Soitec Sa · EURONEXT:SOI
Soitec Sa — Shareholder Meeting (July 2024)
76 slides from Soitec Sa's shareholder meeting presentation, Jul 23, 2024
Slide 1: 2024 Annual General Meeting
2024 ANNUAL GENERAL MEETING Bernin, France | July 23rd, 2024
Slide 2: Disclaimer
DISCLAIMER This document is provided by Soitec (the “Company”) for information purposes only. The Company’s business operations and financial position are described in the Company’s 2023-2024 Universal Registration Document (which notably includes the 2023-2024 Annual Financial Report) which was fil
Slide 3: Introduction
INTRODUCTION Éric Meurice – Chairman of the Board of Directors 1 INTRODUCTION 2 3 4 5 6 7 8 © Soitec 2024. No copying or distribution permitted. PAGE 3
Slide 4: Participants
PARTICIPANTS The speakers Éric Meurice* Pierre Barnabé Chairman of the Board of Directors and Chief Executive Officer Chairman of this meeting Emmanuelle Bely* Léa Alzingre Secretary of the Board of Directors and Chief Financial Officer Secretary of this meeting The scrutineers Samuel Dalens* Kai Se
Slide 5: Agenda
AGENDA #01 #02 #03 Introduction by the Chairman Company’s activity ESG strategy of the Board of Directors for FY24 & governance Éric Meurice Pierre Barnabé Pierre Barnabé #04 #05 #06 FY24 Governance Corporate officers’ financial results Éric Meurice Compensation Emmanuelle Bely Emmanuelle Bely Léa A
Slide 6: Company's Activity for FY24
COMPANY’S ACTIVITY FOR FY24 Pierre Barnabé – Chief Executive Officer 1 2 COMPANY’S ACTIVITY 3 4 5 6 7 8 © Soitec 2024. No copying or distribution permitted. PAGE 6
Slide 7: CEO Key Messages
CEO KEY MESSAGES FY24 results reflect ongoing Strengthening our MID-TERM AMBITION inventory correction in the sustainable value creation ~$2B revenue smartphone supply chain model ~40% EBITDA(1) margin (1) The EBITDA represents operating income before depreciation, amortization, impairment of non-cu
Slide 8: FY24 Financial Highlights
FY24 FINANCIAL HIGHLIGHTS REVENUE GROWTH IMPACTED BY SMARTPHONE INVENTORY CORRECTION RESILIENT PROFITABILITY AND SUSTAINED LEVEL OF INVESTMENT REVENUE EBITDA(2) OPERATING CASH FLOW -10% 36% Y/Y organic margin growth(1) 34% €1,089M margin €978M €391M €332M €262M €165M FY23 FY24 FY23 FY24 FY23 FY24 (1
Slide 9: FY25 Outlook
FY25 OUTLOOK Stable revenue expected EBITDA margin(1) Capital expenditure on an organic basis expected at ~35% expected at ~€250M (1) The EBITDA represents operating income before depreciation, amortization, impairment of non-current assets, non-cash items relating to share-based payments, provision
Slide 10: Sustainable Business Model to Adapt to a Challenging Environment
FY25 AND BEYOND SUSTAINABLE BUSINESS MODEL TO ADAPT TO A CHALLENGING ENVIRONMENT MACRO TRENDS MACROECONOMIC VOLATILITY GEOPOLITICAL / POLITICAL UNCERTAINTY CLIMATE CHANGE #01 #02 #03 STEADY INVESTMENT DIVERSIFICATION OF STRENGTHENING MARKET TRENDS IN INNOVATION AND CUSTOMER CUSTOMER INTIMACY AGILE C
Slide 11: Unique and Sustainable Business Model to Execute on Our Vision
UNIQUE AND SUSTAINABLE BUSINESS MODEL TO EXECUTE ON OUR VISION 1 2 COMPANY’S ACTIVITY 3 4 5 6 7 8 © Soitec 2024. No copying or distribution permitted. PAGE 11
Slide 12: Leveraging Strong Growth Across Our 3 End Markets
MID-TERM AMBITION ~$2B REVENUE ~$2B LEVERAGING STRONG GROWTH REVENUE ACROSS OUR 3 END MARKETS ~20% ~20% ~30% $1.1B SMART ~25% REVENUE ~50% DEVICES AUTOMOTIVE & INDUSTRIAL 21% 17% MOBILE COMMUNICATIONS ~55% 62% FY24 MID-TERM AMBITION 1 2 COMPANY’S ACTIVITY 3 4 5 6 7 8 © Soitec 2024. No copying or dis
