DESARRAIGO, DOLOR Y TRASHUMANCIA

To: the General Meeting of Shareholders of BE Semiconductor Industries N.V.

Report on the financial statements

We have audited the accompanying financial statements 2013 of BE Semiconductor Industries N.V., Amsterdam. The financial statements include the consolidated financial statements and the parent company financial statements. The consolidated financial statements comprise the consolidated statement of financial position as at 31 December 2013, the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising a summary of the significant accounting policies and other explanatory information. The parent company fi- nancial statements comprise the parent company balance sheet as at 31 December 2013, the parent company statement of income and expense for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information.

Management’s responsibility

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Nether- lands Civil Code, and for the preparation of the report of the Board of Management in accordance with Part 9 of Book 2 of the Netherlands Civil Code. Furthermore, management is responsible for such internal control as it determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requi- rements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of mate- rial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the au- ditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion with respect to the consolidated financial statements

In our opinion, the consolidated financial statements give a true and fair view of the financial position of BE Semicon- ductor Industries N.V. as at 31 December 2013 and of its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code.

Opinion with respect to the parent company financial statements

In our opinion, the parent company financial statements give a true and fair view of the financial position of BE Semicon- ductor Industries N.V. as at 31 December 2013 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Netherlands Civil Code.

Report on other legal and regulatory requirements

Pursuant to the legal requirements under Section 2:393 sub 5 at e and f of the Netherlands Civil Code, we have no defi- ciencies to report as a result of our examination whether the report of the Board of Management, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2:392 sub 1 at b - h has been annexed. Further, we report that the report of the Board of Management, to the extent we can assess, is consistent with the financial statements as required by Section 2:391 sub 4 of the Nether- lands Civil Code.

Eindhoven, 26 February 2014 KPMG Accountants N.V. M.J.A. Verhoeven RA

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Appropriation of the result

The Articles of Association provide that the Company can only distribute profits from its free distributable reserves. The Board of Management, with the approval of the Supervisory Board, will propose to the Annual General Meeting of Share- holders to determine the total dividend over 2013 at € 0.33 per Ordinary Share, amounting to a total of € 12,311. The Board of Management proposes to allocate the part of the net income for the year 2013 remaining after payment of the dividend to the retained earnings. The Supervisory Board has approved this proposal.

The General Meeting of Shareholders approved the 2012 statutory financial statements on April 24, 2013.

Events after the balance sheet date

Share-based compensation plans

On January 28, 2014, the Supervisory Board decided to eliminate the 80% value cap for the Performance Shares awarded to the current member of the Board of Management in 2011, 2012 and 2013. This decision is subject to approval at Besi’s Annual General Meeting of Shareholders on April 30, 2014. Based on this value cap included in the Incentive Plan 2011- 2016, the actual value of the number of shares vesting would in no event exceed 80% of the annual base salary in the year of vesting.

As this value cap was in place as of December 31, 2013, the expense recognition in 2013 is based on a total value of € 360 for each of the annual awards made in 2011, 2012 and 2013. Please refer to Note 20 for further details. In 2014, after shareholder approval, the Company will recognize an incremental fair value as a result of this modification of awards made under the Incentive Plan 2011-2016. On the modification date in 2014, the incremental fair value for the awards made in 2011 is recognized immediately, while the incremental fair value of the awards made in 2012 and 2013 is recognized over the re- maining vesting period. The estimated total incremental fair value for all outstanding awards amounts to € 1,367, of which € 1,100 will be recognized in the financial statements for 2014.

Preference Shares

At December 31, 2013, the Company’s authorized capital consisted of 80,000,000 Ordinary Shares, nominal value € 0.91 per share, and 80,000,000 Preference Shares, nominal value € 0.91 per share.

No Preference Shares were outstanding at December 31, 2013.

In April 2000, the foundation “Stichting Continuïteit BE Semiconductor Industries” (the “Foundation”) was established. The Foundation is an independent legal entity and is not owned or controlled by any other legal person. The purpose of the Foundation is to safeguard the interests of the Company, the enterprise connected therewith and all the parties having an interest therein and to exclude as much as possible influences which could threaten, among other things, the continuity, independence and identity of the Company. The aim of the Preference Shares is, amongst other things, to provide a protective measure against unfriendly take-over bids and other possible unsolicited influences which could threaten the Company‘s continuity, independence and identity, including, but not limited to, a proposed resolution to dismiss the Supervisory Board or the Board of Management. The issue of Preference Shares would enable the Company to consider its position in the then-existing circumstances.

By agreement of May 19, 2008 between the Company and the Foundation, which replaces a similar agreement dated April 19, 2002, the Foundation has been granted a call option pursuant to which it may purchase a number of Preference Shares up to a maximum of the number of Ordinary Shares issued and outstanding at the time of exercise of this option, minus one.

The Company has also granted to the Foundation the right to file an application for an inquiry into the policy and conduct of business of the Company with the Enterprise Chamber of the Amsterdam Court of Appeal (Ondernemingskamer). The Company believes that this may be a useful option in the period before the issuance of Preference Shares, without cau- sing a dilution of the rights of other shareholders at that stage.

The members of the board of the Foundation are J. Ekelmans (Chairman), P.C.W. Alberda van Ekenstein, J.N. de Blécourt, W.L.J. Bröcker and T. de Waard. Mr Bröcker succeeded Mr Termijtelen as of June 30, 2013. Except for Mr De Waard, none of the members of the board of the Foundation are connected to the Company. The Foundation therefore qualifies as an independent legal entity within the meaning of section 5:71 paragraph 1 sub c of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht).

NO T E S

Notes

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