Annual Report 2025
Talent Innovation
CORE VALUES
Our core values are the essence of Besi’s corporate attitude and
provide us guidance in decision making.
• Respect: We value the richness and diversity of cultures
within our organization. We promote an open culture in which
we respect each other’s opinion, freely discuss our concerns
and give and receive feedback. We respect the promises made
to each other, to our business partners and to our customers.
• Unity: Performing in unity gives us a competitive advantage.
We optimally utilize the benefits of our collaborative
activities when working together and sharing knowledge.
• Customer focused: We provide innovative and relevant
product solutions and services to the marketplace that meet
our customers’ needs and exceed their expectations.
INVESTMENT CONSIDERATIONS
• Assembly market ever more critical in semiconductor value chain.
• Disciplined strategic focus has created an industry leader.
• Long-term secular trends drive advanced packaging growth.
• Wafer level assembly for AI applications is a promising new growth
opportunity.
• Market presence has grown via key IDMs, supply chains and partners.
• Technology leadership and scalability result in strong financial returns.
• Commitment to sustainable growth and fighting climate change.
• Attractive capital allocation policy.
MISSION STATEMENT
Besi’s mission is to become the world’s
leading supplier of semiconductor assembly
equipment for advanced packaging
applications and to exceed industry average
benchmarks of financial performance.
We also strive to create long-term
sustainable value for stakeholders and
operate our business in a responsible way,
respecting both the environment and society.
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Highlights 2025
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Revenue
(€ millions)
591.3
-2.7%
2024: 607.5
Gross margin
(%)
63.3%
-1.9 points
2024: 65.2%
Net income
(€ millions)
131.6
-27.7%
2024: 182.0
Orders
(€ millions)
685.0
+16.8%
2024: 586.7
R&D
(€ millions)
81.0
+9.0%
2024: 74.3
Net cash
(€ millions)
36.0
-75.0%
2024: 143.8
Total distributions
(€ millions)
254.8
+1.4%
2024: 251.3
Proposed 2025
dividend
(€)
Dividend
payout ratio
Total shareholder
return
Return on
average equity
1.58 95% 3.4% 28.7%
-27.5% - +4.8 points -10.7 points
2024: 2.18 2024: 95% 2024: -1.4% 2024: 39.4%
Environment
Direct emission
intensity ratio
Indirect emission
intensity ratio
(tCO₂eq/revenue) (tCO₂eq/revenue)
0.5 11.7
-16.7% -4.1%
2024: 0.6 2024: 12.2
People
Fixed headcount Average training hours
per employee
1,856 33
+2.4%
2024: 1,812
+10.0%
2024: 30
Share
Information
Year end
share price
Market
capitalization
(€) (€ billions)
133.75 10.6
+1.1% +1.0%
2024: 132.30 2024: 10.5
Finance
Capital
Allocation
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Contents
REPORT OF THE BOARD OF MANAGEMENT 3
Company Profile 4
Key Highlights 7
Letter to Stakeholders 13
Market Overview 23
Strategy 35
Financial Review 44
Sustainability Statement 54
Risk Management 136
Shareholder Information 156
Corporate Governance 162
REMUNERATION REPORT 169
REPORT OF THE SUPERVISORY BOARD 184
BOARD OF MANAGEMENT, SUPERVISORY BOARD
AND TECHNOLOGY ADVISORY BOARD MEMBERS 189
FINANCIAL STATEMENTS 2025 192
Consolidated Statement of Financial Position 193
Consolidated Statement of Operations 194
Consolidated Statement of Comprehensive Income 194
Consolidated Statement of Changes in Equity 195
Consolidated Statement of Cash Flows 196
Notes to the Consolidated Financial Statements 197
Parent Company Balance Sheet 242
Parent Company Statement of Income and Expense 243
Notes to the Parent Company Financial Statements 244
OTHER INFORMATION 251
Caution concerning forward-looking statements
This Annual Report contains statements about management's future expectations, plans
and prospects of our business that constitute forward-looking statements, which are
found in various places throughout this report, including, but not limited to, statements
relating to expectations of orders, net sales, product shipments, expenses, timing
of purchases of assembly equipment by customers, gross margins, operating results and
capital expenditures. The use of words such as “anticipate”, “estimate”, “expect”, “can”,
“intend”, “believes”, “may”, “plan”, “predict”, “project”, “forecast”, “will”, “would” and similar
expressions are intended to identify forward-looking statements, although not all forward-
looking statements contain these identifying words. While these forward-looking
statements represent our judgements and expectations concerning the development of
our business, a number of risks, uncertainties and other important factors could cause
actual developments and results to differ materially from those contained in forward-
looking statements. Please refer to the Risk Management section of this Annual Report for
a detailed description of the risk factors affecting Besi’s business. We expressly disclaim
any obligation to update or alter these forward-looking statements for revisions or
changes whether as a result of new information, future events or otherwise after the date
of this Annual Report.
Report of the Board of Management
Company Profile 4
Key Highlights 7
Letter to Stakeholders 13
Market Overview 23
Strategy 35
Financial Review 44
Sustainability Statement 54
Risk Management 136
Shareholder Information 156
Corporate Governance 162
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Company Profile
BE Semiconductor Industries N.V. (“Besi” or the “Company”) is engaged in one line of
business: the development, manufacturing, marketing, sales and service of a broad
portfolio of advanced packaging solutions to the semiconductor and electronics industries
with a focus on next generation assembly solutions for wafer level AI applications.
Our market
The semiconductor manufacturing process involves two distinct phases: wafer processing,
commonly referred to as the “front-end” and assembly and test, commonly referred to as
the “back-end”. Once the semiconductor chip (also referred to as a “die”) has been created
in the front-end wafer fabrication process, Besi’s assembly equipment is used by customers
to produce advanced semiconductor assemblies or “packages” incorporating a number of
process steps such as (i) die sorting or “pick and place” of good versus bad dies, (ii) die
bonding to leadframes, substrates, wafers and other chips to facilitate an electrical
interconnection, (iii) die molding to encapsulate the assembled die and protect it from
external contamination, (iv) chemical plating to provide different physical properties at
various stages of the assembly process and (v) trimming and forming of leadframe carriers
housing chips and/or singulation (cutting) of substrate and wafer level devices prior to
their placement on a printed circuit board and ultimately, final testing. In addition, new
2.5D, 3D and chiplet-based semiconductor device architectures used in generative AI
applications now require assembly processes such as hybrid bonding and Thermo
Compression Bonding (“TCB”) to be used in front-end semiconductor manufacturing.
TechInsights, a leading independent industry research firm, estimated that the size of the
assembly equipment market was approximately $ 5.1 billion in 2025, or approximately 4%
of the total semiconductor manufacturing equipment market. Annual growth rates can
fluctuate greatly based on global economic cycles and the capital investment programs of
semiconductor and industrial customers. The die attach segment of the assembly
equipment market represents our largest addressable market and source of revenue and
the most rapidly growing area of the assembly equipment market.
FROM PROCESSED WAFER TO ASSEMBLED CHIP
Assembly Process
Dicing Die Attach Wire Bond Packaging Plating
Leadframe
Wire Bond
Substrate
Wire Bond
Substrate
Flip Chip/TCB
Wafer Level
Hybrid, EMIB, TCB, Flip Chip, FOWLP
Front-end: $ 119.2B
(88%)
Assembly: $ 5.1B
(4%)
Test: $ 11.5B
(8%)
Total Semiconductor Manufacturing Equipment 2025 (E): $ 136B*
Besi focus
* Source: TechInsights, December 2025
Our assembly process technologies
Semiconductor assembly involves three primary process technologies depending on the
product application required. Leadframe assembly, the most traditional approach, involves
the electrical connection of the chip via a wire bonding process to a metal leadframe.
Substrate assembly is used most frequently in product applications that require relatively
high degrees of miniaturization and chip density such as smartphones, servers, tablets
and laptops as well as wireless, automotive and cloud-based internet applications. In a
typical substrate assembly, no metal leadframes are utilized and the electrical connection
of the chip is made directly either through (i) a wire bonding process to a multi-layer
substrate or (ii) the creation of direct connections to the multi-layer substrate via a flip
chip or thermo compression die bonding process.
Wafer level assembly is the most advanced and rapidly growing assembly technology and
the area in which we have invested significant development resources for future growth. It
is our most important area of focus today as customers seek assembly solutions for next
generation generative AI applications in the areas of datacenters, PCs, tablets, servers
and smartphones as well as large language learning and inferencing models and related
software. Wafer level assembly involves placing single or multiple dies or chiplets onto
high I/O density wafers to form integrated subsystems. In wafer level packaging, the
electrical interconnections between chips are facilitated without the need for a leadframe
carrier or substrate interposer. Wafer level assembly is particularly well suited for device
nodes of <3 nanometers, requiring placement accuracy <1 micron.
Besi’s Sales team at Semicon Taiwan.
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Hybrid bonding represents the most important evolution of die to die interconnect
technology in wafer level assembly. It replaces traditional reflowed flip chip solder bumps
with a direct copper-to-copper connection between a chip and a wafer. Versus flip chip
assembly, it facilitates significantly higher data transfer speeds and chip density while
lowering energy consumption, heat dissipation and cost of ownership. Hybrid bonding also
facilitates the development of 3D chip architectures as well as increased performance,
features, complexity and functionality in both logic and memory applications. Further,
wafer level assembly can also be achieved through a TCB chip to wafer technology, a 2.5D
assembly process whereby the electrical connection is formed using solder bumps by
applying heat and pressure during the bonding process. These two technologies are
compatible and complementary for wafer level die bonding whose applications will vary
depending on the size, accuracy, density, complexity and throughput required as well as
the cost of ownership involved in production environments.
Our products and services
Besi is a leading manufacturer of assembly equipment supplying a broad portfolio of
advanced packaging solutions to the semiconductor and electronics industries. We offer
customers high levels of accuracy, reliability and throughput at a lower cost of ownership
with a principal focus on wafer level and substrate assembly solutions. We define advanced
packaging as the assembly of semiconductor devices using advanced interconnect
processes including flip chip, System-in-Package (“SiP”), hybrid, TCB and other wafer level
technologies as well as all molding technologies related thereto. We estimate that
approximately 70% of our revenue in 2025 was for advanced packaging applications and
that 60% of revenue was for the most leading edge devices with placement accuracy <7
microns. We believe that approximately 50% of our orders in 2025 were represented by
assembly solutions for AI applications, the most rapidly growing segment of the assembly
equipment market. We also supply after-sales service and spares to customers which is a
less cyclical and growing part of Besi’s revenue mix.
Our principal product and service offerings are set forth below.
BESI’S PRODUCTS AND SERVICES
Die Attach Single chip, multi chip, multi module, flip chip, epoxy and soft
solder die bonding systems, hybrid, TCB and embedded bridge die
bonding, die lid attach and fan out wafer level packaging systems.
Packaging Conventional, ultra-thin and wafer level molding, trim and form
and singulation systems.
Plating Tin, copper, precious metal and solar plating systems and related
process chemicals.
Spares/Services Tooling, conversion kits, spare parts and other services for our
installed base of customers.
In 2025, our Die Attach product group revenue represented approximately 80% of our total
revenue followed by Packaging which represented approximately 17% and Plating which
represented approximately 3%.
Our customers
Our customers are primarily leading multinational chip manufacturers, foundries, assembly
subcontractors and electronics and industrial companies and include Amkor, ASE, Fabrinet,
Forehope, Huatian, Infineon, InnoLight, Intel, LG Innotek, JCET, Luxshare, Nvidia,
STMicroelectronics, TDK, Texas Instruments, Tongfu, Unisem and TSMC. Customers are
either Independent Device Manufacturers (“IDMs”) which purchase our equipment for
internal use at their production facilities or foundries/subcontractors which purchase our
equipment to assemble packages for third parties on a contract basis. Our equipment
performs critical functions in our customers’ assembly operations and in many cases
represents a significant percentage of their installed base of assembly equipment.
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Our commitment to sustainability
Our objective is to promote Besi’s business and financial interests in a socially responsible
manner for the benefit of all stakeholders, employees, partners, the environment and the
local communities in which we operate. We are committed to running our operations in
accordance with internationally recognized standards and best practices and to promote
sustainability with stakeholders on such topics as climate change mitigation, energy and
renewable energy, human rights, working conditions, health and safety, inclusion and
diversity, anti-corruption and bribery and corporate culture. Our sustainability strategy
has three pillars: Environmental Factors, Social Factors and Governance Factors. Within
these pillars, we identify and manage the material impacts of Besi on society and the
environment and the material risks and opportunities related to sustainability issues on
our business. For more information, please refer to our Sustainability Statement.
Our global presence
We are a global company with headquarters in Duiven, the Netherlands. We operate eight
facilities in Asia and Europe for development and production activities as well as 13 sales
and service offices across Europe, Asia and North America. We employed a total staff (in
FTEs) of 1,856 fixed and 108 temporary personnel at December 31, 2025, of whom
approximately 66% were based in Asia and 34% were based in Europe and North America.
Our listings
Besi was incorporated under the laws of the Netherlands in May 1995 and had an initial
public offering in December 1995. Our ordinary shares are listed on Euronext Amsterdam
(symbol: BESI) and are included in the Euronext AEX Index. Our level 1 ADRs trade on the
OTC markets (symbol: BESIY). We have € 175 million of 1.875% Senior Unsecured Convertible
Notes outstanding which are listed on the Deutsche Börse’s Freiverkehr market. We also
have € 350 million of 4.500% Senior Notes outstanding which are listed on The International
Stock Exchange (“TISE”) (see Shareholder Information).
More detailed information about Besi can be found on our website: www.besi.com.
OPERATIONAL PROFILE
R&D, Sales and Service site
Production site
Sales and Service office
Chandler
Duiven and 's-Hertogenbosch
(The Netherlands)
Steinhausen
(Switzerland)
Radfeld
(Austria)
Suzhou
Chengdu
Leshan
Shenzhen
Malaysia
Thailand
Singapore
Korea
Shanghai
Taiwan
Philippines
Vietnam
India
2025
591.3
1,964
Revenue (€ millions)
Headcount (FTEs)
Europe/RoW
34%
Europe/RoW
24%
Asia
66%
Asia
76%
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Key Highlights
(€ millions, except share and non-financial data) Year ended December 31,
2025 2024 2023 2022 2021
Operating data
Revenue 591.3 607.5 578.9 722.9 749.3
Orders 685.0 586.7 548.3 663.7 939.1
Operating income 173.1 195.6 213.4 294.1 317.6
EBITDA¹ 206.8 224.2 239.1 317.1 335.1
R&D expenses 81.0 74.3 56.4 53.9 36.4
Net income 131.6 182.0 177.1 240.6 282.4
Net income per share (€)
Basic 1.66 2.31 2.28 3.03 3.70
Diluted 1.66 2.30 2.23 2.90 3.39
Dividend per share (€)
2
1.58 2.18 2.15 2.85 3.33
Shares outstanding (in thousands)
3
79,282 79,312 77,016 78,488 77,97
Balance sheet data
Cash, cash equivalents and deposits 543.0 672.3 413.5 671.7 672.2
Total debt 507.0 528.5 300.5 325.2 301.8
Net cash
4
36.0 143.8 113.0 346.5 370.4
Total equity 416.4 501.3 421.4 628.5 619.3
Financial ratios
Gross profit as % of revenue 63.3 65.2 64.9 61.3 59.6
Operating income as % of revenue 29.3 32.2 36.9 40.7 42.4
Net income as % of revenue 22.3 30.0 30.6 33.3 37.7
EBITDA interest coverage ratio
5
8.2 13.4 20.5 26.0 30.6
Return on average equity (%)
6
28.7 39.4 33.7 38.6 57.0
Headcount data
7
Headcount fixed 1,856 1,812 1,736 1,675 1,645
Headcount temporary 108 134 134 144 496
Total headcount 1,964 1,946 1,870 1,819 2,141
Geographic data
Revenue from Asia as % of total revenue 76.0 67.0 73.1 75.9 77.8
Headcount in Asia as % of total headcount 66.4 66.8 66.5 67.2 73.1
Sustainability data
Scope 1 & 2 emissions intensity ratio (tCO₂eq/€ million revenue) 0.5 0.6 8.9 5.2 14.4
Scope 3 emissions intensity ratio (tCO₂eq/€ million revenue) 11.7 12.2 17.0 13.6 15.9
Renewable energy (% of total energy consumed) 99 99 71 76 20
1
EBITDA is defined as operating income (€ 173.1) plus depreciation, amortization and impairment (€ 33.7).
2
Proposed 2025 dividend for approval at Besi’s AGM to be held on April 23, 2026.
3
Net of shares held in treasury at December 31, 2025.
4
Net cash is defined as cash, cash equivalents and deposits (€ 543.0) less total debt (€ 507.0).
5
EBITDA interest coverage ratio is defined as EBITDA (€ 206.8) divided by interest expense (€ 25.1).
6
Return on average equity is defined as net income (€ 131.6) divided by the average of the shareholders’ equity at January 1, 2025 (€ 501.3) and December 31, 2025 (€ 416.4).
7
Headcount data in Full-Time Equivalents (“FTEs”) at December 31, 2025.
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THROUGH CYCLE REVENUE AND GROSS MARGIN TRENDS
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 20202019 2025202420232022202120182017
€ millions Gross Margin
800
700
600
500
400
300
200
100
0
70%
60%
50%
40%
30%
20%
10%
0%
Revenue
Gross Margin Revenue 4-year average Gross margin weighted 4-year average
34.1%
39.7%
302
51.1%
424
516
58.3%
625
191
351
379
593
749
591
63.5%
164
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ORDER TRENDS
1,000
800
600
400
200
0
2021 2022 2023 2024 2025
586.7
€ millions
55%
45%
42%
58%
939.1
55%
55%
45%
45%
663.7
52%
48%
548.3
685.0
IDMs Foundries/Subcontractors (includes foundries as of financial year 2024)
NET INCOME TRENDS
182.0
€ millions Net Margin
50%
40%
30%
20%
300
250
200
150
100
50
0
2021 2022 2023 2024 2025
30.0%
22.3%
37.7%
131.6
282.4
33.3%
240.6
30.6%
177.1
Net Income Net Margin
R&D SPENDING, NET
90
80
70
60
50
40
30
20
10
0
20
15
10
5
0
2021 2022 2023 2024 2025
% of revenue€ millions
9.7%
12.2%
13.7%
56.4
74.3
4.9%
36.4
7.5%
53.9
81.0
R&D expenses
% of revenue
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Key Highlights 2025
AI favorably influences business
development
Expanded R&D for next generation AI
applications
Progress on wafer level assembly
agenda
Introduction of new advanced
packaging systems
• Orders of € 685.0 million grew 16.8%
versus 2024 due to increased demand
for AI applications
• AI orders represented approximately
50% of total orders. Strength in
datacenter and photonics applications
• Revenue of € 591.3 million decreased
2.7% as assembly equipment recovery
delayed
• Gross, operating and net margins
remained at attractive levels versus
peers
• Return on average equity of 28.7%
• R&D spending, equal to 13.7% of
revenue, increased 9.0% versus 2024
• Strategic focus on next generation AI
applications, next assembly market
upcycle and interconnect solutions for
front-end manufacturing process
technologies
• Cumulative hybrid bonding orders grew
to 150+ systems. Adoption expanded
to 18 customers
• New hybrid bonding use cases
identified
• New hybrid bonding prototype system
completed with 50 nm accuracy and
increased throughput
• Six integrated hybrid bonding
production lines installed
• TC Next adoption expanded with
orders from multiple customers and
end markets
• First production shipments to multiple
customers of next gen flip chip system
with higher accuracy and speed for
mainstream mobile and computing
applications
• Development of first sub-micron
accuracy multi module die attach
system for advanced photonics
assembly
• First flip chip die bonding orders
received for CMOS image sensor
advanced camera applications
Strategic initiatives aid advanced
packaging growth and profitability
Progress on sustainability agenda Significant carbon emission
reductions
Strong cash flow generation supports
attractive capital allocation program
• Strategic plan updated for 2025-2029
period
• Long-term revenue target increased
from € 1 billion+++ to € 1.5 - € 1.9 billion
• Doubled cleanroom capacity in Malaysia
and advanced packaging capabilities in
Singapore
• Expansion of Vietnam production
capabilities
• Applied Materials purchase of 9%
interest enhances advanced packaging
collaboration and product strategy
• Significant progress achieved versus
2026 sustainability targets
• Sustainability ratings improved with
Sustainalytics, S&P Global and CDP
• Improvement in all supply chain
engagement indicators versus 2024
• Reduction in absolute Scope 1 & 2 and
3 GHG emission levels and fuel
consumption
• Scope 1 & 2 and 3 emission intensity
ratios decreased versus 2024
• Energy from renewable sources
represented 99% of all energy needs
• Design-to-X initiative has significantly
reduced the energy consumption of
Besi’s die bonding system platforms
• Cash flow from operations of
€ 178.1 million, or 30.1% of revenue
• Solid liquidity position with cash
of € 543.0 million and net cash of
€ 36.0 million at year end
• Capital allocation of € 254.8 million
• € 100 million share repurchase
program completed. New € 60 million
program initiated
• Proposed 2025 dividend of € 1.58 per
share. Payout ratio of 95%
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CAPITAL ALLOCATION TRENDS
500
400
300
200
100
0
90%
80%
70%
60%
50%
40%
30%
20%
10%
2021 2022 2023 2024 2025
€ millions % of Revenue
41%
251.3
43%
254.8
24%
179.5
79.8
171.5
82.0
172.8
58%
416.3
146.8
269.5
75%
435.5
213.4
222.1
50.1
129.4
Dividend
Share Repurchases Total % of Revenue
LIQUIDITY TRENDS
800
700
600
500
400
300
200
100
0
€ millions
143.8
370.4
672.3
36.0
543.0
672.2
346.5
671.7
113.0
413.5
Cash and Deposits Net Cash
2021 2022 2023 2024 2025
DIVIDEND TRENDS
3.50
3.00
2.50
2.00
1.50
1.00
0.50
0.00
100%
95%
90%
85%
80%
75%
70%
65%
60%
2021 2022 2023 2024 2025 proposal
Dividend (€) Dividend Payout Ratio
95% 95%95%
2.18
1.58
92%
2.85
97%
2.15
3.33
Dividend per share
Dividend Payout Ratio
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SCOPE 1 & 2 GHG EMISSION TRENDS
10,812
3,755
Scope 1 & 2 Target Scope 1 & 2
Relative to revenue Relative to revenue target 2024
12,500
10,000
7,500
5,000
2,500
0
tCO
2
eq tCO
2
eq/€ million revenue
50
40
30
20
10
0
14.4
5,124
8.9
Scope 1 & 2
emission intensity ratio
Target net zero
Scope 1 & 2 emissions
5.5
3.6
5.2
0.6
Target 2024 & 2030:
based on 2021 baseline
2021
2022 20242023 2025 2024
2030
2026
4,121
2,703
349
0.5
313
0.0
RENEWABLE ENERGY TRENDS
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
% renewable Target % renewable
2026 Target
Target 2024 & 2030:
based on 2021 baseline
20%
20222021 2023 20252024 20262024 2030
76%
71%
99% 99%
75%
100%
85%
SCOPE 3 GHG EMISSION TRENDS*
tCO
2
eq tCO
2
eq/€ million revenue
50
40
30
20
10
0
12,500
10,000
7,500
5,000
2,500
0
Scope 3 Target Scope 3
15.9
Relative to revenue
17.0
9,843
10,509
10,151
9,554
9,817
Relative to revenue target 2024
14.0
12.7
13.5
13.6
11,942
Target 2024 & 2030:
based on 2021 baseline
2021
2022 20242023 2025 2024
2030
2026
12.2
11.7
Scope 3
emission
intensity ratio
7,422
6,892
* See Sustainability Statement for more detail as to the composition of Scope 3 emissions.
Letter to Stakeholders
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Letter to Stakeholders
Dear Stakeholders,
In 2025, Besi enhanced its position as a leader in the advanced packaging market.
We experienced progress on our wafer level assembly agenda as hybrid bonding adoption
expanded to 18 customers, cumulative orders grew to 150+ systems and new use cases
were identified for co-packaged optics, Application-Specific Integrated Circuits (“ASICs”)
and consumer applications. In addition, six integrated hybrid bonding production lines
were installed at a leading logic customer incorporating 30 Besi hybrid bonders. The first
50 nm placement accuracy prototype system was also completed and available for
customer qualification. Our position in the Thermo Compression Bonding (“TCB”) market
was further enhanced as Besi’s TC Next adoption expanded to five customers for logic,
memory and photonics applications. In addition, our flip chip and multi module die attach
systems gained share in the market for AI-related 2.5D assembly structures with a
particular focus on datacenter and photonics applications. Further, Besi successfully
introduced a variety of next generation die bonding and packaging systems for each of our
traditional computing, mobile and automotive markets as we prepare for the next market
upturn. Our advanced packaging strategy was further enhanced by means of expanded
collaboration with Applied Materials and their purchase of a 9% ownership position in Besi.
Business Highlights
• Increased AI spending favorably impacts business development
• Order growth of 16.8% versus 2024 due to significantly increased AI datacenter and
photonics demand in the second half of 2025
• Continued progress on wafer level assembly agenda for both hybrid bonding and
TC Next systems
• New products introduced for next gen AI applications and next market upcycle
• Expansion of cleanroom capacity and Asian support capabilities to support future
advanced packaging growth
• Strategic plan updated to include new revenue and cost initiatives. Increased long-
term revenue target from € 1 billion+++ to € 1.5 - € 1.9 billion
• Continued progress on key sustainability themes including further reductions in
carbon emissions and fuel consumption
• Substantialprogress achieved versus 2026 sustainability targets
We continue to formulate and execute strategic initiatives to help capitalize on a variety
of market opportunities from the rapid growth of generative AI infrastructure over the next
decade in alignment with our sustainability objectives. This year, we completed the
expansion of our Malaysian cleanroom production capacity and Singaporean advanced
packaging support capabilities and increased our sales and customer support in Taiwan to
accommodate increased customer demand for hybrid bonding and TC Next systems. We
also completed an expansion of our Vietnam production facility as customers continue
their migration to Southeast Asia from China. Progress also was achieved on our
sustainability agenda as measured by reductions in absolute Scope 1 & 2 and 3 GHG
emission levels and fuel consumption, lower emission intensity ratios, energy reduction
benefits realized from our Design-to-X initiative, improved sustainability ratings and
progress made relative to our 2026 sustainability targets.
Besi’s progress in 2025 reflected the favorable influence of increased AI spending on our
business development. Orders of € 685.0 million increased by 16.8% versus 2024 due to
strength in AI-related 2.5D demand for datacenter applications by Asian subcontractors
and renewed capacity purchases for photonics applications. Growth accelerated in the
second half of the year with orders increasing 63.6% versus the first half year, aided as well
by a large increase in hybrid bonding orders in the fourth quarter. Orders for AI applications
represented approximately 50% of our total orders in 2025 and revenue from Besi’s
computing end-user market grew as a percentage of total revenue from approximately
40% in 2024 to 50% in 2025.
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END-USER MARKET TRENDS
700
680
660
640
620
600
580
560
540
520
500
607.5
€ millions
591.3
(10.3)
(11.4)
(14.6)
(22.6)
42.7
2024
Revenue
Computing Mobile Automotive Industrial/
Other
Spares/
Service
2025
Revenue
LEADING MARKET SHARES IN KEY DIE ATTACH MARKETS
2020 2021 2022 2023
2024
2020 2021 2022 2023
2024
Die Attach
1
Advanced Die
Placement
1,2
37%
81%
40%
79%
40%
78%
46%
81%
50%
82%
1
Excludes TCB, wire bonding, dicing, and other.
2
Advanced die placement defined as <7 micron accuracy per TechInsights.