Slide 13: Mid-Term Ambition Toward ~40% EBITDA Margin
MID-TERM AMBITION TOWARD ~40% EBITDA MARGIN EBITDA MARGIN IMPROVEMENT DRIVERS ~40% EBITDA MARGIN(1) (@1.10€/$) Operating leverage Product mix 34% EBITDA MARGIN(1) ASP Innovation FY24 MID-TERM AMBITION (1) The EBITDA represents operating income before depreciation, amortization, impairment of non-cur
Slide 14: ESG Strategy
ESG STRATEGY Pierre Barnabé – Chief Executive Officer 1 2 3 ESG STRATEGY 4 5 6 7 8 © Soitec 2024. No copying or distribution permitted. PAGE 14
Slide 15: We are the innovative soil from which smart and energy efficient electronics grow
Sustainable innovation Climate change Responsible water management We are the innovative soil Communities Drive the transition toward a sustainable economy through innovation and Biodiversity from which smart and energy Act to become a operations efficient electronics grow Responsible supply chain r
Slide 16: Acting to Reduce Our Carbon Footprint in Line with the 1.5°C Pathway
ACTING TO REDUCE OUR CARBON FOOTPRINT IN LINE WITH THE 1.5°C PATHWAY OUR ROADMAP TO ALIGN WITH THE PARIS AGREEMENT BY 2026 DRIVE THE TRANSITION 2020 2021 2022 2023 2024 2026 2030 TOWARD A First annual GHG inventory performed Approval of our GHG reduction targets by Launch of our Decarbonation -15% S
Slide 17: Acting to Reduce Our Carbon Footprint in Line with the 1.5°C Pathway
ACTING TO REDUCE OUR CARBON FOOTPRINT IN LINE WITH THE 1.5°C PATHWAY SCOPE 1 & 2 TARGET SCOPE 3 TARGET DRIVE THE Scope 1&2 absolute emissions (tCO2eq.) Scope 3 emissions intensity (tCO2eq./€m of added value) TRANSITION TOWARD A Projection without our SUSTAINABLE Climate Plan -35% vs. 2020 ECONOMY -2
Slide 18: Responsible Water Management to Support Our Growth
RESPONSIBLE WATER MANAGEMENT TO SUPPORT OUR GROWTH DRIVE THE TRANSITION TOWARD A -50% OF WATER CONSUMPTION SUSTAINABLE PER UNIT OF PRODUCTION BY FY30 vs FY21 ECONOMY THROUGH Water reuse ratio above target in FY24 - Raising FY30 target INNOVATION ~50% AND OPERATIONS Water consumption Water reuse rati
Slide 19: Promote an Inclusive and Inspiring Company Culture
PROMOTE AN INCLUSIVE AND 18% AIMING FOR GENDER PARITY MAKING SOITEC INTERNAL AN ATTRACTIVE PROMOTIONS INSPIRING EMPLOYER TO IN FY24 COMPANY SUPPORT OUR 35% ≥40% GROWTH CULTURE FY24 FY30 target PROPORTION OF WOMEN ACROSS THE GROUP 100% SHARING THE EMPLOYEES 23% FY24 ≥30% FY30 target FRUIT OF GROWTH W
Slide 20: ESG Governance at Company Level
ESG GOVERNANCE AT COMPANY LEVEL BOARD OF CEO direct oversight through Chief of Staff DIRECTORS and ESG Performance Lead ALIGN GOVERNANCE STRATEGIC OPERATIONS: COMMITTEE ENVIRONMENT PRACTICES WITH INDUSTRY- LEADING AUDIT & RISKS HR: STANDARDS TO COMMITTEE SOCIAL BECOME A REFERENCE COMPENSATION & GENE
Slide 21: FY24 Financial Statements
FY24 FINANCIAL STATEMENTS Léa Alzingre – Chief Financial Officer 1 2 3 4 FINANCIAL STATEMENTS 5 6 7 8 © Soitec 2024. No copying or distribution permitted. PAGE 21
Slide 22: FY24 Financial Highlights
FY24 FINANCIAL HIGHLIGHTS P&L CASH FLOW BALANCE SHEET €978M SALES €165M OPERATING CASH FLOW €1.5B EQUITY -10% Y/Y Organic Growth vs €262M in FY23 vs €1.3B end of March 2023 34.0% EBITDA(1) MARGIN €276M CAPEX (2) €708M GROSS CASH POSITION -2pts vs FY23 vs €244M in FY23 vs €788M end of March 2023 €178
Slide 23: Smartphone Market Inventory Impacts Revenue Generation
