ASM International NV (ASM) Earnings Call Transcript & Summary

May 17, 2021

Euronext Amsterdam NL Information Technology Semiconductors and Semiconductor Equipment shareholder_meeting 105 min

Earnings Call Speaker Segments

Jan Lobbezoo

executive
#1

[Presentation] Good afternoon. Also this year, I welcome you and open the shareholders' meeting today, Monday, the 17th of May 2021. As usual, I will start in English, but the remainder of this meeting will be in Dutch. Except for the presentation of the CEO, Benjamin Loh, at agenda item 2, and also when Benjamin provides an answer to summarized questions. The meeting can also be viewed throughout a webcast. The webcast is both in English and Dutch. There will be a simultaneous translation in English for anyone who doesn't understand the Dutch language. And then I would like to switch to Dutch. Now first of all, let me start with some announcements. First of all, also this year, because of COVID-19 and the health risks for personnel, shareholders and other stakeholders, it has been decided to hold a virtual meeting for our shareholders' meeting. And this is also in line, in fact, with the emergency law that has made this legally possible. The company has, of course, also this year given shareholders sufficient opportunities to attend and to vote virtually in this meeting, either by proxy or during the meeting by using the virtual application. All documents for the meeting were posted on the company's website on March 31. In the notice convening the meeting, which was issued on the same day, it was also stated that the full agenda, with the explanatory notes, the Annual Report for 2020, which includes, among other things, the 2020 management report and financial statements and other attachments, were available for inspection at the company's offices and at ABN AMRO Bank N.V. in Amsterdam. Also, the U.S. proxy card and U.S. notice were posted on the website and sent out. And for the sake of completeness, I would like to mention in addition that the registration date is April 19, 2021. Now on the basis of all of this, let me conclude that the shareholders have been correctly notified in accordance with the Articles of Association and the law, and that therefore, resolutions may be validly adopted during this meeting. And then I would like to inform you that, today, the following members of the Supervisory Board and Management Board are present with me here at the company's offices. Let me mention Mr. Martin van Pernis. He is the Vice Chairman of the Supervisory Board and Chairman of the Remuneration Committee. There is Mr. Benjamin Loh, who is our President, Chairman of the Management Board and CEO; and Mr. Peter van Bommel, member of the Management Board and CFO. And I'm sure, as you know, this is Peter's last AGM as a member of the Management Board and CFO, but I will certainly come back to this later in the meeting. Also present with us is Mr. Michel van Agt, and he is the civil law notary employed by Loyens & Loeff, who will, among other things, take the minutes of the meeting in accordance with Article 26.2 of the company's Articles of Association. Mr. Paul Verhagen will also attend this meeting, and I'm sure as you've seen, Paul has been nominated by the Supervisory Board to be appointed as a member of the Management Board and will subsequently be appointed as CFO of ASM. And as you know, this is a voting item under agenda item 8. Furthermore, the other members of the Supervisory Board are following the meeting via the webcast. They are Ms. Stefanie Kahle-Galonske, Ms. Monica de Virgiliis, and there are Mssrs. Didier Lamouche and Marc de Jong. Finally, let me mention our auditor, Mr. Frederik Croiset van Uchelen from KPMG. He's following the webcast, and he will, later on in this meeting, explain how KPM has conducted its audit of our company. As to any questions regarding the agenda, I would like to inform you the following. As pointed out in the notice of meeting, registered shareholders have had until 3: 00 p.m. on last Friday, May 14, to submit questions in writing via the e-mail address [email protected]. And these questions with the answers are currently on the corporate website. And later during this meeting, we will give you a synopsis of the questions and answers later in this meeting, and some questions may be dealt with in a little more detail. In addition, you will have read in the notice of the meeting that those shareholders who have elected to attend the meeting virtually and to vote real time during the meeting as well as those who have already submitted a question prior to the meeting via the above e-mail address before May 14 can ask follow-up questions during the meeting. [Operator Instructions] And as far as I know, only the Dutch Stockholders Association has asked to be allowed to ask possible follow-up questions over the chat. Shareholders have also been offered the opportunity during the meeting to ask a live follow-up question to an earlier written question via video link. But as far as I know, no use has been made of this option. Any follow-up questions can be asked either in Dutch or in English. The answer will then also be either in English or in Dutch depending on who produces that answer. And incidentally, the answers to follow-up questions will not be posted on the website, but will come to constitute a part of the minutes of this meeting. In accordance with the recommendation 4.1.10 of the Dutch Corporate Governance Code, the minutes of the meeting will be posted as a draft on the website within 3 months, and shareholders will then have 3 months in which to respond. Now as I just pointed out, the meeting will be predominantly in Dutch. Only the CEO's presentation and his answers to questions will be in English. The results of the items to be voted on will be announced at the end of this meeting. So not each time after the conclusion of the items in question, but at the end. And after that, also within 15 days, they will be posted on the company's website. Then before we move on to agenda item 2, let me inform you about the voting. As mentioned, the company has informed you that there were the following possibilities of voting. A, you were able to vote by proxy. And if you've done so, you've already given your voting instructions to Mr. Michel van Agt, who's our civil law notary. And Mr. van Agt will ensure that the voting instructions are carried out. For U.S. proxies issued by New York Registry shareholders, the voting instruction will also be carried lawfully -- carried out lawfully. If you registered for the virtual meeting, then this means that you arrived at the application of Lumi, our service provider via ABN AMRO. And you can follow this meeting via that application. And you can vote throughout the meeting up until the point that we reach agenda item 15. And so you can vote on all individual agenda items throughout the meeting, and I will indicate later in this meeting when the opportunity to vote ends. Now for the sake of clarity, can I just say that at the end of the meeting, I will show you the voting results for all the relevant agenda items. And after these introductory announcements, let us go without further ado to item 2 on the agenda, which regards the report on the financial year 2020. And this is an item for discussion rather than for the vote. And here is our CEO, Benjamin Loh, who will show you a presentation. The Dutch Stockholders Association last Friday afternoon asked 2 questions about this item on the agenda, pointing out that perhaps by chat, they wish to ask follow-up questions using the Lumi application. And so after the presentation of Benjamin Lo, we will answer those written questions that we have received. And as said before, the answers as from today can be found on the website. Any follow-up questions, of course, would also be answered and will be answered live. And let me remind you, please, that the presentation of Benjamin is in English. And I'm happy to give you the floor, Benjamin.