Source: TechInsights, December 2025
For the year, revenue of € 591.3 million decreased by 2.7% versus 2024 due to lower
shipments for mobile, automotive and industrial end-user markets as a result of ongoing
weakness in overall assembly markets. We continued to maintain attractive levels of
profitability with gross, operating and net margins realized of 63.3%, 29.3% and 22.3%,
respectively. Gross margins decreased versus 2024 due primarily to an approximate 12%
decrease in the value of the US dollar versus the euro in the first half year. Attractive
operating and net margins were maintained as we continued to closely align our operating
model with lower mainstream order demand and realized the benefits of strategic cost
reduction initiatives. As a result, total operating expenses were relatively flat compared to
2024. We achieved net income of € 131.6 million in 2025, a decrease of 27.7% versus 2024
due primarily to lower gross margins, increased development spending in support of future
growth opportunities, higher interest expense related to the issuance of our Senior Notes
in July 2024 and a higher effective tax rate. Besi’s disciplined focus on overhead management
positions us well for increased operating margins and profitability when revenue growth
resumes in our cyclical industry.
Strategic plan updated
Besi’s management reviews its strategy on a regular basis and sets new initiatives each
year to help achieve our business objectives. We have conducted five extensive reviews
over the past 10 years to assess our strategic plan and long-term sustainable value
creation model and formulate specific market, product, revenue, cost and sustainability
initiatives. Such reviews have been critical to our long-term growth and profitability. The
most recent plan assessment encompassed the period 2025-2029, was designed to
strengthen Besi’s leadership in the advanced packaging market and involved the
participation of various stakeholders and customers. Multiple growth drivers were
identified including expanded AI deployment, infrastructure and use cases across our
principal end-user markets, increased investment in advanced packaging fabs globally and
the further adoption by customers of sub-micron accuracy assembly technologies such as
hybrid bonding and advanced TCB. The updated strategy also sought to further strengthen
Besi’s market presence, service and support capabilities and competitive position
to better capture growth opportunities from the semiconductor industry’s move
toward smaller geometries, heterogeneous integration, chiplet adoption and increased
device complexity. As a result of the plan update and initiatives, we significantly
increased our long-term revenue and profit targets with our revenue target increasing to
€ 1.5 - € 1.9 billion from € 1 billion+++ previously.
Successful R&D investment in next generation advanced packaging solutions
Our long-term development strategy focuses on providing customers with a complete
portfolio of leading edge die attach, packaging and plating systems for both back-end and
front-end assembly processes at the lowest cost of ownership. Advanced packaging is an
ever more critical process to realize the promise of AI including energy efficient performance
in a host of next generation applications.
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Over the past five years, Besi has developed one of the industry’s most technologically
advanced product portfolios with a particular emphasis on enhancements to our core
technology and the expansion of our advanced interconnect capabilities for sub-micron
accuracy die attach systems. Development efforts have centered on requirements for
(i) increased accuracy, performance, chip density, throughput and complexity, (ii) thinner
devices, (iii) smaller form factors, (iv) new 2.5D and 3D heterogeneous device architectures,
(v) lower power consumption and heat dissipation and (vi) shorter lead times, all while
offering a lower overall cost of ownership to customers. Our technology efforts have also
focused on leading edge interconnect solutions for front-end manufacturing process
technologies such as chip to wafer and chip on chip die bonding as an important means of
further extending Moore’s law.
FOCUS ON NEW PRODUCT INNOVATION
R&D investment more than doubled since 2020
90
80
70
60
50
40
30
20
10
0
20.0%
17.5%
15.0%
12.5%
10.0%
7.5%
5.0%
20252020
41.5
87.7
Gross R&D spending* % of revenue
9.6%
14.8%
€ millions
* Gross R&D spending excludes impact from capitalization/amortization of R&D costs.
We have more than doubled our gross R&D spending since 2020 to develop a complete
wafer level assembly portfolio for AI-related applications. In 2025, gross R&D spending
reached € 87.7 million equal to 14.8% of total revenue. Key development efforts this year
were focused primarily on (i) enhancements to our sub-micron accuracy hybrid bonding
systems for logic, memory and co-packaged optics applications, (ii) advanced chip to wafer
TCB systems for logic, memory and photonics applications, (iii) next generation flip chip
and multi module die attach systems for increased penetration of mainstream mobile and
computing applications and advanced photonics markets and (iv) the successful completion
of enhancements, as per plan, of next generation mainstream die bonding, packaging and
plating platforms in anticipation of a 2026 market upcycle.
Attractive capital allocation. Strong liquidity base to finance future growth
Shareholders were rewarded for their investment in Besi as we distributed a total of
€ 254.8 million in the form of dividends and share repurchases in 2025 that represented
43.1% of our total revenue. During the year, we paid a cash dividend of € 172.8 million and
initiated a new € 60 million share repurchase program in October 2025 upon completion of
the prior € 100 million program. In total, we repurchased € 82.0 million of Besi shares this
year which increased shares held in treasury to 1.9 million shares, or 2.3% of shares
outstanding. Besi ended the year with a solid liquidity base consisting of cash, cash
equivalents and deposits aggregating € 543.0 million and net cash of € 36.0 million. Our
capital allocation efforts were supported by strong cash flow generated from operations
of € 178.1 million which represented 30.1% of our total revenue.
Given profits earned in 2025 and Besi’s solid financial position, we will propose a cash
dividend of € 1.58 per share for approval at Besi’s AGM to be held on April 23, 2026.
The proposed distribution is Besi’s sixteenth consecutive annual dividend paid.
Long-term sustainable value creation continues
Besi has delivered strong growth and value creation for stakeholders while conducting its
business in a responsible and sustainable manner. Besi’s dedicated focus on advanced
packaging, technological leadership and the disciplined execution of strategic initiatives
has created a leader in the assembly equipment market with superior through-cycle
performance and strong financial metrics. Since 2011, we have returned approximately
€ 2.4 billion to shareholders in the form of dividends and share repurchases (including the
dividend proposed for 2025) representing 33.5% of Besi’s cumulative revenue. The
profitability of our business has also increased significantly during this period with gross
margins increasing from 40% to 63%, net income growing more than five-fold and return
on average equity increasing from 11.2% to 28.7%. In addition, Besi’s share price has
increased by 5,125% since 2011 and our market capitalization has grown from approximately
€ 188 million to € 10.6 billion at year end.
Besi’s total shareholder return in 2025 was 3.4%. Our year end share price increased by
68% from the low point reached in April 2025. Over the past three, five and ten years, an
investment in Besi’s shares has produced cumulative total returns of 155%, 216% and
2,076%, respectively.
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AI primary driver of advanced packaging growth
We are in the early stages of a transition to an AI-enabled digital society accompanied by
a new generation of sustainable and more environmentally friendly electronics applications.
In response, new leading edge semiconductor devices are being developed which will play
a critical role in furthering the use of many such applications. The adoption of generative
AI is estimated by analysts to have a faster adoption rate in our society than any other 21
st
century technology, including the smartphone.
Consistent with these trends, a new technology cycle is underway wherein customers
increasingly demand more complex advanced packaging solutions containing ever more
functionality in ever smaller form factors and sub-micron die placement accuracy.
Advanced packaging is recognized as a critical part of the semiconductor value chain and
a gating item to produce next generation AI-related logic and memory devices. Besi is well
positioned for this anticipated growth with advanced packaging revenue representing
approximately 70% of our total system revenue in 2025 and revenue from the most leading
edge applications (<7 micron die placement accuracy) representing approximately 60% of
total revenue. Within advanced packaging, customer investment in the most leading edge
2.5D and 3D assembly architectures is the fastest growing segment.
ADVANCED PACKAGING REVENUE GROWING RAPIDLY. 2.5D/3D FASTEST GROWING
SEGMENTS
Advanced packaging Traditional packaging
180
160
140
120
100
80
60
40
20
0
2020 2025E 2030E
37.8
Revenue $ billions
76.1
38.3
55.6
116.3
60.7
69.8
160.9
91.1
CAGR 2020-2025E 2025E-2030E
Advanced packaging 9.6% 8.5%
Traditional packaging 8.0% 4.7%
Source: Yole, August 2025
One of the most powerful forces driving growth in Besi’s addressable market today is the
rapid adoption of AI and virtual and augmented reality in our daily business and personal
interactions. End-user customers are focused on incorporating generative AI software
capabilities in datacenters, personal computers, tablets, smartphones and industrial
manufacturing, among others. We also believe that trends such as on-device AI for mobile
applications, autonomous driving for automotive applications and factory automation for
industrial applications represent additional growth drivers for our end-user markets.
TechInsights, a leading independent industry research firm, expects that AI chip revenue
will grow at a compound annual rate of 16.5% between 2025 and 2035 reaching
$ 1.4 trillion by 2035.
AI DRIVING LONG-TERM SEMICONDUCTOR REVENUE GROWTH
2.0
1.8
1.6
1.4
1.2
1.0
0.8
0.6
0.4
0.2
0
2000
2035E
2005 2010 2015 2020 2025E 2030E
Total semiconductor revenue in $ trillion
Non-AI
AI
CAGR 2025E - 2035E
AI-related semiconductors 16.5%
Total semiconductor market 7.4%
Source: TechInsights, December 2025
The powerful drivers of high-performance computing growth over the next decade will
require new technologies to extend Moore’s law on a cost-efficient basis via new logic and
high bandwidth memory devices incorporating 2.5D/3D chiplet architectures. As Moore’s
Law scales more slowly approaching 2 nm node sizes, wafer fab costs are escalating due
to a significant increase in the cost per transistor. Currently, the only means of extending
Moore’s law on a cost-efficient basis is the adoption of 2.5D and 3D device structures
utilizing new advanced packaging solutions.
Humanoid robotics
Autonomous vehicles
AI wearables (AR/VR)
AI smartphones
AI personal computers
Datacenter AI infrastructure
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In response to the rapid growth of AI infrastructure and related costs, semiconductor
producers have expanded their investments in new logic devices for datacenter and
supercomputer applications utilizing hybrid bonding, TCB, advanced flip chip and multi
module die attach assembly processes. The significant increase in the performance,
functionality and speed of logic devices has also required new memory solutions such as
HBM in vertical 3D stacks of 8-20+ chips and chiplets to match such performance
improvements, all of which require lower power consumption and heat dissipation to
reduce their cost of ownership and enhance their performance, yield and sustainability.
Future HBM4 and HBM5 architectures in development today are expected to drive
substantial growth in advanced packaging requirements over the next decade, particularly
in light of ever shorter new product cycles for CPU, GPU and TPU devices by the world’s
leading logic producers. HBM4 production is anticipated to begin in 2026 with HBM5
production estimated in 2028-2029. By 2030, TechInsights estimates that HBM4/5
production will represent substantially all HBM unit shipments. Besi’s hybrid bonding and
TC Next systems are well positioned to benefit from growth in HBM 4/5 memory stacks at
or above 12 devices with hybrid bonding uniquely qualified to assemble memory stacks at
or above 20 devices.
We also see the increased usage of photonics in AI applications, particularly in pluggable
optical transceivers or as co-packaged optics within high-performance datacenter servers,
to further extend the performance and speed of processors and GPUs while reducing their
power consumption, heat dissipation and latency. LightCounting, a market research firm,
estimates that silicon photonics semiconductor shipments (including co-packaged optics)
are expected to reach 367 million units by 2030 and to grow at a compound annual rate of
30% between 2025 and 2030. This is another important driver of Besi’s future growth.
Progress continues on Besi’s wafer level assembly agenda
Hybrid bonding is one of the most important process technologies for the assembly of
generative AI devices as it permits the connection of multiple, heterogeneous chiplets in
die form using direct copper interconnects. Chiplet adoption has also been increasing
rapidly in recent years as one of the primary methods to cost-effectively increase the
power, performance, functionality and density of new chip architectures in AI and high-
performance computing applications for Besi’s principal end-user markets. The use of
chiplets in new device architectures will also encourage hybrid bonding adoption.
Hybrid bonding has the potential to become the leading assembly solution for device
geometries <3 nanometers requiring sub-micron die placement accuracy. It is anticipated
that hybrid bonding adoption should help drive growth for the assembly equipment market
and Besi’s addressable market at rates higher than those experienced historically given its
importance in extending Moore’s law for semiconductor producers. Its utilization should
also expand demand for Besi’s other leading edge assembly technologies such as our TCB,
flip chip and multi module die attach systems, further increasing the potential size of our
addressable market.
Besi first engaged in hybrid bonding development in 2017 with commercial introduction of
the process technology in 2021 with a 200 nm placement accuracy system. Since its
introduction, we have made significant progress on our product development roadmap.
First shipments of Besi’s 100 nm placement accuracy system to multiple customers
occurred in 2024 with excellent market acceptance and an estimated 10% improvement in
productivity. In 2025, we developed the first 50 nm placement accuracy prototype system
with a targeted increase in throughput compared to prior generations. Further, cumulative
hybrid bonding orders since 2021 grew to reach over 150 systems this year with adoption
expanding to 18 customers including the world’s leading logic and memory producers,
foundries, subcontractors and research institutes. New use cases were also identified by
customers for the hybrid bonding of ASIC logic devices and in co-packaged optics for the
3D stacking of photonic chiplets in network switches. In addition, the first integrated
hybrid bonding lines were installed at a leading logic customer in collaboration with
Applied Materials incorporating 30 hybrid bonders in six platforms. We aim to significantly
expand Besi’s hybrid bonding revenue potential and market share over the next decade
given our leadership position, technology roadmap, adoption trends and collaboration
with Applied Materials. Our collaboration with Applied Materials also expanded this year
to include the joint marketing to customers of integrated hybrid bonding solutions as well
as the technical exploration of other potential applications.
Progress on Besi’s wafer level assembly agenda
• Hybrid bonding adoption grew to150+ cumulative orders and 18 customers
• New use cases identified for ASIC devices and co-packaged optics
• New prototype systemcompleted with 50 nm accuracy andincreased throughput
• First integrated hybrid bonding production lines installed
• TC Next system adoption expanded with production orders from multiple customers,
research institutes and end markets
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BESI’S TECHNOLOGY ROADMAP
<100 Interconnect Density/mm
2
>1,000,000
>10μm Accuracy <100 nm
Back-End Wafer-Level Front-End
Epoxy/
soft solder
Multi module
attach
Flip chip
Flip chip
microbump
Fan out/
embedded
TCB C2W
Hybrid bonding
Besi’s advanced thermo compression bonding solutions have significant market
potential
Besi has devoted additional R&D resources in recent years to develop the industry’s leading
thermo compression bonding solution for next generation AI devices. The shift toward
heterogeneous device integration and the increasing demand for HBM stacking are
accelerating the need for TCB solutions which bridge the gap between traditional TCB
solutions and hybrid bonding. Conventional TCB processes use a chemical called flux to
remove oxidation during bonding but can leave residue on the chip surface that can be
difficult to clean potentially reducing reliability, especially at very small bonding pitches
(less than 20 microns).
Besi’s TC Next system is one of the leading system solutions currently available with great
flexibility and versatility to handle both flux and fluxless bonding processes as well as
real-time process control for each individual bond. It has demonstrated industry leading
metrics including the highest placement accuracy (0.7 microns) and bump pad pitch
density (5 microns), which can help customers achieve the lowest cost of ownership.
Target markets for Besi’s TCB concept currently include HBM4/5 stacking, photonics and
next generation 2.5D assembly structures for logic applications. We have received TC Next
orders from five customers and research institutes as of year end 2025 addressing multiple
end markets. We estimate the total market potential currently at 350-600 systems by
2030.
The long-term potential for our wafer level assembly product portfolio is significant as
shown in the table below. We estimate that our hybrid bonding and TC Next product
portfolio could contribute total cumulative revenue of approximately € 500 - € 900 million
by 2030.
ESTIMATED 2030 HYBRID BONDING AND ADVANCED TCB MARKET SIZE
Hybrid bonding
1,200
Advanced TCB
450
€ 1,650 million
Source: Besi estimates. Mid case scenario hybrid bonding
Progress achieved in advancing Besi’s sustainability strategy
Besi has increased its sustainability-related activities and reporting since 2019 including
the development of various short-and long-term targets through 2050. We are pleased
with our sustainability-related achievements as measured by improvements in each of our
three principal process pillars including Scope 1 & 2 and 3 emissions, fuel consumption,
renewable energy usage, sustainable product design and supply chain as well as personnel
topics such as employee engagement and training. Decoupling Besi’s growth from its
greenhouse gas emissions has been one of our key objectives in recent years. In fact, since
2019, we have reduced our Scope 1 & 2 emission intensity ratio by 98%, fuel consumption
intensity ratio by 59% and increased our electricity usage from renewable sources to 99%
versus 18%. In addition, because of our successful performance versus historical targets in
2022 and 2024, we developed enhanced milestones for 2026 in alignment with 2030
targets. We are currently on track to meet or exceed substantially all sustainability targets
established for 2026.
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PROGRESS ON KEY SUSTAINABILITY METRICS
2021 2025
Scope 1 & 2 emissions:
14.4 tCO
2
eq/€ million revenue
Scope 1 & 2 emissions: decreased
to 0.5 tCO
2
eq/€ million revenue
Renewable energy:
20% of electricity consumption
Renewable energy:
99% of electricity consumption
Scope 3 emissions:
16 tCO
2
eq/€ million revenue
Scope 3 emissions: decreased to
11.7 tCO
2
eq/€ million revenue
Purchase Volume audited:
59%
Purchase Volume audited
increased to 65%
We realized good progress on our sustainability agenda in 2025. Besi achieved an absolute
reduction in fuel consumption and a reduction of Scope 1 & 2 emission intensity ratios
versus 2024 due to the successful execution of several initiatives including a full year of
benefits from the implementation of a new heating system in Besi Austria and energy
management software at Besi Netherlands and Meco. In addition, we continue to procure
virtually all our energy needs from renewable sources at Besi’s operations in Leshan
(China), Malaysia and Vietnam. As a result, Scope 1 & 2 and 3 emission intensity ratios
improved further this year. We also successfully applied the Corporate Sustainability
Reporting Directive (“CSRD”) and reported in accordance with the European Sustainability
Reporting Standards (“ESRS”) for the second consecutive year.
In addition, we completed initiatives to further support the mitigation of several
sustainability-related impacts, risks and opportunities. For example, an alternative
coating method was developed this year using vapor deposition versus electroplating. This
alternative has several potential sustainability benefits for our customers including (i) a
reduction in electricity consumption and carbon footprint, (ii) a reduction in water usage
and waste and (iii) lower employee exposure to potentially harmful substances. In addition,
Besi APac conducted an energy audit of its facilities which resulted in a roadmap for energy
and cost reduction opportunities for the next 10 years. Besi Netherlands gained ISO 45001
certification in 2025. Seven of eight Besi operations are now fully compliant.
2025 SUSTAINABILITY HIGHLIGHTS
2025 Sustainability Highlights
• Significant progress achieved versus Besi’s 2026 sustainability targets
• Successful preparation of ESRS-aligned report for second consecutive year
• Reduction in absolute Scope 1 & 2 and 3 GHG emission levels and fuel consumption
• Scope1 & 2and 3 emission intensityratiosdeclinedby16.7% and 4.1%, respectively,
versus 2024
• Design-to-X initiative reduced energy consumption of three die attach platforms. Full
benefits to be realized in 2026
• Sustainability ratings improved with Sustainalytics, S&P Global and CDP
• Besi Netherlands gained ISO 45001 certification. Seven of eight Besi operations
now fully compliant
• Employee survey indicated high levels of participation and engagement. Nine out
of ten categories equal to or above high-tech norm
• Improvement in all supply chain engagement indicators versus 2024
Our ratings with the major publicly recognized agencies have improved since 2019 further
underscoring our progress towards best practice metrics. In 2025, Besi maintained a rating
of AA in the updated 2025 MSCI ESG Ratings Assessment, up from A in 2022 and BBB in
2021. Further, in September 2025, Besi’s ESG Risk Rating with Sustainalytics improved to
9.4 (negligible risk) versus 12.9 (low risk) in 2024 placing us third out of 366 companies in
their Semiconductor Industry Group. In addition, Besi’s S&P Global CSA score increased
from 55 in 2024 to 57 in 2025 and our CDP Climate Score improved from C in 2024 to B in
2025.
Progress was also achieved to advance Besi’s sustainable product design as a core
component of our long-term sustainable value creation model. We developed an initiative
named Design-to-X in 2023 to identify sustainability-related improvement opportunities in
all product groups while reducing the cost of many mature die bonding and packaging
platforms. As a result, we set distinct, annual energy reduction targets in 2024 for four die
bonding system platforms. Since 2023, there has been a cumulative reduction in energy
consumption for three die bonding platforms including 5.0% for flip chip, 7.1% for soft
solder and 6.9% for multi module die attach system platforms. In addition, we have set
cumulative energy consumption reduction targets of 7.4% for our multi module die attach
and 7.1% for our epoxy die bonding system platforms through 2026.
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Employee and supplier engagement was also enhanced this year in alignment with our
sustainability-related goals and objectives. In the biennial Employee Engagement survey,
Besi equaled or scored above the high-tech norm in nine out of ten categories. Besi
employee engagement has also been encouraged by a 27% increase in training hours per
employee since 2021 and 10% versus 2024. Increased supply chain participation in 2025
occurred as a result of initiatives developed with respect to our enhanced annual
sustainability supplier survey first introduced in 2023. Further, we conducted site visits
and stakeholder interviews and circulated questionnaires at our principal Asian production
facilities to ensure that temporary and contracted third party workers adhered to the
standards outlined in Besi’s Supplier Code of Conduct. In addition, we achieved improvement
in all supply chain engagement indicators versus 2024.
Business environment 2026
We enter the year 2026 with increased optimism based on strong order momentum
experienced in the second half of 2025 from an expansion in demand for AI-related
datacenter and photonics applications by Asian subcontractors, increased hybrid bonding
orders in the fourth quarter and expanded customer adoption for both hybrid bonding and
TC Next. TechInsights, a leading independent industry research firm, estimates renewed
assembly market growth in 2026 and 2027 of 12% and 9%, respectively. Our objective is to
significantly outperform such growth estimates.
Our increased optimism is also based on anticipated growth in three promising Besi
revenue streams: wafer level assembly, AI related 2.5D capacity and more traditional
mainstream assembly applications. Customer roadmaps point to expanded hybrid bonding
and TC Next adoption over the next two years in the areas of HBM 4/4e, co-packaged
optics, ASICs and new high-performance computing and mobile introductions. In addition,
substantial AI infrastructure investments by the world’s leading hyperscalers, software
manufacturers and semiconductor producers are expected to further increase demand for
advanced packaging capacity.
The rapid growth of AI infrastructure over the past three years has also created capacity
shortages currently for 2.5D packaging which has caused producers to secure increased
production from many Asian subcontractors. Our optimism also relates to the significant
increase in demand from Chinese subcontractors as the country builds out its AI-related
infrastructure. Further, many new advanced packaging fabs are planned for the United
States, Europe, Southeast Asia and Japan which should increase demand in the years to
come for Besi’s advanced packaging product portfolio. In this regard, we plan to expand
our sales, process support and field service capabilities in the United States over the next
five years to address the increased onshoring of semiconductor production in the country.
MANY NEW ADVANCED PACKAGING FABS PLANNED
Packaging Fab Projects # Projects Cost ($B)
Taiwan 4 26.1
USA 6 24.5
Europe 4 9.3
Korea 2 9.1
Singapore 1 7.0
China 7 6.3
India 2 6.0
Malaysia 1 1.3
Vietnam 1 1.0
Source: TechInsights, Besi estimates, May 2025
We also see market conditions improving in overall assembly markets based on favorable
semiconductor unit growth trends and a significant reduction of excess semiconductor
inventory. Green shoots are appearing after an extended downturn of nearly four years in
each of our principal end-user markets.
ASSEMBLY GROWTH EXPECTED TO FAVOR BESI’S ADVANCED PACKAGING PORTFOLIO
Assembly equipment market
$ millions
2025E 2030E
5,083
8,827
CAGR: 12%
Besi addressable market*
$ millions
2025E 2030E
1,343
3,695
CAGR: 22%
Advanced die placement
$ millions
2025E 2030E
895
1,931
25%
CAGR: 17%
* Excludes TCB in 2025.
Source: TechInsights, December 2025
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We believe that the long-term growth prospects for our addressable market are positive,
driven by a variety of strong tailwinds for advanced packaging from AI-related and
mainstream assembly markets. Our keen focus on advanced packaging, our technology,
our people and our strategy over the past three decades have significantly improved Besi’s
market position and prospects. Our leading market position and engagement with the
leaders of the semiconductor industry as an important, value-added partner with
demonstrated production scalability favorably position us to capitalize on an exciting new
era of industry applications and opportunities.
In closing, we want to thank our employees, customers, suppliers and other stakeholders
for their contributions this year as we prepare to capitalize on the promising growth
opportunities available in the artificial intelligence revolution.
Board of Management
Richard W. Blickman
February 18, 2026
Market Overview
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First Next Generation LM mold delivery from Besi Leshan.
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Market Overview
Assembly equipment market
The semiconductor manufacturing process involves two distinct phases: wafer processing,
commonly referred to as the “front-end” and assembly and test, commonly referred to as
the “back-end”. Once the semiconductor chip (also referred to as a “die”) has been created
in the front-end wafer fabrication process, Besi’s assembly equipment is used by customers
to produce advanced semiconductor assemblies or “packages” incorporating a number of
process steps such as (i) die sorting or “pick and place” of good versus bad dies, (ii) die
bonding to leadframes, substrates, wafers, chips and chiplets to facilitate an electrical
interconnection, (iii) die molding to encapsulate the assembled die with an epoxy
compound and protect it from external contamination, (iv) chemical plating to provide
different physical properties to the package at various stages of the assembly process and
(v) trimming and forming of leadframe carriers housing chips and/or singulation (cutting)
of substrate and wafer level devices prior to placement on a printed circuit board and
ultimately, final testing. In addition, new 2.5D, 3D and chiplet-based semiconductor device
architectures used in generative AI applications now require assembly processes such as
hybrid bonding and/or advanced Thermo Compression Bonding (“TCB”) to be used in front-
end semiconductor manufacturing.
ASSEMBLY EQUIPMENT MARKET (2025E) BESI ADDRESSABLE MARKET* (2025E)
Inspection,
Dicing, Other
Wire Bonding
Die Attach
Packaging
0% Plating
Plating
Packaging
Die Attach
46%
10%
13%
27%
58%
41%
1%
Other Bonding
4%
$ 1.3 billion$ 5.1 billion
* Excludes TCB.
Source: TechInsights, December 2025
Besi’s product strategy focuses primarily on providing advanced packaging solutions to
customers which incorporate both substrate and wafer level packaging processes in their
semiconductor assembly operations. This represents the most technologically challenging
and rapidly growing area of the assembly equipment industry. Our product group offerings
for the assembly equipment market include Die Attach, Packaging and Plating which
represented approximately 80%, 17% and 3%, respectively, of our revenue in 2025.
TechInsights, a leading independent industry research firm, estimated that the size of the
assembly equipment market was approximately $ 5.1 billion in 2025, or approximately 4%
of the total semiconductor manufacturing equipment market. As per their estimates, die
attach systems represented 27% of the assembly equipment market in 2025. Based on
such data, we estimate that Besi’s addressable market was approximately $ 1.3 billion
which represented approximately 26% of the total assembly equipment market. Besi has a
leadership position in the die attach and advanced die placement markets which are
expected to be the most rapidly growing segments of the assembly equipment market
over the next five years.
CAGR (2025E-2030E)
Die Attach 14.9%
Packaging and Plating 11.4%
Other Assembly 9.6%
Total 11.7%
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Besi’s key end-user markets
Besi has four principal end-user markets: computing, mobile, automotive and industrial.
They represented an estimated 85% of Besi’s total revenue in 2025. In addition, we provide
spares and service activities to our installed base of customers (15% of revenue in 2025).
