Soitec Sa · EURONEXT:SOI
Soitec Sa — Shareholder Meeting (July 2025)
83 slides from Soitec Sa's shareholder meeting presentation, Jul 22, 2025
Slide 1: 2025 Annual General Meeting
2025 ANNUAL GENERAL MEETING Paris | July 22nd, 2025
Slide 2: Disclaimer
DISCLAIMER This document is provided by Soitec (the This document contains certain forward-looking which may exclude broader segments of the Notably, this document does not constitute an “Company”) for information purposes only. statements. These forward-looking statements market and competing techn
Slide 3: Introduction
Frédéric Lissalde – Chair of the Board of Directors 1 INTRODUCTION © Soitec 2025. No copying or distribution permitted. PAGE 3
Slide 4: Participants
PARTICIPANTS The speakers Chair of the Board of Directors and Chair of this Chief Executive Officer meeting Secretary of the Board of Directors and Chief Financial Officer Secretary of this meeting The scrutineers Sa Representing Bpifrance Participations Representing CEA Investissement Scrutineer Sc
Slide 5: Agenda
AGENDA #01 #02 #03 Frédéric Lissalde Pierre Barnabé Pierre Barnabé #04 #05 #06 Albin Jacquemont Frédéric Lissalde Delphine Segura Vaylet #07 Questions #08 & Answers Emmanuelle Bely Laurent Genin and Benjamin Malherbe
Slide 6: Company's Activity
Pierre Barnabé – Chief Executive Officer 2 COMPANY’S ACTIVITY © Soitec 2025. No copying or distribution permitted. PAGE 6
Slide 7: CEO Key Messages
CEO KEY MESSAGES In a challenging environment, Focusing on our growth Preparing to deploy our operating FY25 performance reflects & diversification strategy model with potential for Revenue down -9% y/y Products 2x Revenue upside EBITDA margin resilience Customers & Geographies Significant operating
Slide 8: Revenue by end market
MOBILE COMMUNICATIONS AUTOMOTIVE & INDUSTRIAL EDGE & CLOUD AI -12% Y/Y organic +11% growth(1) Y/Y organic -22% growth(1) Y/Y organic €611M growth(1) €216M €546M €204M €163M €129M FY24 FY25 FY24 FY25 FY24 FY25 (1) At constant exchange rates and perimeter 2 COMPANY’S ACTIVITY © Soitec 2025. No copying
Slide 9: Profitability, cash generation and balance sheet
PROFITABILITY, CASH GENERATION AND BALANCE SHEET 34.0% €94M 33.5% €39M margin margin +22% net debt net debt Y/Y €332M €201M €708M €688M €298M €165M FY24 FY25 FY24 FY25 FY24 FY25 (1) The EBITDA represents operating income before depreciation, amortization, impairment of non-current assets, non-cash i
Slide 10: FY26 Outlook
FY26 OUTLOOK GIVEN ONGOING UNCERTAIN ENVIRONMENT AND HIGH VOLATILITY, SOITEC WITHDRAWS ANY GUIDANCE GIVEN PREVIOUSLY Q1’26 REVENUE EXPECTED DISCIPLINED CAPITAL ALLOCATION FY26 PROFITABILITY MODEL DOWN ~20% Y/Y REFLECTING & AGILE INVESTMENT STRATEGY TO ENABLE RESILIENT MARGINS IMPACT OF IMAGER-SOI PH
Slide 11: Targeted and steady investment in innovation to expand product portfolio
MACROECONOMIC VOLATILITY GEOPOLITICAL UNCERTAINTIES CLIMATE CHANGE REGULATIONS & TARIFFS TARGETED AND STEADY INVESTMENT IN INNOVATION TO EXPAND PRODUCT PORTFOLIO MODERATE GROWTH IN SMARTPHONE SHIPMENTS AGILE CAPACITY DEPLOYMENT WITH MORE INNOVATION (CONNECTIVITY, EDGE AI, IMAGING) IN SOI AND COMPOUN
Slide 12: Accelerating product portfolio diversification
ACCELERATING PRODUCT PORTFOLIO DIVERSIFICATION New materials InP Imager-SOI Next-Gen DEVELOPING NEXT GENERATION OF GaN epi / SmartGaN INDUSTRY STANDARDS LNOI SmartSiCTM Photonics-SOI POI ESTABLISHED INDUSTRY STANDARDS FOR FD-SOI SMARTPHONES, AUTOMOTIVE AND DATA CENTERS Power-SOI RF-SOI + LICENSING /
