1. Opening. 2. Consideration of the Annual Report 2015, including the annual accounts 2015 and the corporate governance chapter (discussion)

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1 Agenda for the Annual General Meeting of Shareholders ( AGM ) of BE Semiconductor Industries N.V. ( Besi or the Company ) to be held on Friday April 29, 2016 at a.m. at the offices of the Company, Ratio 6, 6921 RW Duiven, the Netherlands. 1. Opening 2. Consideration of the Annual Report 2015, including the annual accounts 2015 and the corporate governance chapter (discussion) 3. Remuneration a. Explanation of the application of the Remuneration Policy in 2015 (discussion) b. Prolongation and extension of the Remuneration Policy (voting) 4. Adoption of the annual accounts 2015 (voting) 5. Dividend a. Reservation and dividend policy (discussion) b. Declaration of dividend (voting) 6. Discharge a. Discharge of the member of the Board of Management for his responsibilities (voting) b. Discharge of the Supervisory Directors for their responsibilities (voting) 7. Re-appointment of Supervisory Directors a. Re-appointment of Mr. Tom de Waard as Supervisory Director (voting) b. Re-appointment of Ms. Mona ElNaggar as Supervisory Director (voting) 8. Capital reduction and reduction of the nominal value per share a. Proposal for capital reduction (voting) b. Proposal to reduce the nominal value per share and to amend the articles of association (voting) 9. Authorization of the Board of Management to (i) issue ordinary shares and grant rights to subscribe for ordinary shares and (ii) exclude or restrict pre-emptive rights in relation to ordinary shares (voting) 10. Authorization of the Board of Management to acquire shares in the Company s share capital (voting) 11. Any other business 12. Closing

2 Explanatory notes to the agenda for the AGM of Besi to be held on April 29, Agenda item 2 Consideration of the Annual Report 2015, including the annual accounts 2015 and the corporate governance chapter The Board of Management will discuss the Annual Report The Annual Report 2015, including the annual accounts 2015, is available for inspection at the offices of the Company, Ratio 6, 6921 RW Duiven, the Netherlands, tel. (+31) , info@besi.com and at the offices of ABN AMRO Bank N.V., Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands, tel. (+31) , corporate.broking@nl.abnamro.com, and will be distributed free of charge to the Company's shareholders and others who are entitled to attend the AGM upon request. This information is also available on the Company's website: In accordance with the Dutch Corporate Governance Code, the contents of the corporate governance chapter in the Annual Report 2015, including the Company s compliance with the Dutch Corporate Governance Code, are tabled for discussion. Agenda item 3 Remuneration a. Explanation of the application of the Remuneration Policy in 2015 An explanation will be provided on, amongst other things, how the Remuneration Policy has been applied in b. Prolongation and extension of the Remuneration Policy It is proposed to prolong the Remuneration Policy, of which the revised version was approved at the AGM held on April 30, 2015, for an additional period of three years from the beginning of 2017 to the end of Furthermore, it is proposed to include three additions to the Remuneration Policy. The reasoning behind this proposal is set out in the Annex to these explanatory notes. The proposed Remuneration Policy is available on the Company s website: Agenda item 4 Adoption of the annual accounts 2015 Deloitte Accountants B.V. has issued an unqualified auditors opinion on the annual accounts 2015 as included in the Annual Report The Supervisory Board and the Board of Management recommend that the General Meeting of Shareholders adopts the annual accounts Agenda item 5 Dividend a. Reservation and dividend policy In accordance with the Dutch Corporate Governance Code, the Board of Management will explain the Company s reservation and dividend policy. Besi s dividend policy is such that the Board of Management will consider the payment of dividends on an annual basis based upon (i) a review of its annual and prospective financial performance and liquidity and financing needs, the prevailing market outlook, Besi s strategy, market position and acquisition strategy, and/or (ii) a dividend payout ratio in the range of 40 80% relative to net income to be adjusted if the factors referred to under (i) so require. 2

