
Furthermore, the long-term incentive awarded in 23, which vested at the end of the last year, at the end of 25, has also triggered at 192% of the target, consistent again with the performance. Those outcomes actually reflects ASM's consistent growth trajectory and its sustained delivery of value to the shareholders. Those results also form the reference point, the basis for the way performance metrics have been set for 2026 and beyond and going forward. Looking ahead for 2026 and beyond, my colleagues in the Nomination and Remuneration Committee, together with the Supervisory Board, have reviewed the remuneration framework with a view to enhance the Management Board policy and propose minor adjustment to the policy applicable also to the Supervisory Board.
Both matters are presented as separate agenda items and will be submitted for shareholder approval later in this meeting. For 2026, I will now briefly outline the performance metrics, which you see behind me, applicable to the variable performance for management board members. The targets which have been deployed to the management board are actually reflecting the focus that the supervisory board wants to place in alignment with the industry, in alignment with the context, but also in alignment with the strategy of the company and in coherence with the environment. For the short-term incentive, for the STI, the structure continues to place a very strong emphasis on financial performance, which are accounting for 75% of the total weighting. The financial metrics are including sales growth, EBIT, and also free cash flow.
The remaining 25% are relating to non-financial objectives, which are including sustainability, safety, but also, and that's new, design wins, what we call design wins in relationship to one question you had. Design wins in strategically important technology areas. For the long-term incentive, LTI, which is covering now the 2026, 2027, 2028 performance period, the core performance metrics remain unchanged compared to the recent past. They consist of sales growth relative to what we call the wafer fab equipment market, which is a public, publicly communicated indicator, and EBIT margin progression along those three years, along this three-year period. Those two KPIs are complemented by the relative TSR, RTSR modifier. This modifier may adjust, measuring actually the return to shareholder over a 3-year period compared to a group of companies.
This modifier actually may adjust the final vesting outcome, upwards or downwards, ± 35%. Taken together, those metrics are designed to balance a disciplined short-term execution with also a long-term value creation, I would say, while maintaining a clear and continued alignment with shareholder interest within a robust governance framework. For this, I have finished for the moment. Pauline, back to you.
Thank you, Didier, for your very clear and concise presentation. Back to Dutch. I would like to inform you that the general meeting may cast an advisory vote with regard to this agenda item in accordance with Article 135 B, Book 2, Paragraph 2 of Dutch Civil Code with regard to the Remuneration Report 2025. I will give the opportunity in the room to ask questions about the agenda item 3 A. Looking at the audience, I'd like to give the opportunity if you wish to do so. No questions. I then conclude that there are no further questions. This means that we can move to 3 B, which is the adoption of the annual accounts.
The financial statements have been audited and approved by the external auditor, EY. This was the first time for EY after KPMG had done it for the past 10 years. Tania Micki, Chair of our Audit Committee, will also reflect on that later. I would now like to give the floor to Mr. Mark-Jan Moolenaar from EY, he will explain the audit and the unqualified opinion they issued.
Dear Pauline, thank you very much for this opportunity to present our involvement as external auditor. Dear shareholders, ladies and gentlemen. My name is Mark-Jan Moolenaar and I'm an auditor at EY. I've been the external auditor of ASM International NV as of this financial year. For this general meeting, ASM has released me from my confidentiality obligation, and I'm therefore also able to provide answers to any questions that you might have afterwards. In this presentation, I will address the following components of the audit of the consolidated separate financial statements for ASM for 2025. I would like to talk about our audit approach, our focus, scope, strategy, and execution, the focus areas and key audit matters. The key audit matters are also included in our audit opinion. The board report, which includes our CSRD sustainability information, and the VOR, as already mentioned.
Something about the conclusion and our communication and interaction with the company. We ordered both the separate and the consolidated financial statements of ASM. We assessed whether the annual report meets the statutory requirements, whether its content is consistent with the financial statements, and whether the annual report aligns with the knowledge we obtained about the company during our order procedures. These are also the statutory requirements for the audit of ASM. In addition, the company engaged us for the following assignments. We reviewed the CSRD information included in the annual report. As the CSRD Implementation Act had not yet been implemented as at 31st of December 2025, this is considered a voluntary engagement. I'll do a little bit further deep dive with regard to our financial statement audit. As the external auditor of ASM, I'm ultimately responsible for the audit.
