Policies

Among other matters, such impermissible conduct can result in improper financial reporting and the unauthorized acquisition, use and disposition of assets. To this end, ASM forbids:

• Engaging in any illegal or unethical act to entice a customer or potential customer to do business with ASM. Do not give inappropriate gifts or provide unusual hospitality to customers or potential customers or their team members that will unfairly influence their purchasing decision. Do not give gifts or more than nominal entertainment that could be construed as a bribe.

• Failing to comply with applicable law regarding governmental corruption, including the US Foreign Corrupt Practices Act and other applicable international laws governing the payment of monies or anything of value to government officials or candidates for public office.

• Accepting or soliciting bribes, commissions, kickbacks, gifts of other than nominal value, loans, special privileges, personal favors, unusual hospitality, services or other benefits from a current or prospective supplier, customer, subcontractor, competitor or other individual or organization with which ASM does business, other than customary business amenities such as meals, etc. Report benefits other than of nominal value promptly to your supervisor and then return them to the donor.

The sections below give more detailed information. Please note that we have related codes and rules that are also applicable to all employees which are posted here on our website. These items include among others the Code of Ethics, the Whistleblower policy, and the Rules concerning Insider Trading. Please review and familiarize yourself with each specific item that may apply to particular situations.

A. Anti-Corruption Matters

Specifically with respect to bribery and corruption of governmental related matters (including the US Foreign Corrupt Practices Act), ASM has adopted as a fundamental position that all employees comply with the following requirements:

1. Anti-Bribery Provisions

It is unlawful for any employee or agent of ASM to:

1. offer

2. pay

3. promise to pay; or

4. authorize the payment of any money or anything of value, directly or through an agent, to (1) any government official or (2) any political party or (3) any candidate for political office, in any case for the purposes of

   1. influencing any act or decision in an official capacity;
   2. inducing the official, party or candidate to violate a lawful duty; or
   3. inducing the official, party or candidate to affect or influence any act or decision of the official’s, party’s or candidate’s government in each case to assist ASM in obtaining or retaining business for or with, or directing business to, any person or securing any improper advantage. Retaining business has been defined to include obtaining favorable tax treatment and resolving financial disputes with a government.

“Government official” means any officer or employee of or any person acting in an official capacity for a government or any department, agency or instrumentality, which may include the local telephone company or other utility company if controlled by the government or any department, agency or instrumentality. Government official also means officials of public international organizations such as the World Bank and the United Nations.

Limited exceptions exist for:

1. Facilitating or expediting payments to a government official, political party or party official the purpose of which is to expedite or secure the performance of a routine governmental action by the government official, political party or party official. “Routine governmental action” means only an action that is ordinarily and commonly performed by a government official in

   1. obtaining permits, licenses or other official documents to qualify a person to do business in a country;

   2. processing governmental papers, such as visas or work orders;

   3. providing police protection, mail pick-up and delivery or scheduling inspections related to transit of goods across country;

   4. providing phone service, power and water supply, loading and unloading cargo, or protecting perishable products; or

   5. actions of a similar nature.

2. Payments that are lawful under the written laws and regulations of the government official’s, political party, or candidate’s country.

3. Payments that were a reasonable and bona fide expenditure, such as travel and lodging expenses, incurred by or on behalf of a government official, political party, party official or candidate and was directly related to

   1. the promotion, demonstration or explanation of products or services; or

   2. the execution or performance of a contract with a government or agency thereof.

2. Recordkeeping Requirements

ASM must also:

1. Make and keep books, records and accounts that in reasonable detail, accurately and fairly reflect the transactions and dispositions of ASM assets.

2. Devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that

   1. transactions are executed in accordance with management’s general or specific authorization,

   2. transactions are recorded as necessary to permit preparation of financial statements in conformity with accepted accounting principles or any other criteria applicable to such statements and to maintain accountability for assets,

   3. access to assets is permitted only in accordance with management general or specific authorization, and

   4. the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

It is a violation of our policy to knowingly circumvent or knowingly fail to implement a system of internal accounting controls or knowingly falsify any book, record or account described in this Section 2.

3. Warning Signs

The following are warning signs indicating that an agent or representative may be violating bribery/corruption rules:

1. The agent or representative has a reputation for paying bribes;

2. The agent or representative requires that his or her identity not be disclosed;

3. The agent or representative refuses to accept contractual provisions, representations and warranties or undertakings addressing past and future compliance with applicable antibribery/ corruption laws;

4. Shareholders, directors, officers or relatives of the agent or representative are “government officials”;

5. The government official recommends the agent or representative;

6. The agent or representative requires an unusually high commission, or an unusual bonus or other extraordinary payment, or a substantial upfront payment;

7. Payments are made to the agent or representative outside of the country where the agent or representative resides or where the services were performed;

8. Payments are made to third parties or by checks payable to “cash” or “bearer”; or

9. There exist undisclosed principals, associates or subcontractors of the agent or representative with whom the agent or representative shares fees and commissions.

4. Penalties

Violations of the above anti-bribery provisions subject the Company to possible significant fines under various countries’ laws. For example, under the US Foreign Corrupt Practices Act individuals who violate the anti-bribery provisions are subject to fines of up to $100,000 and 5 years in prison. Violations of the recordkeeping requirements subject the Company to significant fines and an individual to fines of up to $1,000,000 and imprisonment for up to 10 years. The Company is prohibited from paying the fine of any individual who is found to have violated these requirements.

B. Anti-Fraud Matters

1. Maintaining Accurate and Complete Company Records

1. ASM requires full compliance with the spirit and letter of the applicable laws and regulations which require that its books of account and records be accurately maintained such that they fully disclose the nature of transactions reflected in them. Accordingly, employees are reminded of the following record-keeping requirements:

   • All books, records and accounts must be kept in reasonable detail and accurately and fairly reflect the transactions and dispositions of the Company’s assets.

   • All disbursements of funds and all receipts must be properly and promptly recorded.

   • No undisclosed or unrecorded fund may be established for any purpose.

   • A system of internal accounting controls must be maintained that is sufficient to provide reasonable assurances that transactions:

   • Are recorded in a manner that permits preparation of financial statements in conformity with generally accepted accounting principles and other applicable criteria;

   • Are recorded so as to maintain accountability for the Company’s assets.

   We should all be aware that penalties for violating the laws and regulations in this area can be severe for the Company and the employees involved. Additional information dealing with this subject is contained in ASM financial policies and procedures.

2. All records will be safeguarded and maintained in a complete, accurate manner in compliance with government requirements and Company procedures.

2. Protection and Use of Company Resources

Every ASM employee is responsible for protecting ASM’s assets. Our assets include, but are not limited to, physical assets, such as equipment and buildings as well as our funds and intellectual property such as trade secrets and confidential information.

To protect ASM’s assets, they must be adequately safeguarded. This means locking up and securing valuable assets where appropriate. ASM assets may not be sold, borrowed, lent, disclosed, given away or modified in any way that would impair their value, unless there is a good business reason and with approval of the appropriate manager. Access to an ASM or ASMcontrolled facility is regulated pursuant to standards and processes implemented at each such facility and must be carefully followed.

Each employee is also responsible for understanding ASM’s obligations for protecting assets that have been entrusted to it by customers or suppliers.