SMARTPHONE MARKET INVENTORY IMPACTS REVENUE GENERATION €M % Change % Change FY24 FY23 17% as reported at constant FX and scope Automotive Mobile Communications 611 731 -16% -16% & Industrial €978M 62% Automotive & Industrial 163 141 +16% +16% 21% Mobile Smart Communications Smart Devices 204 217 -6%
Slide 24: Current Operating Income at 21.3% of the Revenue with Sustained Investment in R&D
CURRENT OPERATING INCOME AT 21.3% OF THE REVENUE WITH SUSTAINED INVESTMENT IN R&D Robust gross margin at 34.0% in the context of lower volumes €M FY24 FY23 Change • Solid industrial performance, efficient cost management Revenue 978 1,089 -10% and subsidies Gross profit 332 402 -17% • Lower volumes,
Slide 25: Free Cash Flow Reflects Seasonality and Investments in Mid-Term Growth
FREE CASH FLOW REFLECTS SEASONALITY AND INVESTMENTS IN MID-TERM GROWTH €M FY24 FY23 OPERATING CASH FLOW AT €165M Operating income 205 268 Reflects lower EBITDA and higher increase in working - Depreciation and amortization 126 106 capital requirement - Other items 1 18 €142M negative change in worki
Slide 26: Very Sound Balance Sheet Maintained
VERY SOUND ASSETS - in €M 31 March 2024 31 March 2023 LIABILITIES AND EQUITY - in €M 31 March 2024 31 March 2023 BALANCE SHEET Intangible assets 156 128 Total equity 1,495 1,306 MAINTAINED Tangible assets 913 705 Long-term financial debt 669 578 Other non-current assets 89 84 Provisions and other no
Slide 27: Profit & Loss Soitec SA
PROFIT & LOSS €M FY24 FY23 Change SOITEC SA Revenue 758 1,038 -27% Operating income 874 1,154 -24% Operating expenses (730) (943) -23% Operating profit 143 212 -32% Financial income 34 36 5% Financial expenses (16) (17) 6% Net financial income 18 19 5% Recurring profit before tax 161 231 -30% Employ
Slide 28: Balance Sheet Soitec SA
ASSETS - in €M LIABILITIES AND EQUITY - in €M BALANCE SHEET 31 March 2024 31 March 2023 31 March 2024 31 March 2023 SOITEC SA Intangible assets 84 63 Total equity 1,182 1,023 Tangible assets 282 222 Provisions 5 8 Other non-current assets 505 527 Financial debt 493 498 Total non-current assets 872 8
Slide 29: FY25 Outlook
FY25 OUTLOOK STABLE REVENUE EXPECTED EBITDA MARGIN(1) CAPITAL EXPENDITURE ON AN ORGANIC BASIS EXPECTED AT ~35% EXPECTED AT ~€250M FY25 REVENUE EXPECTED FLAT Y/Y PROFITABILITY IMPROVED THROUGH CAPACITY INVESTMENTS TO SUPPORT BEFORE RESUMING GROWTH TRAJECTORY STRICT COST CONTROL STRONG GROWTH BEYOND F
Slide 30: Governance
GOVERNANCE Éric Meurice – Chairman of the Board of Directors Emmanuelle Bely – Secretary of the Board of Directors 1 2 3 4 5 GOVERNANCE 6 7 8 © Soitec 2024. No copying or distribution permitted. PAGE 30
Slide 31: Board of Directors FY24 composition
05 Board of Directors FY24 composition 1 2 3 4 5 GOVERNANCE 6 7 8 © Soitec 2024. No copying or distribution permitted. PAGE 31
Slide 32: Current Composition of the Board of Directors
CURRENT COMPOSITION OF THE BOARD OF DIRECTORS BOARD KEY FIGURES 2023-2024 INDEPENDENT EXECUTIVE BOARD BOARD MEMBERS MEMBER 42% women* Éric Meurice EMPLOYEE Pierre Barnabé Chairman DIRECTORS CEO 58% independent members* 5 nationalities Christophe Gégout Françoise Chombar Laurence Delpy Wissème Allali
Slide 33: Cross-Sector & Complementary Expertise of Board Members
CROSS-SECTOR & COMPLEMENTARY EXPERTISE OF BOARD MEMBERS EXECUTIVE SEMICONDUCTOR APPLICATION FINANCE HR INTERNATIONAL ENVIRONMENT SOCIAL GOVERNANCE TMT R&D MANAGEMENT INDUSTRY SECTORS ERIC MEURICE ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ PIERRE BARNABÉ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ ⬤ WISSÈME ALLALI ⬤ ⬤ ⬤ ⬤ BPIFRANCE PARTICIPATIONS (REPRES