BESI END-USER MARKET TRENDS
Mobile
Computing Automotive Industrial and Other Spares/Services
% of total revenue
202520242023
17%
11%
18%
24%
30%
16%
9%
12%
43%
20%
15%
7%
10%
51%
17%
Source: Besi estimates
PRINCIPAL GROWTH DRIVERS IN BESI’S END-USER MARKETS
Computing Mobile Automotive Industrial/Other
Generated by ImageFX
Generative AI On Device AI
Autonomous
Driving
Factory
Automation
• Datacenters
• Edge AI tablets/
PC/laptops
• Gaming
• Robotics
• Advanced cameras
and 3D imaging
• 5G advanced → 6G
• Under display
biometric ID
• New AR/VR
devices
• Advanced
cameras/sensors
• Vehicle
electrification
• SiC and GaN power
devices
• Connectivity/
infotainment
• Smart grid
• Industrial IoT
• Clean energy
Computing applications represent our largest and most rapidly growing end-user market
currently. Within this market, analysts estimate that servers, datacenter and storage
applications will represent the fastest growing applications with a compound annual
growth rate of 18% anticipated between 2025-2030.
Semiconductor Market Forecast CAGR 2025E-2030E
Servers, datacenter and storage 18%
Automotive 9%
Industrial electronics 7%
Wired and wireless infrastructure 6%
Smartphones 5%
PCs 4%
Consumer electronics 3%
Total semiconductors 9%
Source: ASML/Nomura, July 2025
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RAPID AI SEMICONDUCTOR REVENUE GROWTH FORECAST
1,600
1,400
1,200
1,000
800
600
400
200
0
$ billions
2025E 2030E
294
738
2035E
1,354
AI semiconductor revenue CAGR (2025E-2035E)
Datacenter 17.4%
Edge computing 11.8%
Total AI semiconductors 16.5%
Datacenter Edge computing
TechInsights estimates that AI-related semiconductor revenue will exceed 50% of total
semiconductor revenue by 2028 and 80% by 2035, of which datacenter-related
semiconductor revenue will represent the substantial majority.
Computing
Besi sells to the computing end-user market die bonding, hybrid bonding, TCB and
packaging systems for high-end logic and memory devices used in supercomputers,
datacenter servers, PCs, tablets, flat panel displays and many consumer internet
applications such as gaming, entertainment and financial services. Demand for computing
power has been growing rapidly over the past decade with the explosion of data volumes
and memory needed to power the IT needs of the largest sectors of the global economy.
The outbreak of the global pandemic in 2020 further increased computing demand, growth
rates and the pace of innovation as governments and corporations moved to build out the
digital infrastructure necessary to support decentralized workplace environments and
help lessen chip shortages affecting the global economy.
The introduction of generative AI computing starting in 2022 and the substantial capital
investment by the world’s leading hyperscalers in recent years has further accelerated
demand growth, particularly for advanced GPUs, CPUs, TPUs and networking related
devices critical to the build out of global datacenters training large language and
inferencing models.
SIGNIFICANT EXPANSION OF AI CAPEX
800
700
600
500
400
300
200
100
0
25%
20%
15%
10%
5%
0%
2025E20242023
168
469
280
2026E
621
Cloud CapEx Spending Top 11 Cloud Providers: Capital Intensity (Mse)
8.5%
12.9%
19.1%
22.3%
$ billions
Source: Morgan Stanley, November 2025
One of the most powerful forces driving growth in Besi’s computing end-user market today
is the rapid adoption of AI and virtual and augmented reality in our daily business and
personal interactions. End-user customers are highly focused on incorporating generative
AI software capabilities in datacenters, personal computers, tablets, smartphones and
industrial manufacturing, to name just a few applications. TechInsights expects that the
datacenter AI chip market will reach $ 643 billion by 2030, reflecting a compound annual
growth rate of 22% between 2025 and 2030.
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We also see the increased usage of photonics, particularly in pluggable optical transceivers
or as co-packaged optics within high-performance datacenter servers, to further extend
performance and reduce power consumption and heat dissipation for AI applications.
Silicon photonics semiconductor shipments (including co-packaged optics) are expected
to reach 367 million units by 2030 and to grow at a compound annual rate of 30% between
2025 and 2030.
Other computing growth opportunities include the expansion of cloud-based infrastructure
and applications necessary to support the new digital society, the usage of software to
mine, organize and analyze the massive quantities of data being generated and the
proliferation of the Internet of Everything including the smart management of residential,
industrial and municipal equipment and functions.
SILICON PHOTONICS ANOTHER DRIVER OF 2.5D/3D ADVANCED PACKAGING GROWTH
400
350
300
250
200
150
100
50
0
Units (millions)
2025E 2026E 2028E 2029E2027E
101
123
209
2030E
367
CAGR % 2025E – 2030E
Ethernet pluggable transceiver 19.1%
Linear Pluggable Optics (LPO) 198.2%
Co-Packaged Optics (CPO) 236.6%
Total 29.5%
158
276
Ethernet transceiver LPO CPO
Source: LightCounting, October 2025
The powerful drivers for high-end computing growth over the next decade will require not
only new means of extending Moore’s law on a cost-efficient basis through next generation
logic and memory architectures incorporating 2.5D/3D and chiplet architectures but also
new wafer level assembly solutions addressing changes in front-end manufacturing
process technologies. At present, the most significant investment by semiconductor
producers is for next generation logic devices in datacenter and supercomputer applications
utilizing hybrid bonding, TCB, advanced flip chip and multi module die attach assembly
processes. The significant increase in power, performance, functionality and speed of logic
devices has also required new memory solutions such as High Bandwidth Memory (“HBM”)
in vertical 2.5D/3D stacks of chips and chiplets to match such performance improvements.
In fact, HBM4+ units are expected to grow from 0% currently to 94% of the total HBM
market by 2028. The current generation of HBM3e memory devices and HBM4, HBM4e and
HBM5 architectures in development utilizing new process technologies such as hybrid
bonding and TCB for memory die stacking are expected to drive substantial growth in
advanced packaging requirements over the next decade.
HBM4 ADOPTION EXPECTED TO ACCELERATE IN 2026
2,5
00
2,000
1,500
1,000
500
0
Units (millions)
2024 2025E 2026E 2028E 2029E2027E 2030E
37%
63%
13%
85%
94%
83%
35%
HBM2 HBM4/4eHBM3/3e HBM5
Source: TechInsights, December 2025
Besi has developed the industry’s leading portfolio of advanced packaging solutions to
support customer logic and memory roadmaps for the next decade no matter which
assembly process is utilized.
Mobile
Mobile applications represented Besi’s second largest end-user market in 2025. For this
market, we sell die bonding, packaging and plating systems to support high-end and
mainstream smartphones, wearable internet devices such as wireless watches,
headphones, virtual headsets, smart glasses and other related wireless devices and
logistical systems. Besi’s end-user customers include the largest mobile handset
manufacturers and their global supply chains worldwide. Revenue from this end-user
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market can fluctuate significantly per annum depending on the pace of innovation and the
timing of new product introductions. Through its assembly solutions, Besi helps
manufacturers develop next generation mobile device features and functionality such as
generative AI, 5G/6G antennas, front-back facing and periscope cameras, foldable
smartphones, advanced camera modules and lenses and enhanced 3D sensing and facial
recognition capabilities.
A significant customer focus currently is the development of die bonding and packaging
solutions for (i) edge computing/AI-enabled smartphones, smart watches, virtual reality
headsets and AI-enabled glasses requiring even more sophisticated camera modules,
lenses and imaging technologies, (ii) enhanced 3D video, gaming and infotainment
applications, (iii) the development of 6G network capacity and (iv) improved security for
online payment and banking applications. As such, the market share represented by
premium generative AI-enabled smartphones is expected to grow rapidly over the next
decade. Such growth opportunities will require new device architectures incorporating
higher data transfer speeds and computing capabilities, lower power consumption and
heat dissipation and the use of chiplets to increase the power, performance, density and
complexity of next generation devices in ever smaller form factors. Such next generation
device architectures will require advanced assembly solutions utilizing Besi’s most
advanced multi module die bonding, flip chip, TCB, hybrid bonding, molding and singulation
systems.
GEN AI SMARTPHONES FASTEST GROWING MOBILE SEGMENT
1,500
1,200
900
600
300
0
2024 2025E 2026E
275
Gen AI cumulative shipments (millions)
700
1,210
+340%
Source: Counterpoint, October 2025
Automotive
Besi’s automotive end-user market consists principally of the sale of die bonding,
packaging and plating systems for intelligent automotive components, sensors and
subsystems to leading European, North American and Japanese automotive suppliers.
Besi’s system solutions address critical automotive requirements such as power, safety,
reliability, intelligence and autonomous driving capabilities.
FAVORABLE LONG-TERM AUTOMOTIVE MARKET OUTLOOK
100
90
80
70
(million units)
1,400
700
0
140
70
0
($/unit)
($ billion)
2025E 2032E
Global vehicle production
Total addressable market of auto semiconductors
1.2x
2025E 2032E
Average semiconductor content per vehicle
1.6x
2025E 2032E
1.6x
91
831
99
1,306
87
141
Source: TechInsights, September 2025
Projected growth in this end-user market reflects (i) the ever-increasing electronic content
and AI necessary to deliver increased computing power and functionality for autonomous
driving and infotainment capabilities and (ii) the usage of more dense, integrated and
complex power and SiC devices as the industry moves to electric and computer driven
vehicles in response to environmental and climate change concerns. Growth in such
applications will also increase the semiconductor content and cost of semiconductor
content per car in the future.
Industrial and other
In industrial and other end-user markets, Besi sells its full range of systems for a variety
of applications including advanced power, industrial, Internet of Things (“IoT”), robotics,
medical, high-end lighting and LED devices, solar cell technology, lithium-ion batteries
and renewable energy. In addition, the move to an AI powered Industry 4.0 is creating
additional demand for semiconductors used for sensing, actuation and control in a wide
range of industrial applications. For example, industrial IoT systems are being developed
to integrate wireless communication modules with sensors to provide remote and
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centralized control of industrial equipment. Besi’s equipment is also used in the production
of industrial power conversion systems that employ advanced power switching devices to
increase their efficiency and reduce their electrical power consumption. Such new
applications require the increased use of Silicon IGBTs, SiC and Gallium Nitride (“GaN”)
devices which can significantly increase efficiency and performance but will require a new
range of assembly equipment solutions.
Spares and service
Revenue from Besi’s spares and service activities represented 15% and 16% of total revenue
in 2025 and 2024, respectively. In general, revenue from these activities has grown
significantly over the past decade reflecting the increase in our installed base of systems
and increased customer requirements for onsite production assistance associated with
our most advanced packaging systems. Revenue from spares and service activities is
typically less cyclical than from our equipment sales.
ASSEMBLY EQUIPMENT MARKET FORECAST
9.0
8.0
7.0
6.0
5.0
4.0
3.0
2.0
1.0
0.0
2025E 2026E 2028E 2030E
$ billions
8.8
6.7
5.7
5.1
+74%
Source: TechInsights, December 2025. Assembly equipment revenue excludes service revenue
Assembly equipment market trends
TechInsights currently estimates that the semiconductor assembly equipment market in
2025 was approximately flat versus 2024 and decreased by 23% from the last cyclical peak
in 2021. The current downcycle has been driven primarily by lower demand in mainstream
consumer applications such as mobile handsets, PCs, laptops, wearables and gaming
consoles post large capacity builds in 2020 and 2021. It also reflected an inventory
correction by semiconductor producers from elevated levels during the COVID-19 pandemic.
Market growth was further adversely affected by a significant decline in automotive and
industrial demand post a substantial capacity build during 2021-2022 and from an extended
downturn experienced by Chinese subcontractors due to assembly overcapacity and
decelerating economic growth in China. Decreased demand in Besi’s principal end-user
markets in 2025 was partially offset by substantial growth for generative AI applications
which favorably benefited demand for our flip chip, multi module and hybrid bonding
systems used primarily in high-end computing and datacenter applications.
Looking forward, TechInsights estimates that the assembly equipment market will
increase by 12% in 2026 following an extended industry downturn that has lasted over
three years. We noticed signs of improved industry conditions beginning in the second half
of 2025 as semiconductor inventory levels reduced as a percentage of bookings and year-
over-year unit growth rates returned to long-term trendlines.
TechInsights believes that a new industry upturn has begun which will result in
semiconductor assembly equipment revenue growth of 68% between 2025 and 2030 as
semiconductor unit production increases, excess inventory is consumed, capacity
utilization rates rise and demand for new AI-related advanced packaging solutions
continues to increase.
SEMICONDUCTOR MARKET CONDITIONS IMPROVING
1.2
1.1
1.0
0.9
0.8
0.7
0.6
2.5
2.0
1.5
1.0
0.5
0.0
$ billions IC Inventory/Bookings Ratio Reaching Equilibrium
Q1 2016
Q3 2016
Q1 2017
Q3 2017
Q1 2018
Q3 2018
Q1 2019
Q3 2019
Q1 2020
Q3 2020
Q1 2021
Q3 2021
Q1 2022
Q3 2022
Q1 2023
Q3 2023
Q1 2024
Q3 2024
Q1 2025
Q3 2025F
Q1 2026F
Total I:B Ratio
Source: TechInsights, December 2025
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SEMICONDUCTOR UNIT GROWTH BACK TO LONG TERM TRENDLINE
8.5
8.0
7.5
7.0
6.5
6.0
5.5
5.0
4.5
4.0
3.5
3.0
2.5
2.0
1.5
IC Unit Run Rate (billions/week)
8,2b Peak
(Maxed Out)
Jan 04
Jan 05
Jan 06
Jan 07
Jan 08
Jan 09
Jan 10
Jan 11
Jan 12
Jan 13
Jan 14
Jan 15
Jan 16
Jan 17
Jan 18
Jan 19
Jan 20
Jan 21
Jan 22
Jan 23
Jan 24
Jan 25
Source: WSTS, Future Horizons, January 2026
There are a number of variables currently which could alter the trajectory of any upturn
including the path of GDP growth, inflation, global trade restrictions and the pace of AI
adoption by consumers. Besi believes that demand growth for its advanced packaging
solutions should significantly outpace underlying growth rates of the assembly equipment
market over the next five years.
INCREASED DEMAND FOR 2.5D CoWoS CAPACITY
2,500
2,000
1,500
1,000
500
0
2025E 2026E 2027E
664
# of wafers in thousands
1,185
2,195
+231%
Source: Goldman Sachs, January 2026. TSMC’s projected annual CoWoS shipments
We believe that the long-term prospects of the assembly equipment market are very
favorable, driven by a variety of secular trends including:
• The slowing of Moore’s law which will require producers to increase the productivity and
performance per unit of silicon utilizing new wafer level assembly solutions.
• Increased spending for wafer level assembly technologies such as hybrid bonding, chip
to wafer TCB and flip chip bonding as semiconductor producers seek to extend Moore’s
law through new chiplet-based, 2.5D and 3D logic and memory architectures primarily for
new AI applications.
• Continued investment in cloud and digital infrastructure and high-performance
computing to support the digital society, broad-based generative AI adoption and the
Internet of Everything.
• Expansion of AI enabled smartphones, infotainment, gaming and online financial services
which will drive new product introductions and software applications related thereto.
• The mass adoption of electric and autonomous driving vehicles requiring advanced
sensors and power devices in more complex assemblies.
• Additional capacity investment for new HBM solutions to support the projected growth
in GPU and TPU processing power.
• Construction of new wafer fabrication facilities due to increased demand from leading
governments globally to secure adequate access to semiconductor IP development and
production.
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The development of these secular trends should particularly benefit Besi’s advanced
packaging product portfolio and increase our addressable market and market share over
the next decade.
Strategically well positioned for next generation of electronics applications
We are in the early stages of a transition to an AI-enabled, digital society accompanied by
a new generation of sustainable and more environmentally friendly electronics applications.
In such a society, intelligence and electronic content will increase in all facets of our life
including medical care, homes, education, factories, municipalities and transportation.
We see evidence daily of new productivity enhancing technologies such as cloud computing,
5G networks, ChatGPT, Gemini, Microsoft 365 Co-Pilot and other artificial intelligence
software, data mining and predictive analysis, autonomous driving, robotics and blockchain
software. In response, new leading edge semiconductor devices are being developed which
will play a critical role in furthering the use of many such applications. In fact, the adoption
of generative AI is estimated by analysts to have a faster adoption rate in our society than
any other 21
st
century technology, including smartphones. In 2025, we estimate that
approximately 50% of our orders were for AI applications.
Consistent with these trends, a new technology cycle is underway wherein customers
increasingly demand more complex advanced packaging solutions containing ever more
functionality in ever smaller form factors with sub-micron die placement accuracy.
Advanced packaging is now recognized by customers as a critical part of the semiconductor
value chain and a gating item to produce next generation AI-related logic and memory
devices. As such, Besi is actively involved with the leading semiconductor producers and
supply chains at an early stage in the design process to help them achieve their future
device roadmaps. We are well positioned with advanced packaging revenue representing
approximately 70% of our total revenue in 2025 and revenue from the most leading edge
applications (<7 micron die placement accuracy) representing approximately 60% of total
revenue. In addition, we have developed the industry’s leading advanced packaging system
portfolio to deliver next generation assembly solutions to our customers as generative AI
adoption expands broadly.
Besi has positioned itself at the technological frontier where accuracy, cleanliness and
yield performance are critical differentiators. Our leading position in advanced packaging
and engagement with the leaders of the semiconductor industry as an important, value-
added partner with demonstrated production scalability favorably positions us to capitalize
on an exciting new era of industry applications and growth. We also believe that our
product portfolio is well positioned to capitalize on opportunities in the fastest growing
segments of the assembly equipment industry, particularly in leading edge, advanced die
placement. Our technology efforts have also focused on 3D interconnect solutions for
front-end manufacturing process technologies such as chip to wafer and chip on chip die
bonding as an important means of further extending Moore’s law.
Hybrid bonding adoption has potential to significantly increase size of assembly
equipment market, Besi’s addressable market and our market share
A key strategic focus currently is the expansion of Besi’s penetration of both logic and
memory markets accompanying the infrastructure growth necessary to power the AI
revolution in our digital society of which advanced packaging plays a critical role. We
signed a joint development agreement with Applied Materials in October 2020 to develop
the industry’s first integrated equipment solution for die-based hybrid bonding. Applied
Materials leads the wafer fab equipment industry in the materials and systems used to
create on-chip interconnects with products spanning etch, CVD, PVD, copper electroplating,
CMP and process control. Hybrid bonding represents the next evolution of die bonding
technology as the semiconductor market moves from substrate to wafer level assembly. It
enables a direct, copper-to-copper connection between chips, chiplets and wafers with
much higher interconnect density than previously possible. The first six integrated hybrid
bonding production lines incorporating 30 hybrid bonders were installed at a leading logic
customer in 2025 in collaboration with Applied Materials.
HYBRID BONDING ENABLES FASTER, MORE COMPLEX DEVICES WITH SUB-MICRON
PLACEMENT ACCURACY
Direct Cu-Cu 3D Interconnect
1,000x increase in contact density
+
Heterogeneous Chiplet Integration
More transistors per package
New chip architectures
• Quasi-monolithic 3D
• Optimal use of nodes
• Customized designs
• Highly configurable
Increased performance
• Highest compute power
• Increased data transfer
• Higher bandwidth
• Higher speed
Lower cost of ownership
• Higher die yield
• Lower energy per bit
• Lower cost per contact
• Lower heat dissipation
Hybrid bonding offers many advantages to customers in terms of form factor, power,
energy efficiency, contact density, data transmission speed and cost of ownership. It can
greatly expand data transmission speeds with substantially higher contact density than
prior assembly process technologies while reducing heat dissipation and consuming less
energy per bit. As such, it also represents an important advancement in sustainability for
semiconductor manufacturing technology. In addition, the use of chip scale, wafer level
packaging integrating a variety of heterogeneous chip functions and architectures enables
customers to create ever smaller, more dense, complex and powerful devices in new 3D
architectures with significantly increased features and functionality versus current
32
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substrate-based process technologies. Given demanding specifications, it is more like a
front-end process technology in that it requires a front-end cleanroom production
environment to eliminate particulate contamination. Equally important, it enables the
integration of heterogeneous functions such as logic, memory and specific feature
components in chiplet-based architectures. Using hybrid bonded chiplets, customers can
create the smallest, most complex and powerful devices in the semiconductor market at a
placement accuracy ten times more accurate than the most advanced assembly technology
currently. As such, customers benefit from increased circuitry speed, density and
performance while significantly reducing their overall cost of ownership.
Hybrid bonding process technology has the potential to become the leading assembly
solution for device geometries <3 nanometers over the next decade. Each of the largest
global semiconductor producers is currently evaluating its adoption in their future device
roadmaps for both logic and HBM applications. Currently, hybrid bonding has been
successfully utilized for the commercial production of high-end logic devices for
datacenters, gaming and other high-performance computing applications with total
cumulative orders received of 150+ systems since 2021. Potential applications are
numerous including supercomputers, high-end servers, AI software, high-end
smartphones, PCs, laptops, wearables, gaming, entertainment, autonomous driving and
medical. Such applications also have the potential to significantly increase the capital
intensity and size of the assembly equipment market over the next decade. Adoption has
expanded annually with a total of 18 customers at year end 2025. Significant incremental
adoption is anticipated to occur over the next three years as the technology is increasingly
used in HBM 4/5 memory stacks, ASIC logic devices, co-packaged optics and consumer
mobile/computing applications by IDMs, foundries and subcontractors.
Micro-bump C2W TCB Performance Factor Hybrid Bonding
1x Interconnect density 15x
1x Speed 11.9x
1x Bandwidth density 191x
1x Energy Efficient Performance, EEP >100x
10x Cost per interconnect 1x
Hybrid bonding offers the following benefits versus the most advanced TCB solution in the
marketplace currently:
• Provides superior interconnect density and cost of ownership.
• Delivers 10x lower cost per interconnect.
• Increases energy-efficient device performance by >100x, lowering datacenter operating
costs.
• Reduces HBM stack temperature by 20%, lowering system cooling costs.
• Provides flexibility to combine most cost-efficient silicon nodes.
BESI HYBRID BONDER – HIGHEST ACCURACY AND LOWEST COST OF OWNERSHIP
1
2 3
Today’s Industry Standard Launch in 2026 Roadmap to 25 nm and beyond
8800 CHAMEO
ultra plus AC
3300 HYBRID
N50
HYBRID Next Generation
Alignment accuracy: 100 nm
Pad pitch: <6μm
Die placement UPH: 2,000
Installed base: >150
Alignment accuracy: 50 nm
Pad pitch: <3μm
Die stacking UPH: >3,000
Alignment accuracy: 25 nm
Pad pitch: <1μm
Die stacking UPH: >5,000
Logic roadmap – driven by accuracy
Memory roadmap – driven by throughput
33
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The market potential for hybrid bonding process technology is significant as indicated in
the graph below:
HYBRID BONDING MARKET POTENTIAL
2,000
1,800
1,600
1,400
1,200
1,000
800
600
400
200
0
Total # installed hybrid bonding systems
2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E
High case
Low case
Mid case
Memory
LogicVolume ProductionDevelopment
Volume ProductionDevelopment
Mobile AP
Volume ProductionDevelopment
Source: Besi estimates, June 2025
We believe that the hybrid bonding market is tracking at the mid-point of our estimated
market trajectory currently. Its increased acceptance should help drive growth both for the
assembly equipment market and our addressable market at rates higher than those
experienced historically. In addition, hybrid bonding adoption will also expand demand for
Besi’s other advanced packaging assembly technologies such as TC Next, embedded bridge
die attach, advanced flip chip and multi module die attach systems in new device
architectures, all of which can further increase the potential growth of our addressable
market. Given our initial leadership position in this segment, we hope to expand both
Besi’s revenue potential and market share over the next decade.
Besi’s thermo compression bonding solutions have significant market potential
Besi has devoted significant R&D resources since 2020 to develop the industry’s leading
thermo compression bonding solution for next generation AI devices spanning logic,
memory and chiplet applications. The shift toward heterogeneous device integration and
increasing demand for HBM stacking are accelerating the need for advanced TCB solutions
which bridge the gap between traditional TCB and hybrid bonding. Target markets for
Besi’s TCB technology currently include HBM4/5 stacking, photonics and next generation
CoWoS assembly structures.
Besi’s TC Next is one of the leading systems in this emerging market with great flexibility
and versatility to handle both flux and fluxless bonding processes as well as real-time
process control for each individual bond. It has demonstrated industry leading metrics
including the highest placement accuracy (0.7 microns) and bump pad pitch density
(7 microns) which can help customers achieve the lowest cost of ownership. We have
received TC Next orders from five customers and research institutes as of year end 2025
addressing multiple end markets. We believe that the market potential for this new
product is significant. We estimate the total market potential currently at 350-600
systems cumulatively through 2030 with a focus on high value added chiplet, memory and
photonics applications.
Chiplet adoption will also drive expansion of Besi’s addressable market and
market share
The use of disaggregated chips, or chiplets, in next generation architectures also helps
producers lower their cost of ownership significantly as they scale down the Moore’s Law
curve to <3 nm geometries in the face of rapidly escalating wafer fabrication costs. Simply
put, chiplets enable next generation devices to be more modular, customizable, powerful
and cheaper to produce, enabling more innovation and better performance. Key chiplet
benefits currently include:
• Customization and flexibility: Instead of making one big chip for every device, chiplets
are like small building blocks which can be mixed and matched permitting producers to
tailor chips quickly and easily for specific needs such as gaming, AI or mobile applications,
all of which help reduce time and cost.
• Improved performance and efficiency: Chiplets let designers combine specialized
modules optimized for different tasks, making the overall chip more powerful and energy
more powerful and energy efficient versus a single chip design.
• Higher manufacturing yield: Smaller chiplets have fewer defects as opposed to one large
chip. Further, if one chiplet is defective, it can be replaced without scrapping the
customer’s investment in the entire chip.
• Reduced cost: Chiplets let designers limit their use of the most expensive process nodes
to perform specific critical functions while using less expensive and mature process
nodes for other parts of the device. Along with higher overall yield resulting from smaller
chiplet size, this chiplet design approach can reduce a customer’s total device cost.
• Faster time to market: New chips can be developed and produced more rapidly as chiplets
re-use pre-designed, tested components.
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It is anticipated that chiplet usage will grow rapidly over the next decade as seen in the
following chart:
CHIPLET USAGE EXPECTED TO GROW RAPIDLY
30,000
25,000
20,000
15,000
10,000
5,000
0
2024 2030E2026E 2028E
1,444
2,743
Total chiplet units in millions
CAGR: 62%
13,174
25,698
Source: TechInsights, December 2025
The use of chiplet technology in wafer level assembly can also drive increased capital
intensity for hybrid bonding and advanced TCB systems given the increased number of
process steps required to achieve the heterogeneous integration of disparate
semiconductor functions.
Increased focus on sustainability and climate change in the production of next
generation devices
Society and customers in each of our end-user markets are increasingly interested in
sustainability as they seek to operate in a safer, more environmentally efficient manner.
In fact, the semiconductor industry will contribute significantly to the long-term
energy transition away from fossil fuels by the development of AI chips to reduce energy
consumption, optimize energy efficiency and facilitate the usage of renewable energy
technologies.
Many of Besi’s assembly systems are used to assemble more efficient semiconductor
devices and reduce material and energy consumption. During the COVID-19 pandemic, our
systems helped facilitate a more decentralized working environment which contributed to
reductions in corporate and personal travel and congestion in urban environments. In
addition, our ability to rapidly scale production during the pandemic played an important
role in helping satisfy increased customer demand and reduce supply chain shortages
globally, particularly for consumer devices such as smartphones, automobiles and various
computing equipment and software related thereto.
