ECGS notes that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person.

In general, NXP Semiconductors ("NXP") is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEMS 3a-3h, it is proposed to (re-)elect the board of directors.

In view of concerns over aggregate time commitments, ECGS recommends to vote OPPOSE to the re-election of: Mr. Josef Kaeser (ITEM 3d).

Under ITEM 6 authorisation is sought to repurchase own shares. ECGS notes that the authority requested exceeds its guidelines and furthermore considers that it is currently not the right moment to proceed to a new share buyback programme in view of the recent events relating to Covid-19. Accordingly, ECGS recommends to vote OPPOSE.

Under ITEM 7, authority is sought for a capital reduction by cancellation of part of its holding of treasury shares. In ECGS'view, a reduction of share capital by cancellation of shares is a technical issue that does not negatively impact shareholder interests. As a matter of principle, ECGS will only oppose share cancellations which significantly deplete cash flow provided that a company is not able to pay a dividend. However, whereas ECGS acknowledges that the company is currently well capitalised, it considers that it should wait until next year to cancel its repurchased shares. In case there is a further deterioration of the market, NXP could decide to re-issue the treasury shares to strengthen its capital base. Therefore, ECGS recommends to OPPOSE.

Under ITEM 9 approval is sought of the remuneration of the board of directors. Although, the (proposed) non-executive fees are conform to Dutch market practice, ECGS notes that, contrary to provision 3.3.2 of the Dutch Corporate Governance Code, members of the board of directors receive share-based compensation. Therefore, ECGS recommends to vote OPPOSE.

Finally, under ITEM 11, an advisory vote on the Company's executive remuneration report is requested. ECGS notes that the total variable salary granted in the year under review, corresponding to 1293% of annual base salary, exceeds the maximum threshold under its guidelines. Accordingly, ECGS recommends to vote OPPOSE.