Slide 13: Soitec addressable market and operating model
SOITEC ADDRESSABLE MARKET GROSS MARGIN CAPEX / Sales Powerful technology megatrends drive Increasing operating leverage Moderating CAPEX and allocating massive demand for engineered substrates assets to high-growth areas ~5M ~12M 32% ~38% 22% ~15% wafers/year(1) wafers/year(1) FY25 Operating model F
Slide 14: CEO Key Messages
CEO KEY MESSAGES In a challenging environment, Focusing on our growth Preparing to deploy our operating FY25 performance reflects & diversification strategy model with potential for Revenue down -9% y/y Products 2x Revenue upside EBITDA margin resilience Customers & Geographies Significant operating
Slide 15: Sustainability Strategy
Pierre Barnabé – Chief Executive Officer 3 SUSTAINABILITY STATEGY © Soitec 2025. No copying or distribution permitted. PAGE 15
Slide 16: Sustainability strategy pillars
Sustainable innovation Climate change Responsible water management We are the innovative soil Communities Drive the transition toward a sustainable economy through from which smart and energy our innovation and Biodiversity operations Act to become a efficient electronics grow Responsible supply cha
Slide 17: Decarbonization roadmap
OUR DECARBONIZATION ROADMAP 2020 2021 2022 2024 2025 2026 2030 First annual GHG Approval of our GHG Launch of our MSCI A-Rating CDP B-Rating -25% on Scope 1&2 -37% on Scope 1&2 inventory performed reduction targets by Decarbonation vs. 2020 vs. 2020 -30% Scope 1 & 2 on all scope 1,2 & 3 the Science
Slide 18: Scope and emissions reduction
SCOPE 1 & 2 EMISSIONS REDUCTION TARGET REACHED 2 YEARS AHEAD SCOPE 3 KEY ACTIONS HIGHLIGHTS Scope 1 & 2 emissions (tCO2eq, market-based) SBTi pathway Between CY23-CY24, carbon emission scope 1&2 have been reduced by more than 22,832 25,202 21,629 20% SOITEC Target Sea freight qualified 21,292 17,079
Slide 19: Water consumption reduction
-50% OF WATER CONSUMPTION PER UNIT OF PRODUCTION BY FY30 vs FY21 THROUGH OUR WATER WITHDRAWAL INTENSITY AND WATER REUSE RATIO INNOVATION Water withdrawal (l/cm2) 50% AND OPERATIONS Water reuse ratio (%) 44% SOITEC Target 36% 1.40 24% Between FY24 1.23 & FY25, water withdrawal 16% 17% 1.00 0.94 inten
Slide 20: Inclusive culture
20% AIMING FOR GENDER PARITY MAKING SOITEC INTERNAL AN ATTRACTIVE PROMOTIONS INCLUSIVE EMPLOYER TO IN FY25 CULTURE SUPPORT OUR 36% ≥40% GROWTH FY25 FY30 target PROPORTION OF WOMEN ACROSS THE GROUP 100% SHARING THE EMPLOYEES 26%FY25 ≥30% FY30 target FRUIT OF GROWTH WITH ALL OUR ELIGIBLE TO FREE PERFO
Slide 21: For a better society
BOARD OF CEO Strategic steering of sustainability by the DIRECTORS Executive Committee STRATEGIC OPERATIONS: COMMITTEE ENVIRONMENT FOR A BETTER AUDIT & RISKS HR: SOCIETY COMMITTEE SOCIAL © Soitec 2024. No copying or distribution permitted. PAGE 21 COMPENSATION, NOMINATIONS GENERAL SECRETARY: AND BOA
Slide 22: Financial Statements
Albin Jacquemont – Chief Financial Officer 4 FINANCIAL STATEMENTS © Soitec 2025. No copying or distribution permitted. PAGE 22
Slide 23: FY25 P&L, cash flow and balance sheet