Besi’s advanced packaging technologies have assisted in the development of the digital
society with our systems performing an important role in the development of AI, 5G
networks, high-performance datacenters and blockchain software. They also have aided in
the development of smart cities, smart manufacturing, smart mobility and self-driving
electric cars with AI. Hybrid bonding and advanced TCB process technologies will further
contribute to the development of a digital society with their promise of significantly
increased data transmission speeds and increased power and functionality in ever-smaller
form factors. The use of hybrid bonding systems can also contribute positively to
sustainability as it promises significantly lower resource and energy consumption in the
assembly manufacturing process. Our systems also contribute to a more efficient and
cleaner world by means of longer battery life for electronic devices, more efficient solar
cells and lower power consumption and heat dissipation in smartphones, logic devices and
HBM. Additionally, increased automotive electronic content and intelligence can help
foster the development of next generation electric and autonomous vehicles without
fossil fuel generated internal combustion engines.
Resource consumption is another important trend which affects our business and end-
user markets. Customer preferences are now fully focused on the reduction of the energy,
heat and carbon footprint of assembly systems over their product lifetimes. In response,
Besi designs high quality, flexible systems which have long useful lives and can be
repurposed by customers or by us for other production requirements to extend their useful
lives. In addition, Besi is actively developing more energy efficient equipment with reduced
material and energy consumption as well as lower failure rates, all of which can help
improve resource efficiency. For more information, please refer to our Sustainability
Statement.
35
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Strategy
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Strategy
BESI’S LONG-TERM SUSTAINABLE VALUE CREATION MODEL
CAPITALS INPUT OUTPUT IMPACT
Intellectual • Significant investment in research and
development
• Know-how of our people
• Our intellectual property
• Leading edge assembly solutions
• Sustainably designed systems
• Partnership with industry leaders
Environmental footprint
• Promote cleaner environment. Mitigate climate change
• Longer battery life in electronics
• Lower power consumption and heat dissipation in smartphones
• Lead free content in PCBs
• Reduced waste, water, energy, packaging and hazardous materials
• More efficient solar cells
• Electric vehicle usage
• Reduced greenhouse gas emissions
Digital society
• Promote new applications in digital society
• Smart infrastructure, manufacturing and homes
• Better communication, mobility, medical care and security
Employees and workers in the value chain
• Provide safe and healthy working environment
• Invest in wellbeing of employees
• Promote training, local sponsorship, investments, inclusion and
diversity and human rights
Shareholders
• Offer attractive total long-term returns
Human • 1,928 worldwide fixed employees
• Flexible workforce
• Responsible ethics, labor and tax
practices
• Committed and engaged employees
• Long-term customer relationships
• Increased customer satisfaction
• Expand addressable market
Natural • Minerals, metals and other raw materials
• Natural and renewable energy sources
• Recyclable materials
• Lower carbon footprint
• Higher % of renewable energy
• Conservation of natural resources
Industrial • Our global production and supply chain
• Components, modules and semi-finished
products we purchase
• Value-added assembly
• Scalable, sustainable and responsible
supply chain
• Flexible production model
Financial • Strategic planning
• Capital allocation
• Capital markets funding
• Acquisitions
• Attractive financial metrics
• € 1.5 billion returned to shareholders (5 years)
• Average ROAE of 39.5% (5 years)
• Total shareholder return 216% (5 years)
STAKEHOLDERS
Customers
Employees
Society
and
Nature
Suppliers
Shareholders
Mission
Besi’s mission is to become the world’s leading supplier of semiconductor assembly
equipment for advanced packaging applications and to exceed industry average
benchmarks of financial performance. We also strive to create long-term sustainable
value for stakeholders and operate our business in a responsible way respecting both the
environment and society.
Summary strategy and long-term sustainable value creation model
Long-term success in the assembly equipment industry requires technological leadership,
customer alignment, system reliability and high levels of accuracy in 24/7, high volume
production environments. Other key factors include production flexibility and scalability in
response to volatile shifts in demand for an industry whose cycle times have become ever
shorter. We also recognize the importance of sustainability considerations in the
development of our strategy such as our carbon footprint, the sustainable performance of
our systems supply chain engagement and the development of a business culture which is
inclusive, respects the rights of our employees and promotes the skills and talents of our
personnel. Besi’s business strategy has been developed with these considerations in mind.
Please see the Sustainability Statement in this Annual Report for more detailed information
as to Besi’s sustainability strategies.
One of our top priorities is the maintenance of technological leadership in the advanced
packaging segment of the industry. This is the most rapidly growing part of our business
with the greatest potential for future growth. We aim to leverage Besi’s technological
leadership position to generate ever higher levels of through-cycle revenue, profitability
and cash flow via a highly scalable and flexible production model. Weekly analyses of order
development and the supply chain combined with disciplined cost control efforts have
enabled us to respond rapidly to changing market conditions, retain superior margins and
generate high levels of cash flow to support a shareholder friendly capital allocation policy.
37
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Strategic objectives
Besi’s Board of Management reviews its strategy on a regular basis and sets new initiatives
each year to help achieve our business objectives. We have engaged in five strategic
planning reviews with an independent consulting firm over the past ten years to help
assess our strategic plan and long-term sustainable value creation model and formulate
specific market, product, revenue, sustainability and cost initiatives. The most recent plan
assessment encompassed the period 2025-2029 and involved the participation of, and
feedback from, various stakeholders such as extended management, employees,
customers, the Supervisory Board and shareholders to help define key issues and
initiatives. The strategic plan identified multiple secular growth drivers, established
revenue and cost objective goals and defined capacity and personnel necessary to realize
our growth objectives. Besi’s development and successful execution of strategic initiatives
have favorably influenced our organizational development, competitive position and
financial performance in recent years.
Our key objectives to realize long-term sustainable value creation can be summarized as
follows:
Reward
shareholders
via capital
allocation policy
Exceed
challenging
sustainability
metrics for 2026
and 2030
Maintain best
in class
technology
leadership
Expand
presence in
wafer level
assembly
Acquire
companies with
complementary
technologies
and products
Increase
market
presence in
addressable
markets
Enhance
scalability
and reduce
structural costs
Strategic
Objectives
Through the realization of these strategic objectives, Besi seeks to:
• Increase revenue at rates exceeding the growth rate of the assembly equipment market.
• Reduce revenue volatility.
• Become a more efficient and profitable company with increased market share in those
segments of the assembly equipment market with the greatest long-term growth
potential.
• Enhance production scalability and flexibility to better serve customers and improve our
performance during semiconductor cycles.
• Achieve our strategic objectives responsibly for the benefit of all stakeholders, partners,
the environment and the local communities in which we operate.
• Be a good employer, focused on employee wellbeing and fostering a workplace culture
that encourages employees to grow and excel in their careers.
In addition, Besi wants to be a meaningful partner in the AI revolution and to further
advance information and communication technologies which can benefit sustainability
themes in the future.
The key financial and non-financial metrics of our business model are set forth in the chart
below:
KEY BUSINESS MODEL OBJECTIVES
Long-Term Target
Revenue € 1.5 - € 1.9 billion
Addressable market share 40%+
Gross margin 64-68%
Operating margin 40-55%
Scope 1 & 2 emissions Net Zero GHG by 2030
Global energy needs 100% from renewable sources
38
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Maintain best in class technology leadership
Besi aims to provide global semiconductor manufacturers, foundries and subcontractors
with a compelling value proposition consistent with market requirements and new product
development roadmaps. We seek to differentiate ourselves in the marketplace by means
of a technology-led product strategy that capitalizes on revenue opportunities in both
premium and mainstream assembly equipment markets. Besi enters such markets with
leading edge technology and products appealing to the first movers of the industry,
typically leading global semiconductor manufacturers and other advanced industrial end-
users. Upon commercial acceptance, we then attempt to maximize the return on product
investment through continued reduction in our systems’ cost of ownership so that they
appeal to a broader, more mainstream customer base and extend their product life cycle.
Mainstream customers are often Asian assembly subcontractors. Besi exits product
markets when its technology becomes commoditized and investment returns decrease. In
pursuing its product strategy, Besi uses its core competency to (i) enhance the sustainable
design of its systems, (ii) increase its revenue, addressable market and market share and
(iii) maximize the return on its technology investment.
Over the past five years, Besi has developed next generation die attach and packaging
systems with a particular emphasis on a new portfolio of wafer level assembly systems
facilitating heterogeneous 2.5D, 3D and chiplet device architectures for AI applications.
Efforts have focused on customer requirements for (i) increased accuracy, performance,
chip density and complexity, (ii) lower power consumption and heat dissipation, (iii) thinner
devices and higher levels of miniaturization, (iv) sustainable design to reduce material
consumption and increase energy efficiency and (v) shorter lead times, all at a lower
overall cost of ownership. In addition, we design enhanced versions of each product line
every one to two years to ensure that Besi’s systems maintain their technological
leadership in the areas of form factor, placement accuracy, reliability, throughput and
sustainability. Our technology efforts have also focused on leading edge interconnect
solutions for front-end manufacturing process technologies such as chip to wafer and chip
on chip die bonding as an important means of further extending Moore’s law.
In addition, Besi is re-engineering several of its existing product platforms to enhance
their sustainability and reduce their overall cost and manufacturing cycle time through
more standardized design and manufacturing processes. As part of the streamlining
process, we have incorporated common parts and common platforms for each successive,
next generation die bonding and packaging system with the objective of decreasing the
number of platforms for such products. This initiative will enable Besi to (i) enhance
sustainability via a reduced number of components and machine parts utilized per system,
(ii) decrease average component costs, (iii) greatly simplify design engineering, (iv) shorten
cycle times and (v) lower warranty expense. In addition, we implemented a Design-to-X
initiative to further promote sustainable design across our product portfolio. The objective
is to reduce our customer’s total cost of ownership while optimizing material consumption
and energy efficiency. In such ways, we expect to achieve enhanced labor, supply chain and
working capital efficiencies and lessen our products’ environmental impact.
Expand presence in wafer level assembly applications
A key strategic focus is the expansion of Besi’s penetration of both logic and memory
markets in the era of cloud and high-performance computing, AI and the Internet of
Everything of which advanced packaging plays a critical role. Toward this end, we
collaborate with Applied Materials, the leader in front-end wafer fabrication tools and
processes, to help promote the adoption of integrated hybrid bonding production lines
incorporating our hybrid bonding systems. Hybrid bonding represents the next evolution in
interconnect technology as the semiconductor market moves from substrate to sub-
micron accuracy wafer level assembly. Its adoption will also expand demand for other Besi
advanced packaging solutions such as Thermo Compression Bonding (“TCB”), multi module
die attach, embedded bridge die attach and advanced flip chip die bonding systems further
increasing the potential growth of our addressable market. Our advanced packaging
strategy was further enhanced by means of expanded collaboration this year with Applied
Materials to include the joint marketing to customers of integrated hybrid bonding
solutions and their purchase of a 9% ownership position in Besi.
At present, Besi has a leadership position in the development and sale of hybrid bonding
systems to the industry’s leading producers with cumulative orders of 150+ systems
received since its launch in 2021. An important focus of our strategic planning has involved
refinements to Besi’s organization and management structure in order to realize the
potential of this new revenue stream and other sub-micron placement accuracy die
bonding solutions while maintaining the exciting growth opportunities of our existing
advanced packaging portfolio. We significantly increased development staff in Austria and
Singapore and added service support in Taiwan and North America for new advanced
packaging and hybrid bonding production lines. We established cleanroom facilities in
Austria, Malaysia and Singapore over the past three years to accommodate future hybrid
bonding demand and customer process support. In addition, Besi opened a new 125,000
square foot Malaysian facility in 2023 and established a new production facility in Vietnam
in 2024 to expand our capabilities in alignment with customer roadmaps as many move
their operations from China to Southeast Asia. In 2025, we significantly expanded
cleanroom capacity and support capabilities for the production of hybrid bonding and TC
Next systems in both Malaysia and Singapore and increased our Vietnamese production
capabilities. We intend to dedicate additional management, development and production
resources to help ensure the success of such promising growth opportunities.
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Besi’s updated strategy for 2025–2029 was designed to strengthen our leadership in the
advanced packaging market. Multiple growth drivers were identified including expanded AI
deployment, infrastructure and use cases across our principal end-user markets, increased
investment in advanced packaging fabs globally and the further adoption by customers of
sub-micron accuracy assembly technologies such as hybrid bonding and advanced TCB.
The updated strategy also seeks to further strengthen our market presence, service and
support capabilities and competitive position to better capture growth opportunities from
the semiconductor industry’s move toward smaller geometries, heterogeneous integration,
chiplet adoption and increased device complexity. As a result of the plan update and
initiatives, we significantly increased our long-term revenue and profit targets with our
revenue target increasing from € 1 billion+++ to between € 1.5 - € 1.9 billion.
Increase market presence in addressable markets
Key to increasing our market presence and addressable market is the development of
close, strategic relationships with customers at the forefront of semiconductor technology
deemed critical to our technological leadership and growth. Besi’s customer relationships,
many of which exceed 50 years, provide us with valuable knowledge about semiconductor
assembly requirements as well as new opportunities to jointly develop assembly systems.
As such, they provide us with important insights into future market trends and opportunities
to broaden the range of products sold to customers.
In order to sustain close relationships with customers and generate new product sales,
Besi believes it is critical to maintain a significant presence in after-sales and service in
each of its principal markets. As such, Besi currently has 13 regional sales and service
offices in the Asia Pacific region, Europe and North America and a direct sales force and
customer service staff of approximately 250 people at year end. Consistent with the
migration of customers to Asia, we have strengthened our sales and customer service
activities in this region and have shifted a significant portion of our resources to countries
such as Singapore, China, Malaysia, Thailand, Taiwan, Korea and Vietnam. Further, we
centralized all global spare parts activities in one business unit based in Singapore to
increase customer satisfaction and efficiency. We plan to expand our Asian process
support, order fulfillment and field service capabilities over the next five years to better
serve a rapidly growing installed base of customers in the region. Similarly, we plan to
expand our sales, process support and field service capabilities in the United States over
the next five years to address the increased onshoring of semiconductor production in the
country.
We seek to increase long-term, sustainable revenue growth by expanding Besi’s
addressable markets and market presence via the following initiatives:
• Pick the Winners: Leverage our leadership position in substrate and wafer level assembly
technology to engage with customers at the forefront of leading edge applications.
• Expand market position profitably in wafer level assembly via our first mover advantage
in hybrid bonding as well as advanced packaging systems for 2.5D architectures.
• Provide new assembly solutions for next generation mobile, computing and automotive
applications in the areas of cloud and high-performance computing, generative AI, edge
computing, high bandwidth memory, silicon photonics, 5G/6G advanced network
compatibility, autonomous and electric vehicles and virtual and augmented reality.
• Create new assembly solutions for industrial Internet of Things and industrial power
conversion applications requiring the increased use of SiC and GaN devices.
• Achieve net zero greenhouse gas emissions in our operations by 2030 with respect to
Besi’s Scope 1 & 2 emissions and by 2050 for all Scopes of GHG emissions.
KEY STRATEGIC INITIATIVES
Organize Besi for
€ 1.5 - € 1.9 billion
revenue model
Partner with the
Winners 2.0
Accelerate cost
savings
Next level supply
chain and service
excellence
Expand leading
hybrid bonding
position
Capture
opportunities in
2.5D assembly
Expand share of
next generation
TCB
Grow silicon
photonics market
share
Exceed
sustainability
targets for 2030
Net Zero
GHG emissions
by 2050
Actions taken in 2025 to better position Besi for future, sustainable growth included the
following:
• Increased R&D investment by 9.0% versus 2024 which represented 13.7% of total revenue
• First production shipments to multiple customers of a new flip chip system with
higher accuracy and throughput for mainstream mobile and computing applications.
• Development of first sub-micron accuracy multi module die attach system for advanced
photonics assembly scheduled for introduction in the first half of 2026.
• Receipt of first flip chip system orders for CMOS Image Sensor (“CIS”) advanced
cameras.
• Completion of enhancements as per plan for next generation platforms in anticipation
of 2026 market upcycle.
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• Progress on wafer level, sub-micron accuracy assembly agenda:
• Hybrid bonding adoption grew to 150+ system orders cumulatively and 18 customers.
• Completed first hybrid bonding prototype system with 50 nm accuracy and increased
throughput.
• Installation of first integrated hybrid bonding production lines incorporating a total of
30 hybrid bonders.
• Expansion of TC Next adoption with production orders received from multiple
customers and end-user markets.
• Assembly capacity and support expanded:
• Doubled cleanroom capacity in Malaysia and advanced packaging support capabilities
in Singapore for hybrid bonding and TC Next production.
• Expanded Vietnam production capabilities.
• Increased wafer level assembly sales, service and customer support activities in
Taiwan and the United States.
• Realization of important sustainability initiatives:
• Significant progress achieved versus Besi’s 2026 sustainability targets.
• Successful preparation of ESRS-aligned report for second consecutive year.
• Scope 1 & 2 and 3 emission intensity ratios declined by 16.7% and 4.1%, respectively,
versus 2024.
• Reduction in absolute Scope 1 & 2 and 3 GHG emissions levels and fuel consumption.
• Design-to-X initiative significantly reduced energy consumption of three die attach
platforms. Full benefits expected to be realized in 2026.
• Improved sustainability ratings with Sustainalytics, S&P Global and CDP.
• Besi Netherlands gained ISO 45001 certification. Seven of eight Besi operations now
fully compliant.
• Employee survey indicated high levels of participation and engagement. Nine out of
ten categories at or above high-tech norm.
• Improvement in all supply chain engagement indicators versus 2024.
The expansion of Besi’s addressable markets and revenue potential will also be aided by
ongoing efforts to further improve our competitive cost position via strategic cost
reduction initiatives.
Enhance scalability and reduce structural costs
The semiconductor equipment market has become increasingly more volatile in recent
years due to heightened global economic uncertainty, trade tensions, changing end market
applications, more seasonal purchasing patterns and shorter lead times for delivery. In
response, Besi has fundamentally reorganized its global operations and management
structure to streamline operations, transfer production and supply chain activities to its
Asian operations, improve returns from its product portfolio, reduce break-even revenue
levels and increase through cycle profitability. European and North American headcount
was significantly reduced, inefficient operations closed and substantially all European
production and all tooling capacity transferred to our Malaysian and Chinese facilities. In
addition, Besi made strategic capital investments over the past two decades to expand
production, development, sales, service and administrative activities in Asia including
Singapore and Vietnam to better service a customer base that migrated from Europe to
Asia and more recently, from China to Southeast Asia. In 2025, approximately 76% of
revenue was derived from sales to Asian customer locations. We have also funded
expansions over the past decade of our Malaysian and Chinese production facilities,
Singapore development/sales and service center and Taiwanese and US sales/service
capabilities to better service our Asian customer base.
In the Besi operating model, all system production, sourcing, product applications
engineering, process and software support and tooling/spares operations take place at
our Asian locations. All product ownership and new product development remain at our
European operations. Only highly customized systems are produced in Europe. In recent
years, Besi has diversified its Asian manufacturing and engineering capabilities to further
drive cost reduction, increase capacity, technical and field service support and enhance
our local presence.
We have also actively developed and qualified local supply chains for each of our Malaysian
and Chinese operations which produce substantially all modules and sub-assemblies used
in our assembly and plating system production. The successful development of a flexible
Asian supply chain is an important factor in our profitable navigation of volatile
semiconductor equipment markets, high gross margins and low capital intensity. Strategic
initiatives were also implemented to (i) increase the scalability and flexibility of Besi’s
production model via the use of temporary Asian production personnel and the
establishment of high-quality Asian supply chain networks, (ii) further reduce European
facility space and fixed headcount and (iii) simplify and harmonize diverse manufacturing
and IT processes.
As a result, Besi has significantly reduced labor, material and overhead costs, improved
delivery times and inventory turnover and enhanced its local presence. We have also scaled
our operations on a timely basis in response to volatile industry trends over the past five
years while consistently improving gross margins. Increased scalability combined with
tight inventory control have also greatly expanded Besi’s cash generation capabilities and
market share potential. The Strategic Plan 2025-2029 identified a number of opportunities
to further reduce Besi’s structural costs by € 15 - € 30 million over the planning period.
Initiatives were developed to (i) realize further design efficiencies via common parts,
platforms and modules, (ii) expand our automation and AI efforts to improve productivity
and reduce labor costs and (iii) execute sustainability initiatives related to enhanced
resource efficiency.
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Exceed challenging sustainability metrics for 2026 and 2030
Besi has engaged in a new, more robust approach to managing and reporting on
sustainability impacts, risks and opportunities in recent years. We have also actively
promoted the integration of such topics into our long-term sustainable value creation
model. In 2020, we defined near and long-term goals, ambitions and activities for the next
decade whose adoption and acceptance have been well received by our organization and
stakeholders. In 2023, we initiated our CSRD compliance activities and implemented
various initiatives to ensure readiness on a timely basis including a Double Materiality
Assessment which was validated during a stakeholder engagement roadshow in 2024. The
assessment analyzed the impact of Besi on people and the environment as well as the
environmental and social-related risks and opportunities to which we are exposed. In
addition, we significantly expanded the scale and scope of our initiatives and reporting
activities. As a result, Besi has significantly enhanced its sustainability activities since
2019 including the development of various short- and long-term targets through 2050.
Since 2021, we have reduced Scope 1 & 2 emission intensity ratio by 13.9 points, fuel
consumption intensity ratio by 1.4 points and increased our energy from renewable sources
from 20% in 2021 to 99% in 2025. In addition, Besi met or exceeded substantially all its
sustainability target ratios set in 2022 for achievement in 2024, made significant progress
in 2025 to achieve 2026 target ratios and achieved further progress towards our goal of
reaching net zero greenhouse gas emissions in our operations by 2030, incorporating
Scope 1 & 2 emissions. Moreover, our sustainability ratings with the major publicly
recognized agencies such as Sustainalytics, S&P Global, ISS ESG, MSCI and CDP have
improved significantly since 2019 further underscoring our long-term progress towards
best practice metrics.
We expect to meet or exceed all 2026 sustainability milestones based on the successful
implementation of ongoing and new strategic initiatives developed as part of Besi’s
updated strategic plan for 2025-2029. This includes our Climate Transition Plan which
outlines Besi’s roadmap for investment in emission reduction activities and the
implementation of energy efficiency and renewable energy projects across our operations.
BESI’S SUSTAINABILITY STRATEGIC FRAMEWORK
Our pillars What we do Impacts, risks and opportunities Mitigating actions
Environmental
Factors
We build sustainability into our products and
operations to reduce Besi’s environmental
footprint and those of our suppliers and
customers
• Climate change mitigation
• Energy and renewable energy
• Renewable electricity procurement
• Sustainable design
• Supply chain engagement
• Low carbon transportation
Social Factors
We foster an inclusive and diverse culture
and support the safety, development and
wellbeing of our employees, and seek to
prevent negative impacts in our supply chain
• Human rights
• Working conditions
• Health and safety
• Inclusion and diversity
• Enforcement of company-wide and
supplier-focused policies
• Health and safety risk management
• Supply chain engagement and audit
Governance Factors
We act responsibly and ethically across our
value chain
• Anti-corruption and bribery
• Corporate culture
• Implementation of Anti-Corruption and
Bribery policy, Whistleblower procedure
and Grievance procedure
The Environmental Factors pillar of our sustainability strategy is focused on the impact of
our products, operations and supply chain on the environment and the risks and
opportunities related to climate change mitigation as well as energy and renewable
energy. In recent years, we have reduced the environmental impact of our production
operations through programs designed to:
• Reduce our carbon emissions via the purchase and production of renewable energy to
satisfy Besi’s electricity needs.
• Develop and adopt heating and cooling solutions reliant on renewable energy sources.
• Encourage the use of renewable energy by our customers and suppliers.
• Reduce energy consumption through the procurement of low-carbon products and
services.
• Emphasize sustainable design in new product development.
• Transition company-owned vehicles from internal combustion engines to electric
vehicles or vehicles operating on sustainable fuels.
Our Social Factors pillar is based on the impacts, risks and opportunities related to four
priorities: (i) working conditions, (ii) health and safety, (iii) inclusion and diversity and
(iv) human rights. In addition, Besi strives to employ high social and ethical standards with
competitive employment terms and pay scale. A high level of employee satisfaction is a
basic precondition to achieve our revenue and profit growth objectives.
Our Governance Factors pillar consists of two main impacts, risks and opportunities:
(i) anti-corruption and bribery and (ii) corporate culture. We are committed to the UN
Universal Declaration of Human Rights, adhere to ethical standards and expect the same
commitment from key stakeholders, particularly across Besi’s supply chain. To this end,
we strive to have a positive impact on the communities and countries in which we operate
via charitable activities, responsible tax practices and active engagement with our
employees and suppliers.
SUSTAINABILITY OBJECTIVES
2026 INTERIM TARGETS 2030 TARGETS
85% renewable sources for
global energy needs
100% renewable sources for
global energy needs
75% reduction in Scope 1 & 2
carbon emissions
Net Zero Scope 1 & 2 carbon
emissions
15% reduction in Scope 3
carbon emissions
20% reduction in Scope 3
carbon emissions
Above-benchmark employee
engagement
Achieve revenue objectives with
lower environmental impact
80% vendors to sign GWA
and GPC
85% vendors to sign GWA
and GPC
NET ZERO BY 2050
The scale of climate change and the energy transition related thereto have also
increased our focus on their potential sustainability impacts and our role in limiting
their adverse effects on our business, employees and communities. We adjusted our
long-term sustainable value creation model to incorporate Besi’s impact on the
environment and communities as well as intellectual, industrial and financial capital.
Further, we have launched several sustainable design initiatives focused on design-to-
cost, quality and sustainability via the utilization of our intellectual capital. Such
initiatives have been focused on upgraded versions of Besi’s mainstream die bonding
product lines as well as new wafer level assembly platforms such as hybrid bonding and
advanced TCB systems. We expect these activities to bring value to our customers in
terms of better yield, throughput, energy conservation and efficiency, lower material
consumption and total cost of ownership. In addition, we have invested in the
development of more environmentally friendly products and services to help customers
operate more efficiently both in terms of environmental impact and cost savings.
Toward this end, we developed an initiative named Design-to-X in 2023 as part of a
strategic plan review. This initiative combines Design-to-Cost and Design-to-
Sustainability concepts to identify sustainability improvement opportunities in all
product groups while reducing the cost of many mature die attach and packaging
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platforms. In 2024, Besi conducted a resource consumption analysis for its generation
1/1+ hybrid bonding system and created a roadmap to achieve up to 10% potential
energy reduction savings for four die attach product lines. As a result, there has been a
cumulative energy consumption reduction since 2023 for three die attach platforms
including 5.0% for flip chip, 7.1% for soft solder and 6.9% for multi module die bonding
system platforms. In addition, we have set cumulative energy consumption reduction
targets of 7.4% for our multi module die attach and 7.1% for epoxy die bonding systems
through 2026.
For more information on Besi’s sustainability priorities, performance and targets, please
refer to the Sustainability Statement in this Annual Report.
Acquire companies with complementary technologies and products
It is critically important to identify and incorporate new technologies on a timely and
continuous basis in order to provide customers with leading edge process solutions. As a
result, Besi actively identifies and evaluates acquisition candidates that can assist us in
(i) increasing process technology leadership, (ii) profitably increasing our market presence
in those assembly markets with the greatest long-term potential such as wafer level
packaging, (iii) enhancing the productivity and efficiency of our Asian manufacturing
operations and (iv) growing less cyclical, non-system related revenues from tooling, spares
and service.
Besi has made four important acquisitions over the past three decades which have
significantly expanded our advanced packaging strategy:
• RD Automation (USA) was acquired to advance Besi’s product strategy into the front-end
of the assembly process with the addition of flip chip capabilities.
• Laurier (USA) was acquired to add intelligent die sorting capabilities into our product
range.
