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X-FAB Annual Report 2020

Mar 30, 2021

9898_rns_2021-03-30_6c95e457-357a-482c-b37c-12392b0207fc.PDF

Annual Report

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40
NAT.
Filing date N°.
0882.390.885
P. 1
U.
EUR
D.
C-c 1
ANNUAL ACCOUNTS AND OTHER DOCUMENTS TO BE FILED IN
ACCORDANCE WITH THE BELGIAN COMPANIES AND ASSOCIATIONS
CODE
IDENTIFICATION DETAILS (at the filing date)
NAME: X-FAB SILICON FOUNDRIES
Legal form: SE
Address: TRANSPORTSTRAAT N°.
1
Postal code: 3980 Town:
Tessenderlo
Country: Belgium
Website : 1 Register of legal persons - commercial court: Antwerpen, Division Hasselt
Company registration number 0882.390.885
DATE 7-4-2017 of filing the most recent document mentioning the date of publication of
the deed of incorporation and of the deed of amendment of the articles of association.
ANNUAL ACCOUNTS IN EURO (2 decimals) 2
approved by the general meeting of 29-4-2021
regarding the period from 1-1-2020 to 31-12-2020
Preceding period from 1-1-2019 to 31-12-2019
The amounts for the preceding period 3
are
are not
identical to the ones previously published.
/
Total number of pages filed:
67
Numbers of the sections of the standard model form not filed
because they serve no useful purpose:
6.1, 6.2.1, 6.2.2, 6.2.3, 6.2.4, 6.2.5, 6.3.1, 6.3.4, 6.3.5, 6.3.6, 6.4.2, 6.4.3, 6.5.2, 6.6, 6.8, 6.17,
6.18.2, 6.19, 6.20, 9, 11, 12, 13, 14, 15
Signature
Signature
(name and position)
(name and position)
Rudi De Winter

Optional mention. 1

If necessary, change to currency in which the amounts are expressed. 2

3 Strike out what does not apply.

LIST OF DIRECTORS, BUSINESS MANAGERS AND AUDITORS AND DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT

LIST OF DIRECTORS, BUSINESS MANAGERS AND AUDITORS

COMPLETE LIST with surname, first names, profession, place of residence (address, number, postal code and town) and position within the company

KPMG Bedrijfsrevisoren BV 0419.122.548

Luchthaven Brussel Nationaal 1K, 1930 Zaventem, Belgium

Title : Auditor, Membership number : B00001

Mandate : 30-4-2020- 27-4-2023

Represented by :

Carmans Herwig 1.

Luchthaven Brussel Nationaal 1K , 1930 Zaventem, Belgium

, Membership number : A02326

Iacona Estelle

Title : Director Mandate : 16-3-2017- 29-4-2021 Transportstraat 1, 3980 Tessenderlo, Belgium

DUCHATELET ROLAND

Title : Director Mandate : 16-3-2017- 29-4-2021 Transportstraat 1, 3980 Tessenderlo, Belgium

Verschaeren Christel Constancia C.

Title : Director Mandate : 16-3-2017- 29-4-2021 Transportstraat 1, 3980 Tessenderlo, Belgium

STRAUB HANS-JÜRGEN

Title : Director Mandate : 16-3-2017- 29-4-2021 Transportstraat 1, 3980 Tessenderlo, Belgium

TARMIZI BIN SULAIMAN AHMAD

Title : Director Mandate : 16-3-2017- 29-4-2021 Transportstraat 1, 3980 Tessenderlo, Belgium

BIN BUGO HAMID

Title : Director Mandate : 16-3-2017- 29-4-2021 Transportstraat 1, 3980 Tessenderlo, Belgium

LIST OF DIRECTORS, BUSINESS MANAGERS AND AUDITORS (continued from previous page)

Sensinnovat BV 0884.338.607

Boektlaan 14, 3550 Heusden-Zolder, Belgium

Title : Delegated director

Mandate : 17-3-2017- 29-4-2021

Represented by :

  • De Winter Rudi 1.
  • Transportstraat 1 , 3980 Tessenderlo, Belgium

Aurore NV 0445.038.572

Beigemsesteenweg 55, 1850 Grimbergen, Belgium

Title : Director

Mandate : 26-4-2018- 28-4-2022

Represented by :

Juliame Christine 1.

Beigemsesteenweg 55 , 1850 Grimbergen, Belgium

VLINVLIN BV 0723.452.427

Lege Veldkantlaan 18, 2540 Hove, Belgium

Title : Director

Mandate : 25-4-2019- 27-4-2023

Represented by :

QI Lin 1.

Lege Veldkantlaan 18 , 2540 Hove, Belgium

DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT

The managing board declares that not a single audit or correction assignment has been given to a person not authorized to do so by law, pursuant to articles 34 and 37 of the law of 22 April 1999 concerning accounting and tax professions.

The annual accounts were / were not * or corrected by an external accountant or by a company auditor who is not the statutory auditor.

If affirmative, should be mentioned hereafter: surname, first names, profession and address of each external accountant or company auditor and their membership number at their Institute, as well as the nature of their assignment:

  • A. Bookkeeping of the company **,
  • B. Preparing the annual accounts **,
  • C. Auditing the annual accounts and/or
  • D. Correcting the annual accounts.

If the tasks mentioned under A or B are executed by certified accountants or certified bookkeepers - tax experts, the following information can be mentioned hereafter: surname, first names, profession and address of each certified accountant or certified bookkeeper-tax expert and their membership number at the Institute of Accounting professionals and Tax Experts, as well as the nature of their assignment.

Surname, first names, profession and address Membership number Nature of the
assignment
(A, B, C and/or D)

* Strike out what does not apply.

** Optional mention.

ANNUAL ACCOUNTS

BALANCE SHEET AFTER APPROPRIATION

Notes Codes Period Preceding period
ASSETS
FORMATION EXPENSES
6.1 20

FIXED ASSETS
21/28 873.292.809,85 850.000.317,41


Intangible fixed assets
6.2 21

Tangible fixed assets
6.3 22/27 23.616,06 31.123,62
Land and buildings 22
Plant, machinery and equipment 23 103,20 185,76
Furniture and vehicles 24 23.512,86 30.937,86
Leasing and other similar rights 25
Other tangible fixed assets 26
Assets under construction and advance payments 27
Financial fixed assets
6.4 /
6.5.1
28 873.269.193,79 849.969.193,79

Affiliated Companies
6.15 280/1 873.269.193,79 849.969.193,79
Participating interests 280 847.250.020,65 822.250.020,65
Amounts receivable 281 26.019.173,14 27.719.173,14
Other companies linked by participating interests 6.15 282/3
Participating interests 282
Amounts receivable 283
Other financial fixed assets 284/8
Shares 284
Amounts receivable and cash guarantees 285/8
Notes Codes Period Preceding period
CURRENT ASSETS
29/58 72.793.563,07 49.054.613,93

Amounts receivable after more than one year
29

Trade debtors
290
Other amounts receivable
291
Stocks and contracts in progress
3

Stocks
30/36
Raw materials and consumables 30/31
Work in progress 32
Finished goods 33
Goods purchased for resale 34
Immovable property intended for sale 35
Advance payments 36
Contracts in progress 37
Amounts receivable within one year
40/41 36.795.165,87 17.285.128,35

Trade debtors
40
Other amounts receivable 41 36.795.165,87 17.285.128,35
Current investments
6.5.1 /
6.6
50/53

Own shares
50
Other investments 51/53
Cash at bank and in hand
54/58 35.991.009,55 31.769.485,58

Accruals and deferred income

6.6 490/1 7.387,65
TOTAL ASSETS
20/58 946.086.372,92 899.054.931,34
Notes Codes Period Preceding period
EQUITY AND LIABILITIES
EQUITY
10/15 941.160.942,86 891.340.577,18
Contributions
6.7.1 10/11 750.358.942,84 750.358.942,84

Capital
10 657.456.850,68 657.456.850,68
Issued capital 100 657.456.850,68 657.456.850,68
4
Uncalled capital
101
Beyond capital 11 92.902.092,16 92.902.092,16
Share premium account 1100/10 92.902.092,16 92.902.092,16
Other 1109/19
Revaluation surpluses
12
Reserves
13 10.110.616,84 7.058.043,56

Reserves not available
130/1 10.110.616,84 7.058.043,56
Legal reserve 130 9.549.061,84 7.058.043,56
Reserves not available statutorily 1311
Purchase of own shares 1312 561.555,00
Financial support 1313
Other 1319
Untaxed reserves 132
Available reserves 133
Accumulated profits (losses)
(+)/(-)
14 180.691.383,18 133.923.590,78
Capital subsidies
15

Advance to shareholders on the distribution of net
5
assets
19

PROVISIONS AND DEFERRED TAXES
16


Provisions for liabilities and charges
160/5


Pensions and similar obligations
160

Taxes
161
Major repairs and maintenance 162
Environmental obligations 163
Other liabilities and charges 6.8 164/5
Deferred taxes
168