To take on this responsibility, I assembled a team of experienced and skilled members with relevant sector experience. In addition to auditors in the Netherlands, the team includes specialists. These specialists are EY professionals in the areas of information technology, corporate income taxes, indirect taxes, and forensics. In addition, there are a few other topics at ASM for which I engage specialists from within EY. These topics include evaluations of intangible fixed assets such as goodwill, valuation of businesses, and share-based payments. We work closely with the internal audit function of ASM, and we align the objectives of work and planning, and we share outcomes. ASM, the ASM audit is executed by one integrated team, which include both Dutch and Singaporean resources. For certain audit procedures, we've asked our Italian colleagues from EY Italy to support our audit procedures under our direct supervision.
Personally, as external auditor, I visited local group companies in Singapore, U.S., and in Italy. I, as external auditor of ASM, ultimately perform audit work covering 98% of total assets, 97% of revenue, and 97% of profit before tax. Some words on materiality, and probably you've heard them already a couple of times. We design our audit to obtain a high level of assurance that the financial statements present a true and fair view. A true and fair view means that the financial statements must be prepared in accordance with applicable standards, in this case, IFRS, as adopted by the EU and Title 9 of the Dutch Civil Code, and contain no material misstatements. Our audit is designed to enable us to detect material misstatements. Materiality indicates a level of misstatements in the figures that we, as auditors, consider acceptable.
We do not apply the same quantitative materiality level to all balance sheet and profit and loss line items. For certain disclosures, for example, the director's remuneration, only minor misstatements are acceptable to us. The materiality we applied in the audit of the consolidated financial statements of ASM is EUR 45 million, which is based on 5% of the profit before tax, excluding ASM PT results. Probably good to mention. Misstatements above this amount could influence your understanding when reading the financial statements. In addition, we also accumulate smaller differences during our audit and discuss all these misstatements above EUR 2.2 million with the supervisory board. We also use materiality to determine where and how much audit work we perform. In our risk assessment, we consider the risk of material misstatements due to fraud. We remain particularly alert to fraud indicators and follow up appropriately.
For the audits of ASM, forensic professionals are currently involved as a standard in risk identification. All of our audit professionals are also trained and receive frequent update training on the identification of fraud risk factors and to enhance knowledge of AML, CTF requirements. In Dutch, Wwft. Our conclusion is that ASM places fraud and non-compliance high on the agenda, remains alert to fraud signals, and follows up appropriately. Some words on cyber. Our audit was not primarily aimed at providing an opinion on the cybersecurity of ASM, and we did not receive such an engagement from management. However, as part of our work, we obtained an understanding of ASM risk management related to cybersecurity. We did not test cybersecurity controls. As I has already mentioned, the company is quite aware and also receive frequent internal trainings on that topic.
Our audit approach is top-down and risk-based. This means we focus on the end product for which we issue our audit report, the financial statements itself. We also determine where the greatest likelihood is of material misstatements in the financial statements and upfront perform more work in those areas than in others. This approach is in line with all Dutch auditing standards. During the year, we aligned our risk assessments with the Audit Committee of the Supervisory Board based on our audit plan. The Supervisory Board, the Audit Committee, agreed to this audit plan, and in this audit plan, we report the identified audit risks and the procedures we perform to mitigate them. The key risk areas are listed on this slide also. I will explain these together with our audit procedures. Let's start with the first focus area.
As the audit of financial year 2025 embarked the start of our audit tenure, we've performed working paper review procedures on the prior year audit files, which include both the financial audit as well as the non-financial review. Our main focus for the 2025 audit was to get a thorough understanding of ASM business processes, including the controls embedded within. Those processes for design and existing purpose for both periods prior to the Sorry, I'm skipping a page. The IT migration was also a specific focus area for us in the audit of 2025, especially in the first year audit, whereby the IT migration occurs in the midst of the financial year. This involves significant audit efforts from the audit team and EY IT specialists, and therefore was elevated to a key audit matter.
We focus our audit procedures around ASM implementation approach, the IT project governance and risk mitigating factors. Prior to go live, we evaluated also whether management had performed sufficient pre-implementation readiness procedures, including data quality validation, and assessed the design, configuration, and overall readiness of the migration environment. Following go live, we performed migration-specific audit procedures, including reconciliation into the new ERP system, S/4HANA, to evaluate whether the data transfer from the previous ERP system, SAP ECC, was complete and accurate. ASM generates revenue primarily from the sales of equipment and spares and services. The company recognizes revenue when it transfers control over a product or service to a customer.
