ASM International N.V.

Annual General Meeting

2024 PROXY - Annual General Meeting ASM International N.V.

ASM International N.V. (the "Issuer" or "ASM")

This proxy card must be received by Citibank, N.A., at the address indicated below, prior to 10:00 A.M. (EDT) on

May 6, 2024 for action to be taken.

ASM International N.V., a company organized under the laws of the Netherlands

Common Shares - Proxy

Annual General Meeting - May 13, 2024 at 2:00 P.M. (CET). The meeting is organized in the Van der Valk Hotel in

Almere, located at Veluwezoom 45, 1327 AK in Almere, the Netherlands.

THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT BOARD OF ASM INTERNATIONAL N.V. FOR

THE 2024 ANNUAL GENERAL MEETING

The undersigned, who is the holder or beneficial owner of record of the Common Shares of New York Registry of ASM International N.V. identified on the reverse side of this proxy card, hereby appoints Benjamin (Gek Lim) Loh, Paul A.H. Verhagen and Hichem M'Saad, and each of them, proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned to represent the undersigned at the 2024 Annual General Meeting to be held on Monday, May 13, 2024, at 2:00 P.M. (CET) in the Van der Valk Hotel in Almere, located at Veluwezoom 45, 1327 AK in Almere, the Netherlands, and at any adjournment or adjournments thereof, and to vote all Common Shares of New York Registry which the undersigned would be entitled to vote if then and there present on the matters and in the manner set forth on the reverse of this proxy card hereby revoking any proxy previously given.

The agenda plus explanatory note and any other meeting documents are available on the Issuer's website atwww.asm.com on the Investors page. The Annual Report 2023 (which includes the Directors Report 2023 and the Annual Accounts 2023) is also available on the Issuer's website atwww.asm.com on the Investors page.

Please indicate on the reverse side of this proxy card how your shares are to be voted. This proxy card must be marked, signed and returned to Citibank, N.A. prior to 10:00 A.M. (EDT) on

May 6, 2024, in order to be counted.

If this proxy card is signed and timely returned to Citibank, N.A., but no specific direction as to voting is marked as to a Proposal, the undersigned shall be deemed to have given a proxy to vote "FOR" all Proposals and as said proxies deem advisable on such other matters as may come before the Meeting.

Agenda

1.

Opening / Announcements

2.

Report on the financial year 2023

2a Report on the financial year 2023

2b Corporate governance structure and compliance with the Dutch Corporate Governance Code

3.

Financials

3a Remuneration Report 2023 *

3b Adoption of the Annual Accounts 2023 *

3c Adoption of dividend proposal *

4.

Discharge

4a Discharge of the members of the Management Board *

4b Discharge of the members of the Supervisory Board *

5.

Remuneration Supervisory Board

5a Proposal to amend the Remuneration Policy for the Supervisory Board *

5b Proposal to amend the remuneration of the members of the Supervisory Board and its committees *

6.

Composition of the Supervisory Board

6a Proposal to reappoint Mr. Lamouche as member of the Supervisory Board *

6b Proposal to appoint Ms. Micki as member of the Supervisory Board *

6c Proposal to appoint Mr. Van den Brink as member of the Supervisory Board *

7.

Appointment of ASM's auditor for the financial year 2025 *

8.

Designation of the Management Board as the competent body to issue common shares and to grant rights to acquire common shares and to limit or exclude any pre-emptive rights

8a Designation of the Management Board as the competent body to issue common shares and to grant rights to acquire common shares *

8b Designation of the Management Board as the competent body to limit or exclude any pre-emptive rights with respect to the issue of common shares and rights to acquire common shares *

9.

Authorization of the Management Board to repurchase common shares in ASM *

10.

Proposal to withdraw common shares held by ASM *

11.

Amendment of the articles of association *

12.

Any other business

13.

Closure

* = voting item(s)

A Proposals

ASM International N.V.

The Management Board recommends a vote "For" all Proposals.

ForAgainst Abstain

ForAgainst Abstain

Proposal 3a

Proposal 6b

Proposal 3b

Proposal 6c

Proposal 3c

Proposal 7

Proposal 4a

Proposal 8a

Proposal 4b

Proposal 8b

Proposal 5a

Proposal 9

Proposal 5b

Proposal 10

Proposal 6a

Proposal 11

B Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.

If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to a Proposal, the undersigned shall be deemed to have directed the Depositary to give voting instructions "FOR" all unmarked Proposals.

If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to a Proposal, the undersigned shall be deemed to have directed the Depositary to give an "ABSTAIN" voting instruction for such issue.

Please be sure to sign and date this Voting Instructions Card.

Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be in full name by a duly authorized officer with full title as such.

Signature 1 - Please keep signature within the line

Signature 2 - Please keep signature within the line

Date (mm/dd/yyyy)

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

ASM International NV published this content on 26 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2024 16:53:14 UTC.