ASM International NV (AMS:ASM)
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Apr 27, 2026, 5:35 PM CET
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AGM 2021

May 17, 2021

Speaker 1

Good afternoon, to the bidder. Also this year, I welcome you and open the shareholders meeting today, Monday 17th May 2021.

Speaker 2

The webcast from this meeting, the

Speaker 1

This is Oaken Lane with the note at the all the documents for the Veradins and Op Edin Detmer March, Jung Slede, of the website Van der Verod Sapgeplaats. In the open group in the office of DACHES EITECHAN is the Eivenschirmelt. Doctor. Volleyd, Achane met to lifting at annual report over the chart And under the attachment, Terje Insagelige, then compare for the Veruschaupt, MB ABN, AMRO Bank to Amsterdam. Of the U.

S. Proxy card and the U. S. Notice seen on the website

Speaker 3

correct

Speaker 1

here at our base of same at May, thank you, Tore from the Ferros Hub. The VC Chairman from the Supervisory Board and Chairman from the Remuneration Committee, Benjamin Lowe, President, who is Interferter Management Board and CEO and Danaste at Peter van Bommel, lead from the Management Board and CFO. So I'll see you wait is the Terlaas Anders Schadering from Peter Olsz Lipfunderaat from Stenger and CFO and our cover letter of Ravensturfseker. David Ciese from from the Verint shop. Is Olv Wurke Drage, the Supervisory Board of Benuntoverter Auswit for the Management Board and Solvenarvard Benuntover, CFO of an ISM.

This is also a statement on the rakanda item. Fedder Volker, the over collater for the Supervisory board. The Verkaderin via the webcast. Withrow Stephanie Karl Galonske, with Ramonika de Virgilius, Adeir Didier Lamouche and Marc of AKM asm.com. In on the Vergaraerin Vitfil Beitwune and take this to Vergaraerin real time to understand and Over a solid days out, we're the offer for Frager meet on the website to order for Platts.

Marcel is in all the bell for the to the from ahead of the end of the day, and so that I now have been the vaccine data on the website for the Veriskorp you can serve here at Walmart and the For the U. S. Proxies, and Eves Treve for the virtual meeting. Of the service provider. And also CEO, Benjamin Lowe Sol

Speaker 4

Thank you, Jan. Thank you, Jan. Thank you, Jan.

Speaker 2

Over the processes on Voorheer and the 1st calendar success. And update over the impact of COVID-nineteen. And Antal from the Deigner Dieben Doon and Antal from the Christazi, Steve Teitamak, I have met environment head on dottepandemie, the digitalizearing trends fair, Snelteift. And on the Eudagena, no, yes, Dibare In impact, Veronamet, Hedreif, Duo Logic and Foundry Industry in Leading Edge Nodes. And there is on San Diehl in the

Speaker 5

EUR 1,000,000

Speaker 2

operating results. Nokmals, that is film here done, therefore. And we are The Brutal Margher is Sterk It's Lucid here, the Cyphers and dotcom, Dor, the Estersteeringen and ISM

Speaker 6

Okay.

Speaker 2

And we have €100,000,000 beina on dividend And Dan and Beate over the belonging for Onze and in Howders, this is LDR in

Speaker 5

of

Speaker 6

And in Arizona, in Siehr, Phil Grothe, who feel headed that have a results awards prize for Innolfang Smognehme for the Plastasis and for Repohengen, the with our HEBER. L'Atacine, done. Landfill, The Nordemfann Energieseinerg, the energy efficiency standards. And we're in the responsibility leaders program. We signed our And in Singapore, it's a BCA Greenmark Efficiency Antal, awards, the price we will like to see.