Company resources, including, without limitation, cash, personnel, equipment and vehicles can only be used for legitimate business purposes. ASM also provides employees with use of Company-owned telephones, copiers and computer equipment to be used as a resource in conducting business. Although reasonable limited personal use of these resources is permitted, such use is not private, is subject to review and access by ASM, and is governed by the professional conduct and reasonable use expectations detailed in our e-mail, internet, telephone, computer and other related policies and guidelines.

3. Information Security

Confidential information generated by or used in any company business activity is considered an information asset. This includes (but is not limited to) information originating from direct access to computer systems, information carried over networks, information preserved on portable electronic media, information appearing in hard-copy format, and other non-public information learned by virtue of being an ASM employee.

ASM requires that each employee be personally responsible for safeguarding ASM’s information assets, in all their various forms, from loss, inappropriate modification and disclosure to anyone who lacks either the authorization or the need-to-know. The more sensitive or critical the information, the more care you must exercise in protecting it.

All employees are required to:

• Correctly classify information assets to accurately reflect their value to our business.

• Protect the confidentiality, integrity, and availability of information such as specifications, strategic plans, product pricing, and employee data that, if disclosed, could cause financial or other damage to ASM.

• Hold in confidence and not use (except for the benefit of ASM) any confidential information that they have access to or that was created by them while employed at ASM.

• Employees are responsible to protect confidential information throughout its life, from inception through disposal to ensure confidentiality, integrity, and availability.

• Protect third-party confidential information in the same manner required by the terms of applicable non disclosure agreements.

• Ensure that confidential information that may need to be released to customers or suppliers is handled properly. In such cases, an employee must have received proper authorization (approval from the authorized supervisor or the Legal Department) and must ensure that the recipient has a need-to-know and signs a nondisclosure agreement. Requests for confidential information from outside sources must be handled only by authorized persons.

• Cooperate with ASM in protecting such information. This includes, without limitation, cooperating fully in any investigations or exit interviews.

Our corporate and regional Information Systems Managers are responsible for establishing and maintaining corporate-wide information security policies, standards and procedures.

Management and staff are required to maintain an appropriate level of awareness, knowledge, and skill to allow them to minimize the occurrence and severity of information security incidents. Other information security policies should be obtained, read, understood and implemented as appropriate.

Each and every employee and contractor is required to comply with all information security policies and must become familiar with, understand and follow our current standards and procedures.

4. Conflicts of Interest

Each ASM employee is in a position of trust regarding the situations where our personal interests could conflict or appear to conflict with the interests of the Company. Where a conflict exists, it must be resolved to the satisfaction of the Company in order for the employer/employee relationship to continue. ASM policy requires the disclosure of any situation that is or could become a conflict. A written disclosure should be made initially to the employee’s supervisor who, along with the employee, will report the conflict or potential conflict to Human Resources or our Corporate Compliance Officer. Circumstances that actually or potentially involve conflicts or interest and which should be avoided include such matters as:

• Personal or family financial interests in a competitor, supplier or customer (except for moderate holdings of publicly traded securities).

• Employment by a competitor in any capacity.

• Acceptance of entertainment, gifts, payments or services that have more than a nominal value given by those seeking to do business with the Company.

• Placement of business with a firm owned or controlled by an employee or a family member.

• Acting as a consultant to a competitor, customer or supplier.

C. Policy Violations and Enforcement

1. Enforcement

Failure to comply with this Policy may result in disciplinary action up to and including termination, referral for criminal prosecution, and initiation of a civil lawsuit by the Company to recover damages. As with all matters involving investigations of violations and discipline, principles of respect and dignity will be applied. Any employee charged with a violation of this Code will be afforded an opportunity to explain his or her actions before final disciplinary action is taken.

Disciplinary action may be taken:

• Against employees who authorize, direct or participate directly in actions or omissions which are in violation of this Code.

• Against any employee who may have deliberately failed to report a violation or deliberately withheld relevant and material information concerning a violation of this Code.

• Against the violator’s managerial superiors, to the extent that the circumstances of the violation reflect inadequate supervision or a lack of diligence.

• Against any superior who retaliates, directly or indirectly, or encourages others to do so, against an employee for reporting a violation of this Code. The Company will actively seek to discover and correct any wrongdoing and discipline the wrongdoers. The Company and its employees will cooperate fully with authorities who may investigate and prosecute violations of the law within ASM.

2. Reporting Violations

An important part of ethical behavior is the responsibility for reporting apparent violations of this policy or any other actions felt to be a departure from appropriate standards of conduct. When such actions are observed, it is each employee’s responsibility to report promptly, all perceived violations or departures from our policies and sound business and lawful practices to the Company. Employees are encouraged to make these reports through their supervisors and, as needed, obtain guidance and interpretation of a suspected violation. However, it is understood that circumstances might make other reporting channels more appropriate. In such cases, all employees should feel free follow the procedures as set forth in our Whistleblower Policy posted on the ASM website.

Any contact with the Corporate Compliance Officer may be anonymous or, if not anonymous and requested, will be held confidential to the extent possible with fair and appropriate investigative action. Employees may make such reports with the assurance that no adverse action or retribution will occur based upon making such a report.

3. Related Codes and Rules

This code is a part of our overall compliance program to maintain and promote proper business and ethical conduct. All codes and rules should be carefully reviewed and followed, including without limitation our Code of Ethics, the Whistleblower Policy and the Rules concerning Insider Trading. All such items as currently in force are posted here on our website.​

As a member of the global corporate community, and a leader in a technology industry that is helping to shape our future, we are keenly aware of our responsibility to uphold the highest standards in our business and accounting practices, that not only maintain the trust and credibility of our customers and shareholders, but promote the culture of ethical and responsible growth.

The following outlines the basic principles of ASM International’s Code of Ethics. Its provisions are applicable to the members of the ASM Supervisory Board and Management Board and all ASM employees, consultants, contractors and temporary workers and our supply chain worldwide. It is the responsibility of the Management Board and each Regional HR Manager to ensure that these principles are communicated to and observed by all ASM employees and partners.

STANDARDS OF CONDUCT

We shall conduct our business with fairness, honesty, integrity and respect for the interests of our stakeholders in the full range of social, political and economic environments

INTELLECTUAL PROPERTY PROTECTION

We will safeguard the company’s assets, exercising responsible use and control over any and all assets and resources entrusted. We will protect the Company’s confidential proprietary information, and the proprietary information of suppliers and customers.

COMPETITION

ASM supports the principles of free enterprise and fair competition. We aim to meet customers’ needs, faster and better than our competitors. To this end ASM will compete vigorously but fairly and within the framework of applicable competition laws.

CONFLICTS OF INTEREST

ASM employees must avoid and not participate in any activity that leads to, or may lead to, a conflict of interest. This includes, but is not limited to acceptance and giving of personal gifts or hospitality, to or from ASM stakeholders, other than gifts of nominal value or reasonable hospitality given in the ordinary course of business in compliance with all applicable laws. Gifts or reasonable hospitality is not to exceed the greater of the equivalent of USD $250, or an amount less than USD $250 as established by regional policy. If any gifts or hospitality are offered or received in excess of the greater of USD $250, or an amount less than USD $250 as established by regional policy, it must be reported to the local Human Resources Department. However, any agreement or understanding regarding favors or benefits in exchange for the gifts is strictly prohibited. ASM and its employees and partner s will not pay or offer to pay bribes or illicit payments to government officials or candidates, or other parties, in order to obtain or retain business.