Amount to be deducted from the issued capital. 4

Amount to be deducted from the other components of equity. 5

Notes Codes Period Preceding period
AMOUNTS PAYABLE
17/49 4.925.430,06 7.714.354,16

Amounts payable after more than one year
6.9 17

Financial debts
170/4


Subordinated loans
170
Unsubordinated debentures 171
Leasing and other similar obligations 172
Credit institutions 173
Other loans 174
Trade debts 175
Suppliers 1750
Bills of exchange payable 1751
Advance payments on contracts in progress 176
Other amounts payable 178/9
Amounts payable within one year 6.9 42/48 4.897.322,86 7.714.354,16

Current portion of amounts payable after more than
one year falling due within one year
42
Financial debts 43
Credit institutions 430/8
Other loans 439
Trade debts 44 14.299,80 445.920,39
Suppliers 440/4 14.299,80 445.920,39
Bills of exchange payable 441
Advance payments on contracts in progress 46
Taxes, remuneration and social security 6.9 45 149.302,71 498.054,93
Taxes 450/3 116.067,00 474.802,00
Remuneration and social security 454/9 33.235,71 23.252,93
Other amounts payable 47/48 4.733.720,35 6.770.378,84
Accruals and deferred income
6.9 492/3 28.107,20

TOTAL LIABILITIES
10/49 946.086.372,92 899.054.931,34

PROFIT AND LOSS ACCOUNT

Notes Codes Period Preceding period
Operating income
70/76A 9.932.875,87 8.981.676,86

Turnover
6.10 70 9.920.344,33 8.975.365,31
Stocks of finished goods and work and contracts
in progress: increase (decrease) (+)/(-)
71
Produced fixed assets 72
Other operating income 6.10 74 12.531,54 6.311,55
Non-recurring operating income 6.12 76A
Operating charges
60/66A 9.853.505,56 11.456.186,43

Goods for resale, raw materials and consumables
60
Purchases 600/8
Stocks: decrease (increase) (+)/(-) 609
Services and other goods 61 9.682.874,65 9.063.571,79
Remuneration, social security and pensions (+)/(-) 6.10 62 162.728,20 170.919,72
Amortisations of and other amounts written down on
formation expenses, intangible and tangible fixed
assets
630 7.507,56 6.249,29
Amounts written down on stocks, contracts in progress
and trade debtors: additions (write-backs) (+)/(-)
6.10 631/4
Provisions for liabilities and charges: appropriations
(uses and write-backs) (+)/(-)
6.10 635/8
Other operating charges 6.10 640/8 395,15 129.478,50
Operating charges reported as assets under
restructuring costs (-)
649
Non-recurring operating charges 6.12 66A 2.085.967,13
Operating profit (loss)
(+)/(-)
9901 79.370,31 -2.474.509,57
Notes Codes Period Preceding period
Financial income
75/76B 50.229.751,50 69.282.287,19

Recurring financial income
75 50.229.751,50 69.282.287,19
Income from financial fixed assets 750 50.212.198,71 66.300.347,37
Income from current assets 751 337,32 274.776,01
Other financial income 6.11 752/9 17.215,47 2.707.163,81
Non-recurring financial income 6.12 76B
Financial charges
6.11 65/66B 488.756,13 2.224,21

Recurring financial charges
65 488.756,13 2.224,21
Debt charges 650 1.283,99 2.224,21
Amounts written down on current assets other than
stocks, contracts in progress and trade debtors:
additions (write-backs) (+)/(-)
651
Other financial charges 652/9 487.472,14
Non-recurring financial charges 6.12 66B
Profit (Loss) for the period before taxes
(+)/(-)
9903 49.820.365,68 66.805.553,41
Transfer from deferred taxes 780

Transfer to deferred taxes
680

Income taxes on the result(+)/(-)
6.13 67/77 967.392,03
Taxes 670/3 967.392,03
Adjustment of income taxes and write-back of tax
provisions
77
Profit (Loss) of the period
(+)/(-)
9904 49.820.365,68 65.838.161,38
Transfer from untaxed reserves 789

Transfer to untaxed reserves
689

Profit (Loss) of the period available for
appropriation (+)/(-)
9905 49.820.365,68 65.838.161,38

APPROPRIATION ACCOUNT

Profit (Loss) to be appropriated
(+)/(-)
Profit (Loss) of the period available for appropriation (+)/(-)
Profit (Loss) of the preceding period brought forward (+)/(-) 14P
Transfers from equity
from contributions 791
from reserves 792
Appropriations to equity
to contributions 691
to legal reserve
to other reserves
Profit (loss) to be carried forward
(+)/(-)
(14)
Shareholders' contribution in respect of losses
794

Profit to be distributed

Compensation for contributions
694
Directors or managers 695
Employees 696
Other beneficiaries 697
Codes Period Preceding period
9906 183.743.956,46 137.215.498,85
(9905) 49.820.365,68 65.838.161,38
14P 133.923.590,78 71.377.337,47
791/2
791
792
691/2 3.052.573,28 3.291.908,07
691
6920 2.491.018,28 3.291.908,07
6921 561.555,00
(14) 180.691.383,18 133.923.590,78
794
694/7
694
695
696
Codes Period Preceding period
PLANT, MACHINERY AND EQUIPMENT
Acquisition value at the end of the period
8192P xxxxxxxxxxxxxxx 247,65

Movements during the period
Acquisitions, including produced fixed assets 8162
Sales and disposals 8172
Transfers from one heading to another (+)/(-) 8182
Acquisition value at the end of the period
8192 247,65

Revaluation surpluses at the end of the period
8252P xxxxxxxxxxxxxxx

Movements during the period
Recorded 8212
Acquisitions from third parties 8222
Cancelled 8232
Transferred from one heading to another (+)/(-) 8242
Revaluation surpluses at the end of the period
8252
Amortisations and amounts written down at the end of the period
8322P xxxxxxxxxxxxxxx 61,89

Movements during the period

Recorded
8272 82,56

Written back
8282

Acquisitions from third parties
8292
Cancelled owing to sales and disposals
8302
Transferred from one heading to another (+)/(-) 8312
Amortisations and amounts written down at the end of the period
8322 144,45

NET BOOK VALUE AT THE END OF THE PERIOD

(23) 103,20
Codes Period Preceding period
FURNITURE AND VEHICLES
Acquisition value at the end of the period
8193P xxxxxxxxxxxxxxx 37.125,26

Movements during the period
Acquisitions, including produced fixed assets 8163
Sales and disposals 8173
Transfers from one heading to another (+)/(-) 8183
Acquisition value at the end of the period
8193 37.125,26

Revaluation surpluses at the end of the period
8253P xxxxxxxxxxxxxxx

Movements during the period
Recorded 8213
Acquisitions from third parties 8223
Cancelled 8233
Transfers from one heading to another (+)/(-) 8243
Revaluation surpluses at the end of the period
8253
Amortisations and amounts written down at the end of the period
8323P xxxxxxxxxxxxxxx 6.187,40

Movements during the period

Recorded
8273 7.425,00

Written back
8283

Acquisitions from third parties
8293
Cancelled owing to sales and disposals 8303
Transfers from one heading to another (+)/(-) 8313
Amortisations and amounts written down at the end of the period
8323 13.612,40

NET BOOK VALUE AT THE END OF THE PERIOD

(24) 23.512,86

STATEMENT OF FINANCIAL FIXED ASSETS

Codes Period Preceding period
AFFILIATED COMPANIES - PARTICIPATING INTERESTS AND
SHARES
Acquisition value at the end of the period
8391P xxxxxxxxxxxxxxx 822.250.020,65

Movements during the period
Acquisitions 8361 25.000.000,00
Sales and disposals 8371
Transfers from one heading to another (+)/(-) 8381
Acquisition value at the end of the period
8391 847.250.020,65

Revaluation surpluses at the end of the period
8451P xxxxxxxxxxxxxxx

Movements during the period
Recorded 8411
Acquisitions from third parties 8421
Cancelled 8431
Transferred from one heading to another (+)/(-) 8441
Revaluation surpluses at the end of the period 8451

Amounts written down at the end of the period
8521P xxxxxxxxxxxxxxx

Movements during the period
Recorded 8471
Written back 8481
Acquisitions from third parties 8491
Cancelled owing to sales and disposals 8501
Transferred from one heading to another (+)/(-) 8511
Amounts written down at the end of the period
8521


Uncalled amounts at the end of the period
8551P xxxxxxxxxxxxxxx

Movements during the period (+)/(-)
8541
Uncalled amounts at the end of the period 8551

NET BOOK VALUE AT THE END OF THE PERIOD
(280) 847.250.020,65

AFFILIATED COMPANIES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD 281P xxxxxxxxxxxxxxx 27.719.173,14

Movements during the period
Appropriations 8581 23.300.000,00
Repayments 8591
Amounts written down 8601
Amounts written back 8611
Exchange differences (+)/(-) 8621
Other movements (+)/(-) 8631 -25.000.000,00
NET BOOK VALUE AT THE END OF THE PERIOD
(281) 26.019.173,14

ACCUMULATED AMOUNTS WRITTEN DOWN ON AMOUNTS

RECEIVABLE AT END OF THE PERIOD
8651

PARTICIPATING INTERESTS INFORMATION

PARTICIPATING INTERESTS AND OTHER RIGHTS IN OTHER COMPANIES

The following list mentions the companies in which the company holds a participating interest (recorded in headings 280 and 282 of assets), as well as the companies in which the company holds rights (recorded in headings 284 and 51/53 of assets) for an amount of at least 10% of the capital, the equity or a class of shares of the company.