The ERC is in Clonten. Price, The Intel operational excellence or preferred quality supplier award. By on the Stoney Intel, there's of the managers will say, will and there is a price is here, architect, and it's full for us, but it is in foundry, operasies and Okinge Generhehe sector We see in Oak, the solid state drives, we've seen the data centers And artificial intelligence,

Speaker 5

Done. The wafer fab equipment,

Speaker 6

The Weyenhuis have a D short for States Kleineren and Kleineren notice and that's the lever, Humphrey, Investereng and Darienkampplatzwinde in that spectrum. And Leiden the investors. And did valprosies moy sama met warbegutensheim. Ocbergamuchen memory And Sebastian of the Heinegond Wikling in the March, so as we have new seen done is the wafer fab equipment marked

Speaker 5

And

Speaker 6

Bas is LATE, GRIE and Haver van de Next, Next Nodes. And I have Och Mierklande for Och in Epi And that is main update. Donker, well.

Speaker 7

Thank you.

Speaker 1

Builds the e mail. The Eirsefraag Light and is open to meet from Supply Chain Management. So far to laser in the Swisswaferswaferswaferswaferswaferswaferswinten. On the naming enclave of the drug of the supply chain Anewzites of the F. Waringer COVID-nineteen team.

In the annuals. Benjamin?

Speaker 4

Thank you, Jan. The reduction in the number of suppliers is primarily our continuous focused to increase our efficiency and effectiveness of our supply chain, something that will continue as part of making our supply chain even more effective. The lesson that we have learned from COVID-nineteen, especially in the Q2 of last year, due to border closures between Singapore and Malaysia, which led to some delays and shortages of components from our [SPEAKER UNIDENTIFIED COMPANY REPRESENTATIVE:] Suppliers, that's something that we look at as part of our, again, continuous assessment of our strategic and critical suppliers, something that we do as part of our normal process, which also includes having to audit the critical and strategic suppliers, [SPEAKER UNIDENTIFIED COMPANY REPRESENTATIVE:] Having some suppliers do self audits, RVA audits and to some extent, sometimes including training and building up the capabilities of the suppliers, so that we have a resilient and strong supply chain going forward.

Speaker 2

Thank

Speaker 1

you, So I'll gather also VLSI. Hebegen hlu Prognosis for the wafer fab equipment market with an Empowerment of 3 doubled respectively for doubled. The outlook for the SMI for DTR slide, renal carbonateaseprognosis. On Wether Steiging van der Kruesenel 8 Antkode. And I would like again ask Benjamin.

Speaker 2

Benjamin, we have Fracke and Desafras. And for the now so as the company build net in the presentation, then kicked out The Kavacitaitomte Groje in the newer facilitate in Singapore, open here, good moment is to

Speaker 7

ASMI

Speaker 1

will

Speaker 2

In the memory market, for Stella for the NABE 2 Comms. And Zain Fallver Trauer in the Voorheitrangdive in the Gremart Sudhak. Thank you, Leland. Benjamin? Thank you, Doctor.

Ande Houders. You start us in the

Speaker 1

on the segment hearing given to Dardun and it's a specific split to ASME and ASM P. T. In Pharmacy. Okay. Well, And then final question for you, Benjamin.

The VAB says

Speaker 2

For Benjamin, the Beazer Donkue for the presentation. What's in Andrew Krekken der Risotaterse, Ben Slachtenjer, CEO, Marc, can you talk about me in 60 ks for over you as the Hofbein dossier over the operators, Ben, ASME and the 2 comps. Of the CEO of ANSME.

Speaker 1

And 4 days of regarding. At Ruben Duraci Committee, the year from Patnis. And over in for March of the Eutthour in the Bissolteinsbelleit, Opera

Speaker 7

and trade all element in the variable bubbleoni. And for the Detaris Horizon and the remuneration policy, up on the website, The short term incentive, And Delvandi targets is from Delvandi targets, even 2 processing wire that was 500% of the person like Dorstellingen with Dietrich Algehalt, Ben Affleeder of Doriswold, the CFO and the CEO. Dietrich Algehalt, der Alte Magme Internal control, the party type, internal cost and under elemente. The targets for the well as CEO, also CFO, an and €325 for the CEO and €325 for the CFO. For Heidegger, that is if we talk about this from Belang, a very percentage of on the non financial targets for Delt in 12.5% for ESG targets and for 12.5% of strategic targets.