Revenue recognition is considered a focus area for the company, and we identified fraud risk related to improper revenue recognition, especially related to the risk of manipulating the cutoff of the equipment revenue recognized prior to year-end and the risk of inappropriate manual journal entries recorded in the sales ledgers that could result in an overstatement of revenue. Our audit procedures related to this key audit matters include, amongst others, for selected equipment sales transactions recorded prior to year-end with lower thresholds to determine whether revenue was recognized in the appropriate period, and we performed procedures on credit notes issued after year-end. Our procedures include inspection of sales contracts, client acceptance documentation, and shipping documents. To address our fraud risk, we perform procedures with lower thresholds on manual journal entries recorded in the sales ledger, assessing these with underlying supporting evidence.
Based on the audit evidence obtained, we assess whether estimates and assumptions are reasonable. In the context of IFRS, as adopted by the EU, we do not specifically assess whether these estimates and assumptions are conservative or aggressive. We can confirm that management's estimates based on the information available to us remains within an, in material terms, as we call it, acceptable range, which includes alignment with market conditions. If we go further with the non-financial information, let me share some words with regard to our CSRD reporting. Since 2024, and therefore also throughout 2025, the general expectation has been that there would be a statutory requirement for listed entities to report more extensively on sustainability information. However, as of today even, this legislative change has not yet been implemented in Dutch law.
An important parallel development at European level is the Omnibus Directive at this moment, which implies a scaling back of CSRD legislation. In summary, this means that at this moment, applying CSRD and obtaining assurance over it is not yet a statutory requirement, but it's expected that during 2026 it will become mandatory retroactively. The Ministry of Finance has indicated that when implemented retrospectively, companies that report this voluntarily already, including limited assurance, are deemed to have complied with the law. For ASM for the year 2025, we performed a voluntary limited assurance engagement on the sustainability information. Climate targets will significantly influence the societal agenda over the coming decades. Matters such as CO2 reduction can impact financial reporting because they may introduce risk to operations, the valuation of assets, and also to provisions or the viability of the business model as such.
As part of the limited assurance engagements, we held discussion on the topic with the ESG department of ASM, global process owners, and local representatives. We considered the potential impact of climate sustainability on the financial statements during our work, and we assessed the accuracy and completeness of the information included in the annual report based on the ESRSs. We also performed procedures on the management report, including the sustainability information included therein, as mentioned earlier already. Our procedures on the management report consists of a consistency check with the financial statements and determine whether the information in the management report is not inconsistent with our knowledge and experience gained in our role as statutory auditor. ASM has requested us to perform limited review procedures, which is presented in the assurance report as limited assurance.
While in the auditor's report on the financial statements it's presented as reasonable assurance, under limited assurance, procedures are less extensive and less in-depth than under reasonable assurance, and may include, for example, analytical procedures and inquiries of management. This means the auditor has not performed extensive audit procedures, but has performed sufficient procedures to conclude that there are no indications that the information contained material misstatements. We assessed the acceptability of the reporting standards and criteria selected by management. This means we assessed whether they are permitted within the applicable legal and regulatory frameworks and guidelines for sustainability information. We reviewed the outcomes, both qualitative and qualitative, prepared based on selected reporting standards and criteria. Based on this work, we assessed that the reporting standards are, and criteria are acceptable. Some words on the dual materiality assessment.
The procedures performed in relation to the DMA are less extensive than in prior years because we built forward on the DMA that assessment that was done in 2023 and 2024, and reflect primarily an update of that assessment, as well as also benchmarking with other reporting entities, which was previously not there. As explained when discussing the scope, we tested the management report against legal requirement and whether it's consistent with the information obtained during the audit, including the following: the Dutch Corporate Governance Code. In March 2025, the code was updated to implement a statement on risk management, the VOR. The statement, an extension of the management statement included for many years, was included for the first time in management report for 2025.
