X-FAB — Annual Report 2022

Mar 28, 2023

	ANNUAL ACCOUNTS AND OTHER DOCUMENTS TO BE FILED IN ACCORDANCE WITH THE BELGIAN COMPANIES AND ASSOCIATIONS
IDENTIFICATION DETAILS (at the filing date)
NAME:	X-FAB SILICON FOUNDRIES
1 Legal form :	European company (Societas Europaea)
Address: TRANSPORTSTRAAT				N°. 1
Postal code: 3980		Town: Tessenderlo
Country: Belgium
Register of legal persons - commercial court: Antwerpen, Division Hasselt 2 Website :
: 2 E-mail address
			Company registration number		0882.390.885
DATE 02/05/2022 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.
3 This filing concerns :
the ANNUAL ACCOUNTS in X		4 EURO	approved by the general meeting of		27/04/2023
the OTHER DOCUMENTS X
regarding
	the financial year covering the period from		01/01/2022	to	31/12/2022
	the preceding period of the annual accounts from		01/01/2021	to	31/12/2021
5 The amounts for the preceding period are are not identical to the ones previously published. /
Total number of pages filed: 71 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, 6.20, 9, 11, 12, 13, 14, 15

Signature (name and position) Rudi De Winter

Signature (name and position)

5 Strike out what does not apply.

F-cap 1

Where appropriate, "in liquidation" is stated after the legal form. 1

Optional mention. 2

³ Tick the appropriate box(es).

If necessary, change to currency in which the amounts are expressed. 4

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

Aurore NV 0445.038.572

Beigemsesteenweg 55, 1850 Grimbergen, Belgium

Mandate: Director, start: 28/04/2022, end: 30/04/2026

Represented by:

Juliame Christine 1.

Beigemsesteenweg 55 1850 Grimbergen Belgium

Verschaeren Christel Constancia C.

Transportstraat 1, 3980 Tessenderlo, Belgium

Mandate: Director, start: 29/04/2021, end: 24/04/2025

Wan Omar Dr Haji Wan Lizozman

Transportstraat 1, 3980 Tessenderlo, Belgium

Mandate: Director, start: 28/04/2022, end: 30/04/2026

Lacona Estelle

Transportstraat 1, 3980 Tessenderlo, Belgium

Mandate: Director, start: 29/04/2021, end: 24/04/2025

Bin Bugo Hamid

Transportstraat 1, 3980 Tessenderlo, Belgium

Mandate: Director, start: 29/04/2021, end: 24/04/2025

Straub Hans-Jurgen

Transportstraat 1, 3980 Tessenderlo, Belgium

Mandate: Director, start: 29/04/2021, end: 24/04/2025

Duchatelet Roland

Transportstraat 1, 3980 Tessenderlo, Belgium

Mandate: Director, start: 29/04/2021, end: 24/04/2025

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

Sensinnovat BV 0884.338.607

Transportstraat 1, 3980 Tessenderlo, Belgium

Mandate: Director, start: 29/04/2021, end: 24/04/2025

Represented by:

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

Vlinvlin BV 0723.452.427

Lege Veldkantlaan 18, 2540 Hove, Belgium

Mandate: Director, start: 25/04/2019, end: 27/04/2023

Represented by:

Qi Ling 1.

Lege Veldkantlaan 18 2540 Hove Belgium

KPMG Bedrijfsrevisoren BV 0419.122.548

Luchthaven Brussel Nationaal 1K, 1930 Zaventem, Belgium

Membership number: B00001

Mandate: Auditor, start: 29/04/2021, end: 27/04/2023

Represented by:

Briers Jos 1.

Luchthaven Brussel Nationaal 1K 1930 Zaventem Belgium

, Membership number : A01814

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 * audited 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	927.254.971	927.498.117
Intangible fixed assets	6.2	21
Tangible fixed assets	6.3	22/27	4.950	8.684
Land and buildings		22
Plant, machinery and equipment		23		21
Furniture and vehicles		24	4.950	8.663
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	927.250.021	927.489.433
Affiliated Companies	6.15	280/1	927.250.021	927.489.433
Participating interests		280	927.250.021	927.250.021
Amounts receivable		281		239.412
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	88.204.581	76.550.006
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	18.099.600	60.409.310
Trade debtors		40		12.886
Other amounts receivable		41	18.099.600	60.396.424
Current investments	6.5.1 / 6.6	50/53
Own shares		50
Other investments		51/53
Cash at bank and in hand		54/58	70.097.003	16.132.787
Accruals and deferred income	6.6	490/1	7.978	7.909
TOTAL ASSETS		20/58	1.015.459.552	1.004.048.123

	Notes		Codes	Period	Preceding period
EQUITY AND LIABILITIES
EQUITY			10/15	1.014.329.021	998.223.694
Contributions	6.7.1		10/11	750.358.943	750.358.943
Capital		10		657.456.851	657.456.851
Issued capital			100	657.456.851	657.456.851
6 Uncalled capital			101
Beyond capital		11		92.902.092	92.902.092
Share premium account			1100/10	92.902.092	92.902.092
Other			1109/19
Revaluation surpluses		12
Reserves		13		13.769.021	12.963.754
Reserves not available			130/1	13.769.021	12.963.754
Legal reserve			130	13.207.466	12.402.199
Reserves not available statutorily			1311
Purchase of own shares			1312	561.555	561.555
Financial support			1313
Other			1319
Untaxed reserves			132
Available reserves			133
Accumulated profits (losses)	(+)/(-)	14		250.201.057	234.900.997
Capital subsidies		15
Advance to shareholders on the distribution of net 7 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. 6

