BE Semiconductor

Convocation notice for the Annual General Meeting of Shareholders



to be held on Friday April 26, 2019 at 09.30 a.m. at the offices of BE Semiconductor Industries N.V. (“Besi” or the “Company”), Ratio 6, 6921 RW Duiven, the Netherlands.

Agenda

The agenda for the Annual General Meeting of Shareholders contains the following items:

  1. Opening
  2. Consideration of the Annual Report 2018, including the annual accounts 2018 and the corporate governance chapter (discussion)
  3. Remuneration Policy
    1. Explanation of the application of the Remuneration Policy in 2018 (discussion)
    2. Proposed Remuneration Policy 2020 – 2023 (voting)
  4. Adoption of the annual accounts 2018 (voting)
  5. Dividend
    1. Reservation and dividend policy (discussion)
    2. Declaration of dividend (voting)
  6. Discharge
    1. Discharge of the member of the Board of Management for his responsibilities (voting)
    2. Discharge of the Supervisory Board members for their responsibilities (voting)
  7. (Re)appointment of Supervisory Board members
    1. Reappointment of Mr Douglas J. Dunn as Supervisory Board member (voting)
    2. Appointment of Mr Lodewijk J. Hijmans van den Bergh as Supervisory Board member (voting)
  8. Authorization of the Board of Management to (i) issue ordinary shares and grant rights to subscribe for ordinary shares and (ii) exclude or restrict pre-emptive rights in relation to ordinary shares and rights to subscribe for ordinary shares (voting)
  9. Authorization of the Board of Management to acquire shares in the Company’s share capital (voting)
  10. Any other business
  11. Closing

The agenda for the Annual General Meeting of Shareholders with explanatory notes, the Annual Report 2018, including the annual accounts 2018 and the corporate governance chapter, the proposed Remuneration Policy 2020 – 2023 and the information in respect of the Supervisory Board members to be appointed required to be submitted under Section 2:142 (3) of the Dutch Civil Code, are available for inspection at the offices of the Company, Ratio 6, 6921 RW Duiven, the Netherlands, tel. (+31) 26 3194500, email: info@besi.com, and at the offices of ABN AMRO Bank N.V. (“ABN AMRO”), Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands, tel. (+31) 20 3442000, email: corporate.broking@nl.abnamro.com, and will be distributed free of charge upon request to the Company’s shareholders and others who are entitled to attend the Annual General Meeting of Shareholders. The information is also available on the Company's website: www.besi.com.

Registration
For this meeting the persons who will be considered as entitled to vote and/or attend the meeting are those persons who on Friday March 29, 2019 (the “Registration Date”), after all entries and deletions as at that date have been processed, are registered as such in a (sub)register designated by the Board of Management and who have followed the registration procedure set out below. The designated (sub)registers are the records as at the Registration Date of the intermediaries as defined in the Dutch Giro Securities Transfer Act (Wet giraal effectenverkeer) (the “Intermediaries”). For holders of shares not administered via an Intermediary, the designated (sub)register is the Company’s register of shareholders.

Registration procedure
Holders of shares administered via an Intermediary, who wish to attend or be represented at the meeting, should register themselves via an Intermediary or via www.abnamro.com/evoting on or before Friday April 19, 2019 at 5.00 p.m. with ABN AMRO. The Intermediaries must, no later than on Tuesday April 23, 2019 at 12.00 p.m. (noon), present an electronic statement to ABN AMRO via www.abnamro.com/intermediary identifying the number of shares held by the relevant shareholder on the Registration Date and presented for registration. With the registration, the Intermediaries are requested to include the full address details of the relevant ultimate shareholders in order to be able to verify the shareholding on the Registration Date in an efficient manner. ABN AMRO will send to these shareholders, via their respective Intermediary, a proof of registration which will serve as a pass giving admission to the meeting.

Holders of shares not administered via an Intermediary, who wish to attend or be represented at the meeting, should apply in writing to the Board of Management on or before Friday April 19, 2019.

Proxies and voting instructions
Voting and meeting rights may be exercised by a person holding a written or electronic proxy. Shareholders wishing to make use of such proxy should register their shares in the manner outlined above. A proxy with voting instructions can be issued electronically via www.abnamro.com/evoting to Mr. H.B.H. Kraak of the notary firm Holdinga Matthijssen Kraak no later than on Friday April 19, 2019 before 5.00 p.m. If a shareholder is unable to issue a proxy with voting instructions electronically, a proxy with voting instructions can alternatively be issued in writing.

Proxy forms are available free of charge at the offices of Besi (tel. (+31) 26 3194500 or email: info@besi.com), via ABN AMRO (email: corporate.broking@nl.abnamro.com) and at www.besi.com. The completed proxy form (including the voting instructions, if any), to be sent by the shareholder, must be received no later than on Friday April 19, 2019 before 5.00 p.m. by Mr. H.B.H. Kraak of the notary firm Holdinga Matthijsen Kraak at the address: Apollolaan 153, 1077 AS Amsterdam, the Netherlands, or by fax: (+31) 20 3052609 or email: bk@hmknotarissen.nl. The proxy holder will be required to submit the proof of registration and a copy of the proxy form to the registration desk before the meeting.

The Board of Management
March 15, 2019