P&L CASH FLOW BALANCE SHEET €891M SALES €202M OPERATING CASH FLOW(1) €1.6B EQUITY -9% Y/Y vs €165M in FY24 vs €1.5B end of March 2024 33.5% EBITDA (1)(2) MARGIN €230M CAPEX (3) €688M GROSS CASH POSITION -0.5pp vs FY24 vs €276M in FY24 vs €708M end of March 2024 €136M CURRENT OPERATING INCOME +€26M F
Slide 24: Revenue breakdown
8% €M FY25 FY24 % Change % Change % of FY25 Revenue USA as reported at constant FX and scope Mobile Communications 546 611 -11% -12% ~61% 27% Europe €891M 48% Automotive & Industrial 129 163 -21% -22% ~15% FY25 Asia excl. REVENUE China Edge & Cloud AI 216 204 +6% +11% ~24% 17% China Revenue 891 978
Slide 25: Gross margin
37.2% 37.0% Gross margin (%) 36.6% Revenue (€M) 34.4% 34.0% 32.7% 32.1% 31.4% GROSS MARGIN TAILWINDS • Efficient cost management • Solid industrial performance • Subsidies (IPCEI) €1,089M €978M GROSS MARGIN HEADWINDS €863M €891M • Lower volumes €598M €584M • Higher depreciation expenses €444M €311M
Slide 26: Income statement to current operating income
€M FY25 FY24 Change CURRENT OPERATING MARGIN DECREASE Revenue 891 978 -9% FROM 21.3% TO 15.2% OF REVENUE Gross Profit 286 332 -14% Sustained investment in R&D to maintain SOI leadership and develop emerging as a % of revenue 32.1% 34.0% technologies for existing and new markets Gross R&D costs befor
Slide 27: Income statement to net profit
€M FY25 FY24 Change Other operating expenses: €13M related to Current operating income 136 208 -35% Dolphin Design’s activities disposal - Other operating income and expenses (16) (3) Net financial expenses: new financings and €2M FX losses Operating income 119 205 -42% Effective income tax rate at
Slide 28: Cash flow
€M FY25 FY24 POSITIVE OPERATING CASH FLOW AT €202M EBITDA(1) 298 332 Lower EBITDA offset by strong improvement in working Change in working capital requirement (79) (142) capital change Incl. inventories (38) (19) €79M change in working capital requirement Incl. trade receivables (30) (94) • Higher
Slide 29: Balance sheet
ASSETS in €M 31 March 2025 31 March 2024 LIABILITIES AND EQUITY in €M 31 March 2025 31 March 2024 Intangible assets 130 156 Total equity 1,595 1,495 Property, Plant & Equipment 1,003 913 Long-term financial debt 375 669 Other non-current assets 103 89 Provisions and other 94 79 Deferred tax assets 5
Slide 30: Equity, cash and debt
+€100M €1,595M €1,495M -€21M €708M €688M 31 March 2024 31 March 2025 31 March 2024 31 March 2025 SHAREHOLDERS’ EQUITY CASH AND CASH EQUIVALENTS +€35M €782M €747M +€55M €94M €39M 31 March 2024 31 March 2025 31 March 2024 31 March 2025 GROSS FINANCIAL DEBT NET DEBT 4 FINANCIAL STATEMENTS © Soitec 2025
Slide 31: FY26 Outlook
FY26 OUTLOOK GIVEN ONGOING UNCERTAIN ENVIRONMENT AND HIGH VOLATILITY, SOITEC WITHDRAWS ANY GUIDANCE GIVEN PREVIOUSLY Q1’26 REVENUE EXPECTED DISCIPLINED CAPITAL ALLOCATION FY26 PROFITABILITY MODEL DOWN ~20% Y/Y REFLECTING & AGILE INVESTMENT STRATEGY TO ENABLE RESILIENT MARGINS IMPACT OF IMAGER-SOI PH
Slide 32: Finance Key Messages
FINANCE KEY MESSAGES Accelerated diversification of our model mitigates short-term Operating model enables 2x Flexible and agile model secures market-driven volatility revenue upside, operating margin and cash generation in leverage and FCF generation Preparing the Group for an uncertain environment
Slide 33: Governance
Frédéric Lissalde – Chair of the Board of Directors 5 GOVERNANCE © Soitec 2025. No copying or distribution permitted. PAGE 33
Slide 34: Board of Directors FY25 composition