COMPLIANCE WITH LAWS AND REGULATIONS

ASM and its employees and its partners shall uphold and comply with the applicable governmental laws, rules and regulations and respect the customs, of all the countries in which ASM operates.

INSIDER TRADING

Information that is not publicly available and can be viewed by a reasonable investor as potentially having an effect on ASM’s or other companies’ stock price is considered "material" information. By law, a person in possession of such information is considered an "insider." Any person using such information to trade in ASM securities or other companies’ securities or to cause others to execute trades, is in violation of securities laws and our Insider Trading Policy, and will be subject to the consequences of such actions. Please refer to the ASM Insider Trading Policy for more information, the latest version of which can be found on our Corporate Website.

FINANCE AND ACCOUNTING

Senior corporate and financial management, including without limitation, the CEO and the CFO, shall provide fair, accurate, timely and understandable financial disclosure in all documents filed with regulatory authorities in the US, Amsterdam and Hong Kong, and in public communications. Furthermore, these persons shall ensure that all information is communicated objectively, disclosing all relevant information that could be deemed material.

Senior corporate and financial management will not abuse their authority influencing accounting personnel, with regard to accounting judgments and estimates for the purpose of modifying reported financial results.

Records of transactions shall be maintained in an accurate complete and timely manner in accordance with our accounting policies. No unrecorded funds or assets shall be established or maintained.

RISK MANAGEMENT AND INTERNAL CONTROLS

We shall give due consideration to assessing the business risks and the quality of our business controls, including internal controls over financial reporting, as well as to implement control improvements.

HUMAN RESOURCES

At ASM, every employee has an equal opportunity for personal recognition and career development, regardless of personal background or belief. The same policy applies to recruitment of employees. No form of discrimination or harassment will be tolerated. An important part of this policy is selecting, rewarding and promoting people who demonstrate entrepreneurial behaviour and show individual initiative in combination with a high degree of knowledge and experience of the product, local market and culture regardless of race, color, religion, age, nationality, social or ethnic origin, sexual orientation, gender, gender identity or expression, marital status, pregnancy, political affiliation, disability or veteran status.

HEALTH, SAFETY & ENVIRONMENT

We are committed to protect, maintain and promote the safety, health and general well- being of our workforce. We provide a safe and secure work environment for all employees, and establish objectives to improve our Health, Safety and Environmental management systems, standards, culture and performance.

We promote high standards of product safety, energy conservation and environmental quality, with an ongoing commitment to reduce emissions and waste in all our plants and facilities. See our Corporate Social Responsibility Policy for more information.

WHISTLEBLOWING

We encourage ASM employees and our supply chain to report to management or the Compliance Officer promptly any breach or suspected breach of this Code of Ethics or other Company guidelines

In most cases, violations shall be reported to the next level of management. If not appropriately addressed or if reporting to the next level of management would not be appropriate under the circumstances, a violation should be reported to the Compliance Officer or email to complianceofficer@asm.com, or ASM employees and non-ASM employees such as suppliers can use Speakup.com to make an anonymous complaint.

If an employee has any concerns regarding questionable accounting or auditing matters, he or she may also notify a member of the Audit Committee.

REPORTS AND COMPLAINTS

Any reports or complaints by employees under this Code of Ethics shall be dealt with strictly confidentially and investigated promptly by management, the Compliance Officer, the Ethics Committee, or the Audit Committee, as the case may be. ASM will not retaliate or undertake action against any employee or supplier for filing a report or complaint under this Code of Ethics or for assisting in any such report or complaint.

CONTINUOUS IMPROVEMENT

ASM is committed to continuous improvement regarding all aspects dealt with in this code. To that end we will establish and update management systems that allow us to monitor compliance with the different aspects of the code and propose remedial actions as appropriate.

WAIVERS

Any request for a waiver of any provision of this Code of Ethics for members of the Supervisory Board, members of the Management Board or other executive officers of ASM must be in writing and addressed to the Supervisory Board, which shall have the sole authority to approve any such waiver. Any waiver of this Code of Ethics shall be disclosed promptly.

STATUS

The Code of Ethics has been approved by the Supervisory Board and can be amended at any time by the Supervisory Board. The latest version of the document will always be available on the Web Site (www.asm.com) and will prevail over any other version of this document.​​

DIVERSITY

We shall conduct our business with fairness, honesty, integrity and respect for the interests of our stakeholders in the full range of social, political and economic environments

INTELLECTUAL PROPERTY PROTECTION

The Supervisory Board attaches value to diversity amongst its members and the members of the Management Board. Diversity is considered in any event to consist of gender, specific knowledge, work background, nationality, age and ethnic diversity, (technical) experience and skills.

With respect to gender, the Supervisory Board strives to have a composition of both the Supervisory Board and Management Board, representing at least 30% of the seats held by either gender at the same time.

SELECTION PROCEDURE AND OTHER MEASURES

In case of open positions in the Supervisory Board or Management Board, the Supervisory Board prepares a profile based on the required educational and professional background and in the search will actively seek for candidates that support the realization of diversity on the earlier mentioned criteria.

Where required a professional executive search firm is engaged to support the search process.​​

Our goal is to ensure full compliance with these business conduct principles by ASM managers and employees. It is ASM’s intention that suppliers to ASM are invited to adopt the principles as set out by the EICC.

These business conduct principles apply to all ASM employees, including temporary, migrant, student, contract, direct employees, and any other type of worker. However, they are not meant to describe the full scope of ASM human resource policies or practices. More detailed statements of policies, procedures and practices are contained in documents such as the ASM Code of Ethics. Employees are required to comply with all ASM policies, procedures and practices at all times and are responsible for consulting their management if they have any questions.

FORCED OR INVOLUNTARY LABOR

ASM will not use forced or involuntary labor of any type; employment is voluntary. Prospective employees will not be required to pay any fees to secure employment with ASM. ASM is responsible for fees associated with labor agencies. In addition, at no time will ASM retain original government or personal documents of the employee.

CHILD LABOR

ASM will not use child labor. The term "child" refers to any employed person under the age of -18, or under the age for completing compulsory education, or under the minimum age for employment in the country, whichever is greatest. We support the use of legitimate workplace apprenticeship, internship and other similar programs that comply with all laws and regulations applicable to such programs. Workers under the age of 18 shall not perform work that is likely to jeopardize the health or safety of young workers. If an employee is determined to be less than 18 years of age, Human Resources will investigate how that person was hired and rectify the issue immediately.

WAGES AND BENEFITS

ASM will, at a minimum, comply with all applicable wage and hour laws, regulations and collective labor agreements, including those relating to minimum wages, overtime hours, piece rates, nonexempt or exemption classification and other elements of compensation, and provide legally mandated benefits. If no such laws or agreements apply, ASM will pay wages in line with market practices. At no time will ASM make any deductions from wages or bonuses for disciplinary reasons.

WORKING HOURS

ASM will not exceed maximum hours of work prescribed by law and will appropriately compensate overtime. Overtime is on a voluntary basis. Employees will not be required to work more than 60 hours per week, including overtime, except in extraordinary business circumstances. In countries where the maximum work week is shorter, that standard shall apply. Employees should be allowed at least one day off per seven-day week.

NONDISCRIMINATION AND HARASSMENT

ASM will not discriminate in hiring, promotion, compensation of employees and employment practices on grounds of race, color, religion, age, nationality, social or ethnic origin, sexual orientation, gender, gender identity or expression, marital status, pregnancy, political affiliation, disability or veteran status. ASM will create a work environment free of discrimination or harassment based on race, color, religion, gender, gender identity or expression, sexual orientation, national origin, disability, age or veteran status.