The code does not require assurance by the auditor on the statement because the statement is included in the management report based on audit standards and the NBA practical guidance on corporate governance. As part of information statement audit, we assess whether the corporate governance information, and therefore also the VOR in the management report and the supervisory board, is included as required by applicable law, is consistent with the financial statements, and contains no material misstatements in light of the knowledge obtained during the audit. We followed the implementation process and read through the internal substantiation of the VOR. As part of the conclusion, as a result of our audit, we issued an unqualified auditor's opinion, which included in the audit information accompanying it in the financial statements. Our audit procedures provide sufficient appropriate audit evidence to support this report.
Our audit opinion means that the consolidated financial statement prepared in accordance with IFRS, as adopted by the EU and Title 9 of Book 2 of the Dutch Civil Code, present a true and fair view. The separate financial statements prepared in accordance with Title 9 of the Dutch law present also a true and fair view. The management report, including the VOR, complies with the law and is consistent with the picture presented by the annual report. There are no material misstatements between the management report and the knowledge and understanding obtained throughout the audit. Some words on the communication from our side. The audit of financial statements is a process that results in multiple audit reports to the company. As mentioned already, at the beginning of the audit process, we prepare an audit plan.
After completing the interim procedures, we issue a management letter. This management letter includes recommendations for management and the Supervisory Board. In our report to management, those charged with governance, we include detailed findings from our audit. We align all of these reports with management, the Supervisory Board, and the Audit Committee of the Supervisory Board. We held periodic meetings with each other to keep each other updated and abreast of the progress. We experienced the atmosphere during these sessions as engaged. The bodies and committees are interested in our findings and are really knowledgeable. Depending on the timing, we meet bi-weekly, monthly, and quarterly with financial management, the Supervisory Board, the Audit Committee of the Supervisory Board. The relationship with the company can be described in all respects as transparent, critical, independent, and very good.
The different departments strive for a high level of quality and act professionally. We've observed that management, the audit committee, and the supervisory board take our findings seriously, and that appropriate follow-up takes place. Thank you very much, Pauline, ill hand it back to you.
Thank you, Mark-Jan, for this presentation. Very extensive. Are there any questions? Yes, someone in the back. Go ahead. Yes, I represent the VEB. This is, by the way, not a question to the auditor, but it is related to this agenda item. It's a question about the development of the working capital, because last year we saw that it was very low, just 45 days, and in Q1 it ran up very, very quickly. Now I understand the dynamics. For me, it's a dynamic that perhaps we'll see also in 2026, 2027, et cetera, because big chip makers, you know, play a role in this. If we looked at, you know, 2030 for which, you know, the objective was set, what should we think of then for 2027, 2028?
A little bit, you know, further on about the development of the working capital. Is this what we can expect? Is it the same, you know, period?
Well, the
Q1 working capital was quite high. That's more the exception than the rule. There are several reasons for that. A significant growth, for example, and also the back-end load in quarter. Also, among others, because of, you know, the management of supply chain challenges, which resulted in quite a few shipments being received by us late in the quarter with the trimester, and also with respect to late and approved deferred payments. I think that the 75 days should remain for the next few years, but there could always be a quarter that we get below that and sometimes above that. I would, yes, use that number as the best gauge that I can give you now, 75. Any other questions about item 3B on the agenda? No?
I think we can move on to the next agenda item. Thank you very much, Mark-Jan Moolenaar . Let's move on then to agenda item 3C, which is a point that many of you are eagerly waiting for, which is the adoption of the dividend proposal. As you'll have been able to see, we propose to pay out a dividend of EUR 3.25 per ordinary share, which is higher than the dividend paid in 2024, which was EUR 3. Once a dividend has been approved, the dividend will be made available on the 21st of May, 2026, which will be the payment date. I will give you the opportunity to ask questions about this item after the next agenda on the item. First, I'd like to move to the discharge item with two sub-items, item four, both subject to a vote.
It's the discharge of the executive board members and then the supervisory board members. Number A is ASM proposes to discharge the members of the executive board for the policy pursued by them in the 2025 financial year, insofar as that policy is apparent from the 2025 financial statements. The same under 4B, which is discharging the members of the supervisory board for exercising their supervision of the policy implemented by the executive board in the financial year 2025, insofar as that policy is apparent from the 2025 financial statements. Does anyone have a question about one or two of these items related to the discharge?
Yes, hello. I represent the VB again. My question is related to the early leaving of one of the members. It was said that that was because of overlapping interests.