At Dot It's like a matter of Brazil, the CEO of the CFO, Joseline Boulang from Bieder Targets. The traded deal from the baloney, This is Daeuwijk. Detelsleitens for the CFO in 2020. In

Speaker 3

The

Speaker 1

held the reiferschauffe over the beholder targets. Martin?

Speaker 7

Yes. In our range, we made the loaningsplaid

Speaker 1

Okay. And on the Vraag Vere from the VB, and that may sound in hand and Rick Sturen. Yes.

Speaker 7

Yes. The for sure will held out for the short term incentive, ST EIP and for the long term incentive. For long term. And the middle EBIT percentage. The bolus from the management board is a commonality from financial targets from the Bevere.

Speaker 1

From the Hollekenheitscheven to listing the favor of the controller and the Verklarin diesehebe Aferghebe. Fredrik Hagen and Jauet Ward. Fredrik is Firal am Wezeck and heft in the past slides from Markt and dies a little bit to Richter.

Speaker 3

Thank you all. My name is Peter Krogelnik and I extend our accountants with Captain K at Moses. In order to plan, when we federate times of turnover, we intend to do space to be visible to the industry, For the control of the Yara agreement from Timna Finck from Arginine having a market impact of €15,000,000 of 3.5% on the result path for the last year. On the rule of the Schiller, Krotz and I will say will affect the dividend oil I'll make the opposite from the Finnish Air Organiz Answer and I basically shared service center in Singapore, on Central Investments and Associates. We have the reaction heading on the protocol local accounts in Singapore, and take a look at the beginning of and the

Speaker 2

Benjamin,

Speaker 6

And it was a successful pilot, Verbayve Hair for packing recycled for Anzu Material. And it is Watvergeule Bleifredun and Veifreduche Data here from Bleifbeihaude.

Speaker 5

Fabio will ask and

Speaker 6

Mubille, mere insight in

Speaker 5

Due diligence and Corie Scheer in the AXIS.

Speaker 6

And at SAU, before both ZOKEN is saying that in the report for

Speaker 5

the Ocronom and Antal audits, For DUN and also Norman

Speaker 6

and Natrad Nizelen via self assessments, my ZENOG audits. And also Tom Gatt Over assessment, Stieva, out for Opp Grand Stoff, we have a Jarlax The responsible mineral initiative, jasandgarten, Ronstoffer, Ronstoffergebank. And on the last

Speaker 5

And

Speaker 6

for the Gael Organizazzi. Benjamin, this is the last

Speaker 1

from the VBTO. Also excuses, therefore, the question that was the Frei Der Fraag and the light this year, the World Health Forum as in less climate action.

Speaker 2

Climate action failure is Science based targets initiatives and as that needs to is, one of your kind of the stakeholders done, the certificate As Ronnen, answer Doctor. Zarr of Representsage Hernieubauer Braun. It starts And in Zwendijk, I'm the entire Bayer, Bayer, Commer and R and D. And product, Entwickling and Fabricage

Speaker 6

to

Speaker 2

in this Siena Bay 2 Comps. Thank you.

Speaker 1

Not being any further questions. For for at Rauma Nard at Fornd Achenderpunt, Unwavering Country of Verstemen of Gossendt Heben. At Fornd Achenderpunt is

Speaker 3

for

Speaker 1

This is Ogdistempertbusbroke and kurvo Overkhan for the Agranderpunt and that is Agranderpuntacht, Samus selling van der Aat van Bastoor of the World Management Board. Is Littelasse Anders van der, Peter van Bobmel, Jose Litz van der, Rath van Bastuyer and CFO and to the to Sammerbuhung from the Fabrikase Open Centre. Folio blog on the strategy discussions on the strategy activitite. And it is made on Hemte dank that on the development of the firma. In the start is the available opportunities at the from the Nederlandse Stock Exchange.

