Press Releases27 Apr 2018
CORRECTION: BE Semiconductor Industries N.V. Announces Approval of Agenda Items at its 2018 Annual General Meeting of Shareholders
BE Semiconductor Industries N.V. (the "Company" or "Besi") (Euronext Amsterdam: BESI; OTC: BESIY, Nasdaq International Designation), a leading manufacturer of assembly equipment for the semiconductor industry, today announced the approval of all agenda items at its Annual General Meeting of Shareholders held today ("AGM"). Key highlights included the approval of the dividend for the 2017 financial year, a two-for-one stock split of Besi's ordinary shares and the appointment of two new members to its Supervisory Board.
The dividend for the 2017 financial year was fixed at € 4.64 per ordinary share at the AGM. Such dividend will be paid out wholly in cash and payments will start as of May 4, 2018. The following time table will be applicable with respect to the dividend payment:
- April 30, 2018: Ex-dividend quotation
- May 2, 2018: Record date for dividend eligibility (after market close)
- Starting May 4, 2018 Payment of cash dividend
Holders of ordinary shares will receive the dividend through their bank or broker in whose custody the shares are held as of the close of business on May 2, 2018 (record date). The dividend will be made payable to them through ABN AMRO Bank N.V.
Two-for-one Stock Split
Shareholders at the AGM also approved a proposal whereby each Besi ordinary share will be split into two ordinary shares with a simultaneous increase in the number of total ordinary shares authorized from 160 million to 320 million. Shareholders of record at the close of business on May 7, 2018 will be eligible for the stock split. It is also anticipated that following the execution of the deeds of amendment of the articles (implementing the technical steps) trading will begin on a split-adjusted basis on May 4, 2018.
As a result of the approval of the dividend for the 2017 financial year and the two-for-one stock split, certain downward adjustments will be made to the exercise prices of Besi's 2016 and 2017 Convertible Notes outstanding as per the terms and conditions related thereto. Such changes will be directly communicated to Convertible Note holders.
Changes in the Composition of Besi's Supervisory Board Members
At the AGM, shareholders approved changes to the composition of Besi's Supervisory Board including the resignation upon term expiration of Mr Jan Vaandrager and the appointment of two new Supervisory Board members, each of whom will serve for terms ending in 2022.
Mr Vaandrager, a Besi Supervisory Board member since 2009, resigned his position as Supervisory Board member upon expiration of his current term today. As such, the AGM approved the appointment of Mr Niek Hoek to replace Mr Vaandrager for a four-year term expiring in 2022. Mr Hoek (1956) is an experienced financial and general manager who founded and is currently the director of Brandaris Capital, a private equity and asset management firm. He is also an executive director of recently listed Dutch Star Companies One N.V. Prior thereto, Mr Hoek served as Chief Executive Officer and was a member of the executive board of Delta Lloyd N.V., an (at the time publicly listed) insurance and financial services firm. Mr Hoek also served in various senior finance and general management roles at Shell.
Mr Hoek has a long history of Supervisory Board memberships at various public, private and non-profit companies in the Netherlands. At present, Mr Hoek serves as Chairman of the Supervisory Boards of Arcadis N.V. and of Van Oord N.V. and is a member of the Supervisory Board of Anthony Veder N.V. (Netherlands Antilles). Furthermore, he chairs the board of Stichting Preferente Aandelen Nedap. Mr Hoek is considered independent for the purposes of the Dutch Corporate Governance Code.
In addition, the AGM approved the appointment of Mr Carlo Bozotti as a Supervisory Board member effective July 1, 2018 for a four-year term, with a view to future succession planning for current Supervisory Board members. As a result, the Besi Supervisory Board will temporarily expand to a total of six members.
Mr Bozotti (1952) is an experienced international executive in the semiconductor industry. He is currently President and Chief Executive Officer and sole member of the managing board of STMicroelectronics N.V. ("ST") and will retire from such positions at ST's 2018 AGM. He has held these positions since March 2005.
Mr Bozotti joined SGS-ATES (later renamed SGS Microelettronica), a predecessor company to ST, in 1977. SGS Microelettronica of Italy merged with Thomson Semiconducteurs of France ten years later to form a new European champion, which is known today as ST and is among the leading semiconductor companies worldwide. Mr Bozotti first became General Manager of ST's Telecom Products Division and subsequently was promoted to Director of Corporate Strategic Marketing and Key Accounts. Thereafter, he was promoted to Corporate Vice President Marketing and Sales, Americas and, in 1994, was appointed Corporate Vice President for Europe and the Headquarters Regions overseeing ST's sales in Europe and key customers and strategic marketing worldwide. From 1998 to 2005, Mr Bozotti served as Corporate Vice President and General Manager of ST's Memory Products Group.
In addition, Mr Bozotti is a member of The European Round Table of Industrialists and has served on the board of directors of Aricent Inc. since August 2017. Mr Bozotti is considered independent for the purposes of the Dutch Corporate Governance Code.
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