Amount to be deducted from the other components of equity. 7

	Notes	Codes	Period	Preceding period
AMOUNTS PAYABLE		17/49	1.130.531	5.824.429
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	1.130.531	5.765.299
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	197.417	589.096
Suppliers		440/4	197.417	589.096
Bills of exchange payable		441
Advance payments on contracts in progress		46
Taxes, remuneration and social security	6.9	45	312.418	43.592
Taxes		450/3	280.155
Remuneration and social security		454/9	32.263	43.592
Other amounts payable		47/48	620.696	5.132.611
Accruals and deferred income	6.9	492/3		59.130
TOTAL LIABILITIES		10/49	1.015.459.552	1.004.048.123

PROFIT AND LOSS ACCOUNT

		Notes	Codes	Period	Preceding period
Operating income			70/76A	13.015.989	11.774.739
Turnover		6.10	70	12.997.746	11.765.394
Stocks of finished goods and work and contracts in progress: increase (decrease)	(+)/(-)		71
Produced fixed assets			72
Other operating income		6.10	74	13.604	6.120
Non-recurring operating income		6.12	76A	4.639	3.225
Operating charges Goods for resale, raw materials and consumables			60/66A 60	13.245.365	11.762.860
Purchases			600/8
Stocks: decrease (increase)	(+)/(-)		609
Services and other goods			61	13.106.668	11.647.547
Remuneration, social security and pensions	(+)/(-)	6.10	62	134.795	105.491
Amortisations of and other amounts written down on formation expenses, intangible and tangible fixed assets			630	3.733	7.508
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	169	2.314
Operating charges reported as assets under restructuring costs	(-)		649
Non-recurring operating charges		6.12	66A
Operating profit (loss)	(+)/(-)		9901	-229.376	11.879

		Notes	Codes	Period	Preceding period
Financial income			75/76B	16.887.723	57.385.522
Recurring financial income			75	16.887.723	57.385.522
Income from financial fixed assets			750	14.848.100	56.370.653
Income from current assets			751
Other financial income		6.11	752/9	2.039.623	1.014.869
Non-recurring financial income		6.12	76B
Financial charges		6.11	65/66B	139.379	18.832
Recurring financial charges			65	139.379	18.832
Debt charges			650	52.761	18.832
Amounts written down on current assets other than stocks, contracts in progress and trade debtors: additions (write-backs)	(+)/(-)		651
Other financial charges			652/9	86.618
Non-recurring financial charges		6.12	66B
Profit (Loss) for the period before taxes	(+)/(-)		9903	16.518.968	57.378.569
Transfer from deferred taxes			780
Transfer to deferred taxes			680
Income taxes on the result	(+)/(-)	6.13	67/77	413.640	315.818
Taxes			670/3	485.249	315.818
Adjustment of income taxes and write-back of tax provisions			77	71.609
Profit (Loss) of the period	(+)/(-)		9904	16.105.328	57.062.751
Transfer from untaxed reserves			789
Transfer to untaxed reserves			689
Profit (Loss) of the period available for appropriation	(+)/(-)		9905	16.105.328	57.062.751

N°.	0882.390.885		F-cap 5
-----	--------------	--	---------

APPROPRIATION ACCOUNT

		Codes	Period	Preceding period
Profit (Loss) to be appropriated	(+)/(-)	9906	251.006.324	237.754.134
Profit (Loss) of the period available for appropriation	(+)/(-)	(9905)	16.105.328	57.062.751
Profit (Loss) of the preceding period brought forward	(+)/(-)	14P	234.900.996	180.691.383
Transfers from equity		791/2
from contributions		791
from reserves		792
Appropriations to equity		691/2	805.267	2.853.137
to contributions		691
to legal reserve		6920	805.267	2.853.137
to other reserves		6921
Profit (loss) to be carried forward	(+)/(-)	(14)	250.201.057	234.900.997
Shareholders' contribution in respect of losses		794
Profit to be distributed		694/7
Compensation for contributions		694
Directors or managers		695
Employees		696
Other beneficiaries		697

		Codes	Period	Preceding period
PLANT, MACHINERY AND EQUIPMENT
Acquisition value at the end of the period		8192P	xxxxxxxxxxxxxxx	248
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	248
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	227
Movements during the period
Recorded		8272	21
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	248
NET BOOK VALUE AT THE END OF THE PERIOD		(23)

		Codes	Period	Preceding period
FURNITURE AND VEHICLES
Acquisition value at the end of the period		8193P	xxxxxxxxxxxxxxx	18.564
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	18.564
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	9.901
Movements during the period
Recorded		8273	3.713
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	13.614
NET BOOK VALUE AT THE END OF THE PERIOD		(24)	4.950

