Minutes of the general meeting of shareholders held on Thursday 25 March 2010 at 10 am at 2 pm at Beurs van Berlage in Amsterdam, Netherlands

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Minutes of the general meeting of shareholders held on Thursday 25 March 2010 at 10 am at 2 pm at Beurs van Berlage in Amsterdam, Netherlands Number of pages: 6 1.

1 Minutes of the general meeting of shareholders held on Thursday 25 March 2010 at 10 am at 2 pm at Beurs van Berlage in Amsterdam, Netherlands Number of pages: 6 1. Opening Mr Koot opened the meeting and welcomed all present. He then introduced: Mr P. Steman, partner with Mazars, RoodMicrotec s auditor; Mr J. Galas, partner with Mazars, RoodMicrotec s auditor; Mr P. Nijenhuis, chief executive officer; Mr B. Hollenberg, chief financial officer and secretary to the meeting; Mr R. Pusch, vice-president and chief sales officer; Mr V. Tee, supervisory director; Mr J. Stolker, supervisory director. Valid resolutions may be passed on the items of business since they were published in compliance with statutory provisions in the Officiële Prijscourant and Het Financieele Dagblad of March 9, % of the issued shares was present or represented at the meeting. 2. Discussion of the annual report of the board of management and the annual accounts 2009, and business update Mr Nijenhuis gave a presentation on 2009 and the future of the company. The text of this presentation is appended as Annexe A Presentation of the board of management. Mr Pusch gave a technical presentation about failure analysis, which was part of Mr Nijenhuis presentation. Mr Jansen: Thank you for your clear presentation. I would like some more information about the profitability of the various segments. It is not clear to me where you are making money. Would you explain that? Mr Koot: We have business units rather than segments within RoodMicrotec. Mr Nijenhuis: You ask a very good question. The AFM also asks for information by segment so that the shareholders have a better understanding of the segment results. However, this is not possible for RoodMicrotec for the following reason. Sectors such as Failure Analysis, Qualification and Engineering have sales of between one and two point five million euros. These business units have direct costs, but we do not specify the indirect costs such as accounting, sales and other general expenses. That is why we do not present separate income statements for these business units. This would push up our overhead costs further. At present, we are unable to do this. RoodMicrotec is hampered by a lack of scale. We are different from other listed companies like for example Philips. Another question is how we can achieve more transparency. Compared to our competitors and other publicly listed companies, we are very transparent indeed in relation to the size of our company. Within the company we are thinking about how we may be even more transparent, but this process takes time. 1

2 Mr Jansen: So you will not give more information in the short term. Mr Nijenhuis: We are bound by reporting rules. We do not have means to disclose information without risks. The best we might do is to present key figures, but not an income statement per business unit. You should keep in mind that we have competitors in various areas. As soon as we publish our annual report, they check how we have done. We do not have the same advantage, so we will ensure that we don t put ourselves at a disadvantage. Mr Koot: Just to add, we are looking into ways in which we can cover these issues by providing key figures, so that we comply with the rules. Mr Jansen: I understand RoodMicrotec s predicament, but I hope the company can give us some information shortly. It is important for the shareholders to know the margins in the various business units. Mr Jansen: Referring to page 16 of the annual report, it appears that there will be growth in the business unit supply chain management, but that this growth will fall off again in Why is that? Mr Nijenhuis: You have read the annual report well. With respect to the outlook, this is not quite what we meant. In actual fact, the trend will be smoother; supply chain management will continue to grow, but the growth will level off somewhat in the future. Mr Jansen: My next question concerns the staff. In a number of passages in the annual report you describe that there have been tensions with the staff. Would you explain that? Mr Nijenhuis: Staff is a difficult area. We are up against German labour culture and a number of statutory limitations. Moving personnel is comparatively hard. At the back of the hall is Mr Tee, whose business is in Asia. When the market went down, people were fired there. I don t want to get into a debate about the merits of that situation, but the situation in Germany is very different and very much more difficult. No one likes to be made redundant and employees get very worried about it. The short-time working scheme we introduced in Germany was very useful, but it also had drawbacks. Namely that people thought that once they were part of such a scheme, their jobs were secure. In the semiconductor market, no one s job is secure. Just look at the results of Infineon and NXP last year. So things have certainly not been easy. It has taken a great deal of talking, but we will pull through. Mr Van Bilzen: Is the merger of Rood and Microtec complete, or are there still things to be finalised? Can you also tell us the ratio of direct vs. indirect personnel? Mr Nijenhuis: I can t answer your last question, because I don t have the information at hand. As to your first question, I can tell you that both companies have been fully merged. This means that there are managers for Failure Analyse, Qualification and Engineering at two sites. It has been finalised in organisational terms. We have one financial department. The accounting department is in Stuttgart, and HR has also been centralised. Everything to do with Qualification has been moved to Nördlingen, except mechanical qualification and optoelectronics. That is being done this month. Everything in the area of Failure Analysis will be moved to Stuttgart, except destructive analysis. That will be done over the next few months. In this way, we are trying to improve the critical mass and consequently our financial results. 2