Gek Lim Loh

executive
#2

Good afternoon to everybody who's joining us today. I will dive straight into the presentation to give you a report on the business last year. First, a little bit of cautionary notes regarding our forward-looking statements. I think this is familiar to everybody. Some of the contents that are provided could be a little bit forward-looking, so just a little bit of caution here. And on the agenda, this is what we have prepared for today. I think we would like to update you on the impact of COVID-19, something that has caught all of us to a certain extent by surprise, but we have had to live a bit. Moving on to the business and the results in 2020, which also consists of the financial highlights, which is a summary of all the financial performance. I would also like to share with everyone some of the work that we are doing and achievements as far as environment, social and governance is concerned, touch a little bit on our operational excellence and share with you some of the customer awards that we have won last year. And last but not least, the current trends, longer-term outlook and priorities. I think all of us have had to live to a very challenging times in 2020. For all of us here at ASMI, it was the same, and it was challenging for all of us. Some of the things that actually happened and the impacts are as follows. At ASMI, we place safety as the utmost priority for all of our employees and partners. And I'm glad to inform that we were able to take all the necessary measures to ensure safety. Some of the measures that we took were even more stringent than local government mandates, and I'm very happy that we were able to do that. In terms of putting the health and safety of our employees first, at the same time, we were also able to show a very strong commitment to support our customers in the best possible ways. In some cases, we had to be creative due to not being able to travel. In terms of the market, I would say that the overall semiconductor market showed some poor performance in the earlier part of the pandemic. But this quickly reversed as the pandemic accelerated digitalization trends of working from home, learning from home. And overall, I think 2020 was a healthy year for the semiconductor industry. In terms of our challenges, we do -- we did face challenges in the supply chain and logistics in the second quarter of 2020, but we were still able to work around, find ways to meet the customer requirements in that quarter. And by the time we entered the third quarter, those conditions have largely normalized. So that's something that was good for us. One impact that we faced was the delay in the construction of our new Singapore facility, which was completed in the fourth quarter, but I will touch on that later on as we go on. I think the 2020 was a tough year for the semiconductor industry at the beginning, which then changed into one that was showing healthy growth. So here, I would like to share with you some of the data that we have. One, for our industry, what is really key and most important is wafer fab equipment. That's where we play in, the markets that we play in. And we estimate that last year, we saw a mid- to high-teens percentage growth. VLSI, which is where the data on this chart is taken from, basically has indicated that they saw last year as 18% growth in the market. At ASMI, our growth was strongly led by logic and foundry, where there were significant investments in leading-edge nodes. But at the same time, we also saw healthy growth in the memory sector, which is a smaller market for us. In terms of what this means for ASMI as a whole, total revenue grew 18% last year for us. This is excluding the settlement proceeds that we had in 2019. Revenue growth, as I mentioned, was driven largely by logic/foundry investments at leading-edge nodes, which is where our biggest strength is. We also increased our sales to the memory sector, driven by new application wins, for example, in DRAM. Equipment sales were driven strongly by a double-digit growth in our ALD product line, which continues to account for over half of our total equipment revenue. The spares and service business showed very strong growth for us last year, growing at 29%, which is the highest that we have had so far. In terms of sales to China, we were very encouraged that sales to China for the first time accounted for a double-digit percentage of our total sales. And last but not least, operating profit increased approximately 15 -- 50%, 5-0 percent. A milestone for us was our new manufacturing facility in Singapore. As I mentioned earlier, we had a delay due to stoppage of work caused by COVID-19. So all in all, we had about 6 months of delay. But we finally took over the facility from the construction company in the fourth quarter last year. And very quickly, we were able to transition all the activities, both supporting and manufacturing in the early part of the first quarter of this year. This is a very substantial milestone for us in that it significantly expands our manufacturing capacity. So coming on the heels of the industry ramp, this is very timely for us. It also allows us a lot of flexibility to meet customer demands. In the older facilities, we were constrained by space and had much less flexibility to move things around. And last but not least, the building is designed with sustainability in mind. And we have actually been certified by the local government as being a clean and efficient facility. Now moving to the summary of some of the financial highlights. In terms of net sales, we finished the year just slightly north of EUR 1.3 billion, which was an 18% increase compared to 2019, excluding the settlement proceeds that we had in 2019. Sales were primarily driven largely by very strong growth in our ALD product line, and at the same time, a large increase in our spares and service revenue. In terms of operating results, we finished the year in 2020 at EUR 327 million. We -- as I said earlier, this was an almost 50% increase, excluding the litigation settlement benefit, our proceeds from 2019. This was driven by a strong increase in gross margin for the whole year, increasing from 42.6% to 47%. And net operating margin also increased from about 19.5% to 24.6%. So all in all, a strong operating result for us last year. In terms of net result, we finished the year at EUR 254 million, with EUR 32 million coming from the results of our investments in ASMPT. This chart basically shows you the cash flow bridge. So we started the year 2020 with EUR 498 million cash, and we generated about EUR 119 million in free cash flow, which was a little bit lower than 2019, but this was primarily because of a large working capital in the form of AR that we had in the fourth quarter due to a lot of orders being back-end loaded. At the same time, of course, we spent more on CapEx, from EUR 49 million to EUR 93 million, due to the completion of the facility in Singapore. In terms of returns to shareholders, we paid almost EUR 100 million dividends back to shareholders. And we spent about EUR 67 million doing share buybacks. The dividends that we received from ASMPT amounted to about EUR 16 million. And in the category of Others, which primarily is consisting of FX headwinds and so on, this amounted to about EUR 32 million. So we finished the year net cash at about EUR 435 million. Coming to -- a little bit on shareholder remuneration. This will be the 11th year that we will be providing a meaningful dividend, paying a meaningful dividend to our shareholders. So for 2020, we are proposing to pay a dividend of EUR 2 per share, which is a 33% increase for our regular dividend. We remain -- our policy has always been to be able to pay a sustainable dividend. And 2020, we should be able to do that as well. In terms of cumulative cash returned to the market, since 2010, we have returned about EUR 2 billion to the financial markets in the form of return of capital, dividend, share buybacks. And our policy remains to use excess cash for the benefit of shareholders one way or the other. Jumping to environment, social and governance, some of the work that we have actually been doing over the last couple of years, and also a little bit on the achievements that we have had. So in terms of safety, actually, last year, for the first time, we had a slight increase in safety in the number of injury, let's say, incidents. And we will continue to drive this lower down. But from a safety perspective, we remain one of the industry leaders as far as safety is concerned. And in fact, later on, I will show you that we were given a special award as far as safety is concerned. Greenhouse gas emission. When we started in 2015, we had a target to try to reduce from about 177 metric tons of CO2 down to about -- we had a target of 5%, a reduction of 5%. But over the last 5 years, I think we have achieved a much larger number. And today, we have achieved 17.9% reduction as far as 2020 is concerned. So this is one where we have managed to accomplish what we set out to do. In terms of water consumption, we had a target, initially, a lower target of 10%, which we then bumped up to 45%. And over the last 5 years, we have been able to achieve a 62.5% reduction, moving