RESPECT AND DIGNITY

ASM will treat all employees with respect and dignity and will not use corporal punishment, threats of violence or other forms of physical or verbal coercion or harassment.

FREEDOM OF ASSOCIATION

ASM will respect the legal rights of its employees to join or to refrain from joining worker organizations including labor organizations or trade unions. ASM complies with legal requirements worldwide regarding employee and third-party involvement. ASM respects the rights of employees to organize, and makes managers at all levels aware of those rights. ASM believes that its employees are best served through a favorable, collaborative work environment with direct communication between employees and management. ASM endeavors to establish such favorable employment conditions, to promote positive relationships between employees and managers, to facilitate employee communications, and to support employee development.

HEALTH AND SAFETY

ASM will provide its employees with a safe and healthy workplace in compliance with all applicable laws and regulations. Consistent with these obligations, ASM will have and will implement effective programs that encompass things such as life safety, incident investigation, chemical safety, ergonomics, and will provide safe standards of health and safety in any housing and transportation provided for our employees by the company.

LAWS, INCLUDING REGULATIONS AND OTHER LEGAL REQUIREMENTS

ASM will comply with all applicable laws, regulations and other legal requirements in all locations where it conducts business.

ETHICAL DEALINGS

ASM expects its employees to conduct business in accordance with the highest ethical standards as formulated in our Code of Ethics that employees are required to follow. ASM strictly complies with all laws and regulations on bribery, corruption and prohibited business practices.

COMMUNICATIONS

ASM makes available to all employees open communications channels for suggestions and complaints to management. ASM maintains channels for direct contact with the corporate office and/or local Human Resource Department for employee complaints, including any form of harassment including sexual harassment.

MONITORING/RECORD KEEPING

ASM will perform business audits to ensure adherence to our policies, practices and procedures. We will keep records in accordance with local laws and regulations.

Inside Information is knowledge of information of a precise nature which has not been made public, relating, directly or indirectly, to the Company or the trade in ASMI Financial Instruments and which, if it were made public, would have a significant influence on the price of the relevant financial instruments.

This Policy applies to all ASMI employees and to all trades in shares, options and bonds of ASM International and ASM Pacific Technology, and certain other companies described herein.

KEY PRINCIPLES

• Every ASMI employee is prohibited from executing a transaction or recommending the execution of a transaction in ASMI financial instruments if he or she has inside information.
• Members of the Management Board, the Supervisory Board, key executives and certain other persons are not allowed to deal in ASMI financial instruments during certain “Closed Periods”, nor are others allowed to do so, on their behalf.
• Members of the Management Board, the Supervisory Board, key executives and certain other persons are required to notify the ASM Compliance Officer in writing of each completed transaction in ASMI financial instruments.

The Management Board of the Company has adopted the following rules of conduct with regard to Inside Information:

Article 1. Definitions

In these rules, a number of terms are regularly used in a particular meaning. These capitalised terms are defined below:

Act on Financial Supervision

The Act of 28 September 2006 on financial markets and the supervision of financial markets (Wet op het financieel toezicht).

Affiliated Company

Every Dutch limited liability company (naamloze vennootschap naar Nederlands recht, as referred to in Section 5:33 subsection 1(a) of the Act on Financial Supervision) the (depositary receipts for) shares of which have been admitted to trading on a regulated market as meant in Article 1, under 13, of the Council Directive 93/22/EEC of 10 May 1993 on investment services in the securities field:

• belonging to the same group as the Company or in which the Company has a participating interest as referred to in section 24c, Book 2 Civil Code, if the turnover of that legal entity or company as most recently determined constitutes at least 10% of the consolidated turnover of the Company, or
• which provides directly or indirectly more than 25% of the capital of the Company.

Affiliated Financial Instruments

Shares (or depository receipts for shares) in the capital of an Affiliated Company and rightspursuant to an agreement to acquire (depositary receipts for) shares in the capital of an Affiliated Company.

AFM

Authority for the Financial Markets (Autoriteit Financiële Markten).

ASMI Employee

Any person employed by, or in any other type of relationship of authority to, the Company or a Group Company or subsidiary of the Company, irrespective of the duration of the employment, as well as the managing and supervisory directors and the members of the Management and Supervisory Board of Group Companies, and in any case including all Designated Persons.

ASMI Executive

For the purposes of these rules, an ASMI-Executive is an ASMI-Employee (not being a Member of the Management Board or the Supervisory Board of the Company) who has an executive position with the Company and on that basis has the power to take decisions which have an effect on the future development and prospects of the Company and who may regularly have access to Inside Information.

ASMI Financial Instruments

• (depositary receipts for) shares in the capital of the Company;
• other financial instruments within the meaning of Section 1:1 of the Act on Financial Supervision in conjunction with Section 5:53 subsection 3 of the Act on Financial Supervision which:
  • have been admitted to trading on a regulated market in the Netherlands or for which a request for admission to trading on such a market has been made, or
  • which have been admitted to trading on a regulated market in another EU Member State, or for which a request for admission to trading on such a market has been made, or
  • are quoted on NASDAQ, or have been admitted to trading on a financial instruments exchange established and officially authorised in a state which is not a EU Member State, or for which a request for admission to trading has been made; or any other financial instruments which are likely to be listed on such a stock exchange in the near future; and
• financial instruments, the value of which is (partly) determined by the value of (depositary receipts for) shares in the capital of the Company or the financial instruments referred to under b;
• financial instruments which have been admitted to a financial instruments market, not being a regulated market, the operator of which has been recognized as referred to in Section 5:26 subsection 1 of the Act on Financial Supervision.

Closed Period

• the period which starts 2 months prior to the first publication of the annual results of the Company, and ends at the end of the second trading day following the day on which these results have been publicised;
• the period which starts 21 days prior to the first publication of the quarterly results or the six-monthly results of the Company, and ends at the end of the second trading day following the day on which these results have been publicised;
• the period which starts at the moment, to be determined by the Compliance Officer pursuant to paragraph 3.4, the Company makes a determination to proceed with a public issue and subscription to shares, and ends at the end of the second trading day following the day on which a prospectus has been made available to the public.

The Management Board of the Company shall in due time, before the beginning of each financial year, announce, through the Compliance Officer, which periods in the relevant financial year will be considered to be Closed Periods. Amendments or supplements shall be announced in a similar manner in the course of the calendar year.

Closely Affiliated Persons

For the purposes of these rules, Closely Affiliated Persons are:

• spouses, registered partners or life partners of, or other persons cohabitating with, as if married to or a registered partner of, a Member of the Management Board, a Member of the Supervisory Board or an ASMI-Executive;
• children of a Member of the Management Board, a Member of the Supervisory Board or an ASMI-Executive who fall under his authority or who are under legal restraint and children for whom a Member of the Management Board, a Member of the Supervisory Board or an ASMI-Executive was appointed as a guardian;
• other relatives by blood or otherwise of a Member of the Management Board, a Member of the Supervisory Board or an ASMI-Executive, who have on the date in question shared a joint household with such member or executive for at least one year;
• a legal entity, a trust as referred to in Section 1 under c of the Act on the Supervision of Trust Offices (Wet toezicht trustkantoren) or a partnership
  • the executive responsibility of which is vested in:
  • which is controlled by:
  • hich has been created for the benefit of: or
  • the economic interests of which are essentially equivalent to those of:
    a Member of the Management Board, a Member of the Supervisory Board or an ASMI-Executive or a person referred to under a, b or c above.