3 Mr Verlijsdonk: Your presentation was very clear and the annual report is even better. My compliments to the board of management for the way you have led the company through the crisis. For several years now, you have spoken of better results in the second half of the year compared to the first. However, I would like you to tell us how this may bring about a better share price. I am surprised that there is still a daily trade. Would you explain that? Mr Nijenhuis: We have no insight into the trade in our share. We would like to have a bigger shareholder with a strategic interest in RoodMicrotec with whom we could consult on our strategy. Incidentally, we do occasionally talk to shareholders who are genuinely interested in our company. You mentioned the first half vs. the second half of the year. Experience tells us that RoodMicrotec performs better financially in the second half. I hope we can soon change that situation. If you look at the pro forma figures of 2008 and the figures of 2009, these show that we have the potential to get away from this and make substantial profits. We have made an acquisition to achieve that. The financial burden that has resulted from that acquisition is small beer compared to the profit potential that we have secured through it. You say: make good on your promise. We understand that position, and we agree with it. That is what we are trying to achieve. Mr Kok: My question regards RoodMicrotec s equity position. The annual report states that shareholders equity plus the convertible loan totals just below 4 million. But that convertible loan will be repaid. The bare shareholders equity, i.e. after deduction of goodwill and deferred tax assets, is about half a million euros. At this value of shareholders equity, the value per share is approx. 1 eurocent. Does RoodMicrotec have plans to strengthen its shareholders equity? Mr Nijenhuis: Generally speaking, we currently do not have any concrete plans to strengthen shareholders equity through a share issue. We aim to strengthen our equity position through the results we anticipate. We believe we will not need a share issue. Mr Hollenberg: Your interpretation of the equity position is different from what financial rules provide. The items that you deduct from the equity, such as deferred taxes, goodwill and perhaps still others, in fact qualify as value that is present in the company. The rules stipulate a valuation model, the indicators of which are tested annually. We believe that we can add them to our equity. And that leads to the equity position of 3.1 million as presented in the annual report. Mr Kok: But if you should make a loss this year, you can not keep the current value of the deferred taxes and the goodwill on the balance sheet. Mr Hollenberg: Drawing up scenarios is notoriously difficult. One must assume that the company will realise positive results at some point. You cannot have a business plan involving systematic losses. In that case you would have no right to continue trading, and the outside world would never accept it. So every year we prepare a long-term business plan based on reasonable assumptions with bandwidths, which we believe forms the basis of the valuation of deferred taxes and goodwill. Mr Kok: The first quarter is almost over. Have you made a profit? Mr Nijenhuis: We cannot give your information about the first quarter. Mr Jansen: Following on from the last question: almost all companies that have made major acquisitions have made write-downs on goodwill this year. I wonder how you have made these cash flow projections and what the bandwidths are exactly. Would you explain that? 3

4 Mr Hollenberg: The goodwill originated at the time we acquired Microtec. It was based on the purchase price allocation system. IFRS stipulates that all the assets present within Microtec must be valued based on relatively firm assumptions. Not just based on a business plan, but also based on what is physically present in the company. Mr Jansen: How does one prove that? Mr Hollenberg: Let s say you have a machine that is fully written off but that still generates turnover. Under IFRS, you can capitalise the value of the machine based on its present valuation. We have been relatively conservative with these valuations, as a result of which we do not have to make write-downs on goodwill now. Mr Jansen: So there is considerable hidden value in the machinery that has been taken over. Mr Hollenberg: I used the machines purely as an example. At the time of the acquisition we could have been far more aggressive in the valuation of the acquired assets. Mr Jansen: Do you also look at certain growth projections, or solely at the hidden value? Mr Hollenberg: At the time of acquisition, you look specifically at any balance sheet items you might revalue. In that context, you have to make reasonable assumptions, which you must be able to support with historical data or other information. One last point are the deferred taxes. The company currently has approx. 30 million in tax losses, 15 million in the Netherlands and 15 million in Germany. Of that 30 million, we have capitalised approx. 900,000. That is pretty conservative, in particular because the German losses may be carried forward indefinitely. Mr Jansen: So there is hidden value there, too. Mr Hollenberg: We have valued the deferred taxes conservatively. Mr Nijenhuis: This is one of the reasons why we must make a profit, because that may be of strategic importance in the long term. Mr Verlijsdonk: For a small company like RoodMicrotec the costs of a stock exchange listing are relatively high. How does the company pay these costs? Are you contemplating delisting? Mr Nijenhuis: We are a publicly listed company. This is not really up to us. If shareholders see strategic possibilities to do that, we will discuss the issue with them. 3. Adoption of the annual report 2009, including the risk policy and the corporate governance policy, and the 2009 financial statements Are there any questions to the auditor, or does the auditor have any remarks? There were no questions or remarks; the annual accounts were adopted in the form as presented. 4. Discharge of the members of the board of management in respect of their management during the reporting year There were no questions or remarks and the meeting unanimously discharged the board of management for its management during the reporting year. 4

