APPENDIX III Voting instructions form

You should complete this form if you wish to provide Euroclear France S.A. with your voting instructions.

The Annual General Meeting of Shareholders ("AGM") of STMicroelectronics N.V. (the "Company") will be held at the hotel

Waldorf Astoria Amsterdam, the Netherlands, at 11:00 a.m. CET on Wednesday, 24 May 2023.

The undersigned shareholder,

(name) …………………………………………………………………………………………………………………………………………………………………………………… . (address) ……………………………………………………………………………………………………………………………………………………………………………… .… (if applicable: legally represented by) ……………………… …………………………………………………………………………………………………………… ..

(account number with the account holder or intermediary) …………………………………………………………………………………………………… .

(details of the account holder or intermediary) ……………………………………………………………………………………………………………………… .

(phone number of the account holder or intermediary) ………………………………………………………………………………………………………… ..

hereinafter referred to as the "Shareholder", acting in his/her capacity as holder of ……….. ………………………………… . (number) shares in the capital of the Company, hereby authorises and instructs Euroclear France S.A. to vote the shares of the Shareholder in respect of the items on the agenda for the AGM, in the manner set out below:

No.

Agenda (Voting items)

For

Against

Abstain

3.

Remuneration Report

4.

Adoption of the Company's annual accounts for its 2022 financial year

5.

Adoption of a dividend

6.

Discharge of the sole member of the Managing Board

7.

Discharge of the members of the Supervisory Board

8.

Approval of the stock-based portion of the compensation of the President and CEO

9.

Re-appointment of Mr. Yann Delabrière as member of the Supervisory Board

10.

Re-appointment of Ms. Ana de Pro Gonzalo as member of the Supervisory Board

11.

Re-appointment of Mr. Frédéric Sanchez as member of the Supervisory Board

12.

Re-appointment of Mr. Maurizio Tamagnini as member of the Supervisory Board

13.

Appointment of Ms. Hélène Vletter-van Dort as member of the Supervisory Board

14.

Appointment of Mr. Paolo Visca as member of the Supervisory Board

15.

Authorization to the Managing Board, until the conclusion of the 2024 AGM, to repurchase shares, subject to the approval of the Supervisory Board

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

Please note that if you do not record a vote in favour of or against one or more of the proposals listed above, your vote(s) will be considered as a vote in favour with respect to the relevant proposal(s).

Please note that, to be entitled to attend and cast votes, you need to own your shares in the capital of the Company at close of markets on 26 April 2023, the Record Date, but you do not need to continue to hold your shares until the AGM on 24 May 2023.

Signature: ……………………………………………………………………………… .. …………… .. ………………………………… .

Place: ……………………………………………………………………………………………………………………………………… Date: ………………………………………………………………………………… .. ………………………………………………… ...

This form must be received by the bank or intermediary at the latest on 17 May 2023, 5:00 p.m. CET.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

STMicroelectronics NV published this content on 28 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2023 20:28:16 UTC.