• Datacon (Austria) was acquired to further extend our presence in the flip chip and die
bonding equipment markets and increase our customer market presence.
• Esec (Switzerland) was acquired to expand Besi’s position in the mainstream die bonding
market.
The successful execution and integration of such acquisitions have helped create a leader
in the die bonding segment of the assembly equipment market.
Reward shareholders via capital allocation policy
The successful execution of Besi’s strategic plan and long-term sustainable value creation
model has significantly benefited shareholders. Attractive financial metrics have been
achieved in gross, operating and net margins. Our addressable market share has also
increased. In addition, Besi’s capital allocation plan has resulted in the return to
shareholders of € 2.4 billion since 2011 in the form of dividends and share repurchases
(including the dividend proposed for 2025). Such distributions represented 33.5% of our
aggregate revenue during such period of which € 254.8 million was distributed in 2025.
Profit generation and capital allocation also resulted in a return on average equity of 28.7%
in 2025 even despite an extended industry downturn. Finally, shareholders have benefited
from an investment in Besi by an increase of 155%, 216% and 2,076%, respectively, over the
past three, five and ten years in their total shareholder return (share price appreciation
plus dividends).
Besi Vietnam team building day.
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Financial Review
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General
BE Semiconductor Industries N.V. (“Besi” or the “Company”) is engaged in one line of
business, the development, manufacturing, marketing, sales and service of semiconductor
assembly equipment for the global semiconductor and electronics industries. Since we
operate in one segment and in one group of similar products and services, all financial
segment and product line information can be found in the Financial Statements.
Besi’s revenue and results of operations depend in significant part on the level of capital
expenditures by semiconductor manufacturers, which in turn depends on the current and
anticipated market demand for semiconductors and for products utilizing semiconductors.
Demand for semiconductor devices and expenditures for the equipment required to
assemble semiconductors is highly cyclical, depending in large part on levels of demand
worldwide for computing, mobile internet, automotive and industrial end-user markets as
well as the production capacity of global semiconductor manufacturers. Furthermore, a
rise or fall in the sales levels of semiconductor equipment typically lags any downturn or
recovery in the semiconductor market due to the lead times associated with the production
of semiconductor equipment.
In recent years, Besi has experienced significant upward and downward movements in
quarterly order rates due to global macroeconomic concerns, trade tensions and the
COVID-19 pandemic. Some customer order patterns and end-user application revenue have
become more seasonal due to the growing influence of more retail-oriented electronics
applications in the overall demand for semiconductor devices such as smartphones,
tablets, wearable devices, gaming consoles and automotive electronics. Order patterns
have been characterized typically by an upward ramp in the first half of the year to build
capacity for anticipated year end demand followed by a subsequent decline in the second
half of the year as capacity additions are digested by customers. The rise of AI-related
equipment orders for datacenter and photonics applications has moderated some of Besi’s
historical seasonality. Volatile global macroeconomic conditions and seasonal influences
have also contributed to the significant upward and downward movements in our quarterly
and semi-annual revenue and net income.
Besi’s revenue is generated primarily by shipments to the Asian manufacturing operations
of leading European, North American and Asian Independent Device Manufacturers
(“IDMs”) and Taiwanese, Chinese, Korean, Japanese and other Asian foundries and
THROUGH CYCLE REVENUE AND GROSS MARGIN TRENDS
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 20202019 2025202420232022202120182017
€ millions Gross Margin
800
700
600
500
400
300
200
100
0
70%
60%
50%
40%
30%
20%
10%
0%
Revenue Gross Margin Revenue 4-year average Gross margin weighted 4-year average
34.1%
39.7%
302
51.1%
424
516
58.3%
625
191
351
379
593
749
591
63.5%
164
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subcontractors. Sales to individual customers tend to vary significantly from year to year
depending on global economic conditions generally and the specific capital expenditure
budgets, new product introductions, production capacity and packaging requirements of
its customers. For the year ended December 31, 2025, no customer represented more than
10% of our revenue and the largest ten customers accounted for approximately 44% of
revenue. In addition, we derive a significant portion of our revenue from products that have
an average selling price in excess of € 400,000 and that have lead times of approximately
4-12 weeks between the initial order and delivery of the product. The growth of Besi’s sub-
micron accuracy wafer level assembly systems such as hybrid bonding and TC Next will
increase Besi’s average sales prices and lead times for our systems. Such products range
in price from € 2 million to € 3.5 million currently with lead times ranging between 6 and
9 months due to their complexity. Besi only recognizes orders upon receipt and acceptance
of a firm purchase order. The timing and recognition of revenue from customer orders can
cause significant fluctuations in operating results from quarter to quarter.
Corporate and financial structure
Besi’s corporate organization consists of a Dutch holding company in which shareholders
own ordinary shares and a network of wholly owned subsidiaries located globally which
incorporate its product group business activities and operating facilities. Please refer to
Shareholder Information in this Annual Report for an overview of our largest shareholders.
In general, Besi funds its operations through available cash on hand, cash generated from
operations and, in some instances, funds the operations of its subsidiaries through
intercompany loans, borrowings under its bank lines of credit and financing from external
markets. The working capital requirements of its subsidiaries are affected by the receipt of
periodic payments on orders from its customers. Although its subsidiaries occasionally
receive partial payments prior to final installation, initial payments generally do not cover
a significant portion of the costs incurred in the manufacturing of such systems which
requires Besi to finance its system production with internal resources and, in certain
instances, via bank financing.
Currency exposure
Besi’s reporting currency is the euro. In 2025 and 2024, our euro-denominated revenue
represented 28% and 29% of total revenue, respectively, while euro-denominated costs
and expenses represented 37% and 37%, respectively. As seen in the following table, the
substantial majority of Besi’s revenue is denominated in US dollar while in 2025, its costs
were denominated in a variety of European and Asian currencies. In 2025, 62% of our
costs and expenses were denominated in Malaysian ringgit and euro. The remainder of
our costs were primarily represented by the Chinese renminbi, Singapore dollar, US dollar
and Swiss franc. Besi seeks to manage its exposure to currency fluctuations in part by
hedging firmly committed orders denominated in US dollar and, in part, by hedging net
exposures in its principal transaction currencies. Costs for hedging sales contracts and
any ineffectiveness therefrom are recorded in the line item financial income (expense), net
in Besi’s Consolidated Statement of Operations.
In % of revenue
2025 2024 2023
US dollar 72% 71% 75%
Euro 28% 29% 25%
Total 100% 100% 100%
In % of costs and expenses
2025 2024 2023
Euro 37% 37% 32%
Malaysian ringgit 25% 22% 23%
Chinese renminbi 12% 12% 15%
Singapore dollar 9% 10% 10%
Swiss franc 8% 9% 8%
US dollar 6% 8% 8%
Other 3% 2% 4%
Total 100% 100% 100%
Given changes in the foreign currency composition of its revenue, costs and expenses,
Besi’s results of operations can be affected by fluctuations in the value of, and relationships
between, the euro, the US dollar, Malaysian ringgit, Swiss franc, Chinese renminbi,
Singapore dollar and Vietnamese dong. In 2025, our results of operations were unfavorably
influenced primarily by the significant decrease in the value of the US dollar versus the
euro. Besi’s costs denominated in Malaysian ringgit, Chinese renminbi and Vietnamese
dong can vary on an annual basis depending on the number of units produced at each
location.
Tax
Besi’s global tax policy views taxation, including the payment and collection of taxes, as
an integral part of its business and an important part of its social responsibility and
contribution to society. Besi’s tax policy follows the principle of responsible tax practices
whereby Besi’s legitimate interests, reputation and corporate social responsibility are
taken into consideration. In this respect, the interests of all stakeholders are taken into
consideration including customers, shareholders, local governments and the communities
and countries in which Besi operates. Besi’s global tax policy is annually updated and
approved by the Board of Management.
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Besi’s tax policy consists of the following principles:
• We commit to paying taxes on time and in accordance with all applicable laws and
regulations.
• Our tax policy follows Besi’s business. As such, our profits are allocated to the countries
in which business value is created, taxes are paid and where factual economic activities
are executed. In addition, all transactions must have a business rationale.
• Intra-group transactions are entered into on an arm’s length basis and adhere to the
guidelines issued by the Organization for Economic Co-operation and Development
(“OECD”).
• We strive to comply with the letter and spirit of applicable tax laws and regulations and
are guided by relevant international standards.
• We seek a competitive, stable, sustainable and explainable effective corporate tax rate
whereby tax incentives and subsidies are used. Any tax optimization must be based on
opportunities provided by law or case law and must be aligned with our business and
objectives.
• Besi does not undertake transactions whose sole purpose is to create an abusive tax
result. In addition, Besi does not use artificial tax structures in tax haven jurisdictions as
defined by the OECD.
• We seek to establish and maintain an open and constructive dialogue with tax authorities
and other government bodies in all jurisdictions where we operate based on the
disclosure of all relevant facts and circumstances. We discuss important fiscal aspects
upfront with the relevant tax authorities if questions arise as to proper taxation policy.
We also seek rulings from tax authorities to confirm the applicable treatment. In the
Netherlands and Switzerland, jurisdictions where Besi has substantial operations, we
engage with the Tax Authorities through regular meetings, telephone calls and other
correspondence.
Quarterly results of operations
(€ millions)
1
Q1 Q2 Q3 Q4
2025
Total Q1 Q2 Q3 Q4
2024
Total
Revenue 144.1 148.1 132.7 166.4 591.3 146.3 151.2 156.6 153.4 607.5
Orders 131.9 128.0 174.7 250.4 685.0 127.7 185.2 151.8 121.9 586.7
Net income 31.5 32.1 25.3 42.8 131.6 34.0 41.9 46.8 59.3 182.0
1
Numbers may not reconcile due to rounding.
Besi’s progress in 2025 reflected the favorable influence of increased AI spending on our
business development. For the year, revenue decreased by 2.7% principally due to an
extended assembly market downturn which continued to adversely affect Besi’s mobile,
automotive and industrial end-user markets throughout the year. Orders grew by 16.8%,
due to significantly increased demand for flip chip and multi module die attach systems by
Asian subcontractors for AI-related computing and photonics applications, particularly in
the second half of 2025. In fact, second half year orders increased by 63.6% versus the first
half year driven primarily by increased demand by Chinese subcontractors for AI
applications, renewed capacity purchases for photonics applications and significant hybrid
bonding orders from multiple customers in the fourth quarter of the year.
For the year, revenue of € 591.3 million decreased by 2.7% versus 2024 due to lower
shipments for mobile, automotive and industrial end-user markets as a result of ongoing
weakness in overall assembly markets. We continued to maintain attractive levels of
profitability with gross, operating and net margins of 63.3%, 29.3% and 22.3%, respectively,
in 2025 primarily due to the close alignment of our operating model with lower mainstream
assembly market demand and the benefits of strategic cost initiatives. We achieved net
income of € 131.6 million this year, a decrease of 27.7% versus 2024, primarily due to
(i) lower gross margins realized primarily from a significant reduction in the value of the US
dollar versus the euro, (ii) increased development spending in support of our wafer level
assembly product development, (iii) higher interest expense, net due to the full year effect
of our € 350 million Senior Notes issuance in July 2024 and (iv) a higher effective tax rate.
QUARTERLY REVENUE AND GROSS MARGIN TRENDS
80%
75%
70%
65%
60%
55%
50%
200
150
100
50
0
Q1-24 Q2-24 Q3-24 Q4-25Q4-24 Q1-25 Q2-25 Q3-25
63.6%
63.3%
62.2%
63.9%
144.1
148.1
132.7
166.4
67.2%
65.0%
64.7%
64.0%
146.3
151.2
156.6
153.4
€ millions Gross Margin
Revenue Gross Margin
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2025 compared to 2024
Set forth below is a summary of our key income statement highlights for 2025 versus 2024:
(€ millions, except %)
1
Year ended December 31, Change
2025
% revenue
2024
% revenue
2025/2024
% points
Revenue 591.3 100.0% 607.5 100.0% –
Cost of sales 217.1 36.7% 211.6 34.8% 1.9
Gross profit 374.3 63.3% 395.9 65.2% (1.9)
SG&A expenses 120.2 20.3% 126.0 20.7% (0.4)
R&D expenses 81.0 13.7% 74.3 12.2% 1.5
Total operating expenses 201.2 34.0% 200.4 33.0% 1.0
Operating income 173.1 29.3% 195.6 32.2% (2.9)
Financial expense, net 19.1 3.2% 7.1 1.2% 2.0
Income before income taxes 153.9 26.0% 188.5 31.0% (5.0)
Income taxes 22.3 3.8% 6.5 1.0% 2.8
Net income 131.6 22.3% 182.0 30.0% (7.7)
Effective tax rate 14.5% 3.5%²
1
Numbers may not reconcile due to rounding.
2
Effective tax rate in 2024 was 13.1% excluding € 18.2 million of net tax benefits.
Revenue/Orders
(€ millions) Year ended December 31, % Change
2025 2024 2025/2024
Revenue 591.3 607.5 (2.7%)
Orders 685.0 586.7 16.8%
IDM 290.1 321.6 (9.8%)
Foundries/Subcontractors 394.9 265.1 49.0%
Besi’s revenue of € 591.3 million in 2025 decreased by € 16.2 million, or 2.7%, versus 2024
due to lower shipments for mobile, automotive and industrial end-user markets. Such
weakness was partially offset by increased shipments to Asian subcontractors for
datacenter and photonics applications. In contrast, Besi’s orders of € 685.0 million
increased by 16.8% versus 2024 due to strength in AI-related 2.5D demand for datacenter
applications by Asian subcontractors and renewed capacity purchases by customers for
photonics applications. Order growth accelerated in the second half year, aided as well by
a large increase in hybrid bonding orders for logic applications in the fourth quarter.
Bookings by IDMs and foundries/subcontractors represented approximately 42% and 58%,
respectively, of total orders in 2025 versus 55% and 45%, respectively, in 2024. The increase
in orders by foundries/subcontractors was related to significant growth in demand by
Asian subcontractors in the second half of the year.
Revenue and orders in each of the past two years were not adversely affected by trade
restrictions and regulations resulting from geopolitical tensions.
ORDER TRENDS
1,000
800
600
400
200
0
2021 2022 2023 2024 2025
586.7
€ millions
55%
45%
42%
58%
939.1
55%
55%
45%
45%
663.7
52%
48%
548.3
685.0
IDMs Foundries/Subcontractors (includes foundries as of financial year 2024)
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INFORMATION
Gross profit
Besi’s gross profit decreased by € 21.6 million, or 5.5 %, versus 2024 due to lower revenue
and lower gross margins realized. Besi’s gross margin of 63.3% decreased by 1.9 points
versus 2024 due primarily to a significant decrease in the value of the US dollar versus the
euro in the first half year.
Selling, general and administrative expenses
Total SG&A expenses decreased by € 5.8 million, or 4.6%, versus 2024. The decrease was
due to a € 13.7 million decrease in share-based compensation expense as a result of the
new Remuneration Policy, partially offset by increased marketing, technical support and
personnel necessary to support the growth of Besi’s wafer level assembly portfolio and
higher consulting expenses related to Besi’s strategic planning review. As a percentage of
revenue, SG&A expenses decreased from 20.7% in 2024 to 20.3% in 2025.
QUARTERLY OPERATING EXPENSE TRENDS
Baseline Opex % of Revenue
60
50
40
30
20
10
0
50%
45%
40%
35%
30%
25%
20%
15%
10%
5%
0%
Q1-24 Q2-24 Q3-24 Q4-24 Q1-25 Q2-25 Q3-25 Q4-25
€ millions Baseline Opex as % of Revenue
43.6
44.5
42.5 42.1
52.5
30.3%
50.2
30.0%
48.5
32.0%
25.3%
8.9
5.7
6.0
7.9
50.0
36.4
40.0
40.5
42.8
57.6
24.9%
49.0
26.5%
46.2
25.9%
27.9%
21.2
9.0
5.7
4.8
47.6
Baseline Opex Other Opex*
* Other Opex includes both short-term and long-term incentive compensation, restructuring costs, net R&D capitalization/
amortization and certain one-time items including strategic consulting costs.
Research and development expenses
Besi’s R&D spending is primarily focused on advancing its leadership position in advanced
packaging and wafer level assembly and upgrades to its existing product portfolio on a
regular basis. Spending can vary from year to year depending on specific customer
roadmaps and the timing of new device introductions. The components of research and
development expenses for the years ended December 31, 2025 and 2024, were as follows:
(€ millions)
1
Year ended December 31,
2025 2024
Research and development expenses, gross 87.7 78.7
Amortization of capitalized development expenses 18.9 15.0
Impairment 0.3 -
Capitalization of development expenses (26.0) (19.4)
Research and development expenses as reported 81.0 74.3
1
Numbers may not reconcile due to rounding.
In 2025, R&D expenses of € 81.0 million increased by € 6.7 million, or 9.0%, versus 2024,
due to increased development costs primarily related to a variety of new product
introductions in Besi’s Die Attach product group. Key development efforts this year were
focused primarily on (i) enhancements to our sub-micron accuracy hybrid bonding systems
for logic, memory and co-packaged optics applications, (ii) advanced, chip to wafer TCB
systems for logic, memory and photonics applications, (iii) next generation flip chip and
multi module die attach systems for increased penetration of mainstream mobile and
computing applications and advanced photonics markets and (iv) the successful completion
of enhancements of next generation mainstream die bonding, packaging and plating
platforms in anticipation of a 2026 market upcycle. As a percentage of revenue, R&D
expenses increased to 13.7% in 2025 versus 12.2% in 2024. Similarly, gross R&D expenses
(excluding the impact of R&D capitalization, amortization and impairment) of € 87.7 million
increased by 11.4% versus 2024 and represented 14.8% of revenue.
Operating income
Our operating income in 2025 of € 173.1 million decreased by 11.5% versus 2024 principally
due to a 2.7% decrease in revenue and lower gross margins realized as well as increased
research and development spending, partially offset by a 4.6% decrease of SG&A expenses
resulting from lower share-based compensation expense. As a result, Besi’s operating
margin declined from 32.2% to 29.3%.
50
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Financial expense, net
The components of financial expense, net, for the years ended December 31, 2025 and
2024, were as follows:
(€ millions)
1
Year ended December 31,
2025 2024
Interest income 14.0 17.3
Interest expense (25.1) (16.7)
Interest income (expense), net (11.1) 0.6
Net cost of hedging (8.6) (6.9)
Net foreign exchange effects 0.5 (0.8)
Financial income (expense), net (19.1) (7.1)
1
Numbers may not reconcile due to rounding.
Net financial expense of € 19.1 million increased by € 12.0 million versus 2024 primarily due
to increased interest expense for a full year related to the issuance in July 2024 of
€ 350 million of 4.50% Senior Notes due 2031. Besi’s exposure to upward interest rate
movements on our external funding is limited given the fixed interest rates on our
Convertible and Senior Notes outstanding which represent substantially all of Besi’s
current debt outstanding.
Income taxes
Besi recorded income tax expense of € 22.3 million in 2025 versus € 6.5 million in 2024 due
to a significant increase in our effective tax rate to 14.5% versus 3.5% in 2024 primarily due
to the recognition of € 18.2 million in net tax benefits in 2024. Excluding such tax benefits,
Besi’s effective tax rate for 2024 would have been 13.1%.
Net income
Besi’s net income of € 131.6 million in 2025 decreased by 27.7% versus 2024 and its net
margin decreased from 30.0% to 22.3% primarily due to lower revenue and gross margins
as well as increased research and development spending, interest expense, net and a
higher effective tax rate.
QUARTERLY NET INCOME TRENDS
70
60
50
40
30
20
10
0
Q1-24 Q2-24 Q3-24 Q4-24 Q1-25 Q2-25 Q3-25 Q4-25
21.9%
21.6%
19.0%
25.7%
31.5
32.1
25.3
42.8
23.2%
27.7%
29.9%
38.7%
34.0
41.9
46.8
59.3
€ millions Net Margin
10%
20%
30%
40%
50%
60%
Net Income Net Margin
Balance sheet, cash flow development and financing
Cash flow
In 2025, Besi generated cash flow from operations of € 178.1 million which along with cash,
cash equivalents and deposits outstanding, was utilized for the following principal
purposes:
• € 172.8 million of cash dividends were paid to shareholders.
• € 82.0 million of ordinary shares were repurchased and held in treasury.
• € 26.0 million of development expenses were capitalized.
• € 21.0 million of capital expenditures including the acquisition of investment property.
In addition, cash, cash equivalents and deposits of € 543.0 million at December 31, 2025,
decreased by 19.2% versus year end 2024 primarily due to our capital allocation of
€ 254.8 million in 2025 in the form of dividends and share repurchases which exceeded
cash flow from operations of € 178.1 million. Similarly, our year end net cash position of
€ 36.0 million (defined as cash, cash equivalents and deposits less total debt) decreased
by € 107.8 million versus year end 2024 which also included the conversion into equity of
€ 23.3 million carrying value of Besi’s 2020 Convertible Notes.
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CASH FLOW GENERATION TRENDS
300
250
200
150
100
50
0
2021 2022
2025
20242023
33.1%
201.137.1%
30.1%
277.9
37.6%
271.9
36.0%
208.6
178.1
€ millions % of Revenue
45%
40%
35%
30%
25%
20%
Total Cash Flow from Operations As % of Revenue
Working capital
Besi’s working capital (excluding cash and debt) decreased by € 2.2 million, or 1.4%, to
reach € 159.7 million at December 31, 2025. As a percentage of revenue, working capital
increased to 27.0% at year end 2025 versus 26.7% at year end 2024.
Capital expenditures
Capital expenditures of € 21.0 million including the acquisition of investment property
increased by € 8.9 million as compared to 2024 levels primarily related to the purchase of
our Duiven facility in the Netherlands for € 15.7 million and the completion of Besi’s
Singapore cleanroom facility. We anticipate that capital expenditures will range between
€ 10 and € 12 million in 2026 primarily associated with the start of construction of a new
Vietnamese production facility.
Financing
At December 31, 2025, we had € 507.0 million of total indebtedness of which € 162.3 million
related to our 1.875% Senior Unsecured Convertible Notes due April 2029 with a principal
amount of € 175 million and € 344.7 million related to our € 350.0 million principal amount
of 4.50% Senior Notes due 2031. No other indebtedness was outstanding at such date
including amounts owed under Besi’s bank lines of credit.
Bank lines of credit
At December 31, 2025, Besi and its subsidiaries had available bank lines of credit aggregating
€ 97.9 million. At such date, utilization under the lines aggregated € 2.5 million related to
bank guarantees. In general, interest is charged at EURIBOR or ESTR/SOFR plus an
increment. Our principal credit facility agreements include covenants requiring Besi and/or
its subsidiaries to maintain certain financial levels or financial ratios. Besi and all its
applicable subsidiaries were in compliance with all loan covenants at December 31, 2025.
Besi’s lines of credit at December 31, 2025 included an € 80 million revolving credit facility
with a consortium of European banks. This facility was renewed on January 7, 2026 with
two European banks in an amount of € 40 million which can be expanded to
€ 80 million at the Company’s option. Interest rates on borrowings under Besi’s lines of
credit vary per currency and the level of cash balances outstanding and borrowings utilized.
It ranks pari passu with the Convertible Notes and Senior Notes and is secured by
guarantees from certain operating subsidiaries. Borrowings can be used for working capital
and other corporate purposes and be repaid at any time at 100% of principal amount. The
principal covenants associated with the facility include a maintenance test of consolidated
debt to equity and a limitation on the incurrence of additional permitted indebtedness.
Issuance of Convertible Notes and Senior Notes
On December 6, 2017, Besi issued € 175 million principal amount of 0.5% Senior Unsecured
Convertible Notes due December 2024 (the “2017 Convertible Notes”). During 2024, the
remaining € 3.2 million principal balance outstanding was converted into approximately
70,000 shares. On August 5, 2020, Besi issued € 150 million principal amount of 0.75%
Senior Unsecured Convertible Notes due August 2027 (the “2020 Convertible Notes”).
During 2024, € 125.9 million principal balance outstanding of the 2020 Convertible Notes
was converted into approximately 2,572,000 shares. During 2025, the remaining
€ 24.1 million principal balance outstanding was converted into 498,603 shares.
On April 6, 2022, Besi issued € 175 million principal amount of 1.875% Senior Unsecured
Convertible Notes due April 2029 (the “2022 Convertible Notes”). The 2022 Convertible
Notes will be repaid at maturity at 100% of their principal amount plus accrued and unpaid
interest or, if converted, into approximately 1.5 million ordinary shares at a conversion
price of € 115.50 (subject to adjustment). Besi may redeem the outstanding 2022 Convertible
Notes at 100% of their principal amount after April 27, 2026 provided that the market value
of our ordinary shares exceeds 130% of the then effective conversion price for a specified
period of time. In the event of a change of control (as defined), each noteholder will have
the right to require Besi to redeem all (but not less than all) of its Convertible Notes at
100% of their principal amount together with accrued and unpaid interest thereon.
In addition, the 2022 Convertible Notes may be redeemed at the option of the holder on
April 6, 2027 at their principal amount plus accrued interest.
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The terms and conditions governing the Convertible Notes contain no incurrence tests nor
maintenance covenants which could materially limit Besi’s ability to conduct its operations
in the normal course. The Convertible Notes were privately offered to institutional
investors and are listed on the Deutsche Börse’s Freiverkehr market.
On July 17, 2024, Besi issued € 350.0 million principal amount of 4.500% Senior Notes due
2031 (the “2024 Senior Notes”). The 2024 Senior Notes are senior, unsecured obligations of
the Company, rank pari passu with our 2022 Senior Unsecured Convertible Notes and will
be repaid at maturity at 100% of their principal amount plus accrued and unpaid interest.
Besi may redeem the outstanding 2024 Senior Notes on or after January 15, 2031 at 100%
of their principal amount plus accrued and unpaid interest, or prior to this date at 100% of
their principal amount plus a “make-whole” premium plus accrued and unpaid interest
subject to giving a minimum of 10 days’ and a maximum of 60 days’ prior notice to
Bondholders. In the event of a change of control (as defined), each noteholder will have
the right to require Besi to redeem all or any part of its 2024 Senior Notes at 101% of their
principal amount together with accrued and unpaid interest thereon.
The terms and conditions governing the 2024 Senior Notes contain no incurrence tests nor
maintenance covenants which could materially limit Besi’s ability to conduct its operations
in the normal course. The Senior Notes were privately offered to institutional investors
and are listed on The International Stock Exchange market.
Capital allocation
Besi’s capital allocation policy seeks to provide a current return to shareholders in the
form of cash dividends and share repurchases while retaining a capital base sufficient to
fund future growth opportunities.
Dividends
Besi’s dividend policy considers the payment of dividends on an annual basis based upon
(i) a review of its annual and prospective financial performance, liquidity and financing
needs, the prevailing market outlook and Besi’s strategy, market position and acquisition
strategy and/or (ii) a dividend payout ratio in the range of 40-100% relative to net income
to be adjusted accordingly if the factors referred to under (i) so require.
Due to Besi’s earnings and cash flow generation in 2024, the Board of Management
proposed, and Besi paid, a cash dividend to shareholders of € 2.18 per share which resulted
in cash payments to shareholders of € 172.8 million in 2025.
Due to Besi’s earnings and cash flow generation in 2025, the Board of Management will
propose a cash dividend to shareholders of € 1.58 per share for approval at Besi’s Annual
General Meeting of Shareholders to be held on April 23, 2026.
The payments for the year 2024 and proposed for the year 2025 represent a dividend payout
ratio relative to net income of 95% for each year.
DIVIDEND TRENDS
3.50
3.00
2.50
2.00
1.50
1.00
0.50
0.00
100%
95%
90%
85%
80%
75%
70%
65%
60%
2021 2022 2023 2024 2025 proposal
Dividend (€) Dividend Payout Ratio
95% 95%95%
2.18
1.58
92%
2.85
97%
2.15
3.33
Dividend per share
Dividend Payout Ratio
Cumulative dividends of € 1.7 billion since 2011, or € 21.54 per share*
* Calculated on Basic EPS. Includes value of both cash and stock dividends. Includes proposed dividend for approval at the
AGM on April 23, 2026.