Board of Directors FY25 composition 5 GOVERNANCE © Soitec 2025. No copying or distribution permitted. PAGE 34
Slide 35: Chair of the Board transition
July 23, 2024 AGM – March 1st, 2025 Christophe Gégout Frédéric Lissalde Chair of the Board of Directors • Following the departure of Eric Meurice, Chair of the Board of Directors during the transition period from Christophe Gégout served as interim Chair since March 1st,, 2025 July 23, 2024 to Febru
Slide 36: Board of Directors composition
INDEPENDENT NON-INDEPENDENT BOARD MEMBERS BOARD MEMBERS 42% of women EMPLOYEE Frédéric Lissalde DIRECTORS Pierre Barnabé Chair CEO 58% of independent members 5 nationalities Françoise Chombar Laurence Delpy Wissème Allali Samuel Dalens representing François Jacq representing Christophe Gégout repres
Slide 37: Board skills matrix
EXECUTIVE SEMICONDUCTOR APPLICATION FINANCE HR INTERNATIONAL ENVIRONMENT SOCIAL GOVERNANCE TMT R&D MANAGEMENT INDUSTRY SECTORS FRÉDÉRIC LISSALDE ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ PIERRE BARNABÉ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ WISSÈME ALLALI ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ BPIFRANCE PARTICIPATIONS (SAMUEL DALENS) ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ CEA INVESTISSEME
Slide 38: Board committees
Supervises the accuracy and reliability of the Makes recommendations on compensation and financial statements succession of Board and Committees members 80% 5 91% 75% 6 100% independent meetings attendance independent meetings attendance members* members* Analyses and proposes guidelines on ESG matt
Slide 39: Committee work topics
• Group’s business (products, markets and organization) STRATEGY • Potential M&A opportunities • Company’s strategy for the next five years • Risk map • Cybersecurity AUDIT & RISKS • Internal control • Share buyback program for the liquidity contract • Related- and unrelated-party agreements • Rates
Slide 40: Board assessment conclusions
CONCLUSIONS • Many of the improvements identified last year have already been implemented, and there is now a solid foundation on which continuous improvements can be made year after year. • The Board and Committees work much more collaboratively and interact better with the Executive Committee. • T
Slide 41: Board of Directors FY25 evolution
Board of Directors FY25 evolution 5 GOVERNANCE © Soitec 2025. No copying or distribution permitted. PAGE 41
Slide 42: Directors with terms to 2027 AGM
2027 AGM ● Bpifrance Participations (Samuel Dalens) ● Pierre Barnabé ● Frédéric Lissalde ● CEA Investissement (François Jacq) ● Christophe Gégout ● Françoise Chombar ● Fonds Stratégique de Participations ● Maude Portigliatti ● Zhuo Zhang (Laurence Delpy) ● Delphine Segura Vaylet ● Wissème Allali (em
Slide 43: Director reappointments
● 92% average attendance rate ● He brings to the Board his solid experience in finance and private equity, as well as his expertise in cleantech strategy. ● 2 other mandates in listed companies ● If Bpifrance Participations’ reappointment is approved, its representative, Samuel Dalens, will continue
Slide 44: Board composition after AGM
INDEPENDENT NON-INDEPENDENT BOARD MEMBERS BOARD MEMBERS EMPLOYEE 45% Frédéric Lissalde DIRECTORS Pierre Barnabé of women Chair CEO 64% of independent members Françoise Chombar Laurence Delpy Wissème Allali Samuel Dalens representing François Jacq representing Christophe Gégout representing FSP Bpifr