from 1,886 metric tons to about 700 metric tons. And some of the things that we have done are actually in our facility in Arizona, the U.S., where our facility is located in the Sonoran Desert. Over the last 3 years, we have been able to reduce water consumption by 58 million gallons. And we have actually received awards from the local water company for our performance and our efforts. Landfill is an area that we are a little bit short. We wanted to try to achieve a 90% target to avoid landfill waste. We ended 2020 at 84%, so we are a little bit short. But we are constantly improving and trying to, for example, look at new products where we can reuse packaging. And actually, at the end of the fourth quarter last year, we managed to hit the target of 88%, so we are improving. In terms of energy efficiency standards, 2 of the latest or the newest facilities that we have built, one in Korea and one in Singapore, are both well within the energy efficiency standards of the local government. So that's also an achievement on our side. Maybe in summary, a little bit of the highlights. So we adopted the RBA Code of Conduct in 2012, and have been using it ever since. And last year, we became officially a member of the RBA to cement our commitment as far as the RBA Code of Conduct is concerned. In terms of product packaging, we try to reuse as much as possible the packaging for our products. And I think we were able to reduce about 41 metric tons of waste going into landfill last year. SEAL was an award that we got for water conservation, as I've explained earlier. We also joined industry consortiums in terms of trying to be a responsible leader. And safety is one area where we have a fairly advanced, let's say, standing and in terms of positioning and working with both our customers and our peers. And last but not least, as described earlier, the Singapore facility is certified as a BCA Green Mark facility for efficiency in energy usage and design. Operational excellence. Just very quickly, to share with you some of the awards that we won last year. The first one is the Intel PQS Award for 2020. So this is a very prestigious award that is quite difficult to win. It has a lot of requirements in terms of satisfying assessment, scores at 80% and above, ensuring that we have the right quality, that we are able to support the -- and the right business systems, and that we support Intel in the right way that they require. This award is especially meaningful to us because it comes with distinguished performance in safety. As I mentioned, that's one area that we focus a lot on. And this is actually also the first time that we are winning back-to-back PQS awards, as we won also in 2019. Moving on to some other customers. We were recognized by one of our largest customers, Samsung, for continuing to work with them and support them for 30 years. I think they recognize that we have been a good supplier. And in other areas, we're also awarded for support to their foundry operations, their memory operations, both of which we are increasing our engagement and increasing our business with Samsung as a whole. Last but not least, I will move to the current market trends and also the longer-term outlook. First of all, the current market trends. If we look at what is projected is -- in terms of key applications or end use of semiconductors, the next couple of years looks to be very healthy. And a lot of the growth is actually driven by smartphones. Adoption of 5G smartphones and 5G communication seems to be taking off much faster than what was expected. We also see the secular drivers of data centers, artificial intelligence driving demand as we go into the next couple of years and, of course, also a little bit from the industrial and automotive sector. In terms of the wafer fab equipment, this is another way of looking at the market, which we have categorized by nodes. And when we look at the investments are going into the various nodes, it's very encouraging that the 7-nanometer and below node is going to have a lot of investments over the next couple of years. This is key to us because the advanced nodes is where we have the greatest strength, which is where the ALD and epi technology that we have enables further miniaturization. So that's going to be encouraging and good for us. A little bit on what we shared with our first quarter 2021 earnings report on 20th of April. We see continued healthy spending in 2021 in the logic and foundry space. We have all seen a lot of bullish investments announced by the big semiconductor players on leading-edge investments. Again, this plays to our strength. In terms of memory, this will also probably be a growth year in 2021. Growth will be more in DRAM. And in the analog power sector, which had a hit last year due to the COVID pandemic, since the end of last year, in the fourth quarter, we have seen recovery, and the recovery is going -- is continuing into this year. So this year should be a fairly strong year in terms of recovery for the analog power market sector. And for China, despite the ongoing uncertainties, the restrictions from the U.S. government, our sales continued to develop in a healthy way in the first quarter. One of the reasons being that we have managed to broaden our customer base, so we are not as dependent as we were in the past on a specific sector. We sell to almost all the different sectors' customers. Moving a little bit on to the actual guidance itself. For Q2, on a currency comparable level, we guided revenue to be between EUR 390 million to EUR 410 million, bookings to be between EUR 420 million to EUR 440 million. Based on what we know as far as the current market developments are, we think that the wafer fab market is going to grow by high teens to low 20s percentage this year. And based on our current view, we expect sales in the second half of this year to be at least at the same level as in the first half of this year. All of this added together is basically going to make 2021, again, a very -- another strong year of growth for ASMI. Lastly, the longer-term outlook priorities. When we look at the longer-term outlook, we think that it remains healthy. We think that advanced node capacity, driven by secular data growth drivers, data centers, 5G and so on, will continue. And we have seen a lot of the major players committed to developing the next advanced nodes and also committing to invest in high-volume manufacturing. For us, ALD is very key. We are not only the market leader, but this is more than half of our total equipment revenue. In 2020, we see that the ALD market probably reached a size of USD 1.5 billion. But we do expect that over the next couple of years, this is going to grow even more. And we are in the process now of trying to quantify this. As we have seen over the last couple of years, ALD continues to be an enabling technology as we go down Moore's Law. And we have seen that from node to node, usually, we see a double-digit increase percentage in terms of applications, so that's driving the ALD market bigger. And ALD, by and large, should be the fastest-growing segment of the overall deposition market into the next couple of years. Strategic priorities. The priorities that have been set for the company over the last couple of years is the right one. But we do have to step up certain capabilities and improvements as we prepare for the next phase of growth. We are also working to increase the addressable market for us in ALD, not just in growing the logic/foundry market, but also in broadening our reach and increasing our served available market in the memory sector. We are driving structurally higher sales in other products, such as in epi, which we look at as a second leg of growth for us. And in the smaller markets or smaller products of furnace and PECVD, we continue to invest and play in targeted niche opportunities. And finally, we look at spares and service as a business that has considerable growth opportunity, especially in expanding our offering of new outcome-based services. One of the key priorities for the company is expanding R&D engagements. We continue to focus on strengthening our R&D engagements with key customers. We have so many opportunities in front of us and a lot of customer pull, so we are further driving up our R&D spending. And at the same time, for this year and potentially going into next year as well, we're going to invest in expanding and upgrading of our labs facilities so that we can do more engagement as we see more pull and more opportunities coming from the customers. Last but not least, I think we are very well positioned for long-term growth in terms of strong traction with new products and applications, and we have great engagements with customers. We are starting from a smaller or lower memory position, but we are gradually and steadily increasing that, especially when we get into the next and next, next nodes. We are growing our customer base in epi as we qualify our tools in more and more applications. The expanded capacity of our new state-of-the-art Singapore facility is going to help us a lot in terms of managing and having enough capacity to support the ramp that we are seeing today. That's the update for me. Thank you very much.