And in the end of Peter Trotzman saying that the FIRMAA OIBIT moment. And and we will see and under the stakeholders on the Hartleketank for your contribution and when we will success and dividend some of the supports and other stakeholders. On soldered up to the support from the Total Value Chain. And the Slotter Dunk and also on the year on the and now say in Boonungsald, there are 2 comments, sir, the year Verage, Obenuma Alst Chief Financial Officer. In the 2 lifting, the Reimert Vari from the Heverhard in the Electronics and Hall of Schneider Industry so called delivery in the Volhundefaase from ASM.

We have a Paul Kvart and quarter introduction video to market on

Speaker 8

Good afternoon. I'm Paul Brager. I'm 55 years old. I have the Dutch nationality. I'm married, And I'm the father of 3 sons.

The ASM Supervisory Board has nominated me to join the ASM Management Board and to My career started in Royal Philips, where I've worked for 24 years. I've done various Financial Management and CFO roles in the various businesses and product divisions of Philips in which I've been provided with experiences in treasury management, in display components, in healthcare, Consumer Electronics, Consumer Lifestyle and Philips Lighting. These experiences have also given me the opportunity to live in many places like Taiwan, mainly in China, Hong Kong, Silicon Valley and Boston. And furthermore, I've been a non Executive Supervisory Board Member at LG Phillips LCD, which is a listed company and nowadays called LG Displaced. After my career within Philips, I became a member of the Management Board and CFO of Fugro.

Fugro is the world's Leading Geo Data Specialist acquiring and analyzing data about the earth and the structures built on it and provides geodata related advice to its clients. Fugro is listed on Euronext Amsterdam. At today's AGM, I would very much appreciate your endorsements and approval for my nomination to join the Management Board of ASM and to succeed Peter van Bommel. ASM is a great company and has 50 plus years of history in technological innovation, which provides a good platform for growth in an ever increasing digital and data driven world. I feel excited and honored to join ASM and to build on the work done by my predecessor and the ASM management team and to bring ASM to its next phase.

I hope this short introduction has given you an idea of my background. However, If you have any questions, I'm most happy to answer those. Thank you.

Speaker 1

Okay. Thank you. Thanks. I think it was a very interesting little video. There are

Speaker 5

And there are no questions about this nomination. So we have discussed this voting item. And based on that, we now move to the next item, which is item 9, regarding the composition of the supervisory board. First of all, under this Item, we need to address 2 things. First, I would like to start with item 9, which is the reappointment of Ms.

Stephanie Kalle Galonska as a supervisor of ASMI. And of course, according to the rotation schedule, the term or mandate of Ms. Karl Galonska is expiring. And in accordance with the articles of association and the Dutch Civil code and of course for the continuity and experience in the Supervisory Board and to maintain that, The Supervisory Board has drafted a binding nomination to reappoint Ms. Stefanie Karl Zalonska as a member of the Supervisory Board for another term of 4 years, which ends after the Annual General Meeting in the year 2025.

In accordance with Principal 2.2 of the reviewed code, Ms. Galonska has been the Chair of the Orders Committee for several years now and will continue her activities

Speaker 2

in this

Speaker 5

committee. There are no questions that we received in advance, and that concludes this item on the agenda for that reason. And we would like to inform you of the following. As you know, this is my last meeting as Chair and member of the Supervisory Board. And as you know, I will step down as supervisor after having served on the Supervisory Board for 12 years.

We will later in this meeting come back to that. This is, by the way, not a voting item, meaning that we can now go to item 10, which is the appointment of the company's auditor for the financial year 2021. The appointment of the auditor for the financial year 2021 Has been done, and we wish to keep the current Auditor KPMG and we want to have them reappointed for the financial year 2021. It's a bit monotonous, but I again conclude that we did not receive any questions or remarks under this item. And therefore, we can move on to item 11, which is The designation of the management board as the competent body to issue common shares and rights to acquire common shares and to set aside any preemptive rights.