I would like to know whether perhaps Mr. Van den Brink had also other reasons to leave.
Yes, I understand your question. Sure. That is a question that, of course, is not unexpected, and the answer will also not be unexpected, I believe. You'll realize that members of the supervisory board always have to avoid the appearance of conflict of interest. This, of course, applies to all companies, but especially to ASM. In this industry, such a conflict is always possible. In good consultation with Mr. Van den Brink, we've decided that he will step down as a supervisory board, and that is because of developments in his own portfolio, in his own portfolio of activities. We cannot address them, but we have established that the only consequence is that this was a necessary decision.
Unfortunately, this led him to decide to step down from ASM. That's all I can say. If you want to know more about the developments in his portfolio, I'm sure you have Martin van den Brink's phone number. No other questions about the. Oh, there is another question. Yes?
Yes, if I may add something, of course, he had a very important position in the technology committee. I understand that Adalio Sanchez is now going to fulfill that role as a chair. Of course, he was of, you know, an tremendous value, or in any case, big value to the setting up of that committee, right? Can we expect that a new Supervisory Board member will also then, you know, have that line of experience?
As you see, with Martin van den Brink stepping down and also Kales stepping down, we now only have 5 supervisory board members, we are indeed looking for, you know, an addition. Martin van den Brink is, of course, not replaceable, as in there is no one as a person that is replaceable, but in a position, we are all replaceable, all of us behind the table here. Yes, we are looking for new supervisory board members. All right. If there are no other questions, I think we can move on to the next point, which is agenda item five, which is the proposal to amend the remuneration policy for the executive board, which is an item that can be voted on.
I would now like to give the floor to Didier for this agenda item. After that, I will briefly introduce agenda item six and then give him the floor again. After points five and six, you will get the opportunity to ask questions.
Part of the presentation, I will now address the proposed amendment to the remuneration policy for the Management Board. As said before, the current remuneration policy was approved by this general meeting in 2023, so three years ago. Following its application and considering ASM development over the recent years, as well as the current positioning of the company for the next phase of growth, as explained before. The Supervisory Board has conducted a careful review of the policy with the help and the inputs from a renowned international consulting firm. As a result of this review, the board is actually proposing a number of targeted adjustments. Before going into those, the detail of those adjustments, let me allow me to briefly set out the broader business context.
Over the past five years, you see behind me four important charts. The orange color is obviously referring to ASM. Over the past four years, ASM has delivered strong growth in terms of revenue, in terms of operating profit, and in terms of market cap, all increasing significantly. You see that over the five years, now, most of those KPIs stayed above all the peers or all the comparison KPIs that we selected. During this period, the company has continued to strengthen also its leadership capabilities in preparation for the next phase of growth, including the appointment of Hichem as the new Chief Executive Officer in 2024 and the strengthening that he has led of the Executive Committee.
As you know, ASM operates in a structurally high-growth market driven by the increasing importance of advanced semiconductor technologies and in particular, those enabling AI. Capturing the next wave of growth will in fact require sustained technology leadership, disciplined execution, also continued investment in innovation. In this environment, the ability to attract, retain, and also motivate highly capable leadership remains a critical success factor for the company, especially given the global scarcity of executive talents with the required domain expertise. It is important also to recognize that ASM occupies a fairly unique position in the European landscape. Indeed, there is no other company of our size competing in Europe in the deposition segment that we have selected. We are actually competing directly with significantly larger U.S. competitors, as well as with Asian competitors, particularly those from China.
In addition, while ASM strategy is to attract critical skills from Europe and globally, we must recognize that a significant portion of its top-level expertise is sourced out of U.S. As a result, it is necessary for ASM to remain competitive with U.S. market practices. Given this, a number of key consideration have guided the Supervisory Board in its review of the Management Board remuneration policy. First, the policy should continue to reward impactful performance and long-term value creation while maintaining strong alignment with shareholder interest. This includes reinforcing share ownership guidelines and retaining a robust malus and clawback provisions. Second, remuneration levels should remain appropriate and competitive with global peer context, particularly with respect to share-based compensation, while preserving a fully performance-based long-term incentive structure.