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	927.250.021
Movements during the period
Acquisitions		8361
Sales and disposals		8371
Transfers from one heading to another	(+)/(-)	8381
Acquisition value at the end of the period		8391	927.250.021
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)	927.250.021
AFFILIATED COMPANIES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD		281P	xxxxxxxxxxxxxxx	239.412
Movements during the period
Appropriations		8581
Repayments		8591	239.412
Amounts written down		8601
Amounts written back		8611
Exchange differences	(+)/(-)	8621
Other movements	(+)/(-)	8631
NET BOOK VALUE AT THE END OF THE PERIOD		(281)
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					31/12/2022	EUR	397.928.744	9.127.635
None HAARBERGSTRASSE 67 99097 ERFURT Germany
	REGISTERED SHARES	21.564.560	97,20	2,80
X-FAB SARAWAK SDH. BDH. None SILICON DRIVE 1 93350 KUCHING Malaysia					31/12/2022	USD	460.767.554	101.405.151
	REGISTERED SHARES	2.184.594.83 5	100,00	0,00
X-FAB JAPAN KK None SHIN YOKOHAMA DAINI CENTER BUILDING 10F 3-19-5 SHIN YOKOHAMA Japan					31/12/2022	USD	-1.288.245	-164.452
	REGISTERED SHARES	160	100,00	0,00
X-FAB MEMS FOUNDRY GMBH None Haarbergstrasse 67 99097 ERFURT Germany					31/12/2022	EUR	40.755.887	11.312.667
	REGISTERED SHARES	0	100,00	0,00
X-Fab France SAS Public limited liability company Rue du Faubourg Saint Honore 72 75008 Parijs France					31/12/2022	EUR	63.435.806	-44.281.760
	REGISTERED SHARES	60.574.261	100,00	0,00

STATEMENT OF CAPITAL AND SHAREHOLDERS' STURCTURE

STATEMENT OF CAPITAL
----------------------	--

Capital

Issued capital at the end of the period Issued capital at the end of the period

Modifications during the period

Composition of the capital Share types

Registered shares

Shares dematerialized

Codes	Period	Preceding period
100P	XXXXXXXXXXXXXX	657.456.851
(100)	657.456.851

	Codes	Period	Number of shares
Modifications during the period
Composition of the capital
Shares without nominal value.		657.456.851	130.781.669
Registered shares	8702	XXXXXXXXXXXXXX	130.781.669
Shares dematerialized	8703	XXXXXXXXXXXXXX

	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
Number of shares	8732
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

N°.	0882.390.885			F-cap 6.7.1
			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
				Period
	SERVICES OR KNOW-HOW)	ADDITIONAL NOTES REGARDING CONTRIBUTIONS (INCLUDING CONTRIBUTIONS IN THE FORM OF

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	0/0
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	8912
Amounts payable with a remaining term of more than 5 years
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	280.155
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	32.263

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
Average number of employees calculated in full-time equivalents	9087	1,0	1,0
Number of actual hours worked	9088	1.702	1.702
Personnel costs
Remuneration and direct social benefits	620	108.281	86.024
Employers' contribution for social security	621	26.514	19.467
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	169	2.314
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

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		168.190
Other
Unrealized exchange rate gain		2.039.622	846.678
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	86.618
Results from the conversion of foreign currencies	655
Other

INCOME AND CHARGES OF EXCEPTIONAL SIZE OR FREQUENCY

	Codes	Period	Preceding period
NON-RECURRING INCOME	76	4.639	3.225
Non-recurring operating income	(76A)	4.639	3.225
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		3.225
Other non-recurring operating income	764/8	4.639
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
Non-recurring operating charges	(66A)
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
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	485.249
Income taxes paid and withholding taxes due or paid	9135	485.249
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
DRD		14.848.100

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
Deferred taxes representing liabilities	9144
Allocation of deferred taxes representing liabilities

VALUE-ADDED TAXES AND TAXES BORNE BY THIRD PARTIES

Value-added taxes charged

To the company (deductible)

By the company

Amounts withheld on behalf of third party by way of

Payroll withholding taxes

Withholding taxes on investment income

Codes	Period	Preceding period
9145	2.552.569	2.200.171
9146	2.320.161	2.001.338
9147	53.855	42.486
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 Of which Real guarantees provided or irrevocably promised by the company on its own assets as security of debts and commitments of the company Amount of registration Mortgages Book value of the immovable properties mortgaged Bills of exchange in circulation endorsed by the company REAL GUARANTEES Maximum amount up to which the debt is secured and which is the subject of registration For irrevocable mandates to pledge goodwill, the amount for which the agent can take the inscription 258.000.000 9150 9149 91611 91721 91621 91711 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 258.000.000 For irrevocable mortgage mandates, the amount for which the agent can take registration 91631 Pledging of goodwill Pledging of other assets or irrevocable mandates to pledge other assets Book value of the immovable properties mortgaged Maximum amount up to which the debt is secured 91811 91821 Guarantees provided or irrevocably promised on future assets Amount of assets in question Maximum amount up to which the debt is secured 91911 91921 Vendor's privilege Book value of sold goods Amount of the unpaid price 92011 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