Jan Lobbezoo

executive
#3

Thank you, Benjamin, for your presentation. And this means that under this item of the agenda, we will talk about 2 questions that have been submitted by VEB, the Stockholders Association, through the e-mail address. The first question is about supply chain management. With respect to supply chain management, ASMI explicitly chooses to limit the number of suppliers, as can be read in the 2020 management report. Can the company indicate whether the pressure on the supply chain, on the one hand, or the experiences from the COVID-19 pandemic have caused any changes in this strategy? I would like to provide you with the answer through Benjamin Loh. And he has the question in English and he will answer the question in English.

Gek Lim Loh

executive
#4

The number of suppliers is primarily our continuous focus 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-19, especially in the second quarter of last year due to border closures between Singapore and Malaysia, which led to some delays and shortages of components from our suppliers, that's something that we look at as part of our, again, continuous assessment, risk 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, having some suppliers do self-audits, RBA 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.

Jan Lobbezoo

executive
#5

Thanks for the answer, Benjamin. And then let me move on to the second question, which was asked by the VEB. And it is, both Gartner and VLSI have tripled or doubled respectively their growth forecasts for the favor -- wafer fab equipment market in just a few months. And ASMI's outlook for this year is reasonably in line with these forecasts. How much flexibility does ASMI see in its own operational activities and those of suppliers to be able to cope with a further increase in the growth rate? And also, this question was translated into English.

Gek Lim Loh

executive
#6

Yes. As I shared in the report earlier, I think the increased capacity that we have moving into our new facility in Singapore has come at a very good timing as the industry starts to ramp. So in terms of internal capacity, we have enough capacity, as we have also outlined in our earnings call in April for the first quarter. In terms of the supply chain or the suppliers, we're also taking, I would say, a longer-term view and making sure that they will be able to supply us. There will be some tightness in the supply chain, but at this moment, we do not foresee any major issues.

Jan Lobbezoo

executive
#7

Okay. All right. Well, let me see if there are any follow-up questions. And I see that the VEB has given us 2 brief questions to follow up. And the first is, and let me do this in English. Position in the memory market for a couple of years now. Can you give some color on the establishment of this matter and provide some targets for the near future? I think, again, Benjamin.

Gek Lim Loh

executive
#8

Sure. As I've explained, we are starting from a slightly lower level in terms of the -- or let's say, a lower level as far as the memory sector is concerned. We are very strong in the logic/foundry area, and we will continue to ensure that we have a leading position there. In terms of the memory sector, I think what we have done over the last couple of years has been to engage with customers on the new applications, the advanced nodes. And this is starting to bear some fruit for us, especially in DRAM area, where we have seen the engagements that we have with all the DRAM manufacturers, for example, leading to adoption of our ALD equipment for high-performance DRAM. So that's something that is happening now and actually still happening. Over the next couple of years, we do expect that the R&D engagements that we are doing or have been doing for the last couple of years with the memory customers is going to lead to a higher share of wallet and also a higher served available market for us going forward. So we are quite encouraged and happy with the progress that we are making in expanding our memory market sales.

Jan Lobbezoo

executive
#9

Thanks, Benjamin. There is another follow-up question of the Stockholders' Association of the Netherlands, which is, ASMI is not very generous in giving quantitative segment information through market shares, et cetera. Do you think shareholders can understand the developments at the company well enough without these data? Would you consider giving some more segment information in future reporting? I'm inclined to ask Peter van Bommel to answer that question.

Peter van Bommel

executive
#10

I am happy to answer that question. The segment information naturally is something that we look at on a regular basis. And please realize that relatively speaking, whereas semi-large or averagely large company, I won't call it a small company, of course. But giving more detailed information is bad, also, we think, for our competitive position because it gives people insights on the market. But also competitors get insights from us, which they would be to share with the market as well. And so for now, we decided not to give further segmented information than that which we give you today, which splits between ASMPT and ASMI information.

Jan Lobbezoo

executive
#11

Thank you. And then a final question for you. Mr. Loh, thank you very much for your presentation. Results are impressive. Being CEO for one year, could you give us some insight on your biggest headache regarding ASMI operations and the near future?

Gek Lim Loh

executive
#12

Actually, having been here for one year, I would say that my biggest headache has been not being able to travel. As the new CEO, you want to be able to travel, meet your colleagues, meet the customers. Unfortunately, that has been very, very difficult. And I'm really looking forward to things getting better. I also get vaccinated next week, which I'm looking forward to it, and looking forward to being completely vaccinated so that I can travel to all the locations where we have business and try to meet our customers face to face. That actually has been, for me, the most difficult part of being on the job for the first year.

Jan Lobbezoo

executive
#13

Okay. Thank you. Thank you very much, Benjamin. And then I think there are no further questions, and so we can move on to agenda item 3. But before we go there, let me say the following. This is as to the number of capital shares at registration date, 49,797,394. And on that date, there were 1,242,802 shares in treasury. And so 48,554,592 shares are there for your votes. And prior to this meeting, 33,797,795 shares became registered. And this is simply for your information. Now let me move on to agenda item #3, and that concerns the remuneration report for the year 2020, and this is an item you can vote on. And this point consists of the remuneration as has been implemented. And of course, we have the Chair of the Remuneration Committee to tell us about this. He is Mr. Pernis, and how it was applied. An overview can also be found in the annual account. And on Pages 90 through 96 of the 2020 Annual Report, you can find that information about the implementation of the remuneration policy. And for this item on the agenda, the VEB also asked 2 questions last Friday. They are already on the website. But after the presentation that we hear presently, they will be discussed by Mr. Pernis. Martin, might I ask you to take the floor?