Slide 45: Compensation
Delphine Segura Vaylet – Chair of the Compensation, Nominations and Board Governance Committee 6 COMPENSATION © Soitec 2025. No copying or distribution permitted. PAGE 45
Slide 46: FY25 Compensation Elements (ex-post)
FY25 Compensation Elements (ex-post) 6 COMPENSATION © Soitec 2025. No copying or distribution permitted. PAGE 46
Slide 47: Directors' compensation FY25
According to the compensation policy approved by the 2024 AGM: €737,178 • 100% of the compensation of Directors is allocated in proportion to their actual attendance at meetings of the Board and the Committee(s) of which they are a member. • Participation in meetings via conference call or video con
Slide 48: Chair compensation until July 2024
According to the compensation policy approved by the 2024 AGM: €71,720* • This compensation is not paid out of the budget allocated for the compensation of Directors. • He does not benefit of any variable or exceptional compensation, performance share allocations, termination benefits or a non-compe
Slide 49: Interim Chair compensation
According to the compensation policy approved by the 2024 AGM: €139,731* • This compensation is not paid out of the budget allocated for the compensation of Directors. • He does not benefit of any variable or exceptional compensation, performance share allocations, termination benefits or a non-comp
Slide 50: Chair compensation from March 2025
According to the compensation policy approved by the 2024 AGM: €23,333* • This compensation is not paid out of the budget allocated for the compensation of Directors. • He does not benefit of any variable or exceptional compensation, performance share allocations, termination benefits or a non-compe
Slide 51: CEO compensation FY25
FIXED COMPENSATION €530,000 €318,000 (60% achievement rate): • Financial Objectives: 0% • Strategic Objectives: 60% • x0 Multiplier: no improvement in the ESG rating assigned by MSCI (from A to A) €1,145,885 € (i.e. 11,640 performance shares) €14,692 (under the PERO plan (Plan d'Epargne de Retraite
Slide 52: Compensation policies for FY26 (ex-ante)
Compensation policies for FY26 (ex-ante) 6 COMPENSATION © Soitec 2025. No copying or distribution permitted. PAGE 52
Slide 53: Chair fixed compensation
CURRENT FIXED COMPENSATION PROPOSED FIXED COMPENSATION €280,000 €280,000 6 COMPENSATION © Soitec 2025. No copying or distribution permitted. PAGE 53
Slide 54: Directors' compensation policy
€820,000 (unchanged from its approval by the Annual General Meeting of July 26, 2022) (Based on a 100% attendance rate for all meetings over the full fiscal year) • All Directors receive a compensation for their directorship duties, except the CEO, the Chairman of the Board and the employee Director
Slide 55: CEO compensation policy changes
Renewed confidence in Pierre Barnabé, At the request of Pierre Barnabé, discussions on changes to whose term of office expires in 2026. his remuneration policy will be postponed until FY27. • 10% increase in fixed remuneration Not applied • Additional allocation of performance shares Not implemented
Slide 56: CEO compensation components