Share repurchase program
On August 31, 2024, Besi announced a € 100 million share repurchase program effective
September 1, 2024. Under the program, Besi repurchased a total of 870,825 of its ordinary
shares between September 1, 2024 (inception) and October 21, 2025 (completion) at an
average price of € 114.83, representing an aggregate amount of € 100 million. On October
23, 2025, Besi announced a new € 60 million share repurchase program effective October
24, 2025. The program is aimed at general capital reduction purposes and to help offset
dilution related to Besi’s Convertible Notes and shares issued under employee stock plans.
It is funded using Besi’s available cash resources and expected to be completed by October
2026. Besi repurchased a total of 83,323 of its ordinary shares between October 24, 2025
(inception) and December 31, 2025 under the new plan at an average price of € 135.31
representing an aggregate amount of € 11.3 million.
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In 2025, Besi repurchased a total of 692,404 of its ordinary shares representing an
aggregate amount of € 82.0 million versus 635,348 of its ordinary shares repurchased in
2024 representing an aggregate amount of € 79.8 million.
At present, Besi has shareholder authorization to repurchase up to 10% of its issued share
capital (approximately 8.1 million shares) until October 23, 2026. At December 31, 2025,
Besi held approximately 1.9 million shares in treasury equal to approximately 2.3% of its
ordinary shares outstanding.
SHARE REPURCHASE ACTIVITY
250
200
150
100
50
0
2021 2022 2023 20252024
€ 125.53
€ millions Avg Cost per Share (€)
160.00
140.00
120.00
100.00
80.00
60.00
40.00
20.00
0.00
79.8
€ 118.26
82.0
€ 69.84
€ 54.38
50.1
146.8
€ 83.40
213.4
Share Repurchases
Average Cost per Share
• Approximately 1.9 million treasury shares at December 31, 2025, representing 2.3% of shares outstanding.
• 79.3 million shares outstanding at December 31, 2025, net of treasury.
Besi believes that its cash position, internally generated funds and available lines of credit
will be adequate to meet its anticipated levels of capital spending, research and
development, debt service requirements, working capital and capital allocation policy for
at least the next twelve months.
Besi APac’s Module Assembly team.
Sustainability Statement
A year of progress 55
Basis for preparation of Sustainability Statement 56
Environment 80
Social 104
Governance 123
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Sustainability Statement
A year of progress
Besi has significantly increased its sustainability-related activities and reporting since
2019 including the development of various short- and long-term targets through 2050. We
are pleased with our sustainability-related achievements as measured by significant
improvements in each of our three principal process pillars including Scope 1 & 2 and 3
emissions, fuel consumption, renewable energy usage, sustainable product design and
supply chain as well as personnel topics such as employee engagement and training.
Decoupling Besi’s growth from our greenhouse gas emissions has been one of our key
objectives in recent years. In fact, since 2019, we have reduced Scope 1 & 2 emission
intensity ratio by 98%, fuel consumption intensity ratio by 67% and increased our electricity
usage from renewable sources to 99% versus 18%. In addition, as a result of our successful
performance versus historical targets in 2022 and 2024, we developed enhanced milestones
for 2026 in alignment with 2030 target achievement. We are currently on track to meet or
exceed substantially all targets established for 2026 due to our continued focus on the
impacts, risks and opportunities most material to (i) Besi’s business and stakeholders,
(ii) the formulation and execution of strategic initiatives and (iii) the commitment of our
workforce.
We measure our sustainability performance both in absolute values and in terms of
intensity ratios given the highly cyclical nature of our industry and revenue development
on a year to year or even multi-year basis. Post the last industry peak in 2021, Besi’s
relative intensity ratios for certain KPIs have been adversely affected by an aggregate
revenue decrease of 21% due to a significant assembly market downturn which continued
in 2025. Despite such headwinds, we achieved favorable performance with respect to an
absolute reduction in fuel consumption and a reduction of Scope 1 & 2 emission intensity
ratios in 2025 versus 2024 due to the successful execution of several sustainability
initiatives including a full year of benefits from the implementation of a new heating
system in Austria and energy management software at Besi's Netherlands and Meco. In
addition, we continue to procure virtually all of our energy needs at Besi’s operations in
Malaysia, China and Vietnam from renewable sources. As a result, Scope 1 & 2 and 3
emission intensity ratios improved further in 2025 and our energy provided by renewable
sources increased from 71% in 2023 to 99% in 2025. We expect to meet or exceed all 2026
sustainability milestones based on the successful implementation of ongoing and new
strategic initiatives developed in 2025 as part of Besi’s updated strategic plan for 2025-
2029.
In 2025, Besi continued to successfully apply the Corporate Sustainability Reporting
Directive (“CSRD”) and reported in accordance with the European Sustainability Reporting
Standards (“ESRS”) for the second time. We are well positioned for compliance having
significantly expanded the scale and scope of Besi’s reporting activities since 2019 relative
to leading external frameworks such as SASB, GRI, NFRD, TCFD and the EU Taxonomy.
In addition, we have pro-actively responded to external questionnaires such as CDP
Climate Change and the S&P Global Corporate Sustainability Assessment with a focus on
materiality, clarity and transparency. We also conducted a Double Materiality Assessment
(“DMA”) in 2023 which assessed the impact of Besi on people and the environment as well
as the environmental and social-related risks and opportunities to which we are exposed.
In order to validate the results of the analysis, we conducted an engagement roadshow in
2024 with key stakeholders, specifically investors, customers, suppliers, employees and
Works Councils and Work Unions representing Besi employees.
We completed several initiatives in 2025 to further support the mitigation of sustainability-
related impacts and risks, and discover opportunities in alignment with our long-term
sustainable value creation strategy for stakeholders. For example, an alternative coating
method was developed this year using vapor deposition versus electroplating. This
alternative has several potential sustainability benefits for our customers including (i) a
reduction in electricity consumption and our carbon footprint, (ii) a reduction in water
usage and waste and (iii) lower employee exposure to potentially harmful substances.
Testing of the alternative coating method commenced in 2025 to confirm alignment with
Besi’s established product quality standards. Upon successful validation, we intend to
broaden the application of this coating method to all our packaging product group
customers in Besi Netherlands. In addition, Besi APac conducted an energy audit of its
facilities this year which categorized future emission reduction opportunities into short-
term and low investment modifications, medium-term modifications and long-term
investments. As a result, Besi APac now has a roadmap for energy and cost reduction
opportunities at its facilities for the next 10 years. Besi Netherlands gained ISO 45001
certification in 2025. Seven of eight Besi operations are now fully compliant with this
standard.
Besi received external recognition for its sustainability efforts this year. Our ratings with
the major publicly recognized agencies such as Sustainalytics, S&P Global, ISS ESG and
MSCI have improved significantly since 2019 further underscoring our progress towards
best practice metrics. More specifically, we maintained a rating of AA in the updated 2025
MSCI ESG Ratings Assessment, up from A in 2022 and BBB in 2021. Further, in September
2025, Besi’s ESG Risk Rating improved to 9.4 (negligible risk) versus 12.9 (low risk) in 2024
as per Sustainalytics placing us third out of 366 companies in the Semiconductor Industry
Group. In addition, we continue to be a component of the AEX Sustainability Index. Such
index identifies the 25 companies in the combined AEX (large cap) and AMX (mid cap)
indices demonstrating best in class ESG practices as per criteria assessed by Sustainalytics.
In addition, Besi’s S&P Global CSA score increased from 55 in 2024 to 57 in 2025 and our
CDP Climate Score improved from C in 2024 to B in 2025.
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Progress was also achieved in 2025 to advance Besi’s sustainable product design as a core
component of its long-term sustainable value creation model. The objective is to create
sustainably designed systems through the application of our intellectual capital. As such,
we seek to design leading edge assembly solutions with high levels of reliability, yield of
defect-free devices and throughput with a lower total cost of ownership including
efficiencies in energy and material consumption. Toward this end, we developed an
initiative named “Design-to-X” in 2023 which combined Design-to-Cost and Design-to-
Sustainability concepts in order to identify sustainability-related improvement
opportunities in all product groups while reducing the cost of many mature die attach and
packaging platforms. This initiative builds upon the environmentally friendly design
enhancements identified in an ongoing collaborative project since 2019 with the University
of Applied Sciences and Arts (Lucerne, Switzerland) (“UASA”). The UASA collaboration has
led to the creation of roadmaps with the potential to achieve absolute energy savings of
approximately 10% per die attach platform over a ten-year period.
As a result, Besi set distinct, annual energy reduction targets in 2024 for all product groups
with an initial focus on four die attach platforms. Since 2023, there has been a cumulative
energy consumption reduction for three die bonding platforms including 5.0% for our flip
chip die bonding, 6.9% for our multi module die attach and 7.1% for our soft solder die
bonding product lines. In addition, we have set cumulative energy consumption reduction
targets for 2026 of 7.4% and 7.1% for our multi module die attach and epoxy die bonding
product lines, respectively. Energy reduction opportunities for these four product lines
have been integrated into Besi’s strategic planning for 2026. The success of these
initiatives demonstrates our ability to reduce customers’ total cost of ownership and
increase their return on investment while promoting sustainability themes. Growth in
Besi’s installed base of hybrid bonding and other wafer level assembly systems also
contributes to sustainable product design and the benefits thereof via an improvement in
the overall performance, speed, efficiency, cost of ownership and energy efficiency of such
systems versus those using leadframe and substrate assembly process technologies.
Employee and supplier engagement was also enhanced this year in alignment with our
sustainability-related goals and objectives. In the biennial Employee Engagement survey
conducted by Willis Towers Watson in 2025, Besi equaled or scored above the high-
technology norm in nine out of ten categories. In addition, several initiatives were launched
in 2025 to further enhance employee engagement including the introduction of workshops
at Besi Switzerland focused on teamwork and effective collaboration on technical projects.
Further, an assessment was conducted across the countries in which Besi operates which
found that Besi employees receive an adequate wage versus applicable local benchmarks.
Besi employee engagement has also been encouraged by a 27% increase in training hours
per employee since 2021 and 9% versus 2024. The 2025 increase was due to the introduction
of supplementary employee training sessions focused on product quality, applied
knowledge and technical competencies at Meco in the Netherlands and an increased focus
on health and safety across our operations.
Besi also experienced improvement in all supply chain engagement indicators versus 2024.
Some of the progress was due to increased supply chain participation from initiatives
developed, and supplier responses to, our enhanced annual sustainability supplier survey
first introduced in 2023. In this regard, we conducted site visits and stakeholder interviews
and circulated questionnaires at our principal Asian production facilities to ensure that
temporary and contracted third party workers adhered to the standards outlined in Besi’s
Supplier Code of Conduct. We also engaged with our supply chain through a sustainability
briefing roadshow, training sessions and the sharing of sustainability-related knowledge
with key suppliers. Since 2024, Besi has integrated sustainability criteria into its supplier
Quarterly Business Review (“QBR”) scorecard and assigned such criteria a 10% weighting in
the final performance review of the year. In addition, sustainability assessments have
been incorporated into the annual audits of key suppliers since 2023. Both the QBR and
annual audits are validated onsite and through desktop assessments to ensure compliance.
Following such assessments, suppliers are categorized into risk categories and are
required to develop an improvement plan based on the feedback provided with active
involvement from their senior management to ensure effective implementation. Finally,
the percentage of purchase volume which answered our Code of Conduct Self-Assessment
questionnaire increased from 66% in 2023 to 70% in 2025 marking further progress in our
supply chain engagement with Besi’s sustainability-related activities.
Basis for preparation of Sustainability Statement
General basis for preparation
As of February 18, 2026, the Corporate Sustainability Reporting Directive (“CSRD”) has not
yet been transposed into Dutch National Law. However, Besi has prepared the Sustainability
Statement in accordance with the European Sustainability Reporting Standards (“ESRS”)
as adopted by the European Commission. Furthermore, the Sustainability Statement
meets the specifications adopted pursuant to Article 8 of the Taxonomy Regulation
(Regulation (EU) 2020/852). Besi did not use the option to simplify the Taxonomy Regulation
reporting according to the Delegated Regulation (EU) 2026/73.
Besi’s Sustainability Statement for the year ended December 31, 2025 has been prepared
incorporating the accounts of BE Semiconductor Industries N.V. and its consolidated
subsidiaries which are included in the scope of the Financial Statements as disclosed in
Notes to the Consolidated Financial Statements. The financial information used and
presented in the Sustainability Statement has been derived from Besi’s Consolidated
Financial Statements which have been prepared in accordance with IFRS accounting
standards as adopted by the European Union.
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Besi has not exercised the option to omit a specific piece of information corresponding to
intellectual property, know-how or the results of innovations nor has it used an exemption
from disclosure of impending developments or matters in the course of negotiation, as
provided for in articles 19a(3) and 29a(3) of Directive 2013/34/EU.
Value chain in the Sustainability Statement
In its Sustainability Statement, Besi uses a comprehensive approach when considering its
value chain. Our value chain encompasses a range of activities, resources and relationships
that are integral to our business model and the external environment in which we operate.
Besi’s value chain encompasses:
Upstream and
suppliers
Besi’s suppliers are categorized into the following groups:
• Fabrication part suppliers: metal (and other materials) parts for assembly.
• Module outsource suppliers: modules performing specific tasks to the operation
of equipment used for the assembly of Besi’s systems.
• Vendor part suppliers: complete parts used in the assembly of our systems (e.g.
cables, lenses, cameras and controllers).
• Service suppliers: providing R&D services as complete solutions or as support to
their staff involved in Besi projects.
Own operations R&D and product design, product assembly and system upgrades, post-sales support
and service.
Customers Our customers are primarily leading multinational chip manufacturers, assembly
subcontractors and electronics and industrial companies. Customers are either
Independent Device Manufacturers (“IDMs”) which purchase our equipment for
internal use at their production facilities or foundries/subcontractors which purchase
our equipment to assemble packages for third parties on a contract basis. End-user
segments include producers of mobile phones, computers and automotives.
In 2023, Besi conducted a Double Materiality Assessment which considered the value
chain outlined above and assessed potential sustainability-related impacts, risks and
opportunities related to its activities. In addition, all potential stakeholder groups were
listed, analyzed and discussed considering (i) the type of stakeholder, (ii) the position of
the stakeholder in Besi’s value chain and (iii) our impact on the stakeholder and the
stakeholder impact on us. This inclusive approach ensures that the interests and concerns
of all parties involved in Besi’s operations including employees, customers, investors,
suppliers and the communities that Besi operates in, are duly considered and addressed.
Besi’s policies are designed to cover all its stakeholders. Such policies, including our
Sustainability policy, Code of Conduct, Supplier Code of Conduct, Human Rights policy and
Anti-Corruption and Bribery policy, outline Besi’s commitments and responsibilities to its
stakeholders and provide a framework for how Besi intends to conduct its business in a
responsible and sustainable manner for the benefit of all stakeholders.
Reporting scope for sustainability metrics
The metrics in this Sustainability Statement cover all entities that belong to the scope of
the Consolidated Financial Statements (see Note 2 Principles of consolidation in the Notes
to the Consolidated Financial Statements) excluding energy data for three sales and
service offices (North America, Hong Kong and Thailand) due to their immaterial
significance.
At Besi, we believe people are important to build and sustain our growth and development.
Besi recognizes the importance of inclusion and diversity in promoting diverse perspectives
that contribute to well-informed and resilient decision making. Although Besi has set
inclusion and diversity targets for its own workforce, all employment decisions are made
on a non-discriminatory basis in accordance with applicable law. Besi has excluded its US
employees from the following targets as disclosed in the Targets and Metrics paragraphs
of the Own Workforce section:
• Percentage of female employees.
• Percentage of female managers relative to our total employees.
Time horizons
The reporting period applicable to the Sustainability Statement is the same as the
reporting period for the Financial Statements. Therefore, all sustainability data is reported
as of December 31 of the reporting year end. Unless stated otherwise, this report follows
the definitions of the time horizons (short-, medium- and long-term) outlined in the ESRS.
Alignment with previously set sustainability targets and the climate-related scenario
analysis explains why potentially different time horizons may be utilized in this report.
Value chain data
The majority of the data and information disclosed in this Annual Report is based on actual
group and value chain data. Where actual data was unavailable, we used our best estimates
and stated this explicitly. We used approximations and estimates for reporting certain
data points such as our Scope 3 emissions. To calculate certain Scope 3 emission
categories, we used estimations for non-material categories following the GHG Protocol
Methodology. The details are provided in the Environment section. We intend to improve
our data granularity in calculating Scope 3 emissions attributed to our suppliers by
replacing industry average data with supplier specific carbon footprint data as part of our
supply chain engagement efforts.
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Sources of estimation and outcome uncertainty
The preparation of Besi’s Sustainability Statement requires management to make
judgements, estimates and assumptions that could affect the information reported. Such
estimates and assumptions are based on experience and various other factors believed to
be reasonable under the circumstances and are reviewed on an ongoing basis. The
Sustainability Statement includes prospective information such as ambitions, objectives,
milestones, targets and expectations. It is important to note that actual performance may
differ in the future, making this information inherently uncertain. We present quantitative
data alongside comparative data from the previous financial year for context and clarity.
No definitions have changed compared to last year’s Sustainability Statement. There were
no errors in prior reporting years that needed to be disclosed.
Most of the quantitative data is directly derived from our operations and value chain. It is
clearly stated in the corresponding chapters if we have used alternative methods for
computation such as estimations or extrapolations. We disclose the basis of preparation
(i) for each material topic and reported dataset where applicable, (ii) the resulting level of
accuracy, (iii) the estimation of outcome uncertainty and (iv) any planned actions to
improve the accuracy and outcome uncertainty of sustainability information for future
iterations of the Sustainability Statement.
Use of phase-in provisions
The Appendix C List of phased-in Disclosure Requirements of the ESRS 1 sets phase-in
provisions for the Disclosure Requirements or datapoints that may be omitted. In July
2025, Appendix C was updated through the Delegated Regulation (EU) 2025/1416 which
amends Delegated Regulation (EU) 2023/2772. Besi has omitted the following information
in its Sustainability Statement:
• ESRS 2 SBM-1 paragraph 40(b) (breakdown of total revenue by significant ESRS sector)
and 40(c) (list of additional significant ESRS sectors).
• Material impacts, risks and opportunities and their interaction with strategy and
business model: ESRS 2 SBM-3 paragraph 48(e) (anticipated financial effects).
• Anticipated financial effects from material physical and transition risks and potential
climate-related opportunities: ESRS E1 (E1-9).
• Metrics related to social protection: ESRS S1 (S1-11).
• Metrics related to work-life balance: ESRS S1 (S1-15).
External review
The data and KPIs of Besi’s Sustainability Statement are reviewed by an independent
third-party verifier, EY Accountants B.V., in compliance with the applicable regulation on
the disclosure of sustainability information. EY Accountants B.V. provided limited assurance
on the Sustainability Statement. Their assurance report is included in Other Information in
this Annual Report. There is no metric validated by an external body other than the
assurance provider.
Strategy, business model and value chain
Our products and services
Besi is engaged in one line of business: the development, manufacturing, marketing, sales
and service of semiconductor assembly equipment for the global semiconductor and
electronics industries. Our principal product and service offerings are set forth below:
• Die attach equipment: single chip, multi chip, multi module, flip chip, epoxy and soft
solder die bonding systems, hybrid, TCB and embedded bridge die bonding, die lid attach
and fan out wafer level packaging.
• Packaging equipment: conventional, ultra-thin and wafer level molding, trim and form
and singulation systems.
• Plating equipment: tin, copper, precious metal and solar plating systems and related
process chemicals.
• Services/Other: tooling, conversion kits, spare parts and other services for our installed
base of customers. Service and spares revenue together represented 15% of total
revenue in 2025.
As indicated in our EU Taxonomy assessment, 87% of turnover was eligible under Circular
Economy (“CE”) objectives, 85% of Capital Expenditures (“CapEx”) were eligible under CE
objectives and 36% of Operating Expenses (“OpEx”) were eligible under CE objectives
provided in Article 8 of Regulation (EU) 2020/852 (the “Taxonomy Regulation”). Moreover,
we deliver systems which can potentially be used by end consumers for a variety of
resource efficient applications within the automotive, communication and high-
performance computing industries.
Our customers are primarily leading multinational chip manufacturers, foundries, assembly
subcontractors and electronics and industrial companies. Customers are either
Independent Device Manufacturers (“IDMs”) which purchase our equipment for internal
use at their production facilities or foundries/subcontractors which purchase our
equipment to assemble packages for third parties on a contract basis. Our customers tend
to be long-term partners, implying there has been no change over the past year with
respect to additional markets or customers. We are a global company with headquarters
in Duiven, the Netherlands. We operate eight facilities in Asia and Europe for development
and production activities as well as 13 sales and service offices across Europe, Asia and
North America. Besi does not have any restrictions on the sale of its products other than
sales to sanctioned countries. We employed a total of 1,928 personnel at December 31,
2025, of whom 1,308 were based in Asia and 620 were based in Europe and North America.
Besi’s mission is to become the world’s leading supplier of semiconductor assembly
equipment for advanced packaging applications and to exceed industry average
benchmarks of financial performance. We also strive to create long-term value for
stakeholders and operate our business in a sustainable way respecting both the
environment and society.
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SUSTAINABILITY RATING TRENDS
ESG rating agent 2021
Score
2024
Score
2025
Score
Current ranking
BBB AA AA
Besi attained second
highest possible MSCI
ESG Rating
17.8
12.9
Low risk
9.4
Negligible
risk
Besi ranked third out
of 366 within the
semiconductor industry
C- C+ C+
Besi achieved Prime
Status within industry
39 55 57
Besi achieved score of
57 vs. peer group
average of 29
C C B
Besi improved CDP
climate score to B
Description of business model and value chain
Long-term success in the assembly equipment industry requires technological leadership,
customer alignment, system reliability and high levels of accuracy in 24/7, high volume
production environments. Other key factors include production flexibility and scalability in
response to volatile shifts in demand for an industry whose cycle times have become ever
shorter. We also recognize the importance of sustainability considerations in the
development of our strategy such as our carbon footprint, the sustainable performance of
our systems and the development of a business culture which is diverse, respects the
rights of our employees and promotes the skills and talents of our personnel. Besi’s
business strategy has been developed with these considerations in mind. One of our top
priorities is the maintenance of technological leadership in the advanced packaging
segment of the industry. This is the most rapidly growing part of our business with the
greatest potential for future growth. We aim to leverage Besi’s technological leadership
position to generate higher levels of through-cycle revenue, profitability and cash flow via
a highly scalable and flexible production model. Weekly analyses of order development and
the supply chain combined with disciplined cost control efforts have enabled us to respond
rapidly to changing market conditions, retain superior margins and generate high levels of
cash flow to support a shareholder friendly capital allocation policy.
Over the past decade, Besi has delivered strong growth and value creation for all
stakeholders while conducting its business in a responsible and sustainable manner.
Besi’s dedicated focus on advanced packaging, technological leadership, expansion into
new sub-micron accuracy die bonding markets for AI applications including hybrid bonding
and leading edge thermo compression bonding and the disciplined execution of strategic
and other initiatives as described in the Strategy section, has created a leader in the
assembly equipment market with superior through-cycle performance and strong financial
metrics.
In general, Besi funds its operations and sustainability strategy through available cash
and deposits on hand, cash generated from operations and, in some instances, funds the
operations of its subsidiaries through intercompany loans and borrowings under its
banklines of credit. Besi allocates financial resources to acquire the inputs for its business
model including (i) R&D investment for next generation assembly applications,
(ii) investment in its employees and internal operations, (iii) the sustainable procurement
of raw materials and energy sources and (iv) collaboration throughout our value chain.
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BESI’S LONG-TERM SUSTAINABLE VALUE CREATION MODEL
CAPITALS INPUT OUTPUT IMPACT
Intellectual • Significant investment in research and
development
• Know-how of our people
• Our intellectual property
• Leading edge assembly solutions
• Sustainably designed systems
• Partnership with industry leaders
Environmental footprint
• Promote cleaner environment. Mitigate climate change
• Longer battery life in electronics
• Lower power consumption and heat dissipation in smartphones
• Lead free content in PCBs
• Reduced waste, water, energy, packaging and hazardous materials
• More efficient solar cells
• Electric vehicle usage
• Reduced greenhouse gas emissions
Digital society
• Promote new applications in digital society
• Smart infrastructure, manufacturing and homes
• Better communication, mobility, medical care and security
Employees and workers in the value chain
• Provide safe and healthy working environment
• Invest in wellbeing of employees
• Promote training, local sponsorship, investments, inclusion and
diversity and human rights
Shareholders
• Offer attractive total long-term returns
Human • 1,928 worldwide fixed employees
• Flexible workforce
• Responsible ethics, labor and tax
practices
• Committed and engaged employees
• Long-term customer relationships
• Increased customer satisfaction
• Expand addressable market
Natural • Minerals, metals and other raw materials
• Natural and renewable energy sources
• Recyclable materials
• Lower carbon footprint
• Higher % of renewable energy
• Conservation of natural resources
Industrial • Our global production and supply chain
• Components, modules and semi-finished
products we purchase
• Value-added assembly
• Scalable, sustainable and responsible
supply chain
• Flexible production model
Financial • Strategic planning
• Capital allocation
• Capital markets funding
• Acquisitions
• Attractive financial metrics
• € 1.5 billion returned to shareholders (5 years)
• Average ROAE of 39.5% (5 years)
• Total shareholder return 216% (5 years)
STAKEHOLDERS
Customers
Employees
Society
and
Nature
Suppliers
Shareholders
Key elements of our sustainability strategy aim to exceed the challenging milestones and
targets set by Besi for 2026 and 2030. In the Environmental and Social sections of this
Sustainability Statement, we detail how such targets were created, how we formulate,
market and sell our products and the way we intend to interact with our suppliers,
customers and shareholders in the future:
• Customers increasingly seek products that are sustainable, environmentally friendly and
ethically produced. Our management of sustainability issues is formulated with
sustainable design as a key component in order to build strong relationships, attract
customers and increase our revenue growth.
• Investors in European, North American and Asian markets are increasingly considering
sustainability and sustainability themes as part of their investment process.
• A high quality, flexible and scalable supply chain is critical to satisfying customer needs
in a cyclical business and our long-term success. As such, we frequently engage with our
suppliers to ensure that they mitigate any potential negative impacts and/or risks.
Besi value chain
Besi’s ambition is to collaborate with stakeholders throughout our value chain and improve
the sustainability-related practices of our industry. Based on the DMA, Besi has a material
impact on the climate change in its own operations, supply chain and downstream clients’
operations, and a material impact on the workers in the value chain, specifically focusing
on suppliers’ workers. We are committed to improving our climate change impact and the
processes of our supply chain through a number of initiatives as described in the sections
Environment and Social of this Sustainability Statement.
We continuously work on the enhancement of policies and procedures to improve the
sustainability practices of our supply chain. As such, a key focus of our supply chain
engagement efforts over the medium-term will be to further enhance the granularity of
our upstream Scope 3 emission data, the adoption of renewable energy by our suppliers
and the implementation of a human rights due diligence process.
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Besi’s value proposition
Besi aims to provide global semiconductor manufacturers and subcontractors with a
compelling value proposition consistent with market requirements and new product
development roadmaps which requires:
• Leading edge product innovation for our customers that benefit both investor’s total
shareholder return and other stakeholders through employment and other positive
social impacts.
• Promotion of an environment of collaboration, open discussion and innovation to develop
tailored solutions for the marketplace.
• Production of high quality, premium solutions for the marketplace which offer leading
edge reliability, performance and longevity and are manufactured according to high
ethical business standards.
