X-FAB — AGM Information 2021

Apr 30, 2021

X-FAB Silicon Foundries SE • Transportstraat 1 • 3980 Tessenderlo, Belgium

Minutes of the general meeting of shareholders held on Thursday 29 April 2021 at Transportstraat 1, 3980 Tessenderlo, Belgium

The meeting is opened at 14h00 CET under the chairmanship of Mr. Roland Duchâtelet, director, in the absence of Mr. Datuk Amar Ahmad Tarmizi Bin Sulaiman, Chairman of the Board of Directors.

Language

The Chairman notes that, in accordance with the Law, Dutch is the official language of the meeting. Since some members of the Board of Directors don't speak Dutch, Mr. Roland Duchâtelet will provide the necessary explanatory notes in English. He invites the persons who do not speak Dutch to express themselves in English.

Bureau

In accordance with Article 37 of the Articles of Association is appointed as secretary of the meeting:

o Mr. Manuel VANGOITSENHOVEN, who works in the Company as Legal Counsel.

Is appointed as recorder of the votes:

o Ms. Alba MORGANTI, who is CFO of the Company.

The Chairman, the Secretary and the recorder of the votes form the Bureau and are physically present. Rudi DE WINTER, permanent representative of the Managing Director (SENSINNOVAT BV) is also physically present.

The other directors present, as well as the statutory auditor, take part in the meeting remotely and via electronic means.:

• o Mr. Thomas Hans-Jürgen STRAUB;
• o Mr. Tan Sri Hamid Bin Bugo
• o AURORE NV (represented by Ms. Christine JULIAM);
• o Ms. Christel VERSCHAEREN;
• o Ms. Estelle IACONA;
• o VLINVLIN BV (represented by Ms. Ling QI); and
• o Herwig Carmans (permanent representative of the statutory auditor)

Verifications by the Bureau – Attendance list

The Chairman reports to the meeting about the verifications and conclusions made by the Bureau during and after the fulfillment of the registration formalities by the participants, in view of the composition of the meeting:

I. The convocation to this General Meeting has been published as follows:

by means of an announcement published in:

• o the Belgian Official Journal on 30 March 2021;
• o De Tijd on 30 March 2021;
• by means of media that may reasonably be relied upon for the effective dissemination of information to the public throughout the European Economic Area and that is accessible fast and on a non-discriminatory basis, i.e. by publication on the website of the Company as well as via a message to all persons subscribed to the "X-FAB's investor news";
• by means of a publication of the convening notice on the platform (i.e. STORI) of the competent authority, being the FSMA;
• by means of notifications sent on 30 March 2021 by e-mail to the Directors and the Statutory Auditor of the Company.

II. The convocation mentioned sub I, as well as all other information mentioned in article 7:129 of the Belgian Companies and Associations Code, has been made available for the shareholders on the website of the Company www.xfab.com without interruption as of 30 March 2021 until today. This information will remain available on the website for a period of five (5) years as of today.

III. The Company hasn't received any notices from shareholders holding alone or together at least 10% of the share capital of the Company who wished to make use of their right to have items added to the agenda or to file resolution proposals in relation to items already on or to be added to the agenda. Consequently the agenda as included in the convocation mentioned sub I remained unchanged.

IV. The Bureau has concluded and informs the Meeting:

• that all shareholders mentioned on the attendance list have timely complied with the provisions of article 7:134 of the Belgian Companies and Associations Code and the Articles of Association in order to be admitted to the Meeting;
• that all proxies that have been presented comply with the provisions of article 7:143 of the Belgian Companies and Associations Code and have been timely received by the Company. None of the proxy holders appointed in the proxies has a capacity as mentioned in article 7:143 of the Belgian Companies and Associations Code that could cause a potential conflict of interest between an appointed proxy holder and the shareholder that he represents, except for Mr. DUCHÂTELET Roland, Ms. MORGANTI Alba and Mr. VANGOITSENHOVEN Manuel, aforementioned, who declare to have a position in the Company respectively as directors, manager with leading responsibility and legal counsel, as mentioned before after their name, and who declare having received specific voting instructions for each and every item on the agenda;
• that the Company requested the shareholders to participate in the Meeting by means of an electronic communication tool made available by the Company and allows to vote at distance prior to the Meeting by letter by means of a form made available by the Company. As explained in the convening notice of meeting, the Company does not provide for the possibility of voting by electronic means at the meeting itself. The electronic means of communication does, however, enable shareholders to take direct, simultaneous and uninterrupted notice of the proceedings at the meeting, to participate in the deliberations and to exercise the right to ask questions.

The accuracy of these facts is examined by the Meeting and acknowledged as being correct. Therefore all shareholders mentioned on the attendance list, including all proxy holders appointed

in the submitted proxies, are admitted to the Meeting to participate in the deliberation and voting over the items on the agenda of the Meeting.