3 b. Declaration of dividend In view of the Company s earnings and cash flow generation in the financial year 2015, and Besi s net cash position and business prospects, it is proposed to distribute an amount equal to 94% of the Company s net profits as a dividend. The Board of Management proposes, with the approval of the Supervisory Board, the distribution of a cash dividend of 1.20 per share, of which 0.20 per share represents a special dividend. The remainder of the net profits shall be allocated to the retained earnings reserve of the Company. Payment of the dividend will take place from May 17, In case the above dividend proposal is adopted, the shares will be traded ex-dividend per May 3, 2016, and May 4, 2016 will be designated as the dividend record date. Agenda item 6 Discharge a. Discharge of the member of the Board of Management for his responsibilities It is proposed to grant discharge to the member of the Board of Management for the performance of his management activities during This discharge only covers matters that are apparent from the Annual Report 2015 and matters about which information is provided to the General Meeting of Shareholders. b. Discharge of the Supervisory Directors for their responsibilities It is proposed to grant discharge to each of the Supervisory Directors for the performance of his/her supervision activities during This discharge only covers matters that are apparent from the Annual Report 2015 and matters about which information is provided to the General Meeting of Shareholders. Agenda item 7 Re-appointment of Supervisory Directors a. Re-appointment of Mr. Tom de Waard as Supervisory Director The Supervisory Board proposes to re-appoint Mr. Tom de Waard as a Supervisory Director for a four year term. Mr. De Waard (1946) was first appointed as a Supervisory Director in 2000 and has served on the Supervisory Board for 16 years of which nine years as a member and seven years as chairman. Pursuant to best practice provision III.3.5 of the Dutch Corporate Governance Code (the Code ), a member of the supervisory board may only serve for a maximum of 12 years. However, the Code includes best practice provisions in respect of which deviations are permissible on the basis of the apply or explain principle. The Company and the Supervisory Board are of the opinion that in the case of the proposal to re-appoint Mr. De Waard for a new term, a deviation from the Code is justified because it is in the best interest of the Company. Since 2009, Mr. De Waard has established as chairman a well balanced and highly functioning Supervisory Board. Furthermore, Mr. De Waard has extensive experience as a Supervisory Director and therefore understands Besi s industry and the Company, and, as a well-known legal professional, he provides legal expert knowledge of specific Dutch and international corporate governance codes to the Company. Currently, Mr. De Waard is a lawyer, arbitrator and mediator at DeWaardSinke Advocaten B.V. and also serves as chairman of the board of Stichting Administratiekantoor van aandelen Telegraaf Media Groep N.V. Previously, Mr. De Waard was, amongst others, a partner at Clifford Chance LLP and Stibbe N.V., dean of the Dutch Bar Association and a member of the supervisory boards of STMicroelectronics N.V. and N.V. Nuon Energy. The Supervisory Board has the intention to re-elect Mr. De Waard as chairman. Mr. De Waard owns 24,610 shares in the Company s share capital. 3