• A development focus on system efficiency both in terms of environmental impact and
productivity/cost savings with a particular emphasis on the sustainable design of our
systems.
• A fair and competitive price for our products which delivers the desired quality level and
environmental impact expected by our customers.
• Continuous stakeholder engagement in which we embrace open dialogue and knowledge
sharing important to an innovation-driven industry and which helps us to identify areas
for improvement.
• Interaction with all stakeholder groups on their topics of concern which includes the
incorporation of their views into our sustainability strategy.
Sustainability strategy
We strive to create long-term value for our stakeholders and operate our business in a
sustainable way, respecting the environment, our own employees and wider society. Besi
is committed to running its operations in accordance with internationally recognized
standards and best practices and to promote sustainability with all stakeholders through
the reporting of material sustainability topics on an annual basis in line with international
and regulatory standards.
SUSTAINABILITY PROGRESS
2026 Interim Target 2025 Progress
Environmental
Factors
75% reduction in absolute
Scope 1 & 2 emissions vs. 2021
97% reduction in absolute
Scope 1 & 2 emissions vs. 2021
85% electricity from
renewable sources
99% electricity from renewable
sources
Develop targets for
sustainable design
Targets set; 5-7% energy
reduction achieved for three of
four die attach product lines
Social Factors Increase % female employees
to 19%
17% female employees achieved
Increase investment in
employee training to ≥ 21
working hours per employee
per year
33 training hours per employee
achieved
Responsible
Business
70% Purchase Volume
audited
65% Purchase Volume audited
75% Purchase Volume to sign
CFSI
73% Purchase Volume signed
CFSI
80% Purchase Volume to sign
GWA or GPC
79% Purchase Volume signed
GWA or GPC
As a result, Besi has implemented processes to optimize its governance, risk management,
data collection, supplier engagement and sustainable design for all sustainability matters
identified as material by our Double Materiality Assessment. To this end, the strategy
explicitly considers the impact of sustainability-related risks and opportunities on Besi’s
business, strategy and financial planning. In addition, the strategy includes Besi’s goals
and ambitions with specific targets identified to guide our activities until 2030 and which
sets the objective of net zero carbon emissions by 2050.
Besi Netherlands employees participated in the annual event "NL Doet", an event
focused on volunteer work and social services.
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Policies
Besi’s sustainability strategy is governed by a set of policies and procedures outlined in the table below. The Board of Management is responsible for creating a policy framework that
addresses the material impacts, risks and opportunities in Besi’s operations and value chain. Each policy is reviewed and updated (if relevant) annually in the fourth quarter. The Supervisory
Board approves each new policy as well as any annual policy reviews and updates.
Policy Content of the policy Scope Policy
availability
Sustainability
Policy
This policy provides a foundation for the management of BE Semiconductor Industries N.V. (“Besi” or the “Company”) across the environmental,
social and governance aspects of our business related to both our operations and our value chain:
• Environmental: We commit to monitor Besi’s environmental performance across material topics through various KPIs. We engage with our
suppliers to create awareness of our activities and to implement environmental-related initiatives. We set ambitious targets for our own
operations and create awareness amongst our employees.
• Social: Besi aims to develop its business in a socially responsible manner for the benefit of all stakeholders. We have an ambition to align with
internationally recognized standards across our value chain such as the International Labor Organization (“ILO”). In addition, we seek to offer a
working environment where all employees feel safe and secure.
• Governance: We acknowledge the importance of good governance, the most important elements of which are transparency, independence and
accountability. We conduct our business with high ethical standards and are committed to eliminate any corruption and bribery cases in our
operations and our value chain.
Applies to all Besi
operations.
Besi website
Code of Conduct The Code of Conduct outlines our values which are the essence of our corporate attitude:
• Respect: We cherish the richness and diversity of cultures in our organization. We promote an open culture in which we respect each other’s
opinion, feel free to discuss our concerns and give and receive feedback.
• Unity: Performing in unity gives us a competitive advantage. We will optimally utilize the synergy in our activities when we work together and
share knowledge.
• Customer focus: We provide relevant and innovative product solutions and services to the marketplace that meet our customers’ needs and
exceed our customers’ expectations.
Applies to all Besi
employees and
non-employees. The code
is supported by
mandatory training for
employees.
Besi website
Human Rights
Policy
We believe that respecting human rights is integral to our values and corporate culture and essential for the sustainable success of our
business.
Our Human Rights policy outlines our commitment to uphold fundamental human principles as set forth in: International Labor Organization
Declaration on Fundamental Principles and Rights at Work; The UN Declaration of Human Rights; The UN Global Compact; OECD Guidelines for
Multinational Enterprises; The UN Women’s Empowerment Principles; UNICEF’s Children’s Rights and Business Principles; and, The UN
International Convention on the Protection of the Rights of all Migrant Workers and Members of Their Families. We are also committed to the
International Bill of Human Rights. We believe that respecting human rights is integral to our values and corporate culture and essential for the
sustainable success of our business. We aim to create a culture in which every employee feels valued and respected. Although we do not have
specific policy commitments for groups at particular risk of vulnerability such as disabled people, persons with serious illnesses and other
vulnerable groups, we seek to provide equal opportunities for all employees regardless of identity. Besi also seeks to facilitate diversity
throughout our management ranks with targets and milestones set for female managers and female employees. The Human Rights policy
explicitly prohibits the use of forced, bonded or child labor in any of our operations or business activities.
Applies to all Besi
employees and non-
employees. We also expect
our suppliers, contractors,
and business partners to
uphold similar principles.
Besi website
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Policy Content of the policy Scope Policy
availability
Inclusion and
Diversity Policy
This policy elaborates on what inclusion and diversity mean to Besi, what the goals are of the Company and what Besi is doing to promote an
inclusive and diverse business culture. Besi aims to promote inclusion and diversity for everyone in the Company, no matter their age, race,
ethnic, gender or national origins, sexual orientation, marital and/or parental status, disability or religious beliefs:
• Inclusion: We aim to create a culture in which every employee feels valued and respected ensuring equal opportunities for employees
regardless of identity and which facilitates diversity in career development to the top of the organization.
• Diversity: Inclusion and diversity play a crucial role in positioning Besi as a preferred employer in the labour market.
• Discrimination: Besi denounces all forms of discrimination. We treat each other honestly and fairly without regard to the others’ race, religion,
national origin, political affiliation, gender, gender identity, sexual orientation, age and/or physical or mental disability.
Applies to all Besi
employees and non-
employees.
Besi website
Conflict Mineral
Policy
Our Conflict Mineral policy sets key requirements for our suppliers with regard to conflict minerals (coltan, cassiterite, gold, wolframite) found in
the Democratic Republic of the Congo associated with human rights violations and labor and environmental abuses in the region.
Applies to all Besi suppliers.
The policy is supported by
training for first tier
suppliers.
Besi website
Code of Ethics for
Senior Financial
Officers
The Code of Ethics sets out Besi’s expectations with respect to the following topics:
• Conflicts of Interest.
• Compliance with Government Rules and Regulations.
• Honest and Ethical Conduct and Fair Dealing.
• Accuracy of Books, Records and Public Reports.
• Reporting and Compliance Procedures.
Applies to the principal
financial officer and all
senior financial officers at
Besi and its subsidiaries.
Besi website
Supplier Code of
Conduct
Our Supplier Code of Conduct outlines the standards we expect our suppliers to meet in areas such as human rights, product quality, health and
safety and the environment. We also ask our suppliers to request that their own suppliers understand and promote Besi’s Supplier Code of
Conduct. Besi expects suppliers to maintain sound business operations and provide full disclosure of management policies according to the RBA,
formerly the Electronic Industry Citizenship Coalition (“EICC”).
Applies to all Besi suppliers. Besi website
Anti-Corruption
and Bribery Policy
Besi’s Anti-Corruption and Bribery policy outlines the key principles and standards of conduct to prevent corruption and bribery and protect
Besi’s integrity and reputation. It aims to ensure compliance with all applicable laws and ethical standards in this area. We strive to promote
anti-corruption and bribery practices in all aspects of our business, including by referencing our Code of Conduct and the Anti-Corruption and
Bribery policy in our suppliers’ agreements.
Applies to all Besi
employees, non-employees
and suppliers. The policy is
supported by training for all
employees.
Besi website
Whistleblower
Procedure
This policy provides the step-by-step actions that are expected in case of a suspicion of misconduct or a suspicion of infringement of EU law. All
employees and other stakeholders can raise any concerns related to Besi’s Code of Conduct and are strongly encouraged to raise any questions.
Such concerns and questions will be treated in confidence. All information that is provided by employees is valued. Retaliation or discrimination
for doing the right thing by notifying a suspicion of misconduct or a suspicion of infringement of EU law in good faith is strictly forbidden. Making
a notification in good faith requires that the whistleblower act with due care. The recipients of such reports and concerns are experienced,
trained and certified professionals. We strive to ensure that the notifier’s reputation or relationship with their fellow employees or the Company
will not be adversely affected for doing the right thing.
Besi employees and all
interested stakeholders can
report concerns through our
Whistleblower procedure.
Besi website
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Policy Content of the policy Scope Policy
availability
Grievance
Procedure
The purpose of this procedure is to provide a transparent, fair and efficient process for addressing grievances. Besi’s Grievance procedure applies
to all Besi’s employees, contractors, sub-contractors, consultants, interns and temporary workers. It also applies to our suppliers’ employees
and other workers in our value chain as well as to the other stakeholders who have business relationships with Besi or an interest in improving
Besi’s business.
As outlined in the Grievance procedure, Besi follows a 7-step process for providing, or contributing to, a remedy where it has caused or
contributed to a material negative impact on employees, value chain workers or other stakeholders. Employees are encouraged to resolve
grievances informally by discussing the issue with their supervisor/manager. However, if the grievance cannot be resolved informally, the
complainant can submit a formal grievance via email or call a phone number to the Ethics Counselor at Besi.
Besi employees and all
interested stakeholders can
report concerns through our
Grievance procedure.
Besi website
Climate Transition
Plan
The Climate Transition Plan outlines our roadmap for investment in climate impact reduction and the implementation of energy efficiency and
renewable energy projects throughout Besi’s operations. In addition, we will continue to engage and cooperate with our supply chain to reach
Besi’s climate-related goals including the reduction of our upstream impact and implementation of sustainable design concepts to improve the
downstream impact of our equipment.
Applies across Besi’s
operations and the
Company’s upstream and
downstream value chain.
No-Gift and
Limited
Entertainment
Policy
No-Gift and Limited Entertainment policy and Anti-Corruption and Bribery Framework provide a comprehensive guidance for our employees and
set a framework aimed at the prevention of corruption or bribery and the thorough investigation of any potential corruption and bribery cases.
Applies to all Besi
employees and non-
employees.
Besi intranet
Anti-Corruption
and Bribery
Framework
Besi intranet
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Stakeholder engagement
Besi regularly engages with stakeholders to identify business opportunities, issues and
risks in order to better assess its long-term sustainable value creation model. Insights are
gathered through a variety of channels including dialogue with investors and customers,
management reviews, employee surveys and internal and external audits. We identify key
stakeholders according to Besi’s impact on their interests as well as their ability to
influence our business. Our key stakeholders include (i) shareholders, (ii) suppliers
(including workers in the value chain), (iii) customers, (iv) employees and (vi) nature based
on the stakeholder mapping conducted in 2023.
In 2024, Besi conducted a stakeholder engagement roadshow to validate the results of its
Double Materiality Assessment (“DMA”). This initiative sought to assess stakeholder
opinion on the results of the DMA and their broader perspective of Besi’s material
sustainability impacts, risks and opportunities considering the spectrum of topics included
in the ESRS. Stakeholder engagement was conducted via moderated interviews with key
stakeholders such as investors, customers, suppliers and employees (including
representatives of Works Councils and Work Unions representing Besi’s employees).
Before each interview, the Besi team shared a letter with stakeholders, including pre-
reading materials, to help them understand the DMA process, ESRS requirements and how
Besi arrived at the conclusion of its DMA. Nature is considered a silent stakeholder whose
interests are taken into account when assessing our impact on the environment, designing
the Company’s sustainability strategy and in our engagement with investors, customers,
suppliers and employees.
Stakeholders were also asked to provide their opinion on the most significant sustainability-
related:
• Impacts that could affect the environment and people connected to our operations
including our upstream and downstream value chains.
• Risks with negative financial effects (potential or actual) arising from sustainability
matters which could negatively affect Besi.
• Opportunities with positive financial effects (potential or actual) arising from
sustainability matters which could positively affect Besi.
• Topics where Besi could have significant impacts, risks and opportunities not covered by
the results of our DMA.
The results of the stakeholder interviews were reviewed and discussed by Besi’s
Sustainability Team, Management Team and Board of Management. The assessment
confirmed stakeholder alignment with our DMA and validated the topics which were
considered material. In addition, we would like to highlight:
• There were no significant issues highlighted nor significant impacts, risks and
opportunities not already considered material by the DMA.
• Stakeholders stressed the importance of Besi’s impact or potential impact on climate
change mitigation, human rights, work-life balance and diversity in our operations and
across our value chain.
• There was consensus that Besi was not exposed to significant material risks involving
severe negative financial effects (potential or actual) arising from sustainability matters.
It was considered that Besi had an increased exposure to regulatory-related risks with
respect to environmental and human rights topics.
• It was stated by stakeholders that we could benefit from setting more ambitious long-
term targets, further enhancing employee engagement and talent attraction and
strengthening its dialogue with customers and suppliers on sustainability-related topics
in order to fully capture the opportunities available to Besi.
The outcomes of the stakeholder engagement were presented to the Supervisory Board.
The list of material topics was reviewed and approved by the Supervisory Board upon the
review and discussion of the results of stakeholder engagement. Beyond approval of the
DMA, no changes were made to our strategy and/or business model as a result of the
engagement roadshow.
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We will annually review the DMA and update (if required) our material impacts, risks and
opportunities based on the outcomes of this review. In 2025, we reviewed the DMA and
Besi’s material impacts, risks and opportunities. Based on the below channels of
communication and engagement with our key stakeholders, we did not consider it
necessary to update the DMA and make any changes to the material impacts, risks and
opportunities.
Stakeholder group The purpose of engagement How we engage How the views of stakeholders are taken
into account
Shareholders/
Investors
• Shareholders expect Besi to protect their
investment and provide a competitive
return on capital while operating
responsibly as a corporate citizen.
• Both existing and new investors have
shown increased interest in sustainability
and have specific sustainability criteria
with which to evaluate Besi’s
performance.
• Shareholders are engaged through an active investor relations program including quarterly
and annual conference calls, roadshows, conferences, site visits, analyst presentations
and Besi’s Annual General Meeting (“AGM”).
• We maintain close contact with investors in Europe, North America and Asia.
• We conduct regular meetings with investment professionals and encourage them to ask
questions during our earnings calls, meetings, conferences and at our AGM.
• We engage in important face-to-face dialogue and receive valuable feedback about our
business and sustainability topics.
• Continued working with the key sustainability rating agencies to update our investors on
the progress of our sustainability strategy.
The views of shareholders/investors are
considered to:
• Validate results of the DMA.
• Review Besi’s sustainability strategy and
governance.
• Set targets related to Scope 1 & 2 and
Scope 3 emissions.
• Collect key performance indicators that
provide investors and shareholders with
an overview of Besi’s progress.
• Engage with ESG rating agencies and
voluntary reporting initiatives.
Suppliers
(including
workers in the
value chain)
• Maintaining a responsible supply chain is
an important part of our business model
and strategy.
• A high quality, flexible and scalable
supply chain is critical to satisfying
customer needs in a cyclical business and
to the long-term success of our business.
• We seek to build long-term, mutually
beneficial relationships with our
suppliers.
• We are expanding our efforts to ensure
that all suppliers can match Besi’s own
environmental and ethical standards.
• We engage with suppliers through direct dialogue, site visits and audits.
• We perform annual third-party external audits for all significant production and
development facilities with respect to supplier ISO 9001, ISO 14001, ISO 45001, and RBA
capabilities.
• We work together with suppliers to lower our joint environmental footprint, create
sustainable products and supply chains and assess and mitigate social, health, safety and
ethical risks.
• Training sessions are provided to suppliers to enhance their practical understanding of
GHG emissions accounting. We have also initiated supply chain engagement initiatives
aimed at promoting the adoption of renewable energy by our largest suppliers.
• We integrate sustainability criteria into our supplier Quarterly Business Review (“QBR”)
scorecard and assigned such criteria a 10% weighting in the final performance review of
the year. A total of 86 suppliers representing 65% of the planned annual audit coverage
were audited which included 48 of Besi APac’s suppliers and 38 of Besi Leshan’s suppliers.
• We continued to engage suppliers on the origin of imported steel and iron due to the
introduction of EU restrictions.
The views of suppliers are considered to:
• Validate results of the DMA.
• Review Besi’s Supply Chain engagement
and improvements to the sustainable
design of Besi’s products.
• Develop policies and procedures to which
we expect adherence by our suppliers.
• Set sustainability-related targets for our
supply chain such as our Scope 3 emission
reduction targets.
• Collect raw data to measure Besi’s
performance and progress against targets.
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Stakeholder group The purpose of engagement How we engage How the views of stakeholders are taken
into account
Customers • Building strong relationships is important
to attract customers and to our revenue
growth.
• Providing superior customer support is
critical to maintaining strong
relationships.
• Besi’s customers increasingly seek
products that are sustainable,
environmentally friendly and ethically
produced.
• Our sustainability strategy is formulated
with sustainable design as one of its key
components.
• Customer satisfaction is an important measure to gauge customer fulfilment.
• We have a very experienced team of approximately 250 sales and service people globally
which maintain customer relationships and engage key customers on topics such as
device roadmaps, assembly equipment requirements and future market trends.
• We conduct annual customer satisfaction surveys to assess existing relationships and
identify areas for improvement.
• Customer satisfaction scores have remained high over the past five years. In 2025,
customers were particularly satisfied with the reliability, durability and performance of
Besi’s systems.
• We engage with customers to ensure that our products meet their environmental and
social standards.
• We engage with key customers on sustainability-related surveys and scorecards and by
responding to requests and queries via the CDP platform.
The views of customers are considered to:
• Validate results of the DMA.
• Review Besi’s performance against key
metrics and future sustainable design
innovations.
• Develop internal policies and procedures.
• Set sustainability-related targets to
ensure that Besi’s goals are aligned with
customer expectations.
Employees • Besi considers satisfied and engaged
employees as a key ingredient for its
successful growth.
• Employees expect Besi to have high social
and ethical standards in the conduct of
its business.
• Employees also expect us to provide them
with equal treatment and opportunities,
safe working conditions and career
development potential.
• Our sustainability performance and
engagement will become increasingly
important in attracting and retaining
talent.
• We promote an atmosphere of open dialogue between managers and employees. During
performance appraisals, both employees and managers are encouraged to voice their
concerns in a collegial exchange.
• Employee interests are also communicated in a more institutional way via local European
Works Council representations.
• In Europe, we hold meetings with Works Councils twice a year to listen to the views of
employees and communities.
• We conduct Town Hall meetings for all employees on a quarterly basis to inform them as
to current business and financial developments.
• We have launched sustainability resource pages in certain locations to educate and
engage our employees about Besi’s sustainability strategy and progress.
• We conduct biennial employee engagement surveys. Our most recent 2025 survey had a
high level of participation (91%) and level of engagement (88%).
The views of employees are considered to:
• Validate results of the DMA.
• Assess potential improvements to the
working conditions at each location.
• Review how we can ensure that Besi’s
employees have a preferable work-life
balance.
• Improve performance-related to employee
engagement and career development,
inclusion and diversity and health and
safety.
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Double Materiality Assessment
1.
Definition
of business
activities and
value chain
2.
Stakeholder
mapping
3.
Identification
of impacts,
risks and
opportunities
4.
Impact
materiality
and financial
materiality
5.
Prioritization
of
sustainability
topics
6.
Board of
Management
approval
7.
Stakeholder
validation
8.
Supervisory
Board
approval
Description of the process to identify and assess material impacts, risks and
opportunities
In 2023, Besi conducted a Double Materiality Assessment (“DMA”) across all business
segments and activities. In 2024, we validated the results of the DMA with our stakeholders.
An external third-party supported Besi during the DMA to ensure the adoption of a robust
and objective methodology. In 2025, we reviewed the material impacts, risks and
opportunities identified by our 2024 DMA. The review included a peer analysis and
interviews with the Management Team including the SVPs of the Product Groups
responsible for the management of Besi’s product group operations and the SVP Global
Operations. The review concluded that the list of material topics identified in 2024
continues to address the material impacts, risks and opportunities that Besi is exposed to
and that there have been no developments over the past year to suggest otherwise. As
such, the list of material impacts, risks and opportunities validated by the DMA review was
approved by the Board of Management and the Supervisory Board in 2025. We aim to
perform a thorough DMA which includes an engagement roadshow to understand our
stakeholders’ views on our impacts, risks and opportunities within the context of an
evolving landscape.
Besi will continue following the global and regional sustainability developments, regulatory
environment and sector initiatives and will review its DMA results in 2026.
Besi considers sustainability-related impacts, risks and opportunities across three time
horizons:
Short-term <1 year In line with the annual financial reporting.
Medium-term 1-5 years This period is considered the timeframe for major
product and market trends in alignment with our
five-year planning cycle.
Long-term >5 years Impacts, risks and opportunities that align to longer-
term trends.
Our process for determining materiality can be summarized by the following eight steps:
1. Create overview of business activities, value chain and relationships
In the first step, we defined the activities, business relationships and geographies relevant
to Besi’s business model, value chain, value proposition, key suppliers, customers groups,
cost structure and revenue streams. The DMA included a focus on factors that may
increase the risk of adverse impacts such as our business relationships with customers
who may have a relatively larger environmental impact due to their status as large global
semiconductor manufacturers. In addition, we evaluated both the environmental and
societal impacts of Besi’s own operations and those resulting from its business
relationships with suppliers, customers and downstream users beyond direct customers.
For this step, we also reviewed our sustainability strategy and conducted a high-level
identification of the impacts we have on the environment and society which used input
parameters such as information from our supply chain due diligence and sustainability-
related data for Besi’s operations, its subsidiaries and value chain.
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2. Stakeholder mapping exercise
During the stakeholder mapping exercise, Besi’s business model was analyzed to
understand which stakeholders are, or are likely, to be affected by and influence Besi’s
operations and upstream and downstream value chains. All potential groups of
stakeholders were analyzed based on geography, stakeholder type, the position of the
stakeholder in our value chain, our impact on the stakeholder and the stakeholder group’s
impact on Besi. This resulted in the creation of a list of 22 stakeholder groups who were
identified and classified as either affected by and/or influencing Besi. These stakeholder
groups were prioritized based on a set of thresholds for Besi’s impact on a stakeholder and
a stakeholder influence on Besi. As a result, we prioritized our employees, customers,
suppliers, workers in the value chain, investors and nature as Besi’s key stakeholder
groups.
3. Identification of impacts, risks and opportunities
A list of potential material sustainability matters was created and assessed against the
complete ESRS list of topics according to ESRS 1 General Requirements Appendix B.
Sustainability matters for the purpose of this list are as defined in Article 2, point (24) of
Regulation (EU) 2019/2088 of the European Parliament and the Council, i.e. environmental,
social and employee matters, respect for human rights, anti-corruption and anti-bribery
matters and governance factors.
An initial long list of sustainability matters was benchmarked against different sources
including Besi’s 2023 materiality assessment, Besi’s 2023 enterprise risk management
exercise, the topics ESG rating agencies considered material for Besi’s industry, the
materiality analyses of industry peers and industry standards such as SASB. We narrowed
down the long list based on workshops with internal subject matter experts. Specifically,
such topics were discussed with the Management Team including the SVPs of the Product
Groups responsible for the management of Besi’s product group operations and the SVP
Global Operations.
Impacts, risks and opportunities were defined for each shortlisted sustainability topic. It
was assumed that these impacts could be positive or negative, actual or potential and
interconnected. In addition, it was assumed that a sustainability impact and/or dependency
could be or become financially material in time. The severity and likelihood of certain
impacts, risks and opportunities was not immediately clear for some topics such as water
use, pollution and the circular economy. For such topics, Besi conducted further internal
assessments to consider the impact of our product groups on the environment and/or
society as well as the share of revenue for which each product group was responsible.
For all topics we assessed all relevant criteria to identify impacts, risks and opportunities
relevant to Besi's geographical locations, business activities, and specifics of the sector.
ESRS E2 Pollution, ESRS E3 Water and marine resources, ESRS E4 Biodiversity and
ecosystems and ESRS E5 Resource use and circular economy were not considered to be
material after having reviewed our operations and both our upstream and downstream
value chain. The review consisted of (i) identifying potential pollution-related impacts,
risks and opportunities, (ii) interviewing senior management and (iii) analyzing our climate
risk assessment and scenario analysis. Besi determined that it does not have significant
pollution sources nor use of water, is not operating in biodiversity sensitive areas and does
not have material impact nor financial effects related to CE topics. In relation to ESRS G1
Business conduct, we reviewed all relevant criteria to identify the impacts, risks and
opportunities relevant to Besi's geographical locations, business activities, specifics of
the sector, relationship with suppliers and other business partners as well as anti-
corruption and bribery practices and procedures.
4. Impact materiality and financial materiality assessment
The short-list of sustainability topics was analyzed according to an inside-out approach
for impacts (impact materiality) and outside-in approach for risks and opportunities
(financial materiality).
Determining impact materiality
To determine the impact materiality of the sustainability topics, Besi’s Management Team
assessed the Scale and Scope of Impact, Irremediability (for negative impact) and
Likelihood for the potential impact which allowed management to define the severity of
negative impacts and the scale and scope of positive impacts on a defined quantitative
scale. Both positive and negative impacts were considered throughout our value chain.
Quantitative indicators were used to score the Scale, Scope and Likelihood of a positive
impact, using qualitative criteria. For instance, for the Scope of the Positive impact, the
scale went from “0 = None” to “5 = Global, substantial number of people affected”.
A similar scale was used for a negative impact with the addition of Irremediability which
went from ”0 = fully remediable” to “5 = non-remediable or irreversible”.
Given the strategic discussions with the Management Team and the results of the impact
materiality assessment, we set a threshold score for both positive and negative impact
scores considered material to the environment or society. The Management Team set a
strategic objective to focus on the topics where Besi has high impact on the environment
and society.
Determining financial materiality
To determine the nature of effects for the financial materiality as per each sustainability
topic, Besi assessed the actual and potential financial impact on revenue (including our
ability to rely on existing relationships needed in business processes and our ability to
build new business relationships), the impact on the cost and availability of resources and
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the impact on the cost associated with sustainability (such as litigation and the cost to
meet regulatory requirements). We also considered dependencies on natural, human and
social resources and took into account the likelihood that risks and opportunities could
occur and the potential magnitude of financial effects. The magnitude of impacts on
revenue, relationships and cost of resources were rated on a scale from 0 to 5 which was
measured using data of the 2022 financial year on the percentage of revenue and costs
that could be impacted by the sustainability topics. Each financial risk and opportunity
was assigned a probability from “0 = not possible” to “1 = probability that the scenario or
forecast will materialize is certain”. Such ratings were then reviewed and validated by the
Management Team, Internal Audit and Control, Sustainability and Finance teams.
To assess the materiality of these financial risks and opportunities, the Management
Team set a threshold for all medium- and high-level risks and opportunities to be
considered as material which represented a positive or negative impact on revenue greater
than € 3.6 million and/or the impact on the cost of natural, human and financial resources
being greater than € 2.1 million.
5. Prioritization of topics based on impact and financial materiality
Once the thresholds for impact materiality and financial materiality were set, Besi
prioritized the impacts, risks and opportunities considered material to the business.