Slide 34: Board Committees
4 BOARD COMMITTEES COMPENSATION AND NOMINATIONS AUDIT & RISKS COMMITTEE COMMITTEE Supervises the accuracy and reliability of the Makes recommendations on compensation and financial statements Board and Committees members succession 67%** 7 98% 67%** 8 97% independent meetings attendance independent
Slide 35: Main Topics Discussed by the Board and Committees During FY24
MAIN TOPICS DISCUSSED BY THE BOARD AND COMMITTEES DURING FY24 STRATEGY • Review of the business of the Group (products, market, organization) • Review of M&A opportunities • Review of Company's business plan for the next five years AUDIT AND RISKS • Review of the financial accounts • Review of the F
Slide 36: FY24 Assessment of the Board of Directors by an Independent External Consultant
FY24 ASSESSMENT OF THE BOARD OF DIRECTORS BY AN INDEPENDENT EXTERNAL CONSULTANT CONCLUSIONS IMPROVEMENTS • The Board of Directors and its Committees are functioning well • To strengthen the Board of Directors' and the Strategic and a significant progress has been observed since the last Committee's
Slide 37: Board of Directors FY25 evolution
Board of Directors FY25 evolution 1 2 3 4 5 GOVERNANCE 6 7 8 © Soitec 2024. No copying or distribution permitted. PAGE 37
Slide 38: Staggered and Balanced Board Renewal Schedule
STAGGERED AND BALANCED BOARD RENEWAL SCHEDULE 2026 AGM ● Eric Meurice ● Bpifrance Participations (Samuel Dalens) ● Pierre Barnabé ● Françoise Chombar ● CEA Investissement (François Jacq) ● Christophe Gégout ● Satoshi Onishi ● Fonds Stratégique de Participations (Laurence Delpy) ● Maude Portigliatti
Slide 39: FY25 Chair of the Board Transitory Evolution
FY25 CHAIR OF THE BOARD TRANSITORY EVOLUTION July 23, 2024 AGM (Execution of the succession plan) Eric Meurice Christophe Gégout Current Chair of the Board Current Referent Director Independent • Eric Meurice will take on a role of strategic Independent Expiry mandate: 2024 AGM advisor to the CEO. A
Slide 40: Selection Process of New Candidates
SELECTION PROCESS OF NEW CANDIDATES PROFILE DEFINITION PRE-SELECTION SELECTION DESIGNATION The Board sets composition and The Compensation and Nominations The Compensation and Nominations The Compensation and Nominations diversity targets based on the Committee Chair leads the selection, Committee –
Slide 41: Proposed Appointment of a New Director (Resolution n° 4)
PROPOSED APPOINTMENT OF A NEW DIRECTOR (Resolution n° 4) • Main position outside Soitec: President & Chief Executive Officer of Borgwarner** (USA) • Professional experience: Since August 2018, Frédéric Lissalde has been President and CEO of Borgwarner, one of the world's leading automotive suppliers
Slide 42: Proposed Reappointments of Board Members at the 2024 AGM
PROPOSED REAPPOINTMENTS OF BOARD MEMBERS AT THE 2024 AGM (Resolutions n° 5 to 7) ● 100% average rate attendance ● She contributes significantly to the work of the Board and the Committees on which she sits, bringing her experience in the semiconductor and automotive industries, while also actively c
Slide 43: Reappointments of the Directors Representing the Employees
REAPPOINTMENTS OF THE DIRECTORS REPRESENTING THE EMPLOYEES • In accordance with the Company's by-laws and the French law, at the end of FY24, the two trade unions organizations which obtained the most votes in the first round of the elections were invited by the Chair of the Board to (re)appoint the
