STMicroelectronics N : 2023 AGM - Convocation Notice

2023 Annual General Meeting of Shareholders

STMicroelectronics N.V.

CONVOCATION

The Annual General Meeting of Shareholders ("AGM") of STMicroelectronics N.V. ("the Company"),

established in Amsterdam, the Netherlands, will be held on 24 May 2023 at 11:00 a.m. (CET) at the hotel Waldorf Astoria Amsterdam, Herengracht 542-556, 1017 CG Amsterdam, the Netherlands.

Agenda

• 1. Report of the Managing Board on the Company's 2022 financial year (discussion item)

• 2. Report of the Supervisory Board on the Company's 2022 financial year (discussion item)

• 3. Remuneration Report (advisory vote)

• 4. Adoption of the Company's annual accounts for its 2022 financial year (voting item)

• 5. Adoption of a dividend (voting item)

• 6. Discharge of the sole member of the Managing Board (voting item)

• 7. Discharge of the members of the Supervisory Board (voting item)

• 8. Approval of the stock-based portion of the compensation of the President and CEO (voting item)

• 9. Re-appointment of Mr. Yann Delabrière as member of the Supervisory Board (voting item)

• 10. Re-appointment of Ms. Ana de Pro Gonzalo as member of the Supervisory Board (voting item)

• 11. Re-appointment of Mr. Frédéric Sanchez as member of the Supervisory Board (voting item)

• 12. Re-appointment of Mr. Maurizio Tamagnini as member of the Supervisory Board (voting item)

• 13. Appointment of Ms. Hélène Vletter-van Dort as member of the Supervisory Board (voting item)

• 14. Appointment of Mr. Paolo Visca as member of the Supervisory Board (voting item)

• 15. Authorization to the Managing Board, until the conclusion of the 2024 AGM, to repurchase shares, subject to the approval of the Supervisory Board (voting item)

• 16. Delegation to the Supervisory Board of the authority to issue new common shares, to grant rights to subscribe for such shares, and to limit and/or exclude existing shareholders' pre-emptive rights on common shares, until the conclusion of the 2024 AGM (voting item)

• 17. Question time (discussion item)

This convocation, the agenda, the statutory annual accounts for the financial year 2022, which include the reports of the Managing Board and Supervisory Board, the explanatory notes, and the personal data of Mses. de Pro Gonzalo and Vletter-van Dort and Messrs. Delabrière, Sanchez,

Tamagnini and Visca (in connection with their proposed (re)appointment as members of the Supervisory Board pursuant to Section 2:142 (3) of the Dutch Civil Code), as well as the other information included pursuant to law, are deposited for inspection by shareholders and other persons entitled to attend the AGM at the offices of the Company at Schiphol (Schiphol Boulevard 265, 1118 BH Schiphol Airport, the Netherlands) as of March 28, 2023 up to and including the date of the AGM. Copies of these documents are available for shareholders and other persons entitled to attend the AGM free of charge. These documents will also be available on the Company's websitewww.st.com as of the same date.

The Company's shares may be held either (i) as registered shares (the shareholders and other persons entitled to attend the AGM are then included in the Company's shareholders' register); or

(ii) in an account with an account holder or intermediary through Euroclear France S.A. ("Euroclear France") or Cede & Co. as nominee of the Depository Trust Company ("Cede & Co.") (the corresponding registered shares are then included in the Company's shareholders' register in the name of Euroclear France or Cede & Co., as the case may be). The holders of both registered shares and of shares held with an account holder or intermediary through Euroclear France or Cede & Co. are each hereinafter referred to as a "shareholder".

Record date

In accordance with Dutch law and article 30.2 of the Company's Articles of Association, persons entitled to attend and, to the extent applicable, vote at the AGM will be those who were recorded as having those rights on 26 April 2023 at close of markets (the "Record Date") in a register designated by the Managing Board for that purpose, regardless of whether they are shareholders or other persons entitled to attend general meetings of shareholders of the Company at the time of the AGM. This means that registered shareholders and other persons entitled to attend the AGM need to hold their shares in the capital of the Company or be otherwise entitled to attend general meetings of shareholders of the Company on the Record Date, but they do not need to continue to hold their shares or remain entitled until the AGM.

Registered Shareholders

Shareholders registered in the Company's shareholders' register kept at the Company's office at

Schiphol, the Netherlands, will receive a letter from or on behalf of the Company by post containing an invitation for the AGM, including the agenda, and details of the procedure for registering for the AGM.

To be eligible to exercise voting rights in person at the AGM, shareholders registered in the

Company's shareholders' register kept at the Company's office at Schiphol, the Netherlands, must complete and sign the attendance form, which they receive with the invitation and return it to the Company's registrar TMF Netherlands B.V. ("TMF") by post or e-mail (Herikerbergweg 238, 1101 CM Amsterdam, the Netherlands / [e-mail])no later than May 17, 2023, 5:00 p.m. (CET). TMF's receipt of the completed and signed form on time will constitute notice to the Company of the registered shareholder's intention to exercise its voting and meeting rights.

Shareholders registered in the Company's shareholders' register kept at the Company's office at

Schiphol, the Netherlands, who wish to be represented by power of attorney at the AGM must complete and sign the power of attorney form, which they receive with the invitation and return it to TMF no later than May 17, 2023, 5:00 p.m. (CET), by post or e-mail. TMF's receipt of the completed and signed forms on time will constitute notice to the Company of the registered shareholder's intention to be represented by power of attorney.

Shareholders registered in the US part of the Company's shareholders' register will be contacted separately regarding their attendance, representation and/or voting at the AGM.

Shareholders holding through Euroclear France

Shareholders holding shares via an account with an account holder or intermediary through Euroclear France should contact their account holder or intermediary to receive instructions on how to obtain a power of attorney from Euroclear France in order to attend the AGM.

Shareholders holding shares via an account with an account holder or intermediary through

Euroclear France who will not attend the AGM, but who would like to give voting instructions to Euroclear France to vote on their behalf, should also contact their account holder or intermediary to receive instructions.

Furthermore, TMF, Amsterdam, the Netherlands (tel. [phone] / [e-mail]) can be contacted.

The written (completed and signed) request for a power of attorney or voting instructions, as the case may be, must be received by the relevant account holder or intermediary by May 17, 2023, 5:00 p.m. (CET).

Information on how to obtain a power of attorney from Euroclear France or to give voting instructions to Euroclear France will also be available on the Company's website mentioned above as of March 28, 2023.

Shareholders holding through Cede & Co.

Shareholders holding shares via an account with an account holder or intermediary through Cede & Co. will be contacted separately regarding their attendance and/or voting at the AGM.

Registration

Registration will take place at the hotel Waldorf Astoria Amsterdam, Herengracht 542-556, 1017 CG, Amsterdam, the Netherlands, between 10:00 a.m. and 10:45 a.m. (CET) on 24 May 2023. Once the AGM has started, registration is no longer possible.

Shareholders and other persons entitled to attend the AGM will be required to present valid identity papers when registering and are required to sign the attendance list. Shareholders holding shares through Euroclear France or Cede & Co. should provide appropriate evidence of ownership and authority to vote. Holders of a power of attorney are required to present a copy of their power of attorney.

The Supervisory Board March 28, 2023