Company

The limited liability company ASM International N.V., with corporate seat in Bilthoven, The Netherlands.

Compliance Officer

The officer referred to in Article 6.

Designated Persons

Persons designated by the Compliance Officer on the basis of Article 4.

Execution of a Transaction

To directly or indirectly and for one’s own account or for the account of others, buy or sell Financial Instruments or effect any other legal act aimed at acquiring or disposing of Financial Instruments.

Financial Instruments

• (depositary receipts for) shares;
• other financial instruments within the meaning of Section 1:1 of the Act on Financial Supervision in conjunction with Section 5:53 subsection 3 of the Act on Financial Supervision which: (i) have been admitted to trading on a regulated market in the Netherlands or for which a request for admission to trading on such a market has been made, or (ii) which have been admitted to trading on a regulated market in another EU Member State, or for which a request for admission to trading on such a market has been made, or (iii) which have been admitted to trading on a financial instruments exchange established and officially authorised in a state which is not a EU Member State, or for which a request for admission to trading has been made, or any other financial instruments which are likely to be listed on such a stock exchange in the near future; and
• financial instruments, the value of which is (partly) determined by the value of (depositary receipts for) shares in the capital of the Company or the financial instruments referred to under b;
• financial instruments which have been admitted to a financial instruments market, not being a regulated market, the operator of which has been recognized as referred to in Section 5:26 subsection 1 of the Act on Financial Supervision.

Group Company

A legal entity or company in which the Company has a participating interest as referred to in section 24c, book 2 of the Dutch Civil Code, if the turnover of that legal entity or company as most recently determined constitutes at least 10% of the consolidated turnover of the Company.

Inside Information

Knowledge of information of a precise nature which has not been made public, relating, directly or indirectly, to the Company or to the trade in Financial Instruments and which, if it were made public, would have a significant influence on the price of (either listed or unlisted) Financial Instruments.

Market Abuse Regulation

The Ministerial regulation of 12 October 2006 (Besluit marktmisbruik Wft, Staatsblad 2006, 510).

Other Financial Instruments

Financial instruments issued by listed companies other than the Company or Affiliated Companies, to the extent that these are designated by the Compliance Officer in accordance with the provisions of paragraph 3.5.

US Exchange Act

The US Securities Exchange Act of 1934, as amended.

Article 2. General rules for all ASMI-Employees

• 2.1 Every ASMI-Employee shall be prohibited from Executing (or trying to Execute) a Transaction, including Transactions in ASMI Financial Instruments, if he or she has Inside Information. This prohibition shall not apply to the situations set out in paragraph 2.5.
• 2.2 Every ASMI-Employee shall be prohibited from recommending the Execution of Financial Instruments Transactions, including Transactions in ASMI Financial Instruments, to a third party if he or she has Inside Information.
• 2.3 Every ASMI-Employee shall be prohibited from disclosing Inside Information to a third party.
• 2.4 If an ASMI-Employee is in doubt as to whether a prohibition applies to him or her, it is recommended that he or she contact the Compliance Officer.
• 2.5 The prohibitions of paragraphs 2.1 and 3.2 shall not apply to:
  • the acceptance, within the scope of an employee participation plan, of a grant of ASMI Financial Instruments, if a consistent policy is followed by the Company with regard to the conditions and periodicity of the plan;
  • the exercise of options, the conversion of convertible bonds or the exercise of warrants or similar rights to ASMI Financial Instruments within the scope of an employee participation plan (but not the resale of any ASMI Financial Instruments acquired thereby), on the date of expiry of such right or within a period of five business days prior thereto;
  • the receipt of ASMI Financial Instruments as payment of dividend, other than in the form of optional dividend.
• 2.6 Concerning transactions executed in or from within the Netherlands and not in or from within the US or involving any US person or any financial instruments listed on the NASDAQ stock market or any other US stock exchange, the prohibitions of paragraphs 2.1 and 3.2 shall not apply to:
  • a person who Executes a Transaction in order to fulfil a due and payable obligation which already existed when that person became aware of the details with regard to which he or she has Inside Information;
  • the exercise of options, the conversion of convertible bonds or the exercise of warrants or similar rights to acquire ASMI Financial Instruments within the scope of an employee participation plan, on the date of expiry of such right or within a period of five business days prior thereto, and, furthermore, the sale within said period of the ASMI Financial Instruments acquired by exercising the rights, provided that the person concerned has, at least four months prior to expiry, notified the Compliance Officer in writing of its intention to sell (said person being in such case under an obligation to sell) or has granted the Company an irrevocable power of attorney regarding the sale.
• 2.7 The prohibition of paragraph 2.3 shall not apply if the conduct referred to takes place as part of the normal fulfilment by the relevant person of his or her work, profession or position with the Company and which does not breach or violate any confidentiality agreement with, or duty owed to, the Company.
• 2.8 The provisions embodied in Article 2 of these rules shall be entirely without prejudice to the prohibitions under the Act on Financial Supervision and the US Exchange Act.

Article 3. Prohibitions for members of the Management Board, the Supervisory Board, ASMI-Executives and Designated Persons

Members of the Management or the Supervisory Board

• 3.1 For the purposes of these rules, the following persons shall be deemed Members of the Management or the Supervisory Board:
  • members of the Management Board of the Company;¹
  • members of the Supervisory Board of the Company.

¹Pursuant to section 5:48 subsection 9 of the Act on Financial Supervision, if a legal entity is managing director of a company, the natural persons who determine the daily policy of that legal entity are regarded as members of the Management Board and the natural persons who supervise the policy of the management and the general course of affairs in that legal entity are regarded as members of the Supervisory Board.

Prohibitions for Members of the Management Board, the Supervisory Board, ASMI-Executives and Designated Persons