4 b. Re-appointment of Ms. Mona ElNaggar as Supervisory Director The Supervisory Board proposes to re-appoint Ms. Mona ElNaggar as a Supervisory Director for a four year term. Ms. Mona ElNaggar (1967) has extensive experience in the semiconductor industry as a Supervisory Director of the Company and in the area of international finance, with particular expertise in asset management, technology investment banking, international mergers and acquisitions and securitized products. Currently, Ms. ElNaggar also acts as managing director of The Investment Fund for Foundations (TIFF), a fund-of-funds manager working exclusively with US charities, endowments and foundations. Previously, Ms. ElNaggar founded and ran a private importer of Middle Eastern jewelry and was an executive director at the investment banking division of Morgan Stanley, where she worked in technology corporate finance, mergers and acquisitions and securitized products. As a technology banker, Ms. ElNaggar s expertise was in advising semiconductor and semiconductor capital equipment clients. Ms. ElNaggar, a UK and US citizen, holds a B.A. in Economics from the University of Chicago and an MBA from Stanford University Graduate School of Business. Ms. ElNaggar does not own any shares in the Company s share capital. The information required to be submitted under Section 2:142 (3) of the Dutch Civil Code with respect to the nominees will be available for inspection at the offices of the Company, Ratio 6, 6921 RW Duiven, the Netherlands, tel. (+31) , info@besi.com and at the offices of ABN AMRO Bank N.V., Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands, tel. (+31) , corporate.broking@nl.abnamro.com, and will be distributed free of charge to the Company's shareholders and others who are entitled to attend the AGM upon request. This information will also be available at the Company's website: Agenda item 8 Capital reduction and reduction of the nominal value per share a. Proposal for capital reduction The Board of Management proposes, with the approval of the Supervisory Board, to reduce the nominal value per ordinary share from 0.90 to 0.01 in order to increase the share premium reserve of the Company and as a result thereof to create more flexibility for the future. The capital becoming available shall be allocated to the share premium reserve of the Company. This agenda item shall be subject to agenda item 8.b. b. Proposal to reduce the nominal value per share and to amend the articles of association Provided that agenda item 8.a is adopted and for the same reasons as set out above, the Board of Management proposes, with the approval of the Supervisory Board, to reduce the nominal value per ordinary and preference share by 0.89 from 0.90 to The Company s articles of association need to be amended in relation thereto. The opportunity is taken to also implement a technical change in the articles of association. For the literal text of the proposed amendment of the articles of association, reference is made to the doublecolumn text of the articles that are to be changed, including explanatory notes thereto, which is available for inspection at the offices of the Company, Ratio 6, 6921 RW Duiven, the Netherlands, tel. (+31) , info@besi.com and at the offices of ABN AMRO Bank N.V., Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands, tel. (+31) , corporate.broking@nl.abnamro.com, and will be distributed free of charge to the Company's shareholders and others who are entitled to attend the AGM upon request. This information is also available on the Company's website: 4

5 The proposal includes a proxy to the member of the Board of Management and each (candidate) civil law notary officiating with Freshfields Bruckhaus Deringer LLP to execute the deed of amendment of the articles of association. Agenda item 9 Authorization of the Board of Management to (i) issue ordinary shares and grant rights to subscribe for ordinary shares and (ii) exclude or restrict pre-emptive rights in relation to ordinary shares It is proposed to extend the authorization of the Board of Management granted until May 14, 2017 enabling the Board of Management, subject to the approval from the Supervisory Board, to resolve on: (i) the issuance of ordinary shares and the granting of rights to subscribe for ordinary shares for a maximum of 10% of the Company s issued share capital at the time of the AGM, and (ii) the exclusion or restriction of the pre-emptive rights in relation to ordinary shares also in accordance with the maximum as described above. It is proposed that this authorization be extended for one year until May 14, The purpose of this proposal is to allow the Board of Management to finance the Company as efficiently as possible. Agenda item 10 Authorization of the Board of Management to acquire shares in the Company s share capital It is proposed to renew the authorization of the Board of Management to acquire, other than for no consideration, shares in the Company s share capital up to a maximum number of shares representing 10% of the issued share capital at the time of such acquisition and otherwise within the limits set out in Dutch law and the articles of association in effect at that time. Such acquisition may be effected by any agreement, including private transactions and transactions effected through a stock exchange. The price shall range between the amount equal to the nominal value of the shares and the amount equal to 110% of the share price. The share price shall be understood to mean the average of the highest quoted price for each share during the five trading days prior to the date of acquisition as published in the Daily Official List of Euronext Amsterdam. This authorization shall be valid for a period of 18 months, starting from April 29, The authorization, among other things, enables the Board of Management to execute share repurchase programs in an efficient manner, including for capital reduction purposes. 5