Finally, the supervisory board continues to place strong emphasis on transparency, both in terms of ex ante design of the remuneration arrangement and also in terms of ex post disclosure of outcome. I'm sure you have noticed that we have significantly enhanced the ex post disclosure provisions. Let me now summarize the key changes which are proposed to the management board remuneration policy. With respect to the short-term incentive, an increase in the target opportunity is proposed for the CEO, but also for other management board members. This adjustment reflects the increased scale and complexity of the roles and is intended to strengthen the accountability for annual performance and execution.
When it comes to long-term incentive, the proposal is to adjust target opportunity level in order to reinforce the long-term multi-year alignment with shareholder value creation while continuing to recognize geographical difference, especially between Europe and U.S., and prevailing long-term incentive practices. I would also like to reiterate that the company continues to deliver long-term incentive exclusively in the form of performance share units. I mean unit based on performance, actual performance delivery of the results. This approach maintains a clear and direct link between reward and sustained performance, in contrast with practices in some markets, particularly in the U.S., where a mix of performance-based share and non-performance-based equity instrument is applied.
In addition, the proposed policy further strengthens the shareholding guidelines, broadens the application of malus and clawback provisions, and is enhancing remuneration disclosure, as I said before, starting with the 2026 remuneration report, which will be published early 2027. Taken together, those changes are intended to support sustainable performance, maximize competitiveness in the global context and within the European governance framework, to reinforce alignment with shareholders, but also to maintain a robust and disciplined governance framework.
As I say, have we done [Non-English content ]. As I said, we also have the agenda item of the Supervisory Board.
Which actually concerned the proposed amendment to the remuneration policies. It's time for the Supervisory Board. The current remuneration policy, as I said before, was approved by the AGM in 2024. Following its application and in light of the gradual increase of the workload, the complexity of the role, the size of the company, as well as observed developments in the external market, the Supervisory Board has undertaken again, and same like with the Management Board, a careful review of the policy. On this basis, the board is proposing a limited and measured update intended to ensure that the policy remains appropriate, proportionate, and consistent with the company long-term interest and sound governance principles. The slide which is projected behind me is depicting actually the mean compensation which is observed on the AEX market.
This is the middle column on the AEX listed companies, and also for European company, which is the left column, comparable to ASM, and which are actually included in our peer group. As you can see from this table, for each position of the supervisory board, the mean of the AEX compensation is always significantly lower than for European peers. As previously mentioned, and given the increased size and complexity of the company and the additional workload provided, we are proposing a moderate increase of fees, position by position, and position ASM in between AEX mean and European peer benchmark. The proposed policy also introduce a specific fee for the vice chair. This recognize the additional responsibility and the greater time commitment associated with this position. We propose to align the intercontinental travel allowance with prevailing market practice.
Those changes are informed by external benchmarking and reflect the nomination and remuneration committee assessment that the overall framework remains proportionate, competitive, and appropriate, and supporting ASM ability to attract but also retain Supervisory Board members with the required expertise and experience that the company needs. For your convenience, we have included the changes to the policy as well as the revised fees in 1 slide. When you vote on agenda item 6-A, you will vote on the amendment to the remuneration policy as a whole for the Supervisory Board. When you vote on agenda item 6-B, you will vote on the amended fees. Should the policy, for example, not be approved, the fees be approved, then all the fees on the side will be applicable except for the vice chair fee. That completes the end of my section, Pauline. Thank you.
Thank you, Didier. [Foreign language] The last thing might have been quite technical, but you will probably forgive us. Now the opportunity to ask questions about these two items on the agenda, six, five, and six. VB, there we go. You are very busy today.
My questions are about the remuneration of the executive board. I have to admit, I'm in between a rock and a hard place, as they say. On one hand, obviously, ASMI is making a proposal that is a significantly more aggressive remuneration policy that really veers toward American circumstances. I do understand the landscape of this company with a lot of U.S. competitors pooling on executives and board members. I have a set of questions. First question is: to what extent, if you look at the Americanization of this remuneration policy, and to what extent do you consider this, you know, or compare this to the Dutch governance standards when it comes to moderation and proportionality? How do you see that yourselves? My second question is: how will this turn out in practice?
How do you look at the possible difference between a U.S. CEO with a maximum score and a non-U.S. CEO, non-CEO, when it comes to the huge gap that might occur between the two? I'm talking about the internal relations within the executive committee. My third question is about how urgent it really is at this moment. To what extent, are people, you know, reaching out to Hichem, for example, when it comes to this?