This item consists of 2 parts that have a separate vote. 11a is the designation of the management board as a competent It is the designation of the management board and is limited to a maximum of 10% of the And then that concludes 11a. And we have 11, which is the designation of the management board as a competent body to set Any pre emptive rights with respect to the issue of common shares and rights to acquire excluding any preemptive rights. According to Article 7, sub 5 of the articles of association, the general Meeting of shareholders can appoint the Management Board for a period of 18 months and appointed or designated as the organ of the company that Subject to the approval of the supervisory board is authorized to limit or exclude any preemptive rights of existing shareholders if Common shares or rights to acquire common shares are issued. For both Items, voting items 11a and b.

I can tell you that we did not receive any questions. So we can then move to Item 12. And item 12 concerns the authorization of the management board to repurchase common shares in the company. So we talk about the authorization of the management board to repurchase Common shares up to 10% of the total issued capital on the date of this Annual General Meeting. And also this voting item

Speaker 3

has no questions, meaning that we can

Speaker 5

go to item 13. Meaning that we can go to item 13, which is the amendment of articles of association. So the change in the articles of association, Let me see. Again, a voting item in accordance with Call 34 of the articles of association of the company, the management board and the supervisory board proposed to amend the articles of association. On the 1st July 2021, the Act on Management and Supervision of Legal Entities will enter into force.

And based on that law, the articles of association must include a provision to cover the absence or inability to act of all members of the Supervisory Board. It is proposed to include such a provision in the articles of association as well as although this will not be required by law, a provision for the event of absence or inability to act of 1 or more, but not all, of members of the Supervisory Board. So there is an explanation on this subject that you can read on the website. So no questions have been received, which means that we can go to item 14, which is withdrawal by the company So the buyback share program of €100,000,000 that was announced on the 25th February last year Was finalized on the 2nd March this year. The shares that the company now has in treasury Are more than the required shares that the company needs for the share plans of the staff and management Therefore, the proposal is to withdraw 500,000 shares.

Again, this is a voting item. We did not receive any questions. And I We can therefore continue to the next item, which is item 15. And item 15 means any other business. And under this item, we did not receive any other business from any shareholder.

And therefore, We have no further formal questions for this round of any other business. And Also during this meeting, we did not receive any further questions. I would like to inform you at this point that those of you who have participated online and The opportunity to vote electronically. You still have 1 minute left to conclude your vote. After that one minute, I will close the vote, which means that we can then and show you the total voting results.

So let's take a moment of peace and quiet.

Speaker 2

I think time's up. And so we would like to Declare the total voting process closed. And having done this, you will see on the screen or screens the total results of the votes per voting item on our agenda of today. And here We have it. Let me go through this with you.

On Agenda Item 3, We have in favor 86.85 percent against 13.15 percent with 1,516,523 abstention. And so this motion was carried. Agenda item 4. In favor, 100% of the votes, But there were some 250 votes against and 134201 abstentions. Again, this has been adopted.

Agenda item 5. Here we have 33,671,768 votes in favor, which constitutes 99.68 percent. Of the total, 0.32% against And some 1410 abstentions. Motion carried. Agenda item 6, In favor, 98.49 percent against 1.51 percent And 176, well almost 177,000 votes which were abstentions.

Motion carried. Agenda item 7, 98.5 percent in favor, 1.5% against 502,000 that is and 176,754 abstentions. Again, this has been adopted. All these items on the agenda have been adopted. Moves us to agenda item 8.

99.74 percent in favor, 0.26 percent against by the AGM. Agenda item 9, 99.89 percent in favor, 0.11% against and almost 80,000 up sections were received. Also this motion has been carried therefore. Agenda item 10, 100% in favor or rather 33,748,832 votes, almost 100 percent, 270 votes against and 30,510 abstentions. Item And so carried.

Agenda item 11, a 98.94% in SAFR, 1.06% against with 15.40 abstentions. Again, this is Biro Dopters. And then we have 11B also here, 98.29 percent in favor, 1.71 percent against 1610 abstentions. So, 1st 11a and b have been adopted. Then the final three items on the agenda which required a vote, They are number 12.