COMMITMENTS RELATING TO TECHNICAL GUARANTEES IN RESPECT OF SALES OR SERVICES

Period

AMOUNT, NATURE AND FORM CONCERNING LITIGATION AND OTHER IMPORTANT COMMITMENTS

SETTLEMENT REGARDING THE COMPLEMENTARY RETIREMENT OR SURVIVORS' PENSION FOR PERSONNEL AND BOARD MEMBERS

Brief description

Measures taken to cover the related charges

	Code	Period
PENSIONS FUNDED BY THE COMPANY ITSELF
Estimated amount of the commitments resulting from past services	9220
Methods of estimation
		Period
NATURE AND FINANCIAL IMPACT OF SIGNIFICANT EVENTS AFTER THE CLOSING DATE not reflected in
the balance sheet or income statement
		Period
COMMITMENTS TO PURCHASE OR SALE AVAILABLE TO THE COMPANY AS ISSUER OF OPTIONS FOR
SALE OR PURCHASE
		Period
NATURE, COMMERCIAL OBJECTIVE AND FINANCIAL CONSEQUENCES OF TRANSACTIONS NOT REFLECTED IN THE BALANCE SHEET
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
OTHER RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET (including those that
cannot be calculated)
X-FAB SE has signed a comfort letter for X-FAB France SAS for financial support and to guarantee the continuity.

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

	Codes	Period	Preceding period
AFFILIATED COMPANIES
Financial fixed assets	(280/1)	927.250.021	927.489.433
Participating interests	(280)	927.250.021	927.250.021
Subordinated amounts receivable	9271
Other amounts receivable	9281		239.412
Amounts receivable	9291	18.024.548	60.151.456
Over one year	9301
Within one year	9311	18.024.548	60.151.456
Current investments	9321
Shares	9331
Amounts receivable	9341
Amounts payable	9351	620.696	5.132.611
Over one year	9361
Within one year	9371	620.696	5.132.611
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	14.848.100	56.370.653
Income from current assets	9431
Other financial income	9441
Debt charges	9461
Other financial charges	9471
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
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	139.274
Fees for exceptional services or special assignments executed within the company by the auditor
Other audit assignments	95061
Tax consultancy assignments	95062
Other assignments beyondthe audit	95063	6.800
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 beyond the 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.

VALUATION RULES

1. Principle

The valuation rules are determined according to the provisions of the Royal Decree of 29 april 2019 in implementation of the Belgian Companies and Associations Code.

In respect of the requirement of a true and fair view the valuation rules of this Decree shall be deviated from in the following exceptional cases:

Reasons for the deviation:

The effects of the deviation on assets and liabilities, financial position and the result before taxation of the enterprise are as follows:

The valuation rules are in wording and application as compared to the preceding financial period; if so, the change related to: (changed) (not changed)

and has a EUR. (positive) (negative) effect on the result for the financial period before taxation to the amount of

(is) the material effect results from: The income statement (is not) significantly effected by income or charges relating to a previous financial period; if so,

The figures of the financial period are not comparable with those of the preceding financial period for the following reason:

(To compare the annual accounts of both financial periods involved following information should be taken into account): (In order to maintain comparability the figures of the preceding financial period are adjusted regarding to following reasons)

In absence of objective standards of appraisal following valuation of foreseeable liabilities, contingent losses and diminuations in value is inevitably uncertain:

Other information necessary to give a true and fair view of the enterprise's liabilities, financial position and result:

2. Fixed assets

Formation expenses:

Formation expenses are charged against income except for following costs capitalised:

Reorganization costs:

The reorganization costs are (capitalised) (not capitalised) during the financial period; if so, this is justified as follows:

Intangible fixed assets:

The amount of intangible assets includes EUR research and development costs. Depreciation of these costs and the depreciations for goodwill are charged over a period of (more than) (not more than) 5 years; if more than 5 years the period involved is justified as follows :

Tangible fixed assets:

During the financial period the tangible assets (are) (are not) revalued; if so, the revaluation if justified are as follows:

VALUATION RULES

Depreciation recorded during the financial period:

	Method	Basis NR (non- revalued) R (revalued)	Depreciation rate
Assets	S (straightline ) R (reducing balance) O (other)		Principal costs Min. - Max.	Ancillary costs Min. - Max.
1. Formation expenses
2. Intangible fixed assets
3. Buildings*
4. Plant, machinery and equipments *
5. Vehicles*
6. Office furniture *
7. Other tangible fixed assets

* Including leased assets which should be disclosed on a separate line.

Tax deductible accelerated depreciation in excess of depreciation based on economic circumstances:

• amount for the financial period: EUR.

• cumulative amount regarding tangible assets acquired as of the financial period beginning after December 31, 1983:

Financial fixed assets:

During the financial period investments (are) (are not) revalued; if so, the revaluation is justified as follows:

3. Current assets

Inventories:

Inventories are valued at acquisition cost (to be disclosed) method, Fifo, Lifo, by identifying individually the price of each element or by the lower market value determined according to the method of the weighted average price

1. Raw materials and consumables:

2. Work in progress - finished goods:

3. 1. Goods purchased for resale:
4. 1. Immovable property intended for sale:

Products:

• costs that are only indirectly attributable to the product. - Production costs (include) (do not include)
• Production costs of stock and work in progress the production of which exceeds more than one year on capital borrowed to finance the production. (includes) (does not include)

Stocks total valued at market value amount to % of its book value at the end of the financial period. (This information is only required in the event of a substantial difference).

Contracts in progress:

Contracts in progress are valued (at production cost)

(at production cost increased by a portion of the profit according to the state of completion of the contract)

4. Liabilities

Debts:

Liabilities (include) (do not include) long-term debts, bearing no interests or at an unusual low interest; if so, a discount (has) (has not) been recognised and capitalised.