• 3.2 Every Member of the Management Board or the Supervisory Board, ASMI-Executives and Designated Persons shall be prohibited from:
  • Executing Transactions in ASMI Financial Instruments during a Closed Period, irrespectiveof whether he or she has Inside Information;
  • Executing Transactions in ASMI Financial Instruments during the period – not being a Closed Period – in which the Compliance Officer has prohibited him or her from doing so pursuant to the provisions of paragraph 3.3 of these rules;
  • Executing a Transaction in ASMI Financial Instruments and, within six months thereafter, Executing another Transaction in ASMI Financial Instruments, if the other Transaction is opposite to the first Transaction or if the risk of the first Transaction is thereby excluded or limited, provided however that this prohibition does not apply if the first Transaction consists of the exercise of an option granted by the Company and the second Transaction consists of the sale of the ASMI Financial Instruments obtained by the exercise of the option;
  • Executing a Transaction in Other Financial Instruments, if the Compliance Officer has so determined in accordance with the provisions of paragraph 3.5 and has notified the relevant person thereof, irrespective of whether he or she has Inside Information;
  • Buying or writing options on ASMI- or Affiliated Financial Instruments, with the exception of options that are granted by the Company within the scope of an option plan.
  The prohibitions of this paragraph 3.2 shall not apply to Transactions as referred to in paragraph 2.5.
• 3.3 The Compliance Officer may prohibit Members of the Management Board, the Supervisory Board, ASMI-Executives and/or (groups of) Designated Persons from Executing Transactions in ASMI Financial Instruments during a period, outside a Closed Period, for example in relation to a public issue or subscription of shares.
• 3.4 At the request of an ASMI-Executive or a Designated Person, the Compliance Officer may under special circumstances apply to the Supervisory Board to grant dispensation from the provisions of paragraph 3.2 under a. The request shall be made in writing and the dispensation shall be granted in writing.
• 3.5 In case the Compliance Officer has reason to believe that any Members of the Management Board or the Supervisory Board, ASMI-Executives and/or Designated Persons:
  • have or may have Inside Information related to Other Financial Instruments;
  • might create the impression of violating Section 5:56 of the Act on Financial Supervision or Section 10(b) of the US Exchange Act if they would Execute a Transaction in Other Financial Instruments; or
  • are in a position, on account of their position in the Company, to make a better assessment of the state of affairs in an entity issuing Other Financial Instruments than they would be able to on the basis of public information (e.g. in case of certain competitors or suppliers of the Company), the Compliance Officer may determine that these Members of the Management Board or the Supervisory Board, ASMI-Executives and/or Designated Persons are
    • (temporarily) not allowed to Execute Transactions in (certain) Other Financial Instruments (to be determined by him); or
    • are (temporarily) required to notify the Compliance Officer of any transaction in Other Financial Instruments Executed by them.
  Such a prohibition or duty to notify shall not be imposed if and to the extent that a member of the Management Board or the Supervisory Board, an ASMI-Executive or a Designated Person limits his or her transactions to transactions in listed investment funds, or has his or her transactions executed by an independent manager who has been given written authorization by the relevant member and Executes the Transaction concerned without any instruction from or consultation with his principal, provided such an authorization and execution comply with the requirements of Rule 10b5-1(c) under the US Exchange Act. A copy of the agreement with the independent portfolio manager shall be sent to the Compliance Officer.
• 3.6 The provisions of this Article 3 shall remain applicable during six months after a Member of the Management Board or the Supervisory Board or an ASMI-Executive has ceased to serve in that capacity.

Article 4. Prohibitions for Designated Persons

• 4.1 The Compliance Officer may on a temporary basis designate ASMI-Employees (other than members of the Management Board, the Supervisory Board or ASMI-Executives) as Designated Persons, if he believes that the ASMI-Employee concerned has or may obtain Inside Information or if he believes that the ASMI-Employee concerned might create the impression of acting in violation of the Act on Financial Supervision or the US Exchange Act. The Compliance Officer shall inform the ASMI-Employee concerned in writing of the designation. The Compliance Officer may withdraw the designation as Designated Person if he believes that the reason for the designation has ceased to exist. The Compliance Officer shall inform the ASMI-Employee in writing of the withdrawal.
• 4.2 Managing directors and supervisory directors of legal entities or companies that have been designated as a Group Company by the Management Board, to the extent that they are not covered by paragraph 3.1, will in any case be designated as Designated Persons.
• 4.3 The prohibitions of paragraphs 3.2, 3.3 and 3.5 shall apply to Designated Persons for the duration of that designation.

Article 5. Obligations to notify

• 5.1 The notifications referred to in this Article 5 shall be made by using the reporting form attached as Appendix I to these Rules (or any other form prescribed by the Compliance Officer). In making the notifications, the questions contained in the forms must be answered in a complete and truthful manner.

Statutory obligations of Members of the Management and Supervisory Board to notify the AFM and the Compliance Officer

• 5.2 The Compliance Officer shall notify the Members of the Management and Supervisory Board in writing of the limited liability companies that are regarded as Affiliated Companies for the purposes of these Rules. This notification shall be effected immediately after these Rules take effect and shall subsequently take place on any change in the Affiliated Companies.
• 5.3 In accordance with the provisions of section 5:48 subsection 3 of the Act on Financial Supervision, Members of the Management and Supervisory Board must within two weeks of their designation or appointment notify the AFM of the number of ASMI Financial Instruments and Affiliated Financial Instruments at their disposal and the number of votes they can cast on the issued capital of the Company and the issued capital of Affiliated Companies.
• 5.4 In accordance with the provisions of section 5:48 subsection 5 of the Act on Financial Supervision, Members of the Management and Supervisory Board must without delay after a company has become an Affiliated Company notify the AFM of the number of Affiliated Financial Instruments at their disposal and the number of votes they can cast on the issued capital of the Affiliated Company.
• 5.5 In accordance with the provisions of section 5:48 subsections 6 and 7 of the Act on Financial Supervision, Members of the Management and Supervisory Board must notify the AFM without delay of any change in the number of ASMI Financial Instruments and Affiliated Financial Instruments at their disposal, and of any change in the number of votes that they can cast on the issued capital of the Company and Affiliated Companies.
• 5.6 The obligation as referred to in section 5:60 subsection 1 of the Act on Financial Supervision, i.e. the notification by a Member of the Management Board or the Supervisory Board of Transactions in ASMI Financial Instruments, shall be met if pursuant to paragraph 5.5 the AFM has been notified without delay of a change in the number of ASMI Financial Instruments and Affiliated Financial Instruments which are at the disposal of a Member of the Management Board or the Supervisory Board.
• 5.7 A Member of the Management Board or the Supervisory Board may request the Compliance Officer to comply on his or her behalf with the statutory obligation to notify the AFM, as referred to in paragraphs 5.3, 5.4 and 5.5. The Members of the Management and Supervisory Board must make this request and supply the necessary information to the Compliance Officer without delay.

Obligation of ASMI-Executives, Closely Affiliated Persons and Designated Persons to notify the Compliance Officer of Executed Transactions in ASMI Financial Instruments

• 5.8 ASMI-Executives, Closely Affiliated Persons and Designated Persons must inform the Compliance Officer in writing of any Transaction in ASMI Financial Instruments within five working days of its Execution. This shall not apply to Transactions as referred to in paragraph 2.5.

Statutory obligation of ASMI-Executives and Closely Affiliated Persons to notify the AFM

• 5.9 Pursuant to the provisions of section 5:60 of the Act on Financial Supervision, read in conjunction with section 5 (and further) of the Market Abuse Regulation, ASMI-Executives and Closely Affiliated Persons shall be obliged to notify the AFM of Transactions in ASMI Financial Instruments Executed by them.
• 5.10 ASMI-Executives and Closely Affiliated Persons must effect this notification no later than on the fifth business day after the day on which the Transaction to be notified has been Executed.
• 5.11 ASMI-Executives and Closely Affiliated Persons may request the Compliance Officer in writing to make the relevant notification on their behalf. This request can only be made simultaneously with the notification referred to in paragraph 5.8.
• 5.12 To the extent it is aware thereof, the Company shall inform ASMI-Executives, Closely Affiliated Persons and Designated Persons that they are subject to notification obligations, but failure to so notify shall not excuse compliance with these Rules.
• 5.13 Members of the Management Board, Members of the Supervisory Board and ASMI-Executives must inform the Persons Closely Affiliated with them of the obligations set out in paragraphs 5.8 and 5.9.
• 5.14 ASMI-Executives and Closely Affiliated Persons must make the notification to the AFM themselves, unless they have, no later than on the occasion of the notification to the Compliance Officer as mentioned in paragraph 5.8, requested the Compliance Officer in writing to do so on their behalf. Said request must be made by completing and signing the form attached as Appendix I to these Rules (or any other form prescribed by the Compliance Officer) and sending it to the Compliance Officer.

