The Chairman noted that all questions had been answered and gave the floor to Mr. Kleipool.
Mr. Kleipool said that the total number of shares outstanding on the registration date for this AGM was 425,659,415, 7,476,943 of which were being held by the Company as treasury shares. There were therefore 418,182,472 outstanding ordinary shares carrying voting rights. Since one ordinary share carries nine votes, this number of shares carries 3,763,642,248 votes. Mr. Kleipool went on to say that the counting of heads showed that 3,104 shareholders were present or represented at the beginning of the Meeting, collectively representing a capital of EUR 29,072,344.23, entitling them to cast 2,907,234,423 votes. According to Mr. Kleipool, this meant that 77.25% of the issued share capital was present or represented.
Finally, Mr. Kleipool said that all voting items on the agenda, with the exception of items 6 and 7, could be adopted by a simple majority of votes, as more than half of the total outstanding share capital was represented at the Meeting. For agenda items 6 and 7 there is a statutory provision requiring a 75% majority of votes cast in favor of the proposal.
The Chairman then moved on to item 3 of the agenda.
3a. | Advisory vote on the Remuneration Report for the Board of Management and the Supervisory Board for the financial year 2019 (Voting item) |
The Chairman reported that the Remuneration Report has been prepared in accordance with the requirements of the revised EU Shareholders Directive, as implemented in Dutch legislation on 1 December 2019. Under this new legislation, the General Meeting has an advisory vote on the Remuneration Report. This agenda item is therefore a voting item, as also stated in the Agenda and the Explanatory Notes to the Agenda. The General Meeting is asked to vote as to whether the Remuneration Report is clear and understandable.
The Chairman then gave a further explanation on this topic (see presentation on www.asml.com/agm2020).
The Chairman noted that no questions had been asked and moved on to item 3b of the agenda.
3b. | Proposal to adopt the financial statements of the Company for the financial year 2019, as prepared in accordance with Dutch law (Voting item) |
The Chairman reported that ASML had once again drawn up two sets of financial statements for 2019, one according to U.S. GAAP and the other according to IFRS and Dutch law. The annual financial statements based on IFRS and Dutch law are the financial statements under the articles of association, which were now being submitted for adoption. The financial statements and the annual report were available for inspection at the Company’s offices and were also published on the Company’s website.
The Chairman invited Mr. Van Delden, ASML’s external auditor with KPMG, to report briefly on KPMG’s audit of ASML in 2019.
Mr. Van Delden indicated that the scope of the work was tripartite, specifically the IFRS financial statements, the financial statements according to U.S. GAAP, and the non-financial information for which KPMG had issued a review report. KPMG had issued an unqualified audit opinion for both the U.S. GAAP and IFRS Reports. It had also issued an unqualified review report for the non-financial information. Mr. Van Delden referred to a number of specific elements. Firstly, he noted that a materiality threshold of EUR 130 million had been used for the financial statements. Secondly, he commented that the high degree of centralization of ASML’s work had enabled KPMG’s Dutch team to perform virtually the entire group-wide audit from Veldhoven, as a result of which the audit coverage is relatively high. Zeiss’s accountant had only been used for the holding in Zeiss. Thirdly, he referred to the key audit matter to which the auditor’s report devotes a great deal of attention, revenue recognition.
The Chairman noted that no questions had been asked and moved on to item 3c.
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