NAME, full address of the REGISTERED Rights held Data extracted from the most recent annual accounts
OFFICE and, for an entity governed by
Belgian law, the COMPANY
Directly Subs
idiaries
Annual Cur Equity Net result
REGISTRATION NUMBER Nature Number % % accounts
as per
rency
code
(+) or (-)
(in units)
X-FAB SEMICONDUCTOR
FOUNDRIES AG
HAARBERGSTRASSE 67
99097 ERFURT
Germany
31/12/2019 EUR 363.769.176 5.163.264
X-FAB SARAWAK SDH. BDH.
SILICON DRIVE 1
93350 KUCHING
Malaysia
REGISTERED
SHARES
21.564.560 97,20 2,80 31/12/2019 USD 318.355.411 88.262.529
X-FAB JAPAN KK
SHIN YOKOHAMA DAINI CENTER
BUILDING 10F
3-19-5 SHIN YOKOHAMA
Japan
REGISTERED
SHARES
2.184.594.83
5
100,00 0,00 31/12/2019 USD -1.283.483 13.171
X-FAB MEMS FOUNDRY GMBH
Haarbergstrasse 67
99097 ERFURT
Germany
REGISTERED
SHARES
160 100,00 0,00 31/12/2019 EUR 26.697.680 -7.225.781
X-Fab France SAS NV
Rue du Faubourg Saint Honore 72
75008 Parijs
France
REGISTERED
SHARES
0 100,00 0,00 31/12/2019 EUR 76.528.264 -49.858.296
REGISTERED
SHARES
60.574.261 100,00 0,00

STATEMENT OF CAPITAL AND SHAREHOLDERS' STURCTURE

STATEMENT OF CAPITAL Period Preceding period
Capital
Issued capital at the end of the period 100P XXXXXXXXXXXXXX 657.456.850,68
Issued capital at the end of the period (100) 657.456.850,68
Codes Period Number of shares

Modifications during the period

Composition of the capital Share types

Registered shares
Shares dematerialized
Shares without nominal value. 657.456.850,68 130.781.669
Registered shares 8702 XXXXXXXXXXXXXX 76.089.834
Shares dematerialized 8703 XXXXXXXXXXXXXX 54.691.835
Codes Uncalled amount Called up amount, unpaid
Codes Uncalled amount Called up amount, unpaid
Unpaid capital
Uncalled capital (101) XXXXXXXXXXXXXX
Called up capital, unpaid 8712 XXXXXXXXXXXXXX
Shareholders that still need to pay up in full
Codes Period
Own shares
Held by the company itself
Amount of capital held
8721


Number of shares

8722

Held by a subsidiary
Amount of capital held
8731 561.555,00

Number of shares

8732 149.748
Commitments to issuing shares
Owing to the exercise of conversion rights
Amount of outstanding convertible loans
8740

Amount of capital to be subscribed
8741

Corresponding maximum number of shares to be issued
8742

Owing to the exercise of subscription rights
Number of outstanding subscription rights
8745

Amount of capital to be subscribed
8746

Corresponding maximum number of shares to be issued
8747


Authorised capital not issued

8751
Codes Period
Shares issued, non-representing capital
Distribution
Number of shares
8761

Number of voting rights attached thereto
8762

Allocation by shareholder
Number of shares held by the company itself
8771

Number of shares held by its subsidiaries
8781

ADDITIONAL NOTES REGARDING CONTRIBUTIONS (INCLUDING CONTRIBUTIONS IN THE FORM OF SERVICES OR KNOW-HOW)

Period

SHAREHOLDERS' STRUCTURE OF THE COMPANY AT YEAR-END CLOSING DATE

As reflected in the notifications received by the company pursuant to article 7:225 of the Belgian Companies and Associations Code, article 14 fourth paragraph of the law of 2 May 2007 on the publication of major holdings and article 5 of the Royal Decree of 21 August 2008 on further rules for certain multilateral trading facilities.

NAME AND ADDRESS Kind of shares Total voting
rights
$\frac{9}{6}$
XTRION NV
TRANSPORTSTRAAT 1
3980 TESSENDERLO
0878.389.438
Registered shares
Dematerialized
shares
61.141.179
2.192.384
48.4
SARAWAK TECHNOLOGY
HOLDINGS Sdn. Bhd., MALAYSIA
Registered shares 14.948.655 11,4
OTHERS (Private & Public) Registered shares /
Dematerialized
shares
52.499.451 40,2

STATEMENT OF AMOUNTS PAYABLE AND ACCRUALS AND DEFERRED INCOME (LIABILITIES)

Codes Period
BREAKDOWN OF AMOUNTS PAYABLE WITH AN ORIGINAL TERM OF MORE THAN
ONE YEAR, ACCORDING TO THEIR RESIDUAL MATURITY
Current portion of amounts payable after more than one year falling due within one year
Financial debts 8801
Subordinated loans 8811
Unsubordinated debentures 8821
Leasing and other similar obligations 8831
Credit institutions 8841
Other loans 8851
Trade debts ……………………………………………………………………………………………… 8861
Suppliers 8871
Bills of exchange payable 8881
Advance payments on contracts in progress 8891
Other amounts payable 8901
Total current portion of amounts payable after more than one year falling due within one year (42)
Amounts payable with a remaining term of more than one year, yet less than 5 years
Financial debts 8802
Subordinated loans 8812
Unsubordinated debentures 8822
Leasing and other similar obligations 8832
Credit institutions 8842
Other loans 8852
Trade debts ……………………………………………………………………………………………… 8862
Suppliers 8872
Bills of exchange payable 8882
Advance payments on contracts in progress 8892
Other amounts payable 8902
Total amounts payable with a remaining term of more than one year, yet less than 5 years
Amounts payable with a remaining term of more than 5 years
8912
Financial debts 8803
Subordinated loans 8813
Unsubordinated debentures 8823
Leasing and other similar obligations 8833
Credit institutions 8843
Other loans 8853
Trade debts 8863
Suppliers ……………………………………………………………………………………………… 8873
Bills of exchange payable 8883
Advance payments on contracts in progress 8893
Other amounts payable 8903
Amounts payable with a remaining term of more than 5 years 8913
Codes Period
AMOUNTS PAYABLE GUARANTEED (included in accounts 17 and 42/48 of liabilities)
Amounts payable guaranteed by the Belgian government agencies
Financial debts 8921
Subordinated loans ……………………………………………………………………………………………… 8931
Unsubordinated debentures 8941
Leasing and other similar obligations 8951
Credit institutions 8961
Other loans 8971
Trade debts 8981
Suppliers ……………………………………………………………………………………………… 8991
Bills of exchange payable 9001
Advance payments on contracts in progress 9011
Remuneration and social security 9021
Other amounts payable 9051
Total of the amounts payable guaranteed by the Belgian government agencies 9061
Amounts payable guaranteed by real securities given or irrevocably promised by the
company on its own assets
Financial debts 8922
Subordinated loans 8932
Unsubordinated debentures 8942
Leasing and other similar obligations 8952
Credit institutions ……………………………………………………………………………………………… 8962
Other loans ……………………………………………………………………………………………… 8972
Trade debts 8982
Suppliers 8992
Bills of exchange payable 9002
Advance payments on contracts in progress 9012
Taxes, remuneration and social security 9022
Taxes ……………………………………………………………………………………………… 9032
Remuneration and social security 9042
Other amounts payable 9052
Total amounts payable guaranteed by real securities given or irrevocably promised by the
company on its own assets
9062
Codes Period
TAXES, REMUNERATION AND SOCIAL SECURITY
Taxes (headings 450/3 and 178/9 of liabilities)
Outstanding tax debts 9072
Accruing taxes payable 9073
Estimated taxes payable 450 116.067.00
Remuneration and social security (headings 454/9 and 178/9 of liabilities)
Amounts due to the National Social Security Office 9076
Other amounts payable in respect of remuneration and social security 9077 33.235.71