Slide 44: Proposed Composition of the Board of Directors
Chair of the Strategic PROPOSED COMPOSITION OF THE BOARD OF DIRECTORS Committee Chair of the Audit & Risks Committee Chair of the Compensation & Nominations Committee INDEPENDENT EXECUTIVE BOARD BOARD Chair of the ESG Committee MEMBERS MEMBER Pierre Barnabé Christophe Gégout EMPLOYEE CEO Chairman DI
Slide 45: Corporate Officers' Compensation
CORPORATE OFFICERS’ COMPENSATION Emmanuelle Bely –Secretary of the Board of Directors 1 2 3 4 5 6 COMPENSATION 7 8 © Soitec 2024. No copying or distribution permitted. PAGE 45
Slide 46: FY24 Compensation Elements
FY24 Compensation Elements 1 2 3 4 5 6 COMPENSATION 7 8 © Soitec 2024. No copying or distribution permitted. PAGE 46
Slide 47: FY24 Compensation of Eric Meurice, Chair of the Board
FY24 COMPENSATION OF ERIC MEURICE, CHAIR OF THE BOARD OF DIRECTORS, GROSS AMOUNT (Resolution n° 10) FIXED COMPENSATION €230,000 According to the compensation policy approved by the 2023 AGM: • This compensation is not paid out of the budget allocated for the compensation of the members of the Board
Slide 48: FY24 Compensation of Members of the Board of Directors
FY24 COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS, EXCLUDING THE CEO AND THE CHAIR OF THE BOARD, GROSS AMOUNT (Resolution n° 9) TOTAL AMOUNT €808,768 According to the compensation policy approved by the 2023 AGM: ALLOCATION • 100% of the compensation of Directors is allocated in proportion to t
Slide 49: FY24 Compensation of Pierre Barnabé, CEO
FY24 COMPENSATION OF PIERRE BARNABÉ, CEO, GROSS AMOUNTS (Resolution n° 11) FIXED COMPENSATION €480,000 SHORT-TERM VARIABLE COMPENSATION €244,992 - 51.04% achievement rate: - Financial Objectives: 0% - Strategic Objectives: 46.4% - x1.1 Multiplier: improvement in the ESG rating assigned by MSCI, from
Slide 50: Compensation Policies for FY25
Compensation Policies for FY25 1 2 3 4 5 6 COMPENSATION 7 8 © Soitec 2024. No copying or distribution permitted. PAGE 50
Slide 51: FY25 Compensation Policy for the Chair of the Board
FY25 COMPENSATION POLICY FOR THE CHAIR OF THE BOARD OF DIRECTORS, GROSS AMOUNT (Resolution n° 12) CURRENT FIXED COMPENSATION PROPOSED FIXED COMPENSATION €230,000 €280,000 Effective after the transition period This compensation increase will allow to bring the Chair of the Board's compensation in lin
Slide 52: FY25 Compensation Policy of the Board of Directors
FY25 COMPENSATION POLICY OF THE BOARD OF DIRECTORS, GROSS AMOUNT (Resolution n° 13) TOTAL AMOUNT €820,000 (unchanged from last year) ALLOCATION ALLOCATION PRINCIPLES (Based on a 100% attendance rate for all meetings over the full fiscal year) • All Directors receive a compensation for their director
Slide 53: FY25 Compensation Policy for the CEO, Proposed Adjustments
FY25 COMPENSATION POLICY FOR THE CEO, PROPOSED ADJUSTEMENTS (Resolution n° 14) PROPOSED TARGET COMPENSATION STRUCTURE CURRENT COMPENSATION STRUCTURE AT TARGET SUBJECT TO APPROVAL BY THE AGM 20% 22% Fixed compensation Fixed compensation 80% of 78% of 60% * compensation 56% * compensation Long-term va
Slide 54: FY25 Compensation Policy for the CEO, Variable Compensation
FY25 COMPENSATION POLICY FOR THE CEO, VARIABLE COMPENSATION (Resolution n° 14) VARIABLE COMPENSATION Compliant Free performance shares within authorization of shareholders, Over and within general rules of the LTI yearly program Weighting performance Revenue 20% 30% EBITDA 20% 30% Operating Cash flo