€530,000 SHORT-TERM VARIABLE COMPENSATION Up to a maximum of 165% of his fixed compensation Up to a maximum of 250% of his fixed compensation PERO plan Company car and accommodation and private unemployment insurance In the event of the termination of his duties as CEO, Pierre Barnabé could be eligi
Slide 57: Compensation structure unchanged from FY25
PROPOSED TARGET COMPENSATION STRUCTURE FOR FY26, SUBJECT TO APPROVAL BY THE ANNUAL GENERAL Compensation MEETING structure unchanged 22% Fixed compensation from FY25 78% of 56% compensation Long-term variable subject to compensation performance conditions 22% Annual variable compensation PROPOSED MAX
Slide 58: Performance criteria and weighting
Weighting Over performance The criteria will be as follows: • Revenue (25%) Revenue 20% 30% • EBIT introduced in 2024 and replacing EBITDA (20%) • TSR (30% instead of 20%) compared to the median TSR of the EBITDA 20% 30% components of the Stoxx Europe Total Market Semiconductors Index Operating Cash
Slide 59: Auditors' Reports
Benjamin Malherbe – Representing Ernst & Young Audit Laurent Genin – Representing KPMG S.A. 7 AUDITORS' REPORTS © Soitec 2025. No copying or distribution permitted. PAGE 59
Slide 60: List of auditors' reports
• Report on the annual financial statements • Report on the consolidated financial statements • Special report on related-party agreements • Report on sustainability information certification • Report on the share capital reduction • Report on the issue of shares and securities with or without a wai
Slide 61: Q&A
Q&A © Soitec 2025. No copying or distribution permitted. PAGE 61
Slide 62: Vote on the Resolutions
Emmanuelle Bely – Secretary of the Board of Directors and Secretary of the General Meeting 8 VOTE ON THE RESOLUTIONS © Soitec 2025. No copying or distribution permitted. PAGE 62
Slide 63: Resolutions within the competence of the Ordinary General Meeting
Resolutions within the competence of the Ordinary General Meeting 8 VOTE ON THE RESOLUTIONS © Soitec 2025. No copying or distribution permitted. PAGE 63
Slide 64: Approval of financial statements and appropriation of income
Approval of the annual financial Approval of the consolidated financial Appropriation of income for the fiscal statements for the fiscal year ended statements for the fiscal year ended year ended Mach 31, 2025: March 31, 2025: March 31, 2025: • €2,832 to the “Legal reserve", • Profit of €41,847,411.
Slide 65: Reappointment of directors
Reappointment of Bpifrance Participations as a Director for a three-year term Reappointment of CEA Investissement as a Director for a three-year term Reappointment of Fonds Stratégique de Participations as a Director for a three-year term 8 VOTE ON THE RESOLUTIONS © Soitec 2025. No copying or distri
Slide 66: Approval of compensation information
Approval of the information relating to the compensation of the Company’s corporate officers required by Article L. 22-10-9, I of the French Commercial Code Approval of the components of the compensation paid or awarded in the fiscal year ended March 31, 2025 to Éric Meurice, Chair of the Board of D
Slide 67: Approval of compensation policies
Approval of the compensation policy for the Chair of the Board of Directors Approval of the compensation policy for the members of the Board of Directors Approval of the compensation policy for the Chief Executive Officer 8 VOTE ON THE RESOLUTIONS © Soitec 2025. No copying or distribution permitted.