Article 6. Compliance Officer

• 6.1 The Management Board of the Company shall appoint a Compliance Officer and may dismiss him at any time.
• 6.2 The Management Board shall announce the identity of the Compliance Officer and where he can be reached.
• 6.3 The Compliance Officer has the duties and powers conferred on him by these rules. The Management Board may confer additional duties and powers on the Compliance Officer.
• 6.4 The Compliance Officer may in consultation with the Management Board designate one or more deputies who may be established in other countries and who may, for the benefit of the ASMIEmployees in those countries, exercise such duties and powers as the Compliance Officer shall determine in consultation with the Management Board. The Compliance Officer may in consultation with the Management Board designate persons to replace him or her during his or her absence.
• 6.5 The Compliance Officer shall report annually to the Chairman of the Management Board of the Company and the Chairman of the Supervisory Board of the Company.
• 6.6 The Compliance Officer shall ensure, in consultation with the Management Board, the determination and announcement in good time of the Closed Periods.
• 6.7 The Compliance Officer shall keep a register of ASMI-Employees who may possess Inside Information on a regular or incidental basis. The Compliance Officer shall inform these persons about the prohibitions mentioned in these rules, as well as about the legal prohibitions and sanctions imposed on non-compliance.

Article 7. Register

• 7.1 The Compliance Officer shall keep a register containing the following information:
  • the names of all ASMI-Employees (including Members of the Management Board and the Supervisory Board) who may possess Inside Information on a regular or incidental basis;
  • the reason for including the persons referred to under a in the register;
  • the date on which the register was last updated;
  • the circumstance that and the moment from which a person as referred to under a no longer has access to Inside Information;
  • all notifications as referred to in paragraphs 5.3, 5.4 and 5.5;
  • all notifications as referred to in paragraph 5.8;
  • all designations of Designated Persons;
  • all withdrawals of designations of Designated Persons;
  • all decisions to apply paragraph 3.3;
  • all requests for dispensation and all dispensations granted as referred to in paragraph 3.4;
  • all requests as referred to in paragraphs 5.7 and 5.11;
  • all requests as referred to in paragraph 5.14;
  • copies of the authorisations referred to in paragraph 8.2;
  • copies of management agreements received by him pursuant to the provisions of paragraphs 3.5 and 8.4.
• 7.2 The Compliance Officer shall immediately adjust the register whenever the reason for listing a person in the register changes, a person should need to be added to the register, or an employee included in the register no longer has access to Inside Information.
• 7.3 The Compliance Officer shall keep the version of the register, preceding the latest mutation, for a period of at least five years. The Compliance Officer may remove data older than five years from the register.
• 7.4 Personal data from the register may be provided to the AFM, in the event this is necessary for the fulfilment of a statutory obligation or if a weighty interest of the Company requires this.
• 7.5 Any employee with regard to whom the register contains personal data shall have the right to inspect this data.
• 7.6 Any employee with regard to whom the register contains personal data shall have the right to inspect personal data in the register relating to him and to request the Company to correct, add to, remove or block such data, if this data is factually incorrect or, given the purpose of inclusion in the register, is irrelevant. Such request shall be directed to the Compliance Officer. The Compliance Officer shall inform the employee in question of his decision within four weeks of receiving the request. A decision to decline the request shall set out the reasons for the decision. In the event the request is granted, the Compliance Officer shall as soon as possible arrange for the relevant correction, addition, removal or blocking of the personal data. The Compliance Officer shall as soon as possible notify the AFM of a correction, addition, removal or blocking of personal data insofar as this data has already been provided to the AFM.
• 7.7 As soon as a member of the Management or Supervisory Board ceases to hold office, the Compliance Officer will notify the AFM of this without delay.
• 7.8 The Chairmen of the Management Board and the Supervisory Board of the Company may inspect the register at any time.

Article 8. Independent managers

Members of the Management and Supervisory Board

• 8.1 The prohibitions contained in these rules shall not apply if and to the extent that a Transaction in ASMI Financial Instruments and Other Financial Instruments is Executed for the account of a member of the Management or Supervisory Board by an independent manager who has been given written authorization by the relevant member and Executes the Transaction concerned without any instruction from or consultation with his principal, provided such an authorization and execution comply with the requirements of Rule 10b5-1(c) under the US Exchange Act.
• 8.2 The member of the Management or Supervisory Board shall, even if a Transaction is Executed by an independent manager in accordance with the preceding paragraph, continue to be under an obligation to make the notifications that he or she must make pursuant to paragraphs 5.3, 5.4 and 5.5. The member of the Management or Supervisory Board may authorise the independent manager to make the notifications referred to in paragraphs 5.3, 5.4 and 5.5 on his or her behalf. The member of the Management or Supervisory Board shall send a copy of the authorization to the Compliance Officer. The authorisation shall not affect the (continued) responsibility of the member of the Management or Supervisory Board for the notification being accurate and made on time.

Other persons

• 8.3 The prohibitions contained in these rules as well as the obligations to notify referred to in these rules shall not apply if and to the extent that a Transaction in ASMI Financial Instruments is Executed for the account of an ASMI-Employee, with the exception of Members of the Management and Supervisory Board, by an independent manager who has been authorise in writing by the relevant ASMI-Employee and Executes the Transaction concerned without any instruction from or consultation with his principal, provided that the authorization and execution comply with the requirements of Rule 10b5-1(c) under the US Exchange Act.

Management Agreement

• 8.4 Every ASMI-Employee must provide the Compliance Officer with a copy of the management agreement and inform the Compliance Officer in writing of any change to that management agreement.
• 8.5 The Compliance Officer may send a copy of the management agreement to the AFM on behalf of the person concerned.

Article 9. Sanctions

• 9.1 In case of violation of one or more provisions of these rules, the Company or, as the case may be, the employer reserves the right to impose any sanctions which it is entitled to impose pursuant to the law and/or the (employment) agreement with the party concerned. Such sanctions include termination of the (employment) agreement with the party involved, whether or not by way of summary dismissal.

Article 10. Other provisions

1. 10.1 These Rules shall take effect on 1 January 2007 and shall replace the previous version of the “Rules concerning Insider Trading”.
2. 10.2 These rules shall apply to all ASMI-Employees unless these rules provide otherwise.
3. 10.3 The provisions of these rules shall apply to ASMI-Employees irrespective of the capacity in which they Execute a Transaction and shall therefore also apply if the person concerned Executes a Transaction for the account of another person or as representative of another person.
4. 10.4 The provisions of these rules can be amended and supplemented by a resolution of the Management Board of the Company. Amendments and supplements shall enter into force upon their announcement, unless the announcement specifies a later date.
5. 10.5 The latest version of the document will always be available on the company’s Internet site (www.asm.com) and will prevail above any other version of this document.
6. 10.6 The Management Board shall have the power to take decisions in those cases that are not covered by these rules.
7. 10.7 Any exception to this policy must be approved by the Supervisory Board and disclosed in a Form 6-K, to be filed within five days, under Nasdaq Marketplace Rule 4350(n).
8. 10.8 These rules are governed by Dutch law.

We aim to conduct our operations in accordance with internationally accepted principles of good governance. The Company fully endorses the importance of a transparent and equal provision of information to its shareholders and other parties. In accordance with principle 4.2, the Company therefore makes every effort to provide such parties equally and simultaneously with (price sensitive) information, taking into account the relevant exceptions provided by applicable laws.