Martin van Pernis

executive
#14

Jan, thank you very much. This is my pleasure. And I'm sure you have the slide before you now. And as you can see, in conformity with the remuneration policy, we have 2 elements in our variable remuneration. And for details, look at the policy in our website. And this was adopted in the earlier meeting last year, of course. Our CEO, Mr. Loh, who came on board in May last year, gets a base salary of EUR 636,000. The short-term incentive has a number of elements. In the book here, sometimes, this goes below. And sometimes, in a financial year, it goes above target or on target. And a part of the targets of -- applicable were 25% personal targets, were already achieved this year almost completely both by the CEO and the CFO. And this year, those targets mainly had to do with internal control on quality, internal expenses and costs and a number of other elements. And the targets for both CEO and CFO were completely achieved, as I said, and resulted as such in a sum of EUR 448,000 for the CEO and EUR 452,000 for the CFO. And let me call then your minds that the CEO had an incomplete financial year, hence, that sum is a little lower. Now for the current financial year, and this is maybe significant for you, the percentage of the nonfinancial targets was divvied up into 12.5% for ESG targets and 12.5% for strategic targets. And this equally both for the CEO and the CFO in view of the significance of both these targets. The second part of remuneration, variable, is a long-term incentive. And this regards long-term results of the company. And at this point in time, this is related to the relative market share in the sector. So you might say sales or revenue in the sector and the results. And each time, we look at a period of 3 years for this. The monetary value of this incentive is converted into shares, and they do not vest until 3 years later. And so it's clear that this is exclusively for the CEO in 2020. And in view of the relative performance of the company compared to the peer group, practically, the maximum targets were achieved in this respect. And this resulted, again, for the CFO 9,008 shares. And in 2020, the CFO, and this regards earlier assignments, 13,512 shares vested. And then at the bottom of this slide, you see the so-called pay ratio. The CEO pay ratio is the ratio between the income of the CEO compared to that of the average employee. You see that in 2019, this was a little higher at 31, and this year, 27. But what plays a part here is also the partial year for our CEO in the past year. So this concludes my explanation of this.

Jan Lobbezoo

executive
#15

Okay. Then outstanding answers to the 2 questions of the VEB. The first question is the annual report states that Mr. Benjamin Loh has been awarded performance shares for EUR 1,039,500 with reference to the renewed remuneration policy 2020. Now might you indicate how this variable remuneration was established? And how it is in line with the aforementioned remuneration policy and provide clarity about the targets achieved? Martin?

Martin van Pernis

executive
#16

Yes. In line with ASM's remuneration policy 2020-2023, Mr. Loh was awarded 8,087 performance shares, at -- based on at targets, so nominal, you might say, and this is at 165%. Then he received them July 29, 2020. And they represented, at that time, a fair value of EUR 1,039,500. And these shares are conditional and will only vest after 3 years, of course, when the LTI targets have actually been realized. And those LTI targets, and I mentioned this in my explanations just now, are related to revenue growth compared to market and average EBIT, average results.

Jan Lobbezoo

executive
#17

Okay. And then question 4 of the VEB is this. ASMI's remuneration report provides shareholders with insufficient insight into performance targets and the ultimate score on these targets per individual performance criterion. Can shareholders count on the 2021 remuneration report to contain additional information about the implementation of the remuneration policy, and thus, to better align with the shareholders' directive and the associated guidelines? Martin, can I ask you to answer this?

Martin van Pernis

executive
#18

Indeed. Yes. Now the performance criteria are included in the remuneration policy, and this is available on the website. And again, this is what you adopted last year at the AGM. And this applies for both the short-time incentive, STI or STIP, and for the long-term incentive. And for the LTIP, the realization is the weighted average of the realization on the 2 performance criteria. And they were, as I mentioned earlier, the sales growth compared to the market and the average EBIT percentage. Now the bonus of the management board is a combination of company financial targets, that is that 75% then. And this is sales, EBIT and free cash flow. And then the nonfinancial targets, which change from year-to-year, and that constitutes the 25%. And of course, those nonfinancial targets are derivatives from ASMI's strategic and organizational priorities. And they include qualitative targets that are relevant to the responsibilities of the individual management board member concerned. And I already indicated the targets for 2021 just now. ASMI does not disclose the details for each of the respective performance criteria. And perhaps you can imagine that, in view of the small size of the market in numbers of companies and numbers of clients, there is very readily commercially or competition-sensitive information included in such disclosure. But I promise you that we will take another look at what we might disclose without coming to such commercially or competition-sensitive themes.

Jan Lobbezoo

executive
#19

Okay. Thank you. We have a follow-up question. Thank you for the answers regarding remunerations that have appeared on your website. Is it correct that for the base salary, in awarding performance shares to Mr. Loh, you assumed a full financial year despite of the fact that he was not here for the full financial year? Can we see this as a discretionary power of the Remuneration Committee?

Martin van Pernis

executive
#20

That does not apply to the criteria of Mr. Loh, and you can see that because these amounts are all lower because he wasn't here for the full financial year.

Jan Lobbezoo

executive
#21

Yes, clear. Thank you. Then as far as I can see, there are no further questions regarding this item, which means that we can continue. And I would like to inform you that, in accordance with Section 2 135b sub 2 of the Dutch Civil Code, the general meeting of shareholders may cast an advisory vote on the remuneration report 2020. So yes, the report. Shareholders who are using the possibility to vote electronically during this meeting through the Lumi application can now cast their vote if they wish to do so. And as I have said, you can vote on all voting items. This will be possible until we reach item 15 on the agenda. This is the moment when I will close the vote under item 15 of the agenda. As of now, I will not ask again whether you wish to cast your vote because you can. [Voting]

Jan Lobbezoo

executive
#22

Let's now move to item 4 on the agenda, which is the adoption of the Annual Accounts 2020. The annual report was audited and approved by KPMG as the external auditor -- or company's accountant. And VBDO, the Investors for Sustainable Development, has asked a number of question. And our partner, of course, KPMG will now take the floor. And he will present the audit and the unqualified opinion that they have issued. Frederik, the floor is your -- Frederik is here online, and he has prepared some slides that he will talk about.

