Expert Corporate Governance Service (ECGS)
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ASML -AGM 24 April 2019

In general, ASML is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 5, the supervisory board seeks approval to amend the Company's remuneration policy. ECGS notes that, under the proposed amendments, the maximum variable compensation will correspond to 340% of annual base salary, which exceeds the threshold of 300% under its guidelines. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 6, approval is sought to designate the executive board as the body authorised to issue ordinary shares in connection with the Company's LT incentive plan.

ECGS notes that, under the proposed amendments of ITEM 5 above, the maximum LT variable salary will correspond to 220% of annual base salary, which exceeds the threshold of 200% under its guidelines. ECGS therefore recommends to vote OPPOSE.

There are no further peculiarities.

ASML Holding N.V.

ASML Holding provides lithography systems for the semiconductor industry, manufacturing machines that are used in the production of integrated circuits or chips. Co. develops, produces, markets, sells and services advanced semiconductor equipment systems exclusively consisting of lithography systems. Co. sells its products to micro-processor manufacturers and Foundries, NAND-Flash memory and DRAM memory chipmakers. Co.'s products line includes the following: PAS 5000 lithography systems, which Co. no longer manufactures but continues to refurbish; PAS 5500 products; TWINSCAN DUV systems and TWINSCAN EUV systems based on a new platform utilizing the concepts of the TWINSCAN platform.


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