Slide 55: FY25 Compensation Policy for the CEO, Gross Amounts
FY25 COMPENSATION POLICY FOR THE CEO, GROSS AMOUNTS (Resolution n° 14) FIXED COMPENSATION €530,000 SHORT-TERM VARIABLE COMPENSATION Up to a maximum of 165% of his fixed compensation LONG-TERM VARIABLE COMPENSATION Up to a maximum of 250% of his fixed compensation SUPPLEMENTARY PENSION PLAN PERO plan
Slide 56: Statutory Auditors' Reports
STATUTORY AUDITORS' REPORTS Benjamin Malherbe – Representing Ernst & Young Audit Rémi Vinit-Dunand – Representing KPMG S.A. 1 2 3 4 5 6 7 AUDITORS' REPORTS 8 © Soitec 2024. No copying or distribution permitted. PAGE 56
Slide 57: Statutory Auditors' reports
• Statutory Auditors’ report on the financial statements • Statutory Auditors’ report on the consolidated financial statements • Statutory Auditors’ report on related party agreements • Statutory Auditors’ report on the issue of ordinary shares and/or securities giving access, immediately or in the
Slide 58: Q&A
Q&A
Slide 59: Votes on the Resolutions
VOTES ON THE RESOLUTIONS Emmanuelle Bely – Secretary of the Board of Directors 1 2 3 4 5 6 7 8 RESOLUTIONS © Soitec 2024. No copying or distribution permitted. PAGE 59
Slide 60: Resolutions within the competence of the Ordinary General Meeting
Resolutions within the competence of the Ordinary General Meeting 1 2 3 4 5 6 7 8 RESOLUTIONS © Soitec 2024. No copying or distribution permitted. PAGE 60
Slide 61: Resolutions n° 1 to 3 Approval of the financial statements and appropriation of net profit
Resolutions n° 1 to 3 Approval of the financial statements and appropriation of net profit Resolution n° 1 Resolution n° 2 Resolution n° 3 FY24 statutory financial FY24 Consolidated financial Appropriation of net profit: statements: statements: • €24,577 to the “Legal • Revenue of €757,536,690.74 •
Slide 62: Resolutions n° 4 to 7 Proposed appointment and reappointment of the Board of Directors
Resolutions n° 4 to 7 Proposed appointment and reappointment of the Board of Directors Resolution n° 4 Appointment of Frédéric Lissalde as a director Resolution n° 5 Reappointment of Françoise Chombar as a director Resolution n° 6 Reappointment of Satoshi Onishi as a director Resolution n° 7 Reappoi
Slide 63: Resolution n° 8 Amendment to the supplementary pension plan
Resolution n° 8 Approval of the amendment to the defined contribution supplementary pension plan that forms part of the Chief Executive Officer’s compensation policy, effective from January 1, 2024 In line with the transfer done from "Article 83" to the PERO (plan d’épargne retraite obligatoire) to
Slide 64: Resolutions n° 9 to 11 Approval of the compensation of the corporate officers for FY24
Resolutions n° 9 to 11 Approval of the compensation of the corporate officers for FY24 (Ex-post Say-on-pay) Approval of the information relating to the compensation of the Company’s corporate officers required Resolution n° 9 by Article L. 22-10-9, I of the French Commercial Code, as presented in se
Slide 65: Resolutions n° 12 to 14 Approval of the compensation policies for FY25
Resolutions n° 12 to 14 Approval of the compensation policies for the corporate officers for FY'25 (Ex-ante say-on-pay) Resolution n° 12 Approval of the compensation policy for the Chair of the Board of Directors, as presented in sections 4.2.1 and 4.2.2.1 of the FY24 URD. Resolution n° 13 Approval