And we received 99.39 percent of the votes in SAFER, 0 point 61% against 92,588 abstentions. And so this has been carried. Moving to agenda item 13, 33,776,491 votes in favor. Almost 100 percent with 750 votes against and 2,371 abstentions. Also this item has therefore been adopted.

And finally, number 14, 33,776,131 votes in favor. Again, almost 100%, 875,000,000,000 Fedenced and 2,006 106 abstention. So also agenda item 14 has been approved. And this then was the total result of the vote. And then under Item 6, closing.

But as I said before, this It's the final meeting for me as Chair of the Supervisory Board of ASMI. And After a period of 12 years, when I joined the Supervisory Board in May of 2009, I also became Chair of the Remuneration Orders Committee right away. And after A little over 4 years in July 2013, the Supervisory Board asked to become Chair. And so almost 8 years as Chair of the Supervisory Board are now finished. And in accordance with the governance code, They are 3 times 4 years that I have served now and this is then time in accordance with that code to and I'm sorry we don't have a hammer, but I would pass that hammer on if I had it to somebody else.

And as I already mentioned, when Peter van Baumel said goodbye is that The company has developed, improved and changed wonderfully over the past 10 or 12 years. And it is in a fine position at this point. And with all sorts of pleasure. I took part in the deliberations in the Supervisory Board. I tried to give advice to the management board.

I attempted to be part of whatever I could contribute. And it is with great satisfaction that I look back on the past 12 years. I think the company in the coming years, well, it has a It's in a fine position to continue doing well, developing strongly, growing fast. And I wish it every sort of good luck during these coming years. And then without further ado, because this was actually my final act as Chair of the Supervisory Board, Hand over that virtual Chairman's hammer to Martin Van Pernis.

He was already Vice Chair of the Supervisory Board and he takes over from me and in the coming years will function as Chair of the Supervisory Board. Once again, It was with great pleasure that I performed my tasks in this position at ASMI, and I wish everyone presently involved with this firm all the best. Thank you. And then Martin, will you virtually take over from me that And close the meeting. Thank you.

Yes, yes, indeed. And everything's been virtual since COVID, even the hammer. But I will use this opportunity On behalf of the entire Supervisory Board to thank Jan Lovasor for his role as played in the wonderful development of ASMI International in the 12 years that he was member and chair of the Supervisory Board. And just now you already Jan and Peter gave you a wonderful overview of that great Development. And with his great knowledge of the semiconductor industry and his broad financial experience in big international companies to boot, And many of the members on this board served like him at Philips.

Jan was a great contribution and support to the Board and also the Supervisory Board in his extraordinary manner. He Led the Board and gave optimal support to the leaders of the company. And I was able to act as his Vice Chair for many years and looked at him with great admiration. Jan, thank you so much for your role and dedication, And we want to give you a bouquet of flowers as well. And we know that you can go to the management tasks in your home, So I think it's a really good idea to hand the flowers to your wife.

So stay on line, bear with us because I will be back. But let me hand And then finally, maybe about myself. In 2010, you appointed me in the Supplies RE Board and you reconfirmed this in 2014, 2018 2020. And so those who are calculating will have understood that my service ends in 2022, which is a year from today. Now the complete supervised report have asked me to take on the role of chair in this final year.

And although this is my 3rd Chairmanship of a stock listed company, I've declared myself willing and able. And to make it possible, I terminated a number of roles as Board and Supervisory Board Member. And I hope to tread in the footsteps of Jan and from my experience as Vice Chair to take on this role in the best possible way, hopefully as good as he did it. And I hope to find you here with us next year. And of course, that can only happen if you remain shareholders.

And then we hope to have you physically with us as well. Now at this point, I take over the role of Jan as Chair and move immediately to the final item on the agenda, which is item 16, book closing. And unfortunately, again this year, we cannot chat over beer or a glass of wine and have the unavoidable bidderballen, but I promise you we will make up for it next year. And with this, I close the AGM 2021 of ASMI and thank you for your virtual presence with us today. Goodbye.

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