We communicate with all our shareholders, investors and analysts through the Annual General Meetings of shareholders, conference calls, roadshows and broker conferences. ASMI conducts a conference call which is open to analysts and investors after each quarterly and annual results announcement. All investors and analysts are given the opportunity to follow the quarterly conference calls by telephone or webcast. Presentations given during these meetings – if any – will be posted on the corporate website.

As a principle contacts with (prospective) shareholders primarily occur during (general) meetings of shareholders and regular investor road shows. The Company may deviate from this principle in situations where the Management Board is of the opinion that this is in the best interest of the Company.

Any contacts with investors and analysts are, in principle, conducted by the members of the Management Board, the Investor Relations department, or other ASMI personnel specifically mandated by the Management Board. ASMI reserves the right to determine at its sole discretion whether it will enter into a bilateral dialogue with a shareholder.

ASMI’s contacts with investors and analysts will at all times be conducted in compliance with applicable rules and regulations.

Analysts’ reports are not assessed, commented upon or corrected, other than factually, by the company.

This policy may be amended at any time by the Management Board with the prior approval of the Supervisory Board.​​

Employees and representatives of the Company must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. Unlawful activity of any kind is prohibited.

REPORTING RESPONSIBILITY

It is the responsibility of all members of the Supervisory Board and Management Board and employees to comply with the Company's Code of Ethics and related policies and to report violations or suspected violations thereof in accordance with this Whistleblower Policy.

CONDUCT COVERED BY THE WHISTLEBLOWER POLICY

This Whistleblower Policy covers any good faith complaint or concern with respect to the Company, of any Company employee or any other person (such as a Company supplier, customer, shareholder or other stakeholder), in connection with:

1. questionable accounting, internal accounting controls, or auditing matters;
2. a potential violation of the Code of Ethics and related policies;
3. a potential violation of any law or regulation;
4. a potential criminal offense;
5. a potential provision of incorrect information to public bodies or authorities;
6. fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company or in the recording and maintaining of financial records of the Company;
7. misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports;
8. deviation from full and fair reporting of the Company’s financial condition;
9. a potential suppression, destruction or manipulation of information regarding any of the foregoing circumstances; or
10. any other irregularities of a general, operational or financial nature.

PROCEDURE

1. Employees shall have the option to report any complaints or concerns regarding any matter covered by this Whistleblower Policy internally, on a confidential and, if the employee chooses, anonymous basis, to:
   1. their direct Supervisor/Manager;
   2. the local Manager of the Human Resources Department;
   3. the Company's Compliance Officer;
   4. the Chairman of the Supervisory Board; or
   5. in respect of any complaints regarding questionable accounting or auditingmatters, to the Chairman of the Audit Committee.
2. Other persons who wish to report a complaint or concern may contact the Company’s Compliance Officer, the Chairman of the Supervisory Board or the Chairman of the Audit Committee.
3. The contact details of the Compliance Officer, the Chairman of the Supervisory Board and the Chairman of the Audit Committee are below:

   Compliance officer

   Hans Zweers, Director Accounting and External Reporting
   hans.zweers@asm.com, T +31 88 100 8404

   Chairman of the Supervisory Board

   Jan C. Lobbezoo

   Chairman of the Audit Committee

   Heinrich W. Kreutzer
   chairmanac@asm.com

   ASM International N.V., Versterkerstraat 8, 1322 AP Almere, The Netherlands

4. The initial recipient of the complaint or concern, shall, upon receipt thereof, prepare a report containing a description of such complaint or concern and if the reporting person is an employee shall provide the employee with a copy of such report, where appropriate, unless the complaint was made anonymously.
5. In the event of a report from an employee or any other person regarding a material irregularity of a financial nature, material violation of financial reporting standards, or violation of the Sarbanes Oxley Act of 2002, the report shall be promptly forwarded to the Chairman of the Audit Committee.
6. If the initial recipient is not the Compliance Officer and the complaint or concern does not involve the Compliance Officer, the initial recipient shall ensure that the Compliance Officer is informed immediately of such complaint or concern and receives a copy of the report. If the complaint or concern involves the Compliance Officer, the report prepared by the initial recipient shall be forwarded directly to the Chairman of the Supervisory Board for investigation.
7. After receiving the report of the employee’s or other person’s complaint or concern an investigation will be initiated by either:
   • the employee’s manager or manager of the Human Resource Department in consultation with the Compliance Officer;
   • the Compliance Officer; or
   • the Chairman of the Supervisory Board or the Chairman of the Audit Committee.
8. The name of the employee, if provided, shall not be disclosed to any other person by the initial recipient of the information contained in the report, unless the employee gives prior consent. In addition, any information provided by the employee in connection with a complaint or concern covered by this Whistleblower Policy shall be handled on a strictly confidential basis and in such a manner as to safeguard the employee’s anonymity. An employee who reports a complaint shall avoid any form of external or internal publicity concerning the complaint, unless required to do so by law.
9. Within six weeks from the date of the report, the reporting person shall, when possible, be informed, in writing, by the Compliance Officer (or his designee), or, if appropriate, the Chairman of the Supervisory Board, of his position on the complaint or concern and the action taken. If no position can be given within six weeks, the reporting person shall be given an indication as to when he or she will be informed of the Compliance Officer’s or the Chairman’s position.

RETENTION OF DOCUMENTS

All written complaints and concerns submitted by an employee or other person regarding an alleged violation of the Code of Ethics or any matter covered by this Whistleblower Policy, along with any investigational materials and other documentation relating thereto, shall be retained by the Company for a minimum of seven years.

NO RETALIATION

No member of the Supervisory Board and Management Board, or employee who in good faith reports a violation of the Code of Ethics or reports a complaint or concern involving matters covered by this Whistleblower Policy shall suffer harassment, retaliation or adverse employment consequence as a result of such report. An employee that retaliates against someone who has reported a violation, complaint or concern in good faith is subject to discipline up to and including termination of employment. This Whistleblower Policy is intended to encourage and enable employees and others to raise concerns within the Company and to better enable the Company to promote compliance with the Code of Ethics and related policies. In the event an employee files a complaint which such employee knows or reasonably should know to be false, such employee will be subject to disciplinary action such as termination of employment and such employee may be held liable for damages incurred by the Company.

STATUS

This policy has been approved by the Supervisory Board and can be amended at any time by the Supervisory Board. The latest version of the document will always be available here on our website and will prevail over any other version of this document.

You can do so directly by sending an email to complianceofficer@asm.com. You may also use the SpeakUp Service by either calling a local telephone number or sending a message via the internet from any computer (even from home). Click on the name of the country in which you are located to go to the webservice. Anonymity is guaranteed.

 

Country	Free phone number*	Access code*
Belgium	0800-71365	10481
China North	108007440179	90401
China South	108004400179	90401
Finland	08001-13031	75471
France	0800-908810	41963
Germany	0800-1801733	91488
Ireland	1800-552136	47244
Israel	1809444260	27177
Italy	800-787639	00383
Japan	0120 774878	51438
Korea (South)	007984424261	41716
Malaysia	1-800-88-4307	70346
Netherlands	0800 0222931	66693
Singapore	1800-8232206	85825
Taiwan	00801444317	93846
United Kingdom	0800-1693502	54116
USA	1-866-2506706	69376​​​​​​​