Frederik Croiset van Uchelen

attendee
#23

My name is Frederik Croiset van Uchelen. I'm the external auditor of KPMG, responsible for auditing the financial statements of ASMI. This presentation, of course, follows the structure of our unqualified auditor's opinion that you can find in the annual report. And I have the following slides for you. So we have audited the consolidated financial statements and the company financial statements. And of course, we have also looked at the consistency of executive board reports and other information with financial statements, and whether it contains information as required by the Dutch Civil Code. And we see no substantive flaws at all. Please go to the next slide. Our audit approach, we need to look at a number of elements, our risk assessment and, of course, determining the materiality. As part of our audit, we have made a risk assessment of possible areas in which risks or material mistakes, substantive mistakes in the annual accounts could be caused by a mistake or by fraud. In our unqualified opinion, we have included details about specific risks and how they are assessed and also compliance with regulation. So for the audit of the Annual Accounts 2020 of ASMI, the materiality was set at EUR 15 million, which was 4.5% of result before income taxes. So any differences larger than EUR 750,000 were reported to the Management Board and the Supervisory Board. So then mentioning the key audit matters, as included in the unqualified audit opinion. Two key audit matters, which are similar to last year. We have identified a key audit matter based on revenue recognition because of the financial impact and complexity of the industry. It is a risk that assumes possible fraud and management intentionally not reporting on certain revenues. The second key audit matter relates to the accounting for capitalized development costs. We included it as a key audit matter because it could have a financial impact. And assessing who is involved and, of course, the complexity of the matter, being able to assess whether to what extent certain criteria have been met in the industry. And then as part of that risk assessment, we, of course, conducted certain activities looking into compliance, of course. And we specifically looked at activities related to trade compliance and related expert control and cybersecurity. And then next slide. Because of the structure of the financial organization and the service center in Singapore, we are able to execute everything from the central office. So we have central auditing activities for the most important operations in Japan, Korea, the Netherlands, Singapore and America. These operations are audited together with the shared service center and also using activities executed by local partners. We also use non-KPMG accountants of ASMPT, of course, as part of our auditing activities. Then we looked at the activities of the local accountants, both in Singapore and Hong Kong, and we did that online. We also had several calls and meetings. And we talked about the local auditing approach and also identify significant risks, conducted activities and possible findings. All local accountants that did activities for the purpose of the auditing of the consolidated annual statements all did their work in concordance with our instructions and under our supervision. Then in relation to the implications of COVID-19, I would like to add the following. As part of our initial scope, we, of course, try to visit locally in Hong Kong and Singapore, but this was unfortunately not possible. And we took additional measures to make sure that we could support these teams through several calls, as discussed and presented to you throughout the year and also at the end of the auditing process, and we assessed their activities. This is the end of my presentation regarding our activities in relation to the auditing of the financial statements. And we have issued our unqualified auditor's opinion. Thank you for your attention. Mr. Chair, the floor is yours.

Jan Lobbezoo

executive
#24

Thank you, Frederik. Thank you for talking to us. I think that was very clear.

Jan Lobbezoo

executive
#25

And this is why I want to continue with 4 questions that were asked by VBDO, the Investors for Sustainable Development. They did not submit those questions unfortunately through the e-mail address. Nevertheless, we will answer their questions, but no follow-up questions will follow. So the questions were post in English and will be answered by Benjamin in English too. First question is transition to a circular economy. Economy will be an essential strategy for managing the limited availability of raw materials, as is made clear by the World Economic Forum. VBDO values that ASM is already reporting quantitatively on its efforts to become a more circular company. VBDO would like to emphasize the importance of reporting on this issue and quantitative better as well. And this will allow the organization to track its progress and communicate its efforts clearly towards the various stakeholders. Can ASM International start reporting quantitatively on the life span, refurbishing and recycling of its products? Benjamin, could I ask you to give that answer to this question?

Gek Lim Loh

executive
#26

Thank you, Jan. At ASMI, we are already tracking progress, I would say, quantitatively in terms of the reuse of packaging materials. If you remember, one of the items that I referred to in my presentation was the reduction of landfill waste due to reuse of packaging materials of 41 metric tons. So that's one way that we are tracking that and something that we continue to do. For example, last year, we successfully piloted the -- together with one of our customers, we successfully piloted the introduction of repackaging materials for one of our products. So this is something that we will continue to do and also track our progress quantitatively.

Jan Lobbezoo

executive
#27

Okay. Then the next question is, ASM is performing due diligence in its supply chain, for example, through the use of RBA self-assessments and audits. VBDO would like to compliment ASMI with its research into living wage and forced labor in the supply chain. Several aspects of ASM's due diligence are however still unclear to the VBDO. Specifically, VBDO would ask -- would like to ask ASM to provide more insight into its due diligence measures, its findings and its corrective actions. This more comprehensive disclosure would, for example, include a number of audits performed, the number of noncompliances found and the amount of mitigation plans executed. Again, Benjamin, I would like to give you the word.

Gek Lim Loh

executive
#28

Thank you. We currently follow strictly the RBA process of assessing our suppliers, both the critical and strategic suppliers. And we have a commitment to the RBA Code of Conduct. And we also ensure that our suppliers have a compliance to the RBA Code of Conduct. And this comes in various forms such as self-assessments, et cetera, as defined by the RBA process. In terms of conflict mineral assessment, we also do this on a yearly basis with our critical and strategic suppliers. And at the same time, we are also following and active in the Responsible Minerals Initiative.

Jan Lobbezoo

executive
#29

Okay. Thank you. And then there is a last question from VBDO about diversity. This question was, VBDO notes that, for the fifth year in a row, the percentage of female employees is 15%. Currently, stakeholders do not have insight on the distribution of female employees throughout the organization. Could ASM report on the representation of women in different roles, such as R&D and administration and management? VBDO would like to emphasize that increasing diversity is not just an ESG issue, but it's also clearly correlated with financial results. Additionally, can ASMI commit to targets -- to setting a target for the ratio, male/female employees in the entire organization? Benjamin, this is the last question of VBDO. Could you please provide again an answer?

Gek Lim Loh

executive
#30

Sure, Jan. At ASMI, we consider diversity to be more than just an agenda. We look at background, we look at nationality, ethnicity, age, skills, experiences. So it's for us a much wider, let's say, array or basket of topics. We do agree with the VBDO about the importance of diversity. And as we continue to grow and scale our company, that's something that we, of course, would focus on. And we will definitely look at diversity from the various, let's say, factors that we -- that I've just described and try to do as much as possible going forward.