Subsequently the Meeting approves the attendance list as determined by the Bureau in its entirety as well as all attached private proxies that have been presented to the Bureau, and also approves the proxy holders appointed in these proxies. To the extent necessary each and every potential nullity in the proxies submitted to the Bureau, in form or for any other reason, is explicitly waived. These approvals are provided with unanimity.

From the attendance list it appears that 168 shareholders are present or represented with a total of 99.138.162 shares.

V. The share capital of the Company amounts to six hundred fifty-seven million, four hundred fiftysix thousand, eight hundred fifty euro and sixty-eight cents (€ 657,456,850.68), represented by one hundred thirty million seven hundred eighty-one thousand six hundred sixty-nine (130,781,669) shares without nominal value mentioned.

VI. All the shares of the Company are voting shares and each share is entitled to one (1) vote, except one hundred forty-nine thousand seven hundred forty-eight (149,748) shares that have been acquired by "X-FAB Semiconductor Foundries GmbH", a private company under German law, registered at the districts court of Jena with the number (HRB) 111661, with registered office at D - 99097 Erfurt, Haarbergstrasse 67, which is a direct controlled subsidiary of the Company, and which shares to date are still held in possession by its directly controlled subsidiary, and because of which their voting rights are currently suspended.

VII. No bonds, warrants or certificates have been issued.

VIII. As of the publication of the convening notice until April 24th, 2020, the company received no written questions. The Chairman requests whether participants have questions related to any of the agenda items. The directors process these written and oral questions.

IX. The convening formalities were therefore complied with according to the abovementioned applicable legal provisions.

The Meeting confirms with unanimity this explanation by the Chairman and proceeds with the discussion of the agenda.

The Chairman explains the general policy of the Company and the group in a global context.

Thereupon the Chairman gives the floor to Mr. Rudi De Winter, representative of SENSINNOVAT BV, managing director, who draws attention to a few key points of the annual report of the Board of Directors on the financial year 2019.

X. Said Meeting was convened to deliberate and to decide upon the following:

AGENDA AND RESOLUTION PROPOSALS AS MENTIONED IN THE CONVENING NOTICE REFERRED TO SUB I:

1. Statutory annual report of the board of directors and the report of the statutory auditor regarding the statutory annual accounts for the financial year ended on December 31, 2020.

The Chairman records that the Meeting abandons to have the annual report of the Board of Directors and the audit report of the Statutory Auditor read. Except for the remuneration report, these reports do not require a decision.

1. Communication of the consolidated annual accounts for the financial year ending on December 31, 2020.

These consolidated annual accounts and reports do not need to be approved by the shareholders.

1. Approval of the statutory annual accounts for the financial year ended on December 31 , 2020 and allocation of the financial result.

Resolution: Subsequent to the examination of the statutory annual report and the report of the statutory auditor and to the discussion of the statutory annual accounts and the consolidated annual accounts for the financial year ended on December 31, 2020, the statutory annual accounts for the financial year ended on December 31, 2020 are approved.

The ordinary result amounts to EUR 49,820,365.68 Including the result carried forward from the financial year ending on December 31, 2019, the total result to be appropriated for the financial year ending on December 31, 2020, amounts to EUR 183,743,956.46. It is approved that this result be allocated as determined in the annual accounts closed on December 31, 2020, as follows:

• Result to be carried forward: EUR 180,691,383.18
• Addition to legal reserves: EUR 2,491,018.28
• Addition to the other reserves: EUR 561,555.00

Number of shares with a valid vote:	130,631,921
Number of valid votes cast:	99,138,162
Number of votes for:	98,218,498
Number of votes against:	-
Number of abstentions:	919,664

1. Approval of the remuneration report.

The Chairman clarifies to the Meeting the remuneration report, which is part of the corporate governance statement in the annual report of the Board of Directors.

Resolution: The shareholders' meeting approves the remuneration report regarding the financial year ended on December 31, 2020.

Number of shares with a valid vote:	130,631,921
Number of valid votes cast:	99,138,162
Number of votes for:	98,226,963
Number of votes against:	29,198
Number of abstentions:	882,001

1. Approval of the remuneration policy

Resolution: The shareholders' meeting approves the remuneration policy drawn up in accordance with Article Art. 7:89/1 BCCA and the Belgian Corporate Governance Code 2020.

Number of shares with a valid vote:	130,631,921
Number of valid votes cast:	99,138,162
Number of votes for:	98,177,550
Number of votes against:	78,611
Number of abstentions:	882,001

1. Discharge from liability to the directors.

Resolution: The directors and their permanent representatives are discharged from liability for their mandate executed during the financial year ended on December 31, 2020.