EUR.

VALUATION RULES

Foreign currencies:

Debts, liabilities and commitments denominated in foreign currencies are translated in EUR using following criteria:

Exchange differences have been disclosed in the annual accounts as follows:

Leasing agreements:

Concerning the rights to use property not capitalised (relating to immovable property and concluded before 1 January 1980), and rental relating to the financial period if the leased immovable property, amount to: EUR. consideration

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, 2022

In accordance with legal and statutory requirements, we have the honour of presenting to you our annual report on the activities of the said company for the financial year covering the period from January 1st, 2022 till December 31st, 2022.

This Annual Report as well as the Annual Accounts are made available to you.

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 13 mio EUR. The total turnover increased by 10,5% compared to 2021.

The operating loss in 2022 amounted to 229 thousand EUR, while the operating gain last year was 12 thousand EUR.

The profit to be appropriated for this financial year amounts to 16,1 mio EUR since the financial result is positive by 16,7 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 (235 mio EUR), the total Profit to be appropriated amounts to 250 mio EUR.

The total balance sheet increased with 11,4 mio EUR.

The Financial fixed assets decreased with 239k EUR. The Current assets increased with 11,6 mio EUR as a result of the decrease in Other amounts receivable with 42,3 mio EUR on the one hand and an increase in Cash at bank and in hand of 54 mio EUR on the other hand.

1

ANNUAL REPORT

At the Equity and liabilities side, the total increase of 11,4 mio EUR can mainly be attributed to an increase in Reserves as a result of a profit to be appropriated of the financial year for an amount of 16,1 mio EUR. Furthermore, the Amounts payable within one year decreased with 4,6 mio EUR.

2. Appropriation of the results

The Board of Directors proposes to present the profit to be appropriated of 251.006.324 EUR as follows:

-	Dividends	0 EUR
	- Tranfer to legal reserves	805.267 EUR
	- Transfer to other reserves	0 EUR
	- Profit to be carried forward	250.201.057 EUR

3. Important events after the closing of the financial year

There have been no reportable events subsequent to the balance sheet date.

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 our 2022 Annual 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.

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

Structural trends in the markets for the end-user products produced by X-FAB's customers, or material volatility in demand for these products, may limit X-FAB's ability to maintain or increase sales and profit levels.

A significant portion of X-FAB's revenues is derived from customers who use ICs manufactured by the Group as components for the production of a wide range of products

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 price increases from its suppliers.

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, raw materials, electricity, spare parts, etc. 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 2022, raw wafer costs accounted for 13% 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 may be subject to penalties if it fails to meet the terms of long-term contracts with customers and suppliers.

X-FAB has concluded long-term agreements with a number of customers and suppliers. Longterm contracts with customers include take-or-pay arrangements which specify agreed wafer quantities and prices for a customer's business with X-FAB over a period of three years. Such arrangements provide X-FAB with a better overview of its future business levels. However, should X-FAB be unable to deliver the agreed quantities of wafers on time, it will be subject to penalty payments. In a similar manner, long-term procurement contracts with suppliers include take-or-pay arrangements and X-FAB may be subject to penalties if it does not purchase the agreed quantities from suppliers under such contracts.

X-FAB's operations could be disrupted by an unreliable or insufficient power supply.

Reliable power supply is essential to maintain a wafer fabrication facility. Unscheduled interruptions can cause significant damage to work in progress (WIP) and equipment. In addition, in times of increased geopolitical tensions and global competition for scarce resources, the energy supply in some regions may become inadequate.

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 in a mismatch between local currency expenses and US dollar revenues. X-FAB strives for a natural hedging of the business, which would make X-FAB's profitability development largely independent from exchange rate fluctuations; however, this may not be effective in preventing exchange rate losses.

Price, credit, liquidity, and cash flow risks and risks associated with the use of financial instruments are described in note 10 to the X-FAB consolidated financial statements in chapter 5 of our 2022 Annual Report.

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

ANNUAL REPORT

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 could fail . to comply with the conditions and obligations under such subsidy programs.
• 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.
• X-FAB's business could be adversely affected by changes in export control regulations, trade restrictions, and economic sanctions.
• · 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's operations may be impacted by disruptions both at its own or its suppliers' operations caused by severe weather conditions whose occurrence is increasing due to climate change.
• · 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.

-

ANNUAL REPORT

X-FAB's Corporate Governance Charter is in alignment with the 2020 Code on Corporate Governance. The Corporate Governance Charter can be consulted on the "Investors" page of the Company's website.

10.1 Shareholders

X-FAB seeks to guarantee transparent and clear communication with its shareholders. Active participation of the shareholders is encouraged by X-FAB.

In order to achieve this goal, shareholders can find important and relevant information on X-FAB's website. X-FAB publishes its annual reports, half-year reports, statutory reports, quarterly results, and financial calendar on its website in the "Investors" section. X-FAB realizes that the publication of these reports and information benefits its trust-based relationship with its shareholders and other stakeholders.

Furthermore, X-FAB is committed to guaranteeing shareholder rights.