Slide 68: Share buyback authorization
Main purposes: • Liquidity agreement • Allocation or transfer of shares under employee share ownership plans (options, free shares, employee savings plans) • Coverage of share or option allocation plans • Retention of shares for transactions (payment, exchange) • Cancellation of shares • Implementat
Slide 69: Resolutions within the competence of the Extraordinary General Meeting
Resolutions within the competence of the Extraordinary General Meeting 8 VOTE ON THE RESOLUTIONS © Soitec 2025. No copying or distribution permitted. PAGE 69
Slide 70: Share capital reduction authorization
Ceiling: • In share capital = 10% over a period of 24 months prior to said cancellation (including those to be canceled in said cancellation) Validity of the authorization: • 18 months Supersedes the authorization granted by the 2024 AGM in the 21st resolution. 8 VOTE ON THE RESOLUTIONS © Soitec 202
Slide 71: Delegation for share issuance with preemptive rights
Ceilings: • In share capital = €35 million • Overall ceiling for all delegations of competence with or without shareholders' preemptive subscription rights. • In debt securities = €500 million Validity of the delegation: • 26 months Not during takeover bid. Supersedes the delegation of competence gr
Slide 72: Delegation for issuance without preemptive rights
Ceilings: • In share capital = €7 million • Overall sub-ceiling for all delegations of competence without shareholders' preemptive subscription rights. • In debt securities = €500 million Validity of the delegation: • 26 months Not during takeover bid. Supersedes the delegation of competence granted
Slide 73: Delegation for issuance via private placement
Ceilings: • In share capital = €7 million • In debt securities = €500 million Validity of the delegation: • 26 months Not during takeover bid. Supersedes the delegation of competence granted by the 2023 AGM in the 22nd resolution. 8 VOTE ON THE RESOLUTIONS © Soitec 2025. No copying or distribution p
Slide 74: Delegation for issuance for a public offer
Ceilings: • In share capital = €7 million • In debt securities = €500 million Validity of the delegation: • 18 months Not during takeover bid. Supersedes the delegation of competence granted by the 2024 AGM in the 18th resolution. 8 VOTE ON THE RESOLUTIONS © Soitec 2025. No copying or distribution p
Slide 75: Overallotment option for issuances
Ceilings: • 15% of the initial issue, and at the same price as that applied to the initial issue; and • the ceiling(s) specified in the resolution used for the initial issue Validity of the delegation: • 26 months Not during takeover bid. Supersedes the delegation of competence granted by the 2023 A
Slide 76: Issuance in consideration for contributions in kind
Ceilings: • In share capital = €7 million (and within the limit of 10% of the share capital) • In debt securities = €500 million Validity of the delegation: • 26 months Not during takeover bid. Supersedes the delegation of powers granted by the 2023 AGM in the 26th resolution. 8 VOTE ON THE RESOLUTI
Slide 77: Issuance of securities for a given category of persons
Ceilings: • In share capital = €7 million • In debt securities = €500 million Validity of the delegation: • 26 months Not during takeover bid. Supersedes the delegation of competence granted by the 2023 AGM in the 28th resolution. 8 VOTE ON THE RESOLUTIONS © Soitec 2025. No copying or distribution p
Slide 78: Capital increase by capitalization of reserves
Ceilings: • the amount of the total reserves, premiums, or profits; and • €35 million Validity of the delegation: • 26 months Not during takeover bid. Supersedes the delegation of competence granted by the 2023 AGM in the 27th resolution. 8 VOTE ON THE RESOLUTIONS © Soitec 2025. No copying or distri
Slide 79: Capital increase reserved for savings plan members
Ceilings: • In share capital = €710,000 • In debt securities = €500 million Validity of the delegation: • 26 months Supersedes the delegation of competence granted by the 2024 AGM in the 19th resolution. 8 VOTE ON THE RESOLUTIONS © Soitec 2025. No copying or distribution permitted. PAGE 79
Slide 80: Bylaws amendment on written consultation of the Board
in order to comply with the new provisions of Articles L.22-10-3-1 and L. 225-37 of the French Commercial Code, as amended by the “Attractivité” law, in order to clarify the terms and conditions of decisions taken by the Board of Directors by written consultation and to provide for the possibility f
Slide 81: Bylaws amendment on crossing of thresholds
with a view to reducing disclosed thresholds from 3% to (i) 1% of the capital and voting rights up to 10% and (ii) 3% above that threshold, with the publication period reduced from 15 calendar days to four trading days. PREVIOUS WORDING NEW WORDING Article 11 – CROSSING OF THRESHOLDS Article 11 – CR
Slide 82: Other bylaws amendments
Article 15 – RESOLUTIONS OF THE BOARD OF DIRECTORS Article 21 – MEETINGS Article 23 – ORDINARY GENERAL MEETING Article 24 – EXTRAORDINARY GENERAL MEETING Article 31 – TRANSFORMATION 8 VOTE ON THE RESOLUTIONS © Soitec 2025. Reproduction et distribution interdites. PAGE 82
Slide 83: Thank you
THANK YC sisitec