$\mathbf +$

ACCRUALS AND DEFERRED INCOME

Allocation of heading 492/3 of liabilities if the amount is significant

Period

OPERATING RESULTS

Codes Period Preceding period
OPERATING INCOME
Net turnover
Allocation by categories of activity
Allocation by geographical market
Other operating income
Operating subsidies and compensatory amounts received from
public authorities
740
OPERATING CHARGES
Employees for whom the company submitted a DIMONA declaration or
who are recorded in the general personnel register
Total number at the closing date 9086 1 2
Average number of employees calculated in full-time equivalents 9087 1,5 2,0
Number of actual hours worked 9088 2.614 3.754
Personnel costs
Remuneration and direct social benefits 620 137.718,62 137.133,19
Employers' contribution for social security 621 25.009,58 33.786,53
Employers' premiums for extra statutory insurance 622
Other personnel costs 623
Retirement and survivors' pensions 624
Codes Period Preceding period
Provisions for pensions and similar obligations
Appropriations (uses and write-backs) (+)/(-) 635
Depreciations
On stock and contracts in progress
Recorded 9110
Written back 9111
On trade debtors
Recorded 9112
Written back 9113
Provisions for liabilities and charges
Appropriations 9115
Uses and write-backs 9116
Other operating charges
Taxes related to operation 640 395,15 129.478,50
Other 641/8
Hired temporary staff and personnel placed at the company's
disposal
Total number at the closing date 9096
Average number calculated in full-time equivalents 9097
Number of actual hours worked 9098
Costs to the company 617
N°. 0882.390.885 C-c 6.11
----- -------------- -- ----------

FINANCIAL RESULTS

Codes Period Preceding period
RECURRING FINANCIAL INCOME
Other financial income
Subsidies paid by public authorities, added to the profit and loss
account
Capital subsidies 9125
Interest subsidies 9126

Allocation of other financial income
Exchange differences realized 754 17.215,47 1.981.753,00
Other
Unrealised exchange rate gain 725.411,00
RECURRING FINANCIAL CHARGES
Depreciation of loan issue expenses
6501

Capitalised interests
6502

Depreciations on current assets
Recorded 6510
Written back 6511
Other financial charges
Amount of the discount borne by the company, as a result of negotiating
amounts receivable
653
Provisions of a financial nature
Appropriations 6560
Uses and write-backs 6561
Allocation of other financial costs
Exchange differences realized 654
Results from the conversion of foreign currencies 655
Other
Unrealised exchange rate loss 487.472,14

INCOME AND CHARGES OF EXCEPTIONAL SIZE OR FREQUENCY

Codes Period Preceding period
NON-RECURRING INCOME

76
Non-recurring operating income
(76A)

Write-back of depreciation and of amounts written off intangible and
tangible fixed assets
760
Write-back of provisions for extraordinary operating liabilities and
charges
7620
Capital profits on disposal of intangible and tangible fixed assets 7630
Other non-recurring operating income 764/8
Non-recurring financial income
(76B)

Write-back of amounts written down financial fixed assets
761
Write-back of provisions for extraordinary financial liabilities and
charges
7621
Capital profits on disposal of financial fixed assets 7631
Other non-recurring financial income 769
NON-RECURRING CHARGES
66 2.085.967,13

Non-recurring operating charges
(66A) 2.085.967,13

Non-recurring depreciation of and amounts written off formation
expenses, intangible and tangible fixed assets
660
Provisions for extraordinary operating liabilities and charges:
appropriations (uses) (+)/(-)
6620
Capital losses on disposal of intangible and tangible fixed assets 6630
Other non-recurring operating charges 664/7 2.085.967,13

Non-recurring operating charges carried to assets as restructuring
costs (-)
6690
Non-recurring financial charges
(66B)

Amounts written off financial fixed assets
661
Provisions for extraordinary financial liabilities and charges -
appropriations (uses) (+)/(-)
6621
Capital losses on disposal of financial fixed assets 6631
Other non-recurring financial charges 668
Non-recurring financial charges carried to assets as restructuring
costs (-)
6691

TAXES

Period

Codes Period
INCOME TAXES
Income taxes on the result of the period
9134

Income taxes paid and withholding taxes due or paid
9135
Excess of income tax prepayments and withholding taxes paid recorded under assets 9136
Estimated additional taxes 9137
Income taxes on the result of prior periods
9138

Additional income taxes due or paid
9139
Additional income taxes estimated or provided for 9140
Major reasons for the differences between pre-tax profit, as it results from the annual
accounts, and estimated taxable profit
Disallowed expenses 6.000,00
DRD 50.000.000,00

Influence of non-recurring results on income taxes on the result of the period

Codes Period
Sources of deferred taxes
Deferred taxes representing assets 9141
Accumulated tax losses deductible from future taxable profits 9142
Other deferred taxes representing assets
Other
173.500,00
Deferred taxes representing liabilities 9144
Allocation of deferred taxes representing liabilities
Codes Period Preceding period
VALUE-ADDED TAXES AND TAXES BORNE BY THIRD PARTIES
Value-added taxes charged
To the company (deductible) 9145 1.959.844,51 816.176,57
By the company 9146 1.816.141,01 639.555,20
Amounts withheld on behalf of third party by way of
Payroll withholding taxes 9147 54.400,40 57.063,18
Withholding taxes on investment income 9148

RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

Codes Period
PERSONAL GUARANTEES PROVIDED OR IRREVOCABLY PROMISED BY THE COMPANY

AS SECURITY FOR DEBTS AND COMMITMENTS OF THIRD PARTIES
9149 89.700.000,00

Of which

Bills of exchange in circulation endorsed by the company
9150
Bills of exchange in circulation drawn or guaranteed by the company 9151
Maximum amount for which other debts or commitments of third parties are guaranteed by the
company
9153 89.700.000,00
REAL GUARANTEES
Real guarantees provided or irrevocably promised by the company on its own assets as
security of debts and commitments of the company
Mortgages
Book value of the immovable properties mortgaged 91611
Amount of registration 91621
For irrevocable mortgage mandates, the amount for which the agent can take
registration
91631
Pledging of goodwill
Maximum amount up to which the debt is secured and which is the subject of
registration
91711
For irrevocable mandates to pledge goodwill, the amount for which the agent can take the
inscription
91721
Pledging of other assets or irrevocable mandates to pledge other assets
Book value of the immovable properties mortgaged 91811
Maximum amount up to which the debt is secured 91821
Guarantees provided or irrevocably promised on future assets
Amount of assets in question 91911
Maximum amount up to which the debt is secured 91921
Vendor's privilege
Book value of sold goods 92011
Amount of the unpaid price 92021
Codes Period
Real guarantees provided or irrevocably promised by the company on its own assets as
security of debts and commitments of third parties
Mortgages
Book value of the immovable properties mortgaged 91612
Amount of registration 91622
For irrevocable mortgage mandates, the amount for which the agent can take
registration
91632
Pledging of goodwill
Maximum amount up to which the debt is secured and which is the subject of registration 91712
For irrevocable mandates to pledge goodwill, the amount for which the agent can take the
inscription
91722
Pledging of other assets or irrevocable mandates to pledge other assets
Book value of the immovable properties mortgaged 91812
Maximum amount up to which the debt is secured 91822
Guarantees provided or irrevocably promised on future assets
Amount of assets in question 91912
Maximum amount up to which the debt is secured 91922
Vendor's privilege
Book value of sold goods 92012
Amount of the unpaid price 92022
Codes Period
GOODS AND VALUES, NOT REFLECTED IN THE BALANCE SHEET, HELD BY THIRD PARTIES IN
THEIR OWN NAME BUT FOR THE BENEFIT AND AT THE RISK OF THE COMPANY
SUBSTANTIAL COMMITMENTS TO ACQUIRE FIXED ASSETS
SUBSTANTIAL COMMITMENTS TO DISPOSE OF FIXED ASSETS
FORWARD TRANSACTIONS
Goods purchased (to be received)
9213

Goods sold (to be delivered)
9214

Currencies purchased (to be received)
9215

Currencies sold (to be delivered)
9216

Period COMMITMENTS RELATING TO TECHNICAL GUARANTEES IN RESPECT OF SALES OR SERVICES

N°. 0882.390.885 C-c 6.14
AMOUNT, NATURE AND FORM CONCERNING LITIGATION AND OTHER IMPORTANT COMMITMENTS Period
MEMBERS Brief description
Measures taken to cover the related charges
SETTLEMENT REGARDING THE COMPLEMENTARY RETIREMENT OR SURVIVORS' PENSION FOR PERSONNEL AND BOARD
Code Period
PENSIONS FUNDED BY THE COMPANY ITSELF
Methods of estimation
Estimated amount of the commitments resulting from past services