• · At the Shareholders' Meeting, the Chairman will lead the meeting in such a manner that there will be sufficient time to answer questions that shareholders may have relating to the annual report, special reports, and/or the items on the agenda.
• · At the latest 30 days prior to the general meeting, the agenda and other relevant documents are published in different locations including X-FAB's website and the Belgian Official Gazette.
• · Shareholders representing at least 10% of the share capital have the right to add items and/or resolution proposals to the agenda.
• During the general meeting, shareholders have the right to vote on each item on the agenda. If they cannot attend the general meeting, they have the right to appoint a proxy.
• The minutes of the general meeting with the voting results will be kept in a special register after the general meeting.

Chapter 8 of our 2022 Annual Report shows the shareholder structure of X-FAB based on the transparency notifications received.

10.2 Management structure

X-FAB has opted for a "one-tier" governance structure whereby the Board of Directors is the ultimate decision-making body, with overall responsibility for the management and control of the Company. The Board of Directors is vested with the power to perform all acts that are necessary or useful for the realization of the Company's purpose, except for those actions that are specifically reserved by law or the Articles of Association to the shareholders' meeting or other management bodies. As such, the Board, among others, defines the general policy orientations, decides on major strategic, financial, and operational matters, and oversees the management.

The Board has established committees (an Audit Committee and a Remuneration and Nomination Committee) to analyze specific issues and advise the Board on those issues. The decision-making power remains within the responsibility of the Board of Directors itself.

The daily management of X-FAB has been delegated by the Board of Directors to the Chief Executive Officer, Sensinnovat BV, permanently represented by Rudi De Winter, who can represent the Company with his sole signature within and outside the framework of the daily

Name	Age	Mandate expires	Position
Dato Sri Dr. Wan Lizozman bin Wan Omar	58	2026	Non-executive director
Sensinnovat BV (Represented by Rudi De Winter)	62	2025	Managing Director, CEO
Roland Duchâtelet	76	2025	Non-executive director
Thomas Hans-Jürgen Straub	68	2025	Non-executive director
Tan Sri Datuk Amar Dr. Hamid bin Bugo	77	2025	Non-executive director (Chair)
Aurore NV (Represented by Christine Juliam)	62	2026	Non-executive and independent director
Christel Verschaeren	58	2025	Non-executive and independent director
Estelle lacona	50	2025	Non-executive and independent director
Vlinvlin BV (Represented by Ling Qi)	52	2023	Non-executive director

ANNUAL REPORT

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 seven times in 2022 and discussed, among others, the following topics:

• the financial results of the Group;
• the business plan and capital expenditure;
• the budget for the financial year 2023; and
• the ESG-strategy.

Dato Sri Dr. Wan Lizozman bin Wan Omar was excused for one meeting and was represented by proxy at three other meetings of the Board. Also, Tan Sri Datuk Amar Dr. Hamid bin Bugo was excused for one meeting. Christel Verschaeren was represented by proxy at one meeting. Other than that, all 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 2023.

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: Aurore NV, represented by Christine Juliam, independent director and Chair; Christel Verschaeren, independent director; Tan Sri Datuk Amar Dr. Hamid bin Bugo, non-executive director; and Estelle lacona, independent director.

According to Article 7:99 BCCA the members of the Audit Committee maintain a collective expertise in the field of the Company's activities. At least one of them shall have accounting and audit expertise. Given his education as well as extensive experience as a board member for a number of different companies, Tan Sri Datuk Amar Dr. Hamid bin Bugo complies with this requirement.

In 2022, the Audit Committee met four times. During these meetings the audit plan and key audit matters were discussed with the external auditor. Other topics covered were the results of the internal audit and the renewal of the audit mandate. All members of the Audit Committee as well as the external auditor attended all meetings. The internal auditor was present at two meetings.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee advises the Board of Directors principally on matters regarding the appointment and remuneration of directors and members of the Executive Management.

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

Name	Age	Position
Rudi De Winter	62	Chief Executive Officer
Alba Morganti	54	Chief Financial Officer
Jörg Doblaski	44	Chief Technology Officer
Lee Boon Chun	53	Chief Executive Officer, X-FAB Sarawak
Dr. Jocelyne Wasselin	64	Chief Executive Officer, X-FAB France
Lloyd Whetzel	65	Chief Executive Officer, X-FAB Texas
Dr. Gabriel Kittler	44	Chief Executive Officer, X-FAB Erfurt
Rico Tillner	40	Chief Executive Officer, X-FAB Dresden

in U.S. dollars
Name, position		2. Variable remuneration 1. Fixed remuneration
	Base salary	Fees	Other benefits	One-year variable	Multi-year variable
Roland Duchâtelet. Non-executive director
Thomas Hans- ürgen Straub, Non- executive director	15,814.65		25,229.10
Tan Sri Dr. Hamid bin Bugo, Non- executive director	26,357.75
Aurore NV (Represented by Christine Juliam), Independent director	26,357.75
Christel Verschaeren, Independent director	26,357.75
Estelle lacona, Independent director	26,357.75
Vlinvlin BV [Represented by Ling Qi]. Non-executive director	15,814.65		68.699.17
Sensinnovat BV, permanently represented by Rudi De Winter, Executive, CEO	384,823.15			41,368.49	96,205.79
Executive Management excl. Sensinnovat BV	1,088,758.14		67,272.43	127,931.21