Thank you for these three questions.
To answer to the second one.
Yeah.
Right. First of all, I would like to remind that the differentiation we did, I'm sorry, because I have the translation also. The differentiation we did between non-U.S. and U.S. is not new. It was approved by this AGM two, three years ago already. I'm not saying that your question is late, but could have asked three years ago.
If you calculate the amount, there can be EUR 5 million. You can make a calculation, you can see how far these two.
No, I'm saying your first question was on the fact that U.S., non-U.S., and it's not a change at all in the policy.
It's not a change, but the amounts, they make the difference much larger. I mean.
Um-
We have this situation right now with a CFO that is non-U.S. and a CEO that is U.S. Over the past couple of years, I can see the amounts. They haven't differed that much. You can make the calculations yourself, and you can see there can be a difference of EUR 5 million between both of them. That's a big difference.
The That's not a new thing, okay? The policy, we remain within the frame of the policy where we distinguish three or four years ago for the reason I'm gonna repeat, U.S. versus non-U.S. That's the first point. Second point is we have seen the evolution within that framework of U.S. compensation, European compensation. As I said before, we have absolutely to remain competitive, and that's what we have taken into consideration here. Third point, if you look to the number, you probably saw also that we did not align. We did not align fully by far to U.S. standards.
We, first of all, we take into consideration, we took as a board, we took into consideration your comments. Also the fact that we are a European company operating and having its headquarter in Netherlands. It's a question of balance. We believe the point that we have set is the right balance. Last but not least, if things are changing, if tomorrow we hire a U.S. CFO, we might change. It's a question of being able to attract the right people. It's a fact that if you want to find domain expertise executive, and to attract them, you need to pay them according to what the market is.
Finding today a CEO knowledgeable in technology for what we wanna do in the future requires what we have put in place as a policy.
I think you've covered-
I'm not sure.
I think you've covered them all in your thing. The one thing that I would add perhaps is your last point, how urgent is this? I would rephrase that question, if you don't mind. We don't have coin-operated executives. We don't have executives that threaten to leave unless they're paid more. That's not the kind of people that, you know, that we attract and that we retain. We are very conscious of the fact that we want to do what's right by the executive. We want to pay for performance. If there's a market out there, as Didier has explained, and that market is moving in a certain direction, we would be amiss not to take that into account in the adjustment of the policy.
It's not about, you know, people pulling, you know, our executives in different directions. It's about paying for performance and doing what's right and taking into consideration the development of the markets that we see. That, that is what it is.
Okay.
Any other questions about this particular subject? If not, it means that we will go to item seven, which is reappointment. After items seven and eight, I will give you the opportunity to ask questions about both these items. Seven has two sub-items, both of which can be voted on. First of all, the proposal to reappoint Mr. M'Saad as a member of the Management Board. The Supervisory Board proposes to reappoint ASM CEO and Chairman of the Management Board, Hichem M'Saad, for a period of four years, ending after the end of the annual general meeting in 2030. The Supervisory Board is pleased that he wanted to extend his term given his great track record, achievements, and plans for ASM's future. The second item, sub-item, is the proposal to reappoint Mr. de Jong as a member of the Supervisory Board.
Mark has already served two terms of four years each. Maybe it sounds a little bit biblical, the Supervisory Board now proposes to reappoint him for a third term, this time for four years, ending after the annual general meeting of 2028. The reason for the proposed reappointment for a third term is that Mark has a unique skill set, and which we would like to keep for another four years. Following his reappointment, the Supervisory Board will consist of five members, with one or two vacancies. This means that we have now arrived at item eight, which. Oh, yes, we did. The appointment of the auditor. Let's look at that first. This is also two sub-items that can be voted on.
After presenting this item, you will have the opportunity to ask questions about seven and eight. First, an explanation. I would like to give the floor to Tania Micki, Chair of our Audit Committee. Tania, please go ahead.