9220
the balance sheet or income statement NATURE AND FINANCIAL IMPACT OF SIGNIFICANT EVENTS AFTER THE CLOSING DATE not reflected in Period
SALE OR PURCHASE COMMITMENTS TO PURCHASE OR SALE AVAILABLE TO THE COMPANY AS ISSUER OF OPTIONS FOR Period
REFLECTED IN THE BALANCE SHEET NATURE, COMMERCIAL OBJECTIVE AND FINANCIAL CONSEQUENCES OF TRANSACTIONS NOT
If the risks and benefits resulting from such transactions are of any meaning and if publishing such
risks and benefits is necessary to appreciate the financial situation of the company
Period
cannot be calculated) OTHER RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET (including those that Period
support and to guarantee the continuity. X-FAB SE has signed a comfort letter for X-FAB France SAS and X-FAB MEMS Foundry GmbH for financial

RELATIONSHIPS WITH AFFILIATED COMPANIES, ASSOCIATED COMPANIES AND OTHER COMPANIES LINKED BY PARTICIPATING INTERESTS

Codes Period Preceding period
AFFILIATED COMPANIES
Financial fixed assets
(280/1) 873.269.193,79 849.969.193,79

Participating interests
(280) 847.250.020,65 822.250.020,65
Subordinated amounts receivable 9271
Other amounts receivable 9281 26.019.173,14 27.719.173,14
Amounts receivable 9291 36.278.747,75 16.880.628,67

Over one year
9301
Within one year 9311 36.278.747,75 16.880.628,67
Current investments
9321

Shares
9331
Amounts receivable 9341
Amounts payable 9351 4.733.720,35 7.072.623,45

Over one year
9361
Within one year 9371 4.733.720,35 7.072.623,45
Personal and real guarantees
Provided or irrevocably promised by the company as security for debts
or commitments of affiliated companies
9381
Provided or irrevocably promised by affiliated companies as security for
debts or commitments of the company
9391
Other significant financial commitments 9401

Financial results
Income from financial fixed assets 9421 50.212.198,71 65.871.921,04

Income from current assets
9431 270.445,64

Other financial income
9441 17.215,47 2.707.163,81

Debt charges
9461 1.283,99 2.224,21

Other financial charges
9471 487.472,14

Disposal of fixed assets
Capital profits realised
9481

Capital losses realised
9491

RELATIONSHIPS WITH AFFILIATED COMPANIES, ASSOCIATED COMPANIES AND OTHER COMPANIES
LINKED BY PARTICIPATING INTERESTS

Codes Period Preceding period
ASSOCIATED COMPANIES
Financial fixed assets 9253
Participating interests 9263
Subordinated amounts receivable 9273
Other amounts receivable 9283
Amounts receivable 9293
Over one year 9303
Within one year 9313
Amounts payable 9353
Over one year 9363
Within one year 9373
Personal and real guarantees
Provided or irrevocably promised by the company as security for debts
or commitments of affiliated companies
9383
Provided or irrevocably promised by affiliated companies as security for
debts or commitments of the company
9393
Other significant financial commitments 9403
COMPANIES LINKED BY PARTICIPATING INTERESTS
Financial fixed assets 9252
Participating interests 9262
Subordinated amounts receivable 9272
Other amounts receivable 9282
Amounts receivable 9292
Over one year 9302
Within one year 9312
Amounts payable 9352
Over one year 9362
Within one year 9372

RELATIONSHIPS WITH AFFILIATED COMPANIES, ASSOCIATED COMPANIES AND OTHER COMPANIES LINKED BY PARTICIPATING INTERESTS

TRANSACTIONS WITH AFFILIATED PARTIES BEYOND NORMAL MARKET CONDITIONS

Mention of these transactions if they are significant, including the amount of the transactions, the nature of the link, and all information about the transactions that should be necessary to get a better understanding of the financial situation of the company

Due to the absence of legal criteria to assess the related party transactions at market conditions, no information can be given.

FINANCIAL RELATIONSHIPS WITH

Codes Period
DIRECTORS AND MANAGERS, INDIVIDUALS OR LEGAL PERSONS WHO CONTROL
THE COMPANY DIRECTLY OR INDIRECTLY WITHOUT BEING ASSOCIATED
THEREWITH, OR OTHER COMPANIES CONTROLLED DIRECTLY OR INDIRECTLY BY
THESE PERSONS
Amounts receivable from these persons 9500

Principal conditions regarding amounts receivable, rate of interest, duration, any amounts
repaid, cancelled or written off
Guarantees provided in their favour 9501

Other significant commitments undertaken in their favour
9502

Amount of direct and indirect remunerations and pensions, reflected in the income statement, as
long as this disclosure does not concern exclusively or mainly, the situation of a single
identifiable person
To directors and managers 9503
To former directors and former managers 9504
Codes Period
THE AUDITOR(S) AND THE PERSONS WHOM HE (THEY) IS (ARE) COLLABORATING
WITH
Auditors' fees
9505 129.400,00
Fees for exceptional services or special assignments executed within the company by the
auditor
Other audit assignments
95061 23.550,00

Tax consultancy assignments
95062

Other assignments beyondthe audit
95063
Fees for exceptional services or special assignments executed within the company by people the
auditor(s) is (are collaborating with
Other audit assignments
95081

Tax consultancy assignments
95082

Other assignments beyondthe audit
95083

Mentions related to article 3:64, § 2 and § 4 of the Belgian Companies and Associations Code

DECLARATION WITH REGARD TO THE CONSOLIDATED ANNUAL ACCOUNTS

INFORMATION TO DISCLOSE BY EACH COMPANY GOVERNED BY THE BELGIAN COMPANIES AND ASSOCIATIONS CODE ON THE CONSOLIDATED ANNUAL ACCOUNTS

The company has prepared and published consolidated annual accounts and a consolidated annual report*

The company has not prepared consolidated annual accounts and a consolidated annual report, because of an exemption for the following reason(s)*

The company and its subsidiaries exceed, on a consolidated basis, not more than one of the criteria mentioned in article 1:26 of the Belgian Companies and Associations Code*

The company only has subsidiaries that, considering the evaluation of the consolidated capital, the consolidated financial position or the consolidated result, individually or together, are of negligible interestError! Bookmark not defined. (article 3:23 of the Belgian Companies and Associations Code)

The company itself is a subsidiary of a parent company that prepares and publishes consolidated annual accounts, in which the annual accounts are integrated by consolidation*

INFORMATION TO BE PROVIDED BY THE COMPANY IN CASE IT IS A SUBSIDIARY OR A JOINT SUBSIDIARY

Name, full address of the registered office and, if it concerns companies under Belgian law, the company registration number of the parent company(ies) and the indication if this (these) parent company(ies) prepares (prepare) and publishes (publish) consolidated annual accounts, in which the annual accounts are included by means of consolidation**:

XTRION NV

Transportstraat 1

3980 Tessenderlo, Belgium

0878.389.438

The enterprise draws up consolidated annual accounts data for the major part of the enterprise

If the parent company(ies) is (are) (a) company(ies) governed by foreign law, the location where the abovementioned annual accounts are available**:

* Strike out what does not apply.

** Where the annual accounts of the company are consolidated at different levels, the information should be given, on the one hand at the highest and on the other at the lowest level of companies of which the company is a subsidiary and for which consolidated accounts are prepared and published.

ANNUAL REPORT

X-Fab Silicon Foundries

Societas Europæa

Public European limited company

Transportstraat 1

3980 Tessenderlo

Register Legal Persons Hasselt 0882.390.885

ANNUAL REPORT CONCERNING THE FINANCIAL YEAR ENDED AT DECEMBER 31, 2020

According legal requirements, we have the honour to report to you on the economic situation of the company concerning the financial year covering the period from January 1st, 2020 till December 31st, 2020.

This Annual Report and also the Annual Accounts will be made available to you.

$\mathbf{1}$ Comments on the Annual Accounts

X-FAB Silicon Foundries SE was founded on July 5th, 2006 as X-FAB Silicon Foundries NV. On November 4th, 2011 it changed its form to a European Company (Societas Europaea/SE). The company currently still takes the form of a European Company and acts as a holding company, mainly investing in 'pure-play semiconductor wafer' companies. The registered office of the company is located at Transportstraat 1, 3980 Tessenderlo, Belgium.

These comments are based on the balance sheet after appropriation and are consequently valid under reservation of approval of the proposed appropriation by the ordinary general meeting.

The draft of the annual accounts has been drawn up in accordance with the provisions of the Royal Decree of 29 April, 2019 concerning the implementation of the Companies and Associations Code and in accordance with the special legal and regulatory provisions applying to the Company.

The company realized a turnover of 10 mio EUR. The total turnover increased by 10,5% compared to 2019.

The operating gain in 2020 amounted to 80 thousand EUR, while the operating loss last year was 2,5 mio EUR. This change can mainly be attributed to, on the one hand, a decrease of non-recurring operating expenses amounting to 2,1 mio Euro and on the other hand, on an increased Turnover of 1 mio EUR.