in U.S. dollars
Name, position	3. Extra- ordinary items	4. Pension expense	5. Total remuneration	6. Proportion of fixed and variable remuneration
Roland Duchatelet. Non-executive director				Fixed:	100%
Thomas Hans- Jürgen Straub, Non- executive director			41.043.75	Fixed:	100%
Tan Sri Dr. Hamid bin Bugo,			26,357.75	Fixed:	100%
Aurore NV (Represented by Christine Juliam), Independent director			26,357.75	Fixed:	100%
Christel Verschaeren, Independent director			26,357.75	Fixed:	100%
Estelle lacona, Independent director			26,357.75	Fixed:	100%
Vlinvlin BV [Represented by Ling Qi), Non-executive director			84,513.82	Fixed:	100%
Sensinnovat BV, permanently			522,397.43	Fixed:	74%
represented by Rudi De Winter, Executive, CEO				Variable:	26%
Executive Management excl.		101,352.50	1,385,314.28	Fixed:	91%
Sensinnovat BV				Variable:	9%
			2,138,700.28

-

-

in U.S. dollars
Performance criteria	a)	Minimum threshold performance	a)	Maximum performance	a)	Measured performance
	b)	Corresponding remuneration	b)	Corresponding remuneration	b)	Actual remuneration outcome
Global business performance	a	2,500,000	a	130,000,000	a)	57,335,000
Relative weighting 50%	b)	0	b)	96,206	b)	41,368
Total bonus		0		96,206		41,368

in U.S. dollars
Performance		a) Threshold performance		Measured performance a)
	b)	Corresponding remuneration	b)	Actual remuneration outcome
Revenue growth over the last year	a)	Revenue growth >8%	a	12%
	b)	48,103		48,103
Revenue growth over	a)	Revenue growth >28% b)		55 %
the last two years	b)	48,103		48,103
Total bonus		96,206		96,206

-

in U.S. dollars
Performanc a) e criteria		Minimum threshold performance		Maximum performance		a) Measured performance
	b)	Corresponding remuneration	b)	Corresponding remuneration	b)	Actual remuneration outcome
Global business	a)	2,500,000	a	130,000,000	a)	57,335,000
Relative weighting	b)	0	b)	121,240	b)	36,732
Individual/te am	a)	Determined individually	a)	Determined individually	a)	Determined individually
Relative weighting	b)	0	b	121,240	b)	91,198
Total bonus		0		242,480		127,931

Name	2018	2019	2020	2021	2022
Annual change of remuneration
(Executive management)
· Fixed remuneration				-4.1 0/0	4.2%
· Variable remuneration				+100%	-33.4 %
· Total remuneration				21.3 0/0	-2.5 %
Annual change in the developments
and performances (in thousands of U.S.
· Performance criteria (EBIT)	32,919	-43,865	-14,617	77,192	57,335
· Net profit	22,554	-48,540	13,530	83,640	52,491
Annual change in the average remuneration of employees on	2.26%	-6.06 %	0/0 0.91	8.39%	-1.58 0/0

ANNUAL REPORT

The process of internal control in relation to the financial reporting is based on the following principles:

• · Data on transactions or use of assets of the Company are registered accurately and saved in an automated global enterprise resource planning (ERP) system by the different X-FAB business units.
• · Accounting transactions are registered in globally standardized operating charts of accounts.
• · The financial information is prepared and reported in first instance by the accounting teams in the different legal entities of X-FAB worldwide.
• · Consequently, the finance managers at the different X-FAB sites will review the prepared and reported local financial information before sending it to the Global Finance Department.
• · In the Global Finance Department, the financial information will receive its final review before it is included in the consolidated financial statements.

X-FAB is validly represented by the sole signature of the CEO for all aspects within and outside the daily management of the Company. Specific powers are granted to members of the Executive Management to represent X-FAB in matters that relate to the functional area for which they are responsible. For actions that fall outside the scope of the daily management, the Company is validly represented by two directors acting together.

In the event of the detection of certain deficiencies, this will be reported to the Executive Management to determine which appropriate measures can be taken.

The risk assessment in connection with the financial reporting is based on the following principles:

• Risks that the Company is confronted with are detected and monitored by the . responsible persons of the different departments of the Company.
• The automated ERP system provides the responsible persons of the departments with permanent access to the financial information relevant to the business activities of their functional area for monitoring, controlling, and directing purposes.
• · Closing the accounts at the end of every month warrants that the financial consequences of the identified risks are monitored closely to be able to anticipate to possible adverse evolutions.
• · The financial results are also reviewed monthly on a global level.
• · A data protection system based on antivirus software, internal and external backup of data, and the controlling of access rights to information protects the Company's information and guarantees the continuity of the financial reporting. The adequacy and integrity of these IT systems and procedures are reviewed regularly.
• · In accordance with the 2020 Belgian Code on Corporate Governance, X-FAB has set up an internal audit function for its financial department, whose resources and skills are adapted to assess the financial reporting and the risk management of the Company. The Audit Committee receives a periodic summary of the internal audit activities.

ANNUAL REPORT

10.10 Description of certain information from the Articles of Association and elements pertinent to a takeover bid

Capital structure

The registered capital of X-FAB amounts to EUR 657,456,850.68 and is represented by 130,781,669 equal shares without par value. The shares are in registered or dematerialized form.