Before we proceed with this agenda item, I would like also from my side to extend the Supervisory Board's gratitude to Stefanie Kahle-Galonske, who was the Chair of ASM's Audit Committee from 2017 to July 2025. Thank you very much, Stefanie Kahle-Galonske, for the transition and helping EY getting up to speed. I would also like to thank EY Accountants BV. You heard Mark-Jan Moolenaar discuss the 2025 annual report earlier. 2025 was the first year in which EY was ASM's auditor, and the collaboration with the team has been very good and fruitful, and we have continued the sound cooperation since. To the agenda item 8A. During last year's AGM, EY was appointed as auditor for the 2026 financial year.
Now, the supervisory board proposes, upon the advice of the audit committee, to reappoint EY Accountants BV as auditor to audit the annual accounts for the financial year 2027. I will now proceed with agenda item 8B. Pursuant to the Dutch draft legislation to implement the Corporate Sustainability Reporting Directive in the Netherlands, a separate appointment of the assurance provider is required by the general meeting. This draft legislation consists of the bill for the Corporate Sustainability Reporting Directive Implementation Act and the draft implementation decree for the Sustainability Reporting Directive. Subject to this upcoming legislation and in line with last year, we therefore now propose to appoint EY Accountants BV as assurance provider of sustainability information for the financial year 2027.
Many thanks, Tania. I will now give you the opportunity here in the room to ask questions about agenda items 7 and 8. The reappointments of Hichem M'Saad and Marc de Jong, and the reappointment of the auditor for the audit of the financial statements, and the performance of the assurance investigation with regard to the sustainability reporting for the financial year 2027. Any questions? Thank you. We can move to the next item on the agenda, nine, which is something that has been addressed before. It's designation of the Management Board as the competent body to issue common shares or ordinary shares, grant rights to acquire ordinary shares, or to limit or exclude any preemptive rights.
This item is ceased to designating the Management Board as a competent body, authorized body. It's two parts. You can take your vote. We propose that the Management Board will be designated for a period of 18 months, starting today, and is appointed or authorized to issue ordinary shares, including the granting of rights to subscribe for ordinary shares, subject to the approval of the Supervisory Board. For the sake of brevity, I refer to the convocation and explanatory notes to the agenda.
9B is the designation or authorization of the management board, for a period of 18 months, starting today, to authorize the board of management, subject to the approval of the supervisory board, to limit or exclude preferential or preemptive rights of existing shareholders in the event of issue of ordinary shares or granting of rights to subscribe for ordinary shares. Again, referring to the convocation and explanatory notes to the agenda. This brings us to the final resolution. I will give you the opportunity to ask questions about items nine and 10. I will give you then a possibility to finalize your voting process. After that, the vote will be closed. Item 10 then is also a resolution. It is an authorization.
We propose that the general meeting authorizes the board of management, subject to the approval of the supervisory board, for a period of 18 months from today to repurchase ordinary shares in ASM up to a maximum of 10% of the issued share capital on the date of this meeting. Again, I would also refer to the explanatory notes to the agenda. I would like now to give you the opportunity to ask questions about items nine and 10. If you have any questions, please state your question. Well, now that there are no further questions, I would ask everybody who has not cast a vote yet for one or more items to do that. I will give you 30 more seconds. If you wish to change your vote, you can do so now until I close the vote.
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Final seconds. Now I officially declare the vote closed. We are now collecting all the results and I will present or show you the results per item. These are the votes that have been cast with the proxy and the votes that have been cast today here in this room. As soon as we have the results, we will display them on the screen. Item 3 A, B and C have been adopted with a vast majority of the votes. Even a 100% score on the annual accounts. Other items as well, please. The resolutions and the results. 4 A, 4 B and 5 have also been adopted with a convincing majority as well. 6 A, 6 B, the same applies to those results, adopted. Then the appointments, reappointments, also a vast majority. Hichem, congratulations.
Look forward to the next four years with you on board. Marc also congratulations. Looking forward to the next couple of years. [Non-English content ]
Sure. Then 8 A and 8 B, also vast majority, adopted. Thank you for that. EY, congratulations on your reappointment. 9 A, B and 10, again, as well, a vast majority. Four. That brings us to yes, this is the last item. Any other business? Is there anything that you wish to address that hasn't been addressed yet? If not, then right before we hit the two and a half hour mark, I will close the meeting. Thank you very much for being here. Thank you for your trust in the company, your involvement in this wonderful company, ASM. It will be my pleasure to invite you on behalf of both boards for a snack and a drink, and we will all be present and I hope to talk to you. I would like to close the meeting officially. Thank you