6 Annex It is proposed to prolong the Remuneration Policy as approved at the AGM held on April 30, 2015 and to include three additions to the Remuneration Policy. The Remuneration Policy has been reviewed, analyzed and evaluated by the Remuneration and Nomination Committee during its meetings in 2015 and early The Remuneration and Nomination Committee engaged PricewaterhouseCoopers (PwC) as independent professional advisor in connection therewith. Based on the outcomes of this review, the Remuneration and Nomination Committee recommended to the Supervisory Board the prolongation of the Remuneration Policy and to include three additions. The Supervisory Board has adopted these recommendations. Prolongation and extension of the Remuneration Policy for an additional period of three years The current Remuneration Policy, of which the revised version was approved at the AGM held on April 30, 2015, will expire by the end of Central in the evaluation as conducted during 2015 was the effectiveness of the Remuneration Policy in respect of the three goals the Supervisory Board seeks to achieve: To attract, motivate and retain executives who are capable of leading the Company to achieve its business objectives. To reward members of the Board of Management for the achievement of specified business objectives as a whole or the individual executive s particular business unit. By linking remuneration to specific goals, the Supervisory Board believes that it creates a performance-oriented environment for the Company s executives. To provide members of the Board of Management with an equity interest in the Company so as to link a portion of executive remuneration with the long-term performance of Besi s ordinary shares and to align their interests with those of the shareholders. Based on the outcomes of the evaluation, the Remuneration and Nomination Committee is of the opinion that the current Remuneration Policy sufficiently ensures the achievement of the abovementioned goals. Furthermore, in evaluating the Remuneration Policy, external market developments have been taken into account, as well as the principles and best practice provisions of the Dutch Corporate Governance Code. In addition to these analyses, the Remuneration and Nomination Committee proposed to prolong the current Remuneration Policy for an additional period of three years from the beginning of 2017 to the end of 2019 and to include the following three elements to the Remuneration Policy: 1. Include a performance adjustment in respect of the vesting of Long-Term Incentive Performance Shares As from 2014, the Long-Term Incentive (annual conditional award of Performance Shares) is subject to continued employment and based on two pre-determined performance conditions: (i) Net Income as a percentage of Revenue over three calendar years and (ii) Total Shareholder Return performance over a three year period relative to a comparator group. For at target performance, 100% of the Performance Shares will vest. In case of stretched performance, 150% of the awarded Performance Shares will vest. The proposed addition to the Remuneration Policy concerns the possibility to apply a performance adjustment in respect of the vesting of the Long-Term Incentive Performance Shares. The performance adjustment enables the Supervisory Board, at its absolute discretion, to adjust the number of Performance Shares that will vest after the three year performance period either upwards or downwards with a maximum of 20%. The performance adjustment may be applied by the Supervisory Board to 6

7 reflect the overall performance achieved and market developments, and further aligns the interests of members of the Board of Management with those of the shareholders. 2. Authorize the Supervisory Board to award discretionary Performance Shares to the Board of Management The second proposed addition to the Remuneration Policy concerns the discretionary power for the Supervisory Board to award additional Performance Shares to members of the Board of Management. Under this proposed addition to the Remuneration Policy, the Supervisory Board may, at its own discretion and upon recommendation of the Remuneration and Nomination Committee, award additional Performance Shares to members of the Board of Management as a reward for extraordinary achievements or exceptional performance in a year, up to a total maximum of 60,000 shares per year which may be subject to additional terms and conditions as determined by the Supervisory Board. In case the Supervisory Board in any year decides to apply an upward performance adjustment in respect of the vesting of the Long-Term Incentive Performance Shares as referred to under 1. above, such additional Performance Shares that will vest upon this performance adjustment are included in the maximum of 60,000 additional Performance Shares that can be awarded to members of the Board of Management at the discretion of the Supervisory Board. 3. Authorize the Supervisory Board to award discretionary Performance Shares in case of special events The third proposed addition to the Remuneration Policy concerns the discretionary power for the Supervisory Board to award Performance Shares to members of the Board of Management and other employees following the completion of special events or transactions. Such one-off awards may be made in recognition of exceptional contributions to the Company in light of special events or transactions. The number of shares available for these special awards are included in the aggregate total number of Performance Shares available for awards to members of the Board of Management and other employees, and shall not exceed 1.5% of the total number of outstanding shares as at December 31 of the year prior to the year in which the Performance Shares are awarded, as included in the Remuneration Policy and approved by the shareholders. Therefore this 1.5% cap will be maintained and is not revised. 7