The profit to be appropriated for this financial year amounts to 49,8 mio EUR since the financial result is positive by 49,7 mio EUR. This positive result is mainly attributable to the dividend payment by X-FAB Sarawak Sdn. Bhd. Together with the Profit to be carried forward from the previous financial year (133,9 mio EUR), the total Profit to be appropriated amounts to 183,7 mio EUR.

The total balance sheet increased with 47 mio EUR.

$\mathbf{1}$

ANNUAL REPORT

The Financial fixed assets increased with 23,3 mio EUR. The Current assets increased with 23,7 mio EUR as a result of the increase in Other amounts receivable with 19,5 mio EUR on the one hand and an increase in Cash at bank and in hand of 4,2 mio EUR on the other hand.

At the Equity and liabilities side, the total increase of 47 mio EUR can mainly be attributed to an increase in Issued capital as a result of a profit to be appropriated of the financial year for an amount of 49,8 mio EUR. Furthermore, the Amounts payable within one year decreased with 2,8 mio EUR.

$2.$ Appropriation of the results

The Board of Directors proposes to present the profit to be appropriated of 183.743.956 EUR as follows:

Dividends 0 EUR
- Tranfer to legal reserves 2.491.018 EUR
- Transfer to other reserves 561.555 EUR
Profit to be carried forward 180.691.383 EUR

3. Important events after the closing of the financial year

After the close of 2020, there have been no major events that would require disclosure.

4. Research and Development

The research and development expenses made during the financial year by the X-FAB group are described in section 6.3 of chapter 5 of the consolidated report.

5. Branch Offices

The company has no branch offices.

6. Information about the circumstances that could have a considerable impact on the development of the company

We do not expect any circumstances that could have a considerable impact on the evolution of our company.

7. Risks and uncertainties related to the company and its subsidiaries

An investment in shares involves risks and uncertainties. Prior to making a decision to invest in shares of X-FAB, the information provided in this annual report and, in particular, the risks and uncertainties described below should be read and considered carefully. The occurrence of any of these risks could adversely affect the Company's business, results of operations, and/or financial condition.

Risks relating to X-FAB's business and the semiconductor industry

ANNUAL REPORT

X-FAB may face increasing competition.

Although X-FAB operates in a narrow market segment within the broader semiconductor manufacturing industry, the Group faces competition from other semiconductor producers, some of which have greater manufacturing, financial, research and development, and marketing resources than X-FAB does. In the long term, these competitors may win a higher portion of new customers than X-FAB, or win existing customers from X-FAB. If X-FAB cannot provide the same level of design and engineering support, capacity, or advanced capabilities as competitors, it may have a material adverse effect on X-FAB.

X-FAB may face competitive pricing pressures.

Competitors may have an impact on X-FAB's selling prices and demand for its services. Although X-FAB has not experienced significant pricing pressure in the past, there can be no assurance this will be the case in the future. Significant declines in average selling prices (ASPs) could have a material adverse effect on X-FAB.

X-FAB may face raw material price increases.

X-FAB manufactures analog/mixed-signal ICs, utilizing proprietary process technologies and third-party silicon wafers and other raw materials. Changes in the availability or prices of such wafers and raw materials can have an effect on the operating margin if the additional costs cannot be included in the prices for X-FAB's own customers.

In 2020, raw wafer costs accounted for 12% of total cost of sales. For most raw wafer types, X-FAB uses more than one supplier to secure availability of required volumes but also to remain flexible. However, having several suppliers per wafer type also means a greater effort to acquire the necessary qualifications for these suppliers.

X-FAB is subject to risks associated with currency fluctuations.

X-FAB records its financial results in US dollars but receives revenues and incurs costs in a variety of currencies, including euros and Malaysian ringgit. Changes in the exchange rate of the US dollar to the euro or Malaysian ringgit could result in translational losses in a given year, as compared to prior operating periods, or a mismatch between local currency expenses and US dollar revenues. X-FAB makes an effort to increase its share of euro-denominated revenues in order to achieve a better natural hedge; however, this may not be effective in preventing exchange rate losses.

For price, credit, liquidity, and cash flow risks as well as the use of financial instruments, please refer to section 10 of the notes in chapter 5, X-FAB Consolidated Financial Statements.

X-FAB is subject to risks associated with any form of cyber criminality.

X-FAB's operations may be disrupted due to the unauthorized use or theft of critical data as well as sabotage, viruses, or any other malicious activity targeted at the Company's IT infrastructure. This could have an impact on the confidentiality, integrity, and availability of data and/or IT systems of the Company. X-FAB has taken measures to make the Company's IT infrastructure robust and secure and has implemented state-of-the-art security and control frameworks and technology. Any significant interruption or failure of X-FAB's IT systems or any significant breach of security could have an adverse effect on the Company's business, operational results, financial condition, and cash flows.

X-FAB is also subject to the following risks:

  • X-FAB depends on successful technological advances.
  • X-FAB depends on successful materials, machinery, and component procurement for its manufacturing processes.
  • X-FAB's business may temporarily be negatively impacted due to disruptions in the supply chain or market demand caused by a pandemic or epidemic.
  • X-FAB may be unable to recruit or retain the personnel required for its growth strategy.
  • X-FAB may be affected by reductions in government subsidies and grants and could fail to comply with the conditions and obligations under such subsidy programs.

ANNUAL REPORT

  • Industry studies, forecasts, and growth rates relating to the semiconductor market as a whole may not be indicative of X-FAB's operations within the analog/mixed-signal semiconductor market.
  • X-FAB's ability to compete successfully and achieve future growth will depend, in part, on its ability to protect its proprietary technology.
  • X-FAB may be subject to claims for alleged infringement of third parties' intellectual property rights.
  • X-FAB depends on intellectual property rights of third parties, and failure to maintain or acquire licenses could harm the Group's business.
  • X-FAB could be adversely affected by manufacturing interruptions.
  • If X-FAB experiences difficulty in achieving acceptable device yields or process performance as a result of manufacturing problems, it could result in delayed deliveries.
  • X-FAB's insurance coverage may not be adequate to compensate for any interruptions or loss of business
  • X-FAB could incur material costs to comply with regulation, including environmental and health and safety laws, especially as a result of climate change. Changes in such regulations could require significant changes in the production process or could even require purchasing additional equipment.
  • X-FAB may be subject to litigation, disputes, or other legal proceedings.
  • X-FAB carries a significant amount of deferred tax assets on its balance sheet.
  • Low or negligible employee motivation as well as the occurrence of accidents due to human failure may negatively impact X-FAB's business.
  • Cultural differences may lead to misalignment among X-FAB sites, negatively impacting X-FAB's business.
  • X-FAB may be subject to penalty payments if labor rights or environmental provisions are being violated.
  • X-FAB's public image may be adversely affected based on the impact of its business on the environment.

Risks related to the shares

  • The interests of X-FAB's principal shareholder may not necessarily be aligned with X-FAB's interests or the interests of the holders of the shares.
  • Future sales of substantial amounts of X-FAB's ordinary shares, or the perception that such sales could occur, could adversely affect the market value of the shares.
  • X-FAB may not be able to pay dividends.
  • Investors with a reference currency other than euros will become subject to foreign exchange rate risk when investing in shares.
  • Any sale, purchase, or exchange of shares may become subject to financial transaction tax.
  • Certain provisions of the Belgian Code on Companies and Associations and the Articles of Association may affect potential takeover attempts and may affect the market price of the shares

Forward-looking information

This annual report may include forward-looking statements. Forward-looking statements are statements regarding or based upon management's current intentions, beliefs, or expectations relating to, among other things, X-FAB's future results of operations, financial condition, liquidity, prospects, growth, strategies, or developments in the industry in which it operates. By their nature, forward-looking statements are subject to risks, uncertainties, and assumptions that could cause actual results or future events to differ materially from those expressed or implied thereby. These risks, uncertainties, and assumptions could adversely affect the outcome and financial effects of the plans and events described herein.

Forward-looking statements contained in this annual report regarding trends or current activities should not be taken as a report that such trends or activities will continue in the future. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless legally required. You should not

Name Age Mandate expires Position
Datuk Amar Ahmad Tarmizi bin Haji Sulaiman 58 2021 Chairman of the
Board (non-
executive director)
Sensinnovat BV
(Represented by Rudi De Winter)
60 2021 Managing Director, CEO
Roland Duchâtelet 74 2021 Non-executive director
Thomas Hans-Jürgen Straub 66 2021 Non-executive director
Tan Sri Dr. Hamid Bin Bugo 75 2021 Non-executive director
Aurore NV
(Represented by Christine Juliam)
60 2022 Non-executive and independent
director
Christel Verschaeren 56 2021 Non-executive and independent
director
Estelle lacona 48 2021 Non-executive and independent
director
Vlinvlin BV (Represented by Ling Qi) 50 2023 Non-executive and independent
director

ANNUAL REPORT

If and when a position of a director prematurely becomes vacant within the Board, the remaining directors have the right to temporarily appoint a new director until the next general meeting which shall confirm such appointment. Said appointment will then be included in the agenda of the next general meeting.