Restrictions on the transfer of securities

The Articles of Association contain no restrictions on the transfer of the shares. The Board of Directors is furthermore not aware of any restrictions imposed by law on the transfer of shares by any shareholder, except in the framework of market abuse regulations.

Restrictions on the exercise of voting rights

Each share entitles the holder to one vote. The Articles of Association contain no restrictions on the voting rights and each shareholder can exercise their voting rights provided they are validly admitted to the general meeting and their rights have not been suspended. Pursuant to Article 11 of the Articles of Association the Company is entitled to suspend the exercise of the rights attaching to securities belonging to several owners until one person is appointed towards the Company as representative of the security.

No one can vote at the general meeting using rights attached to securities that have not been reported in due time in accordance with the Articles of Association and with the law.

The Board is not aware of any other restrictions imposed by law on the exercise of voting rights.

Agreements among shareholders

XTRION NV and Sarawak Technology Holdings Sdn. Bhd. have entered into a shareholders' agreement as shareholders of X-FAB (the "Shareholders' Agreement").

The Shareholders' Agreement applies for as long as each of the shareholders holds more than 5% of the shares in X-FAB. The Shareholders' Agreement addresses certain matters relating to the governance of X-FAB as well as the transfer of shares in X-FAB held by the parties to this Shareholders' Agreement.

Pursuant to the terms of the Shareholders' Agreement, XTRION NV and Sarawak Technology Holdings Sdn. Bhd. each have the right to appoint two directors on the Board of Directors. The Shareholders' Agreement furthermore provides for certain restrictions on the ability of XTRION NV and Sarawak Technology Holdings Sdn. Bhd. to transfer their shares in X-FAB.

Amendments to the Articles of Association

Matters involving special legal quorum requirements include, among others, amendments to the Articles of Association, issues of new shares, convertible bonds, or warrants, and decisions regarding mergers and demergers, which require at least 50% of the share capital to be present or represented. If the quorum is not reached, a second meeting may be convened at which no quorum shall apply.

Matters involving special majority requirements include, among others, decisions regarding mergers and demergers, which require a majority of at least 75% of the votes cast.

-

-

-

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, 2022

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, 2022, 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 15 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, 2022, prepared in accordance with the financial reporting framework applicable in Belgium. These annual accounts comprise the balance sheet as at December 31, 2022, the income statement for the year then ended and notes. The balance sheet total amounts to EUR 1.105.459.552 and the income statement shows a profit for the year of EUR 16.105.328.

In our opinion, the annual accounts give a true and fair view of the Company's equity and financial position as at December 31, 2022 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.

a Bedrijfsrevisoren - KPMG Réviseurs d'Entreprises, a Belgian BV/SRL and
nber firm of the KPMG global organization of independent member films
ed with KPMG International Limi KPMG Bedrijfsre guarantee. All rights reserved.
Document Classification: KPMG Public

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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, 2022

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 the 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:

2

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, 2022

• · 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 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 the board of directors;
• · Conclude on the appropriateness of the 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.

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, 2022

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' and Associations' Code and the Company's articles of association.

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' 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 the Global Reporting Initiatives ("GRI") standards. In accordance with art 3:75 §1, 1* 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.

ent 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, 2022

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.

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.
• We do not have to inform you of any transactions undertaken or decisions 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.
• · We have evaluated the financial consequences for the Company of the decision regarding the conflict of interest as described in the meeting notes of the board of directors and we have nothing to report to you in this respect.

Hasselt, March 23, 2023

KPMG Bedrijfsrevisoren - Réviseurs d'Entreprises Statutory Auditor represented by

Jos Briers Bedrijsfrevisor / Réviseur d'Entreprises

67/71

5

SOCIAL BALANCE SHEET

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		Total	1. Men	2. Women
Average number of employees
Full-time	1001	1,0	1,0
Part-time	1002
Total in full-time equivalents (FTE)	1003	1,0	1,0
Number of actual hours worked
Full-time	1011	1.702	1.702
Part-time	1012
Total	1013	1.702	1.702
Personnel costs
Full-time	1021	134.795	134.795
Part-time	1022
Total	1023	134.795	134.795
Benefits in addition to wages	1033

During the preceding period Codes		P. Total	1P. Men	2P. Women
Average number of employees in FTE Number of actual hours worked Personnel costs Benefits in addition to wages	1003 1013 1023 1033	1,0 1.702 105.491	1,0 1.702 105.491

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

Average number of persons employed Number of actual hours worked Costs to the company

Codes	1. Hired temporary staff	2. Hired temporary staff and personnel placed at the company's disposal
150
151
152

LIST OF PERSONNEL MOVEMENTS DURING THE PERIOD

ENTRIES Codes 1. Full-time 3. Total in full-time equivalents 2. Part-time By nature of the employment contract 205 210 211 212 213 Contract for the execution of a specifically assigned work Replacement contract Contract for a definite period Number of employees for whom the company submitted a DIMONA declaration or who have been recorded in the general personnel register during the period Contract for an indefinite period DEPARTURES 1. Full-time Codes 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 By nature of the employment contract By reason of termination of contract 310 305 311 312 313 340 341 342 343 350 Retirement Unemployment with extra allowance from enterprise Dismissal Other reason Of which: the number of persons who continue to render services to the company at least half-time on a self-employment basis Contract for an indefinite period Contract for a definite period Contract for the execution of a specifically assigned work Replacement contract

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