Slide 66: Resolution n° 15 Services agreement with Éric Meurice
Resolution n° 15 Approval, in accordance with Articles L. 225-38 et seq. of the French Commercial Code, of a services agreement entered into with Éric Meurice, Chair of the Company’s Board of Directors at the date the agreement was signed Effective date: September 1st, 2024. Purpose: To define the m
Slide 67: Resolution n° 16 Appointment of KPMG S.A. as sustainability auditor
Resolution n° 16 Appointment of KPMG S.A. as Statutory Auditor responsible for certifying the Company’s sustainability information Legal framework: In accordance with the CSRD (Corporate Sustainability Reporting Directive) Duration: for the remaining term of office (i.e. 2028 AGM). Process and reaso
Slide 68: Resolution n° 17 Authorization for transactions on the Company's shares
Resolution n° 17 Authorization to be granted to the Board of Directors to carry out transactions on the Company’s shares Main purposes: • Liquidity agreement • Allocation of free performance shares • External growth transactions • Cancellation of shares Maximum purchase price: • €165 per share (excl
Slide 69: Resolutions within the competence of the Extraordinary General Meeting
Resolutions within the competence of the Extraordinary General Meeting 1 2 3 4 5 6 7 8 RESOLUTIONS © Soitec 2024. No copying or distribution permitted. PAGE 69
Slide 70: Resolution n° 18 Delegation of authority to issue shares and securities
Resolution n° 18 Delegation of authority to be granted to the Board of Directors for the purpose of issuing shares and/or securities giving access, immediately or in the future, to the Company’s share capital, reserved for categories of persons meeting defined requirements, with a waiver of sharehol
Slide 71: Resolution n° 19 Capital increase reserved for savings plan members
Resolution n° 19 Delegation of authority to be granted to the Board of Directors for the purpose of carrying out one or more share capital increases by way of the issue of shares and/or securities giving access to the Company’s share capital reserved for members of a company savings plan, with a wai
Slide 72: Resolution n° 20 Authorization to allocate free shares
Resolution n° 20 Authorization to be granted to the Board of Directors to allocate, free of consideration, pursuant to Articles L. 225-197-1 et seq. and Articles L. 22-10-59 and L. 22-10-60 of the French Commercial Code, ordinary shares of the Company to employees and/or corporate officers of the Co
Slide 73: Resolution n° 21 Authorization to reduce share capital by canceling shares
Resolution n° 21 Authorization to be granted to the Board of Directors to reduce the share capital by canceling shares acquired by the Company pursuant to Article L. 22-10-62 of the French Commercial Code, up to a maximum of 10% of the share capital Ceilings: • In share capital = 10% over a period o
Slide 74: Resolution within the competence of the Ordinary General Meeting
Resolution within the competence of the Ordinary General Meeting 1 2 3 4 5 6 7 8 RESOLUTIONS © Soitec 2024. No copying or distribution permitted. PAGE 74
Slide 75: Resolution n° 22 Powers for formalities
Resolution n° 22 Powers for formalities Powers to perform legal formalities 1 2 3 4 5 6 7 8 RESOLUTIONS © Soitec 2024. No copying or distribution permitted. PAGE 75
Slide 76: Thank You
2024 ANNUAL GENERAL MEETING THANK YOU