The Remuneration and Nomination Committee makes recommendations to the Board with regard to the appointment of directors, the CEO, and the other members of the Executive Management. The Committee will consider proposals made by the members of the Board or other relevant parties.

Functioning of the Board

The internal regulation of the Board is part of the Corporate Governance Charter. In principle, the Board of Directors meets on a quarterly basis. Additional meetings may be called with appropriate notice at any time to address specific needs of the business. A meeting of the Board of Directors must in any event be convened if requested by at least two directors.

The Board convened nine times in 2020 and discussed, among others, the following topics:

  • financial results of the Group;
  • Covid-19 impact;
  • cost savings;
  • cybersecurity;
  • budget for the financial years 2021-2023; and
  • changes in the Executive Management.

Datuk Amar Ahmad Tarmizi Bin Sulaiman attended one meeting of the Board and was represented by proxy at one other meeting of the Board. All other Board members attended all meetings. Under the lead of the Chairman, the Board regularly evaluates its scope, composition, and performance and that of its committees, as well as the interaction with the Executive Management. The next evaluation will be performed in 2022.

10.4 Committees

Audit Committee

The Audit Committee advises the Board of Directors on accounting, audit, and internal control matters as further detailed in the Company's Corporate Governance Charter. The Audit Committee also assists the Executive Management in its assessment and follow-up of the auditor's recommendations.

The Audit Committee is composed of four non-executive members: Tan Sri Hamid Bin Bugo, Chairman; Aurore NV, represented by Christine Juliam, independent director; Christel Verschaeren, independent director; and Estelle lacona, independent director.

Name Age Position
Rudi De Winter 60 Chief Executive Officer
Alba Morganti 52 Chief Financial Officer
Dr. Manfred Riemer 65 Chief Operating Officer (until December 31, 2020)
Dr. Jens Kosch 60 Chief Technology Officer (until June 30, 2020)
Jörg Doblaski 42 Chief Technology Officer (as from July 1, 2020)
Lee Boon Chun 51 Chief Executive Officer, X-FAB Sarawak
Dr. Dirk Drescher 55 Chief Executive Officer, X-FAB France (until September 18, 2020)
Dr. Jocelyne Wasselin 62 Chief Executive Officer, X-FAB France (as of September 19, 2020)
Lloyd Whetzel 63 Chief Executive Officer. X-FAB Texas
Dr. Gabriel Kittler 42 Chief Executive Officer, X-FAB Erfurt (as of September 1, 2020)
Rico Tillner 38 Chief Executive Officer, X-FAB Dresden
6. Proportion of
2. Variable
fixed and
5. Total
Name,
4. Pension
3. Extraordinary items
1. Fixed remuneration
position
variable
remuneration
expense
remuneration
remuneration
One-year
Multi-year
Other benefits
Base salary
Fees
variable
variable
Datuk Amar Ahmad Tarmizi bin Haji Sulaiman - Non-executive director
\$
34,237.80
Fixed:
100%
Ś.
17,118.90
$\mathsf{s}$ .
Ś
17,118.90
Variable:
0%
Roland Duchâtelet - Non-executive director
Ś
\$
$\dot{\mathsf{s}}$ .
Ś
Fixed:
Variable:
Thomas Hans-Jürgen Straub - Non-executive director
17.118.90
$S -$
$\mathsf{S}$
60,450.00
$\mathsf{S}$
77,568.90
Fixed:
100%
Ś.
0%
Variable:
Tan Sri Dr. Hamid Bin Bugo - Non-executive director
$\mathsf{s}$
$\overline{\mathbf{s}}$
$\dot{s}$ .
17,118.90
$\zeta$
45,650.40
Fixed:
100%
28,531.50
and and construction of the order and company control or services and one of the order or and constructions of the original control of the states of the states of the states of the states of the states of the states of the
Variable:
0%
.
Aurore NV (Represented by Christine Juliam) - Independent director
28.531.50
100%
28.531.50
$S -$
\$
Fixed:
s
Ś
0%
Variable:
Christel Verschaeren - Independent director
\$
\$.
$\ddot{s}$ .
\$
28,531.50
100%
28,531.50
Fixed:
÷

Variable:
0%
Estelle Iacona - Independent director
$S -$
\$
$\mathsf{\dot{S}}$
28.531.50
Ś.
Fixed:
100%
28,531.50
×
.
Variable:
0%
Vlinvlin BV (Represented by Ling Qi) - Independent director
Ś
17,118.90
$S -$
$\mathsf{S}$
17,118.90
Fixed:
100%
\$.
×.
as máiste tráisiú a chairte máiste ná con náisteo náiste a chiad seo máiste na chiadraíonta na máiste na cásan máisteoir a chaith na chiadacha na chiadraíonta náisteoir an máisteoir an ch
Variable:
0%
Sensinnovat BV, permanently represented by Rudi De Winter - Executive, CEO
$\ddot{s}$ -
Ś
Ś.
\$
\$
\$.
285,310.43
\$
285,310.43
Ś
Fixed:
100%
Variable:
0%
Executive Management excl. Sensinnovat BV
$\mathsf{s}$
Ś.
$5 -$
Ś.
\$.
\$1,326,706.93
100%
\$1,159,551.89
97,429.00
\$69,726.04
Fixed:
٠
Variable:
0%
Tabel 1 - Total remuneration
1.872.187.87
2017 2018 2019 2020
Annual change of remuneration
٠ Fixed remuneration -
15.8%
$-4.4%$ $-21.7%$
٠ Variable remuneration 40.4% 10.2% 100.0%
Annual change in the developments and performances (in
thousands of USD)
٠ Performance criteria (EBIT) 50,489 32,919 43,865 14,617
٠ Net profit 89.758 22,554 48,540 13,530
Annual change in the average remuneration of employees on consolidated basis*
2.26% 6.06% 0.91%

Statutory auditor's report to the general meeting of X-FAB Silicon Foundries SE on the annual accounts as of and for the year ended December 31, 2020

FREE TRANSLATION OF UNQUALIFIED STATUTORY AUDITOR'S REPORT ORIGINALLY PREPARED IN DUTCH

In the context of the statutory audit of the annual accounts of X-FAB Silicon Foundries SE ("the Company"), we provide you with our statutory auditor's report. This includes our report on the annual accounts for the year ended December 31, 2020, as well as other legal and regulatory requirements. Our report is one and indivisible.

We were appointed as statutory auditor by the general meeting of April 30, 2020, in accordance with the proposal of the board of directors issued on the recommendation of the audit committee. Our mandate will expire on the date of the general meeting deliberating on the annual accounts for the year ended December 31, 2022. We have performed the statutory audit of the annual accounts of X-FAB Silicon Foundries SE for 13 consecutive financial years.

Report on the annual accounts

Unqualified opinion

We have audited the annual accounts of the Company as of and for the year ended December 31, 2020, prepared in accordance with the financial reporting framework applicable in Belgium. These annual accounts comprise the balance sheet as at December 31, 2020, the income statement for the year then ended and notes. The balance sheet total amounts to EUR 946.086.373 and the income statement shows a profit for the year of EUR 49.820.366.

In our opinion, the annual accounts give a true and fair view of the Company's equity and financial position as at December 31, 2020 and of its financial performance for the year then ended in accordance with the financial reporting framework applicable in Belgium.

Basis for our unqualified opinion

We conducted our audit in accordance with International Standards on Auditing ("ISAs") as adopted in Belgium. In addition, we have applied the ISAs as issued by the IAASB and applicable for the current accounting year while these have not been adopted in Belgium yet. Our responsibilities under those standards are further described in the "Statutory auditors' responsibility for the audit of the annual accounts" section of our report. We have complied with the ethical requirements that are relevant to our audit of the annual accounts in Belgium, including the independence requirements.

We have obtained from the board of directors and the Company's officials the explanations and information necessary for performing our audit.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KPMG Bedrijfsrevisoren - KPMG Réviseurs d'Entreprises, a Belgian BV/SRL and
a member firm of the KPMG global organization of independent member firms
affiliated with KPMG international Limited, a private English company li uarantee. All rights reserved.
ocument Classification: KPMG Public

Zetel - Siège:
Luchthaven Brussel Nationaal 1K
B-1930 Zaventem

KPMG Bedrijfsrevisoren - KPMG
Réviseurs d'Entreprises BV/SRL
Ondernemingsnummer / Numéro imingsnummer / M
rise 0419.122.548 d'entreprise 0419.122.548

BTW - TVA BE 0419.122.548

RPR Brussel - RPM Bruxelles

IBAN : BE 95 0018 4771 0358

BIC : GEBABEBB

Statutory auditor's report to the general meeting of X-FAB Silicon Foundries SE on the annual accounts as of and for the year ended December 31, 2020

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the annual accounts of the current period. These matters were addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We did not identify key audit matters to report.

