ASM International N : Power of Attorney AGM 2022 | 0.12MB PDF

POWER OF ATTORNEY

for the Annual General Meeting of ASM International N.V. (the "Company"), to be held at Monday 16 May 2022, 14:00 CET, at the Van der Valk Hotel, Veluwezoom 45, 1327 AK, Almere, the Netherlands (the "AGM").

The undersigned:

(shareholder natural person)

First name(s): ____________________________________________________________________

surname: ____________________________________________________________________

address: ____________________________________________________________________

postal code and town: _____________________________________________________________

country: ____________________________________________________________________

telephone number: ______________________________

bank: ____________________________

registration number1: _______________________

or

(legal person shareholder)

name: _____________________________________________________________________

statutory seat: _____________________________________________________________________

office address: _____________________________________________________________________

postal code and town: _______________________________________________________________

country: _____________________________________________________________________

telephone number: ______________________________

bank: ____________________________

registration number2: _______________________

(the "Shareholder"), on the record date (18 April 2022) holder of ______________ (number) common shares in the share capital of the Company (the "Shares"),

declares to grant a power of attorney to: mr. Michel van Agt (an independent civil law notary from Loyens & Loeff N.V.) or his legal substitute, with the right of substitution (the "Representative"), to

• 1 The number received from ABN AMRO as proof of registration for the AGM.

• 2 The number received from ABN AMRO as proof of registration for the AGM.

attend and address the AGM on behalf of the Shareholder and to cast votes (electronically or otherwise) on the Shares in accordance with the following instructions set out below3:

Agenda item	In favour	Against	abstain
1	Opening / Announcements	n.a.	n.a.	n.a.
2	Report on the financial year 2021	n.a.	n.a.	n.a.
3	Remuneration Report 2021
4	Adoption of the Annual Accounts 2021
5	Adoption of dividend proposal
6	Discharge of the members of the Management Board
7	Discharge of the members of the Supervisory Board
8	Remuneration Policy Management Board
9	Composition of the Management Board Appointment of Mr. H. M'Saad as new member of the Management Board
10	Remuneration Policy Supervisory Board
11	Composition of the Supervisory Board Reappointment of Mr. M.J.C. de Jong to the Supervisory Board
12	Appointment of the Company's auditor for the financial year 2022
13 (a)	Designation of the Management Board as the competent body to issue common shares and rights to acquire common shares
13 (b)	Designation of the Management Board as the competent body to set aside any pre-emptive rights with respect to the issue of common shares and rights to acquire common shares
14	Authorization of the Management Board to repurchase common shares in the Company
15	Any other business	n.a.	n.a.	n.a.
16	Closure	n.a.	n.a.	n.a.

and declares:

to indemnify and to hold harmless the Representative against any claims, actions or proceedings made against the Representative and against any damages, costs and expenses that the Representative might incur in connection with this power of attorney and to agree that the Representative undertakes any action that the Shareholder could or would be entitled to undertake.

3 If you do not give voting instructions, your proxy shall be deemed to include a voting instruction in favor of all proposals made by the Management Board and/or the Supervisory Board.

This power of attorney is governed by Dutch law. Disputes, if any, with respect to this power of attorney shall be exclusively submitted to the competent Court in Amsterdam.

signature: _________________________________________________________________________ place: _____________________________________________________________________________ date: _____________________________________________________________________________.

Please attach copy of passport or identity card. In case of a legal person shareholder, please also include proof of representative authority.