Jan Lobbezoo

executive
#31

Okay. Thanks. Now that these questions have been answered, and I see here that we seem to have skipped a question of the VBDO. Our apologies for this. Let's go to it. And that was its second question, and it is, failure as the most impactful risk to businesses. VBDO notes that ASM has indeed set a concrete climate goal: lowering the intensity of GHG emissions in Scope 1 and 2. However, ASM's absolute Scope 1 and 2 emissions have been rising since 2014, and the percentage renewable used has been decreasing since 2016. Will ASM publish a more ambitious target which ideally include the Scope 3 emission? Will this target be approved by the Science Based Targets Initiative? And if not, what can stakeholders expect from this certification? Again, I'm -- my excuses that I oversaw this question.

Gek Lim Loh

executive
#32

Sure. Sure, Jan. One of -- so the answer to your question on the percentage of renewables usage are actually decreasing is -- since 2016 is because of our facility in Korea. So it is a facility that came online in 2019. That has both R&D, product development and also manufacturing, that was not there before. So that leads to a larger consumption of electrical energy. And coupled with the fact that, in South Korea, the availability of renewable energy is limited. So that is the reason for the decrease. From our focus point of view, we want to make sure that going forward, in all of our locations, we will try to maximize usage of renewable energy as much as possible. One example for -- to share with you is that our headquarters in Almere is now 100% using renewable energy. And that's something that we will also going forward to be trying to do for the other locations. In terms of the -- addressing the Scope 3 emissions, I think our focus for the time being is going to be trying to accelerate the progress on our Scope 2 greenhouse gas emission. So that is going to be our focus going forward in the near term.

Jan Lobbezoo

executive
#33

Okay. Thank you. I think now all the questions have been answered and there no any further questions. I would like to move to the next agenda point. And that next agenda point is agenda point 5, which is about the adoption of the dividend proposal. The company proposes to pay a regular dividend of EUR 2 per ordinary share. And no questions have been asked about this topic. And so let me conclude that this voting item has been discussed sufficiently, and we move on to the next item on the agenda. And again, you can vote on this or you may have voted on it already. [Voting]

Jan Lobbezoo

executive
#34

The next item regards the discharge of the members of the Management Board and the Supervisory Board. And this is also a voting item, as I'm sure you are aware. We will deal with these items together because it's discharge for the members of the Executive Board and the Supervisory Board, but they are 2 separate voting items for you. In accordance with Article 30 Paragraph 4 of the Articles of Association, it is proposed through the general meeting of shareholders to grant discharge to the members of the Executive Board and the Supervisory Board for the performance of their duties in the 2019 financial year. No written questions have been received on this. And so also this voting item has been adequately discussed. And we can move to the next agenda item, which regards #8, the composition of the Management Board. Now as I'm sure you were able to read, and this is what we told you before as well today. This is the final AGM of Mr. Peter van Bommel as member of the Board and a CFO. And I would love to take this opportunity to briefly thank Peter, who in -- has served us in -- for so many years and now wants to take retirement. Peter served the firm 11 years. He came on board 2010. And what he found was a company that was rather different from what it is today. And in those days, we had just climbed up from a very difficult period in which the activist shareholders were trying to partly take over our company. No good results were being shown. And there were other activist shareholders who were ready to split the company up in those days and wanted to impose structures on the Board of Management which were completely not in line with the policy of that Board of Management. And so he arrived in a difficult period. And we had also just started the restructuring of the company in those days, the -- putting together all the manufacturing in a single center, for example. And there was a significant review going on of our portfolio. And the cost structure, financial structure of the firm could really [ book some ] improvement. And so he came on board. He looked at it all and then did a wonderful job, we think, taking us further. And he strongly promoted progress. He leaves wonderful financial structure with much better cost structure. The company in its totality collaborates much, much more than before. And what we, as Supervisory Board, have appreciated very much indeed in Peter is that he was such an active participant, helping the boards think, participating in strategy discussions and activities. And it is really also due to him that this firm is now at a stage that is much more promising, much better. And together with his colleagues, he created wonderful shareholder value in the terms of a stable dividend, additional dividend, share buybacks, very positive developments for the share price. And what's been said before is that we ended up in the AEX of the Dutch Stock Exchange. And I think Peter can be rightly proud for having to brought the firm to where it is and that he can leave it in this particular state. But he's expressed his desire to take retirement and spend a little more time on his family and other matters. And once again, Peter, on behalf of the Supervisory Board, and I fully assume, also on behalf of all the shareholders present with us today and all the other shareholders as well, we thank you most warmly for your contribution and wish you every, every good luck in your future activities. And as a small sign of our appreciation, here's a bunch. We'd like to offer you these flowers.

Peter van Bommel

executive
#35

Lovely. Thank you. Lovely. Jan, thank you for those warm words, which are greatly appreciated. And when in 2010, I came on board at ASMI, it was in a very different stage. It is true. It had value at the time of less than EUR 1 billion. And the so-called front-end value that we're so proud of today with ALD and epi, for example, is a good example, so it was negative at the time. And the share was really responding to fluctuations in the share price of ASMPT. And as you pointed out, dividends and dividend payments were not standard. And now, as Benjamin also just said in the presentation, we are paying for the 11th time, an increasing dividend over the years. And our share in ASMPT [ has halved but ] the value of ASMI has now gone up to over EUR 10 billion. And this big change, these big changes could not have taken place without the support of all stakeholders, first of all, our staff who ensured that many attractive new products and services could be offered to our clients. And it's important, of course, also to mention the clients. So the customers, they are having to accept those products, which is something they have done increasingly over the past years. New customers have come to us, which are very attractive for us. And they've given us opportunities to sell those products to them. We also owe thanks to our suppliers, and they've helped us scaling up our activities. And the stockholders, associations, representatives asked questions about this today. And I think it's very important to keep saying that we cannot do this, we cannot have all this fun that we're having these days without the support of the total value chain. And finally, let me thank our shareholders because they, over the years, have expressed their trust in ASMI. And what remains is to thank everybody for your contribution. Thanks to you, ASMI has become the company it is today, and I wish you good luck for the future.