5 5. Discharge of the supervisory directors in respect of their supervision during the financial year and up to 25 March 2010 for Mr C.M.W. Koot There were no questions or remarks and the meeting unanimously discharged the supervisory board for its supervision during the reporting year. Mr Stolker explains the discharge of Mr C.M.W. Koot for his supervision during the period up to 25 March There were 22,451 abstentions. The remaining votes were in favour. The motion was passed. 6. Adoption of profit appropriation Mr Koot read out the profit appropriation proposal, which was as follows: In view of the cyclical nature of the semiconductor industry, the capital-intensive nature of the company, the planned expansion of operations and the present solvency level, the profit to be made in the next few years will be reinvested in the company, aiming for a reasonable balance between debt reduction, essential investments and return for shareholders. The entire profit for 2009 will be added to the reserves. There were no remarks and the meeting unanimously approved the proposed profit appropriation. 7. Appointment of the auditor for the next three years Mr Koot read out the proposal for the appointment of the auditor: In accordance with Article 2, paragraph 5 of the articles of association, the proposal is to authorise the supervisory board to appoint the auditor for the financial years 2010, 2011 and Mr Van Bilzen: Do you intend to change the auditor? Mr Koot: We do not intend to change the auditor. There were no further remarks and the meeting unanimously endorses the proposal authorising the supervisory board to select the auditor for the 2009 financial year. 8. Change of name from Rood Testhouse International N.V. to RoodMicrotec N.V. Mr Nijenhuis: Rood Technology and Microtec merged last year. We feel that operating under one name is clearer to our customers and shareholders and gives us a clearer identity. This is why we propose to change our name to RoodMicrotec N.V. There were no further remarks, and the meeting unanimously approved changing the company s name from Rood Testhouse International N.V. to RoodMicrotec N.V. 9. CFO vacancy Mr Hollenberg explains his resignation as CFO. Mr Hollenberg will remain with the company as a external financial adviser on a part-time basis until the second half of Mr Visser: Have you found a new CFO yet? Mr Nijenhuis: Not yet, but we are looking. Mr Verlijsdonk: Isn t it worrying that yet another CFO leaves the company so quickly? 5

6 Mr Koot: Mr Hollenberg has been with us for about three years. His predecessor, Mr Brouwer, was CFO for some 16 years. Then Ms Gomarus came, who stayed some two years. Sadly, we have not found a candidate to match Mr Brouwer s years of service. It is not easy to find a balance in the job profile between the work and the amount of travel involved. We are giving this a great deal of thought. 10. Farewell to Mr C.M.W. Koot Mr Stolker has succeeded Mr Koot in his position. Mr Stolker gave an explanation. Then, Mr Bloemer reviewed the period during which Mr Koot was a member of the supervisory board. Mr Koot thanked everyone for their cooperation. 11. Any other business Mr Van Bilzen: Mr Nijenhuis employment contract ends in What actions have you taken in the search for a new CEO? Mr Stolker: When I joined the supervisory board, my first observation was that just this matter needs urgent attention. We are currently evaluating it in the light of the future of the company. Mr Jansen: Are there plans to expand the supervisory board to three members? Mr Stolker: I have been given the honour of chairing the supervisory board. As stated in the annual report, we are aiming for a supervisory board composed of three members. At present, we are able to do the job with two. A key issue is that any third member must contribute a specific skill. 12. Close Mr Stolker thanked all people present and invited them to drinks and snacks. Signed: Mr C.W.M. Koot Resigning Chairman of the supervisory board Mr J.H.P.M. Stolker Succeeding Chairman of the supervisory board Mr S.G. Hollenberg Secretary Annexes: A Presentation of the Board of Management 6

INTERIM REPORT Summary HY Zwolle 02 nd August 2018 INTERIM REPORT 2018

INTERIM REPORT Summary HY Zwolle 02 nd August 2018 INTERIM REPORT 2018 Martin Sallenhag, CEO Reinhard Pusch, COO Arvid Ladega, CFO RoodMicrotec N.V. Rembrandt ; Dokter van Deenweg 58 NL 8025 BC Zwolle +31 38 4215216 @ investor relations@roodmicrotec.com www.roodmicrotec.com