Number of shares with a valid vote:	130,631,921
Number of valid votes cast:	99,138,162
Number of votes for:	97,352,832
Number of votes against:	858,876
Number of abstentions:	926,454

1. Discharge from liability to the statutory auditor.

Resolution: The statutory auditor is discharged from liability for its mandate executed during the financial year ended on December 31, 2020.

Number of shares with a valid vote:	130,631,921
Number of valid votes cast:	99,138,162
Number of votes for:	97,343,155
Number of votes against:	868,553
Number of abstentions:	926,454

1. (Re-)appointment of directors and determination of the remuneration.

Resolution: The meeting decides to (re-)appoint the following directors for a term of four years starting today and ending immediately after the annual shareholders' meeting deciding on the annual accounts for the financial year ending on December 31st, 2024:

a. Ms. Hasmawati Binti Sapawi

Explanatory note: upon recommendation of the nomination committee, the board of directors decided on March 23, 2021 to propose Ms. Hasmawati Binti Sapawi for appointment replacing Datuk Amar Haji Ahmad Tarmizi Bin Haji Sulaiman.

Hasmawati Binti Sapawi holds a Bachelor of Arts (Hons, Economics) from Concordia University, Montreal, a Master of Business Administration from Monash University Melbourne and a Master of Environmental Management (Development Planning) from Universiti Malaysia Sarawak. She started her career as an economist in the Investment Division at Land Custody & Development Authority ("PELITA") from November 1992 to December 2005 before serving in the State Financial Secretary's Office of Sarawak in 2006. Presently she is the Director of Corporate Services & Investment Division at the

State Financial Secretary Office (Sarawak) handling corporate finance and investment activities. Ms. Hasmawati also sits on the board of several State Government -linked Companies, among others, Sarawak Oil Palms Berhad, Sarawak Plantation Berhad, Amanah Saham Sarawak Berhad, Borneo Housing Mortgage Finance Berhad, Malaysia LNG Tiga Sdn Bhd, Shell MDS Sdn Bhd, Sarawak Medical Centre Sdn Bhd and Sarawak Media Group Sdn Bhd.

Number of shares with a valid vote:	130,631,921
Number of valid votes cast:	99,138,162
Number of votes for:	94,246,217
Number of votes against:	4,009,944
Number of abstentions:	882,001

b. Sensinnovat BV (permanently represented by Rudi De Winter)

Number of shares with a valid vote:	130,631,921
Number of valid votes cast:	99,138,162
Number of votes for:	97,872,008
Number of votes against:	384,153
Number of abstentions:	882,001

c. Mr. Roland Duchâtelet

Number of shares with a valid vote:	130,631,921
Number of valid votes cast:	99,138,162
Number of votes for:	93,387,341
Number of votes against:	4,868,820
Number of abstentions:	882,001

d. Mr. Thomas Hans-Jürgen Straub

Number of shares with a valid vote:	130,631,921
Number of valid votes cast:	99,138,162
Number of votes for:	93,337,928
Number of votes against:	4,918,233
Number of abstentions:	882,001

e. Mr. Tan Sri Hamid Bin Bugo

Number of shares with a valid vote:	130,631,921
Number of valid votes cast:	99,138,162
Number of votes for:	88,377,471
Number of votes against:	9,878,690
Number of abstentions:	882,001

f. Ms. Christel Verschaeren

Number of shares with a valid vote:	130,631,921
Number of valid votes cast:	99,138,162
Number of votes for:	96,296,470
Number of votes against:	1,959,691
Number of abstentions:	882,001

g. Ms. Estelle Iacona

Number of shares with a valid vote:	130,631,921
Number of valid votes cast:	99,138,162
Number of votes for:	97,238,520
Number of votes against:	1,017,641
Number of abstentions:	882,001

Non-executive directors will receive a fixed annual gross remuneration of EUR 15,000 for their mandate, an additional annual gross remuneration of EUR 5,000 for each membership in a board committee as well as a reimbursement of reasonable costs to attend the board and/or committee meetings. Executive directors are not remunerated for their mandate.

9. Permanent representative of the statutory auditor.

This item does not require a decision by the shareholders.

It is explicitly confirmed and recorded that for all the above mentioned decisions each proxy holder has voted according to the voting instructions of the shareholder that appointed him. The Company will keep a joint register of the voting instructions on behalf of all proxy holders and will keep such register at its registered office in view of the compliance with the information duty towards the shareholders according to article 7:143 of the Belgian Companies and Associations Code.

Closing of the Meeting

There were no technical problems or incidents that prevented or disrupted electronic participation in the general assembly.

There being no other items on the agenda, this annual meeting is closed by the Chairman at 14h53.

After reading, the members of the Bureau and the shareholders who request to do so, sign the minutes.