Board of directors' responsibilities for the preparation of the annual accounts

The board of directors is responsible for the preparation of these annual accounts that give a true and fair view in accordance with the financial reporting framework applicable in Belgium, and for such internal control as board of directors determines, is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

In preparing the annual accounts, the board of directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Statutory auditor's responsibilities for the audit of the annual accounts

Our objectives are to obtain reasonable assurance as to whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of the users taken on the basis of these annual accounts.

When performing our audit we comply with the legal, regulatory and professional requirements applicable to audits of the annual accounts in Belgium. The scope of the statutory audit of the annual accounts does not extend to providing assurance on the future viability of the Company nor on the efficiency or effectivity of how the board of directors has conducted or will conduct the business of the Company. Our responsibilities regarding the going concern basis of accounting applied by the board of directors are described below

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also perform the following procedures:

— Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting

Document Classification: KPMG Public

Statutory auditor's report to the general meeting of X-FAB Silicon Foundries SE on the annual accounts as of and for the year ended December 31, 2020

from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

  • Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by board of directors;
  • Conclude on the appropriateness of board of directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern;
  • Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

For the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the annual accounts of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Other legal and regulatory requirements

Responsibilities of the Board of Directors

The board of directors is responsible for the preparation and the content of the board of directors' annual report on the annual accounts, of the documents required to be filed in accordance with the legal and regulatory requirements, for maintaining the Company's accounting records in compliance with the applicable legal and regulatory requirements, as well as for the Company's compliance with the Companies' Code or, as from January 1, 2020, the Companies' and Associations' Code and the Company's articles of association.

3

Statutory auditor's report to the general meeting of X-FAB Silicon Foundries SE on the annual accounts as of and for the year ended December 31, 2020

Statutory auditor's responsibilities

In the context of our engagement and in accordance with the Belgian standard which is complementary to the International Standards on Auditing as applicable in Belgium, our responsibility is to verify, in all material respects, the board of directors' annual report on the annual accounts, certain documents to be filed in accordance with legal and regulatory requirements and compliance with certain requirements of the Companies' Code or, as from January 1, 2020, the Companies' and Associations' Code and with the Company's articles of association, and to report on these matters.

Aspects concerning the board of directors' annual report on the annual accounts

Based on specific work performed on the board of directors' annual report on the annual accounts, we are of the opinion that this report is consistent with the annual accounts for the same period and has been prepared in accordance with articles 3:5 and 3:6 of the Companies' and Associations' Code.

In the context of our audit of the annual accounts, we are also responsible for considering, in particular based on the knowledge gained throughout the audit, whether the board of directors' annual report on the annual accounts contains material misstatements, that is information incorrectly stated or misleading. In the context of the procedures carried out, we did not identify any material misstatements that we have to report to you.

The non-financial information required by article 3:6 §4 of the Companies' and Associations' Code has been included in the board of directors' annual report on the annual accounts. The Company has prepared this non-financial information based on Global Reporting Initiative ("GRI") standards. In accordance with art 3:75 §1, 1st paragraph, 6° of the Companies' and Associations' Code, we do not comment on whether this non-financial information has been prepared in accordance with the mentioned GRI standards.

Information regarding the social balance sheet

The social balance sheet, which is to be filed with the National Bank of Belgium in accordance with article 3:12 §1 8° of the Companies' and Associations' Code, includes, with respect to form and content, the information required by law, including the information regarding salaries and training, and does not present any material inconsistencies with the information that we became aware of during the performance of our engagement.

Information about the independence

  • Our audit firm and our network have not performed any engagement which is incompatible with the statutory audit of the annual accounts and our audit firm remained independent of the Company during the term of our mandate.
  • The fees for the additional engagements which are compatible with the statutory audit of the annual accounts referred to in article 3:65 of the Companies' and Associations' Code were correctly stated and disclosed in the notes to the annual accounts.

Document Classification: KPMG Public

4

Statutory auditor's report to the general meeting of X-FAB Silicon Foundries SE on the annual accounts as of and for the year ended December 31, 2020

Other aspects

  • Without prejudice to formal aspects of minor importance, the accounting records were maintained in accordance with the legal and regulatory requirements applicable in Belgium.
  • The appropriation of results proposed to the general meeting complies with the legal provisions and the provisions of the articles of association.
  • Except for complying with the provisions of article 3:10 of the Companies' and Associations' Code with respect to the filing of the 2019 annual accounts within 30 days after approval, we do not have to inform you of any other transaction undertaken or decision taken in breach of the Company's articles of association or the Companies' and Associations' Code.
  • This report is consistent with our additional report to the audit committee on the basis of Article 11 of Regulation (EU) No 537/2014.

Hasselt, March 29, 2021

KPMG Bedrijfsrevisoren - Réviseurs d'Entreprises Statutory Auditor represented by

Herwig Carmans Bedrijsfrevisor / Réviseur d'Entreprises

5

Numbers of the joint industrial committees competent for the company:

STATEMENT OF THE PERSONS EMPLOYED

EMPLOYEES FOR WHOM THE COMPANY SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER

During the period
Codes
Total 1. Men 2. Women
Average number of employees
Full-time
1001 1,5 1,5
Part-time
1002
Total in full-time equivalents (FTE)
1003 1,5 1,5
Number of actual hours worked
Full-time
1011 2.614 2.614
Part-time
1012
Total
1013 2.614 2.614
Personnel costs
Full-time
1021 162.728,20 162.728,20
Part-time
1022
Total
1023 162.728,20 162.728,20
Benefits in addition to wages
1033
During the preceding period
Codes
P. Total 1P. Men 2P. Women

Average number of employees in FTE
1003 2,0 2,0
Number of actual hours worked
1013 3.754 3.754
Personnel costs
1023 170.919,72 170.919,72
Benefits in addition to wages
1033

EMPLOYEES FOR WHOM THE COMPANY SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER (continuation)

Codes 1. Full-time 2. Part-time 3. Total in full-time
equivalents
At the closing date of the period
Number of employees
105 1 1,0

By nature of the employment contract
Contract for an indefinite period 110 1 1,0
Contract for a definite period 111
Contract for the execution of a specifically assigned work 112
Replacement contract 113
According to gender and study level
Men 120 1 1,0
primary education 1200
secondary education 1201
higher non-university education 1202
university education 1203 1 1,0
Women 121
primary education 1210
secondary education 1211
higher non-university education 1212
university education 1213
By professional category
Management staff 130
Salaried employees 134 1 1,0
Hourly employees 132
Other 133

HIRED TEMPORARY STAFF AND PERSONNEL PLACED AT THE DISPOSAL OF THE COMPANY

During the period Codes 1. Hired temporary
staff
2. Hired temporary
staff and personnel
placed at the
company's disposal
Average number of persons employed
150

Number of actual hours worked
151

Costs to the company
152

LIST OF PERSONNEL MOVEMENTS DURING THE PERIOD

ENTRIES Codes 1. Full-time 2. Part-time 3. Total in full-time
equivalents
Number of employees for whom the company submitted
a DIMONA declaration or who have been recorded in the
general personnel register during the period
205
By nature of the employment contract
Contract for an indefinite period 210
Contract for a definite period 211
Contract for the execution of a specifically assigned work 212
Replacement contract 213
DEPARTURES Codes 1. Full-time 2. Part-time 3. Total in full-time
equivalents
Number of employees whose contract-termination date
has been included in the DIMONA declaration or in the

general personnel register during the period

305 1 1,0
By nature of the employment contract
Contract for an indefinite period 310 1 1,0
Contract for a definite period 311
Contract for the execution of a specifically assigned work . 312
Replacement contract 313
By reason of termination of contract
Retirement 340
Unemployment with extra allowance from enterprise 341
Dismissal 342
Other reason 343 1 1,0
Of which:
the number of persons who continue to render
services to the company at least half-time on
a self-employment basis
350 1 1,0

INFORMATION ON TRAINING PROVIDED TO EMPLOYEES DURING THE PERIOD

Total of initiatives of formal professional training at the expense of the
employer
Codes Men Codes Women
Number of employees involved 5801 5811
Number of actual training hours 5802 5812
Net costs for the company 5803 5813
of which gross costs directly linked to training 58031 58131
of which contributions paid and payments to collective funds 58032 58132
of which grants and other financial advantages received (to deduct) 58033 58133
Total of initiatives of less formal or informal professional training at the
expense of the employer
Number of employees involved 5821 5831
Number of actual training hours 5822 5832
Net costs for the company 5823 5833
Total of initial initiatives of professional training at the expense of the
employer
Number of employees involved 5841 5851
Number of actual training hours 5842 5852
Net costs for the company 5843 5853