Jan Lobbezoo

executive
#36

Thank you, Peter, for those kind words. And once again, it is going well. And let's continue then on this item of the agenda. Because as a successor for Peter van Bommel, the Supervisory Board in accordance with Article 18.1 of the Articles of Association, we propose to appoint Mr. Paul Verhagen for a period of 4 years, and he -- that term will end at the end of the AGM 2025. The Supervisory Board has therefore drawn up a binding nomination in accordance with Article 18.1 of the Articles of Association and Article 133 of Book 2 of the Dutch Civil Code to appoint Mr. Paul Verhagen as a member of the Management Board. And upon his appointment to the Management Board as per June 1, he will also be appointed as Chief Financial Officer. Now you've been able to see in our explanatory notes the proven track record and background of Mr. Verhagen in Dutch-listed companies and electronics and semiconductor industries. And I'm sure he can move on, on the path left behind and he will be able to make a significant contribution in the next phase of ASM. And we have asked Paul to make a very brief introductory video of himself to introduce himself to you, which is what we would like to show you now.

Paulus Antonius Henricus Verhagen

attendee
#37

Good afternoon. I'm Paul Verhagen. I'm 55 years old. I have the Dutch nationality. I'm married, and I'm a father of 3 sons. The ASM Supervisory Board has nominated me to join the ASM Management Board and to become CFO of the company. As today's AGM is conducted virtually, I would like to give a brief introduction of myself through this short video. 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 have been provided with experiences in treasury management, in display components, in health care, in consumer electronics, consumer lifestyle and Philips Lighting. These experiences have also given me the opportunity to live in many places, like Taiwan, Mainland China, Hong Kong, Silicon Valley and Boston. And furthermore, I've been a non-executive supervisory board member at LG.Philips LCD, which is a listed company, and nowadays called LG Displays. 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 geo-data-related advice to its clients. Fugro is listed on Euronext Amsterdam. At today's AGM, I would very much appreciate your endorsement and approval for my nomination to join the Management Board of ASM and to succeed Peter van Bommel. ASM is a great company and its 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.

Jan Lobbezoo

executive
#38

Okay. Thank you. Thanks. I think it was a very interesting little video. 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 compensation 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. Stefanie Kahle-Galonske as a supervisor of ASMI. And of course, according to the rotation schedule, the term or mandate of Ms. Kahle-Galonske 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 Kahle-Galonske 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 Principle 2.2.2 (sic) [ Article 22.3 ] of the reviewed code. Ms. Galonske has been the Chair of the Audit Committee for several years now and will continue her activities in this 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. 11(a) is the designation of the Management Board as a competent body to issue common shares and rights to acquire common shares. It is the designation of the Management Board and is limited to a maximum of 10% of the outstanding share capital of the company on the date of this Annual General Meeting. And then that concludes 11(a). And we have 11(b), which is the designation of the Management Board as a competent body to set aside any preemptive rights with respect to the issue of common shares and rights to acquire common shares. This is also a voting item and concerns excluding any preemptive rights. According to Article 7.5 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 item 11(a) 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 has no questions 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 Article 34 of the Articles of Association of the company, the Management Board and the Supervisory Board propose to amend the Articles of Association. On the 1st of 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 one 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 of treasury shares. So the buyback share program of EUR 100 million that was announced on the 25th of February last year was finalized on the 2nd of 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 manage more. Therefore, the proposal is to withdraw 500,000 shares. Again, this is a voting item. We did not receive any questions. And I 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 had the opportunity to vote electronically, you still have one minute left to conclude your votes. After that one minute, I will close the vote, which means that we can then show you the total voting results. So let's take a moment of peace and quiet. [Voting]

Jan Lobbezoo

executive
#39

I think time is 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%; against, 13.15%; with 1,516,523 abstentions. And so this motion was carried. Agenda item 4: in favor, 100% of the votes; but there were some 250 votes against; and 134,201 abstentions. Again, this has been adopted. Agenda item 5, here, we have 33,671,768 votes in favor, which constitutes 99.68% of the total; 0.32% against; and some 1,410 abstentions. Motion carried. Agenda item 6: in favor, 98.49%; against, 1.51%; and 176 -- well, almost 177,000 votes which were abstentions. Motion carried. Agenda item 7: 98.5% 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% in favor; 0.26% against; and 72,624 abstentions. Again, adopted by the AGM. Agenda item 9: 99.89% in favor; 0.11% against; and almost 80,000 abstentions were received. Also, this motion has been carried therefore. Agenda item 10: 100% in favor, or rather 33,748,832 votes, almost 100%; 270 votes against; and 30,510 abstentions. Item and so carried. Agenda item 11(a): 98.94% in favor; 1.06% against; with 1,540 abstentions. Again, this has been adopted. And then we have 11(b). Also here, 98.29% in favor; 1.71% against; and 1,610 abstentions. So both 11(a) and (b) have been adopted. Then the final 3 items on the agenda which required a vote. They are #12, and we received 99.39% of the votes in favor; 0.61% against; and 92,588 abstentions. And so this has been carried. Moving to agenda item 13: 33,776,491 votes in favor, almost 100%; with 750 votes against; and 2,371 abstentions. Also, this item has therefore been adopted. And finally, #14: 33,776,131 votes in favor, again, almost 100%; 875 votes against; and 2,606 abstentions. So also agenda item 14 has been approved. And this then was the total result of the vote. And then under item 6 (sic) [ item 16 ], closing. But as I said before, this is 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 -- Audit 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 Bommel 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, I hand over that virtual Chairman's hammer to Martin van Pernis. He was already Vice Chair of the Supervisory Board, and he takes over for 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 for me that Chair's hammer and close the meeting?

Martin van Pernis

executive
#40

Thank you. Yes. Yes, indeed. And everything has been virtual since COVID, even the hammer. But I will use this opportunity, please, on behalf of the entire Supervisory Board to thank Jan Lobbezoo for his role, has 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're already Jan and Peter gave you a wonderful overview of that great development. And with this great knowledge of the semiconductor industry and his broad financial experience in big international companies to boot, many of the members on this Board served like him at Philips. Jan was a great contribution and support to the Boards. 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 online, bear with us because I will be back, but let me hand some flowers to Jan's wife. And then finally, maybe about myself. In 2010, you appointed me in the Supervisory Board, and you reconfirmed this in 2014, '18 and '20. And so those who are calculating will have understood that my service ends in 2022, which is a year from today. Now the complete Supervisory Board have asked me to take on the role of Chair in this final year. And although this is my third 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, the closing. And unfortunately, again, this year, we cannot chat over beer or a glass of wine and have the unavoidable [ Bitterballen ]. 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. [Statements in English on this transcript were spoken by an interpreter present on the live call.]

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