Specifically, it was observed that many of the topics causing high impact materiality led to
potential medium financial risks and opportunities to our business implying there was
some direct correlation between the identified impacts and dependencies of Besi and the
risks and opportunities faced by Besi.
The DMA process requires Besi to make key judgements and use thresholds and it may also
be influenced over time by sector-specific standards to be adopted. Besi will continue to
monitor such sustainability impacts, risks and opportunities and review the DMA on an
annual basis to ensure a continued focus on the topics most financially material to Besi
and which pose the largest material impact on the environment and society in which we
operate.
6. Board of Management and Management Team approval
The results of the Impact and Financial Materiality assessments were discussed with the
Board of Management and Management Team. Ahead of the stakeholder validation
process, the Board of Management and the Management Team approved the DMA process
and the outcomes of the assessment.
7. Stakeholder validation
As described in the Stakeholder Engagement section, the results of the DMA were reviewed
and validated by Besi's stakeholders in 2024 including affected stakeholders such as
investors and employees. In addition, Besi’s key stakeholders did not highlight any
significant issues or impacts, risks and opportunities not covered by the results of DMA.
8. Supervisory Board approval
The following table includes the final list of material topics approved by the Supervisory
Board.
Sustainability
standards
Sustainability
topics
Value chain Financial risk or opportunity Impact description Type of
impact*
Time horizon Included sub-topics
in the context of ESRS
ESRS E1 Climate
Change
Energy and
renewable
energy
Upstream and
suppliers
Risk related to inability of Besi and its
suppliers to acquire a sufficient level of
renewable energy due to increased global
demand.
Contribution to global warming through
Besi’s value chain energy use (gas,
diesel, petroleum and electricity).
Short- and
medium-term
Energy consumption.
Own operations
Downstream Risk of failure to meet new regulations and
customer requirements regarding energy
efficiency.
Climate change
mitigation
Upstream and
suppliers
Transitional and physical climate-related
risks such as reputational damage or extreme
weather conditions.
Contribution to global warming from our
Scope 1 & 2 and Scope 3 emissions.
Short- and
medium-term
Climate change mitigation.
Own operations
Downstream
* Actual positive impact Actual negative impact Potential positive impact Potential negative impact
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Sustainability
standards
Sustainability
topics
Value chain Financial risk or opportunity Impact description Type of
impact*
Time horizon Included sub-topics
in the context of ESRS
ESRS S1 Own
Workforce
Working
conditions
Own operations Opportunities for employee engagement,
talent attraction and retention which may
lead to business growth.
Impact on employee wellbeing due to
working conditions such as work-life
balance.
Short- and
medium-term
Secure employment, working
time, adequate wages, work-life
balance, training and skills
development.
Health and
safety
Own operations Regulatory and reputational risks of
non-compliance, failure of practices and/or
potential litigation.
Incidents that can result in injury or
work-related illness.
Short-,
medium- and
long-term
Health and safety.
Diversity and
inclusion
Own operations Opportunities for employee engagement,
talent attraction and retention which may
lead to business growth.
Impact on employee wellbeing due to a
working environment that is diverse,
equitable and inclusive.
Medium-term Diversity, gender equality and
equal pay, employment and
inclusion of persons with
disabilities.
Human rights Own operations Violation of the human rights of Besi’s
employees which could lead to severe
reputational damage and the unavailability of
workers.
Potential human rights violations of
employees such as violence and
harassment in the workplace.
Short-,
medium- and
long-term
Measures against violence and
harassment in the workplace,
child labor, forced labor in own
operations.
ESRS S2
Workers in the
Value Chain
Working
conditions
Upstream and
suppliers
Risk of non-compliance with employment
contracts resulting in the interruption of
critical supplies and services to Besi.
Potential negative impacts on the
workers in supply chain related to
working conditions.
Medium-term Secure employment, working
time, adequate wages, work-life
balance, training and skills
development.
Health and
safety
Upstream and
suppliers
Risks of legal or regulatory sanctions,
litigation, financial loss or damage to
reputation caused by non-compliance with
regulations or company practices.
Incidents that can result in injury or
work-related illness.
Short-,
medium- and
long-term
Health and safety.
Human rights Upstream and
suppliers
Employment and reputational risks in the
supply chain.
Potential human rights violations of
supply chain employees such as forced
labor.
Medium-term Measures against violence and
harassment in the workplace,
child labor, and forced labor.
* Actual positive impact Actual negative impact Potential positive impact Potential negative impact
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Sustainability
standards
Sustainability
topics
Value chain Financial risk or opportunity Impact description Type of
impact*
Time horizon Included sub-topics
in the context of ESRS
ESRS G1
Business
Conduct
Anti-corruption
and bribery
Upstream and
suppliers
Reputational risk of financial loss or damage
due to inability of suppliers to meet
requirements of the Supplier Code of
Conduct.
Impact on society due to the business
conduct of Besi’s suppliers through
bribery and corruption.
Medium- and
long-term
Prevention and detection of
corruption and bribery including
training, and incidents of
corruption and bribery.
Corporate
culture
Own Operations Upholding our culture so that colleagues act
ethically and collaborate to improve Besi’s
reputational image and relationship with
suppliers.
Impact on Besi’s employees from the
business ethics and behavior of Besi.
Short- and
medium-term
Corporate culture, and
protection of whistleblowers.
* Actual positive impact Actual negative impact Potential positive impact Potential negative impact
Material impacts, risks and opportunities and their interaction with Besi's strategy
and business model
Besi’s business strategy has been developed understanding that long-term success in the
assembly equipment industry requires technological leadership, customer alignment,
system reliability and high levels of accuracy in high volume production environments.
Other key factors include production flexibility and scalability in response to volatile shifts
in demand for an industry whose cycle times have become ever shorter. As a result, Besi’s
group-wide risk management assessment has historically focused on any type of
sustainability-related risk or opportunity that could impact our strategy, operations,
financial performance and compliance with government rules and regulations.
The current financial effects of Besi’s material risks and opportunities on its financial
position include:
• Revenue: Besi’s material social-related opportunities are currently perceived to have a
positive impact on our revenue development as our working conditions and corporate
culture contribute positively to our revenue development.
• CapEx: Besi’s material environmental risks and opportunities require capital investments
in climate change mitigation activities across our operations and our value chain
including the implementation of a Design-to-X concept, energy efficiency projects and
renewable energy use by our customers and suppliers.
• OpEx: Besi’s material risks and opportunities currently lead to an increase in our OpEx
due to the creation of a comfortable working environment, career development and
supplier engagement including supplier audits and regulatory compliance.
Due to the complexity and interconnectedness of business activities, it is not possible to
separate costs and revenues to the granularity required to accurately quantify the financial
effects of these impacts, risks and opportunities on Besi’s revenue, CapEx and OpEx.
Sustainability-related investments are integrated into Besi’s overall strategic decision-
making and typically form part of broader investments with multiple objectives. The
allocation of financial resources is subject to the business, regulatory, and external
environment to which Besi is exposed. However, financial resources related to Besi's
impacts, risks and opportunities are not considered significant.
The anticipated financial effects of Besi’s material risks and opportunities on its financial
position include:
• Revenue: We believe that Besi’s material environmental risks and opportunities will
positively impact revenue development in the medium-term as customer preferences for
sustainability performance increase.
• CapEx: The largest sustainability-related CapEx will be related to our climate-related
risks and opportunities as detailed in the Climate Transition Plan section of this
Sustainability Statement.
• OpEx: There is the potential for increased OpEx related to regulatory compliance,
litigation costs, fines or penalties.
We also recognize the importance of sustainability impact considerations in the
development of our strategy such as our carbon footprint, the sustainable performance of
our systems and the development of a business culture which respects human rights and
the rights of our employees. To this end, we strive to create a diverse workforce which
promotes the skills and talents of our personnel and employees in our value chain. Our
impacts are linked to our business strategy and business model through the application of
our key principles to Besi’s operations and value chain as detailed in our Sustainability
policy.
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We do not have sustainability-related material risks and opportunities for which there is a
significant risk of material adjustment to the carrying amounts of assets and liabilities
reported in our Financial Statements for the next annual reporting period.
Resilience of strategy and business model regarding capacity to address material
impacts and risks
In 2022, Besi conducted a climate-related scenario analysis used to test our resilience
to climate-related risks and opportunities across the short-, medium- and long-term.
After having completed the DMA in 2024, Besi initiated a consultation process with internal
stakeholders to assess the resilience of our strategy and business model to address
the material impacts, risks and opportunities considered in both the scenario analysis and
the DMA.
An overview of the results is outlined below:
• Climate change: Besi is relatively resilient to future regulation and reputational risks due
to its climate mitigation activities which are summarized in the Climate Transition Plan
section. In addition, Besi has identified the high-risk locations in its operations where
the physical effects from climate change are most prominent and put mitigation plans in
place to deal with weather events such as flood defenses. We have a diversified pool of
suppliers to help ensure that we are not materially impacted by a disruption to a single
supplier or area in the event such impacts occur in our supply chain.
• Own workforce: We address human rights, working conditions and health and safety in
our sustainability strategy. As a result, we can reduce potential employment, reputational
and legal risks by ensuring that policies and procedures are set for employees and senior
management to follow such as the Human Rights policy. Besi has also received ISO 45001
“International Organization for Standardization standard for management systems of
occupational health and safety” certifications for seven out of its eight operations. It is
also well communicated company-wide that any employee can use the Whistleblower
procedure and Grievance procedure to raise a complaint. In addition, one of the most
important aspects of our long-term success is the ability to attract, motivate and retain
a skilled workforce in a highly competitive semiconductor equipment industry. As set
forth in our Sustainability policy, we focus on training and talent development through a
variety of programs. In addition, we regularly analyze employee engagement and
satisfaction across all regional operations to assess our relative success in such
activities. Besi promotes inclusion and diversity in the organization, encouraging
different opinions and thinking and hiring personnel with diverse skill sets and experience
in the workplace environment.
• Workers in the value chain: We have an extensive supply chain engagement program that
reduces the exposure of our suppliers to employment risks and therefore enhances
Besi’s resilience to employment, reputational and legal risks. Such policies and
procedures include the Whistleblower procedure, Grievance procedure and Supplier Code
of Conduct. With respect to human rights, we follow the RBA Code of Conduct both in our
production facilities and supply chain. We sign General Work Agreements (”GWA”) and
General Procurement Contracts (”GPC”) with suppliers including requirements to follow
the RBA Code of Conduct. Such contracts were signed by 79% of our total purchase
volume in 2025.
• Business conduct: We conduct our business with high ethical standards and are
committed to eliminate any corruption or bribery cases in our operations and value
chain. We carry out business conduct training for our employees and significantly engage
with our suppliers and customers on the topic of Besi’s business conduct principles.
Moreover, our Anti-Corruption and Bribery policy, Anti-Corruption and Bribery Framework
and No-Gift and Limited Entertainment policy set a comprehensive framework aimed at
the prevention of corruption or bribery and the thorough investigation of any potential
corruption and bribery cases.
ENHANCED SUSTAINABILITY OBJECTIVES
2026 2030
85% renewable sources for
global energy needs
100% renewable sources for
global energy needs
75% reduction in Scope 1 & 2
carbon emissions
Net Zero Scope 1 & 2
carbon emissions
15% reduction in Scope 3
carbon emissions*
20% reduction in Scope 3
carbon emissions*
Above-benchmark employee
engagement
Achieve revenue objectives with
lower environmental impact
80% vendors to sign
GWA and GPC
85% vendors to sign
GWA and GPC
NET ZERO BY 2050
* Versus the scope reported since 2019 as described in the section Progress against targets in Sustainability Statement.
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Risk management
Besi’s sustainability strategy is influenced by important global trends such as climate
change, natural resource conservation, pollution and the circular economy as well as
social challenges such as diversity, human rights and the recruitment of qualified technical
personnel. We have internal control and risk management systems in place designed to
address, identify and limit sustainability-related risk factors as well as other sustainability
and non-financial risks that could affect both our strategy and business operations. Besi’s
sustainability and non-financial risks are governed by a set of policies and procedures
described in the Sustainability strategy section.
Besi regularly evaluates sustainability topics deemed important to the conduct of its
operations and the development of its corporate culture. We periodically assess our
societal and environmental impact in consideration of our stakeholders’ concerns and
adjust the ranking of high and medium assessment priorities. Besi’s risk management
framework seeks to identify and control potential risks and events which may affect our
strategy, continuity, business and performance. Sustainability-related risks are included
in Besi’s overall risk management framework and managed alongside other business risks.
Each risk identified by our risk management system has mitigation actions introduced.
Such actions are prioritized based on the magnitude of the risk. We have identified the
following sustainability-related risks considered to be relevant risk factors for the group-
wide risk management system:
• Besi is subject to environmental risks such as climate-related transition and physical
risks. Besi is subject to environmental rules and regulations in a variety of jurisdictions
and from its customers. Besi may be materially and adversely affected by operational
disruptions, natural disasters and the impact of climate change on its operations.
• Besi’s business, reputation and financial position may be harmed by health and safety
incidents, human rights violations, unethical behavior and non-compliance with Besi’s
Code of Conduct in its operations.
• Potential and actual negative impacts on sustainability matters such as human rights,
working conditions and health and safety in Besi’s supply chain could adversely impact
its reputation, supply of critical materials and its liabilities.
• Disobedience with the prevention and detection of bribery and corruption could lead to
financial loss.
Material information to be disclosed with respect to material impacts, risks and
opportunities has been determined based on the ESRS 2 requirements, EFRAG
Implementation Guidance on Materiality Assessment and the views of Besi’s Management
Team. Please refer to the description of Besi’s DMA for more detailed information on such
topics.
Please refer to the Risk Management section for further detail on Besi’s internal control
and risk management systems to manage and mitigate risks.
Governance of sustainability
Board of Management
At present, the Board of Management consists of one male person who is Besi’s Chief
Executive Officer and Chairman of the Board of Management. The Board of Management
has over 40 years of experience in developing leading edge assembly processes and
managing equipment manufacturing for leadframe, substrate and wafer level packaging
applications in a wide range of end-user markets including computing, mobile internet,
cloud server, electronics, automotive and industrial across Asia, Europe and North America.
The Board of Management is responsible for defining and achieving Besi’s sustainability
strategy and objectives. Developments with respect to Besi’s sustainability initiatives are
discussed regularly with the Supervisory Board where the Board of Management presents
progress against goals and targets for sustainability-related issues which since 2020 has
included regular quarterly reporting on sustainability topics.
The role of the Board of Management is to manage the Company and its affiliated
subsidiaries and to ensure their continuity which includes, among other things:
• The formulation of a long-term sustainable value creation strategy.
• The identification, analysis and management of the risks inherent in Besi’s business and
long-term sustainable value creation strategy and initiatives related thereto.
• The establishment of Besi’s risk appetite and implementation of measures necessary to
mitigate any risks undertaken.
• The proper regard for sustainability issues relevant to Besi and the global communities
in which we operate.
• The proper regard for the impact of new technologies on our society, products, employees,
stakeholders and business model in such areas as digitalization, artificial intelligence
and automation, amongst others.
The Board of Management is responsible for the execution of Besi’s sustainability strategy
and has amassed experience which includes:
• Conducting the DMA of sustainability-related impacts, risks and opportunities.
• Developing processes and internal controls to address material impacts, risks and
opportunities.
• Creating a policy framework that addresses the impacts, risks and opportunities of
Besi’s operations and communicates its expectations to suppliers.
• Setting sustainability-related targets, ambitions and milestones for Besi’s material
impacts, risks and opportunities.
• Ensuring Besi’s performance is aligned with its sustainability-related targets.
• Implementation of sustainability initiatives including Besi’s Design-to-X concept.
• Identifying and approving resources, expenditures and timescales to carry out
sustainability-related initiatives.
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In addition, the Board of Management is supported by the expertise of the Management
Team and Sustainability Team which have in-depth knowledge with regards to Besi’s
operations, value chain and the sustainability topics considered material as a result of the
Double Materiality Assessment. In cases where external knowledge and/or expertise is
required, Besi engages third-party experts to ensure compliance with local laws and
regulations and successful implementation of its sustainability strategy.
The Supervisory Board
The Supervisory Board is currently comprised of five members of which five members are
considered non-executive (100%) and independent (100%) within the meaning of best
practice provision 2.1.8 of the Dutch Corporate Governance Code. The current Supervisory
Board male/female ratio of 60%/40% is in accordance with the Supervisory Board’s profile,
Besi’s Inclusion and Diversity policy and with article 2:142b of the Dutch Civil Code. In
addition, 100% of the Supervisory Board is over 50 years old and none are Besi employees.
The Supervisory Board has a diverse composition in terms of experience, expertise, cultural
or other background, competencies, education, gender identity and nationality. The
Supervisory Board shall aim for an adequate level of knowledge and experience in financial,
economic, technological, sustainability, social and legal aspects of international business,
government and public administration. The Supervisory Board believes that it has the
requisite expertise, background, competencies and independence to carry out its duties
properly and that all members of the Supervisory Board have sufficient time to spend on
their respective duties and responsibilities. Please refer to the Report of the Supervisory
Board for more information.
In accordance with the Dutch Corporate Governance Code, the composition of Besi’s Board
of Management and Supervisory Board is structured to ensure that they possess the
necessary expertise, diversity, background and competencies to fulfill their responsibilities.
On all such points, its composition is aligned with the objectives of the Supervisory Board’s
profile.
The role of the Supervisory Board is to supervise the execution of strategy including the
management of Besi’s material impacts, risks and opportunities and the general affairs of
the Company by the Board of Management and Management Team and to assist the Board
of Management by providing advice.
In discharging their role, Supervisory Board members shall be guided by the interests of
Besi and its affiliated subsidiaries as well as the relevant interests of Besi’s shareholders
and other stakeholders. Supervisory Board members are required to put the interests of
Besi ahead of their own interests and to act critically and independently vis-a-vis one
another, the Board of Management and any particular third-party interests involved.
Further, the Supervisory Board also ensures that there is an appropriate level of oversight
with regards to material sustainability impacts, risks and opportunities during meetings
with the Board of Management. This includes oversight with respect to the governance of
sustainability, the execution of Besi’s sustainability strategy and the achievement of
targets related to the material impacts, risks and opportunities set by the Board of
Management and Management Team. The Supervisory Board receives quarterly updates on
such matters by the Board of Management. The Supervisory Board annually evaluates its
own functioning through the conduct of a self-assessment which also includes
sustainability topics.
In addition, the Supervisory Board is responsible for overseeing Besi’s sustainability
reporting process as part of its overall oversight of Besi’s strategy execution. All material
findings resulting from the use of Besi’s internal control and risk management system for
financial and non-financial risks are discussed with the Audit Committee as part of the
Supervisory Board’s quarterly or semi-annual meetings.
The Remuneration Committee shall prepare the requisite information necessary to support
the Supervisory Board’s decision-making process concerning the Remuneration Policy for
the Board of Management. The Remuneration Committee fulfils its obligations on an
annual basis by the review and proposal of the corporate goals and objectives associated
with the remuneration of the Board of Management. The annual criteria used to measure
the personal performance of members of the Board of Management are at the sole
discretion of the Supervisory Board including those targets of importance for the upcoming
year. The Remuneration Committee will propose to the Supervisory Board annually both
the financial and non-financial criteria used to measure the personal performance of each
member of the Board of Management. Non-financial criteria may include the execution,
performance or enhancement of Besi’s sustainability strategy, targets and/or key
performance indicators.
Management Team
Day-to-day responsibility for the governance process resides with the Management Team,
SVPs and the facility management in their respective departments and locations including
the controls and procedures used to monitor and oversee all impacts, risks and
opportunities. The Management Team is comprised of employees responsible for the
monitoring and reporting of impacts, risks and opportunities to the business as well as
those responsible for leading the response across the organization associated with any
new risks which may arise. The Management Team is also engaged to (i) assess
sustainability-related issues, (ii) develop sustainability-related initiatives and (iii) monitor
and track progress against Besi’s sustainability-related targets.
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SUSTAINABILITY GOVERNANCE STRUCTURE
Supervisory Board
Oversight of sustainability implementation
Audit Committee
Oversight reporting
Remuneration Committee
Review sustainability-related remuneration
Board of Management
Sustainability strategy and implementation
SVPs Product Groups SVP Operations
VP Strategic Supply
Management
VP Strategic
Sourcing
SVP Finance
CTO office
The Management Team’s in-depth knowledge of the impacts, risks and opportunities that
face Besi was relied upon to assess the impact and financial materiality of sustainability
topics throughout the Double Materiality Assessment process. The list of material
impacts, risks and opportunities addressed by the Board of Management, Supervisory
Board and Management Team is included in the Double Materiality Assessment section.
They also supported the discussion, review, validation and prioritization of material topics
for all of Besi’s subsidiaries addressed by our sustainability strategy which directly feeds
into our internal sustainability reporting framework. This implies that all Management
Team members:
• Implement facility and/or product-level sustainability data collection and reporting for
their operations.
• Manage teams that are responsible for the reporting of sustainability data.
• Set facility and/or product-level sustainability targets and monitor performance against
such targets.
• Report to the Board of Management with regards to the facility and/or product-level
sustainability performance on a quarterly basis as well as any new impact, risk or
opportunity trends on a monthly basis.
• Conduct impact, risk and opportunity assessments related to facility and/or product-
level operations.
• Support the Board of Management by reviewing corporate-level impacts, risks and
opportunities.
Sustainability Team
Besi’s Sustainability Team supports the Management Team, Board of Management and
Supervisory Board with the formulation and development of the Company’s sustainability
strategy, development of the policy framework, identification of impacts risks and
opportunities, data collection and aggregation, setting sustainability-related targets and
implementation of sustainability initiatives.
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Integration of sustainability-related performance in incentive schemes
Besi’s remuneration programs are designed to reward the Board of Management,
Management Team and selected Besi employees for their achievement of specified
business, financial and sustainability objectives. As such, they are linked to and dependent
on the execution of our strategy in a socially responsible and sustainable manner. We link
variable remuneration to specific financial and non-financial goals which reflect Besi’s
strategic business objectives. As a result, we believe that Besi has created a performance-
oriented environment for eligible executives and employees which aligns their interests
with those of internal and external stakeholders and our commitment to make a
sustainable contribution to society. In designing the Remuneration Policy, we also consider
stakeholder interests and feedback, specific market trends, industry developments and
the views of society.
The Supervisory Board approves remuneration schemes upon the recommendation of the
Remuneration Committee. The Committee analyses the possible outcomes of its variable
remuneration elements and how they may affect the total remuneration of the Board of
Management. In this respect, the Committee evaluates the development of Besi’s
underlying share price as well as other factors which create variable remuneration
exposure such as Besi’s financial performance, business, strategy and execution of
sustainability initiatives. Variable remuneration is primarily linked to predetermined,
assessable and quantifiable financial targets which are predominantly of a sustainable
nature. It is also linked to Besi’s strategy including associated business, financial and
sustainability objectives, values, purpose and vision, all of which are aligned with long-
term shareholder value creation. To this end, the composition of the short-term incentives
will consist of financial measures (70%) and non-financial measures (30%). Financial
measures are linked to the overachievement of Net Margin, Return on Average Equity
(“ROAE”) and Cash flow from Operations/Revenue metrics. Non-financial measures include
sustainability, operational, strategic, customer and/or leadership measures.
The Committee reviews the performance realized by the member of the Board of
Management with respect to ten equally weighted and pre-defined personal, non-financial
and sustainability performance objectives representing 30% of the potential total STI
bonus. Three of the objectives, representing 9% of the total STI bonus, are directly linked
to the sustainability performance objectives set forth below:
• Further enhance Besi’s sustainability strategy.
• Continue to report in alignment with the CSRD in 2025.
• Implement Climate Transition Plan to meet the Net Zero GHG commitment as set forth
in the Annual Report.
• Achieve further progress in the topics related to people and wellbeing, specifically
(i) inclusion and diversity, (ii) employee health and safety, (iii) employee development and
(iv) engagement.
• Further enhance Besi as responsible business including ethics and compliance and
responsible supply chain.
The above performance includes an aggregate assessment against Besi’s sustainability
targets but does not include performance against individual sustainability targets.
The Supervisory Board regularly (i) reviews Besi’s business objectives, (ii) undertakes risk
assessments, (iii) assesses Besi’s overall performance with respect to its business
objectives, (iv) undertakes scenario analyses of the possible outcomes of the variable
remuneration elements and how those may affect total remuneration and (v) considers
the performance of individual members of the Board of Management compared to their
own specific business objectives. Furthermore, the Remuneration Committee obtains the
views of the individual members of the Board of Management with respect to the level and
structure of remuneration.
In accordance with the Dutch Corporate Governance Code, members of the Supervisory
Board have fixed payments related to the number of meetings and other activities
conducted on an annual basis. There is no incentive scheme for the Supervisory Board with
respect to sustainability-related issues.
Statement on due diligence
Besi is committed to the conduct of its operations in accordance with internationally
recognized standards and best practices and to promote sustainability with all stakeholders
through the reporting on its material sustainability risks, opportunities and impacts on an
annual basis in compliance with regulatory standards. To this end, Besi performs due
diligence across its sites and its supply chain regarding various sustainability topics. The
outcomes of our due diligence process inform us of our material impacts, risks and
opportunities with respect to sustainability matters. The identification, prevention,
mitigation and reporting of such actual and potential impacts is embedded in the way we
conduct our business.
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Details regarding Besi’s due diligence process with respect to its material impacts, risks and opportunities, are as follows:
Core elements of due diligence Topic Paragraphs in Sustainability Statement
a) Embedding due diligence in
governance, strategy and
business model
i. ESRS 2 GOV-2: Information provided to and sustainability matters addressed by
the undertaking’s administrative, management and supervisory bodies.
ii. ESRS 2 GOV-3: Integration of sustainability-related performance in incentive
schemes.
iii. ESRS 2 SBM-3: Material impacts, risks and opportunities and their interaction
with strategy and business model.
Governance of sustainability - The role of the administrative, management and supervisory
bodies.
Governance of sustainability - The role of the administrative, management and supervisory
bodies.
Double Materiality Assessment - Material impacts, risks and opportunities and their
interaction with strategy and business model.
b) Engaging with affected
stakeholders in all key steps of
the due diligence process
i. ESRS 2 GOV-2.
ii. ESRS 2 SBM-2: Interests and views of stakeholders.
iii. ESRS 2 IRO-1.
iv. ESRS 2 MDR-P.
v. Topical ESRS: Reflecting the different stages and purposes of stakeholder
engagement throughout the due diligence process.
Double Materiality Assessment - Material impacts, risks and opportunities and their
interaction with strategy and business model.
Strategy, business model and value chain - Stakeholder engagement.
Double Materiality Assessment - Description of the process to identify and assess material
impacts, risks and opportunities.
Double Materiality Assessment – Risk Management; Environment – Climate Transition
Plan, Climate change-related policies; Social – Own Workforce - Policies related to own
workforce; Social – Workers in the value chain - Policies related to value chain workers;
Governance - Policies related to business conduct.
Environment; Social – Own Workforce; Social – Workers in the value chain; Governance.
c) Identifying and assessing
adverse impacts
i. ESRS 2 IRO-1 (including application requirements related to specific
sustainability matters in the relevant ESRS).
ii. ESRS 2 SBM-3.
Double Materiality Assessment - Description of the process to identify and assess material
impacts, risks and opportunities; Annex 1 - Disclosure requirements in ESRS covered by
Besi’s Sustainability Statement.
Double Materiality Assessment - Material impacts, risks and opportunities and their
interaction with strategy and business model.
d) Taking actions to address those
adverse impacts
i. ESRS 2 MDR-A.
ii. Topical ESRS: Reflecting the range of actions, including transition plans,
through which impacts are addressed.
Double Materiality Assessment – Material impacts, risks and opportunities and their
interaction with strategy and business model, Risk management; Environment – Climate
Transition Plan, Climate change actions and resources; Social – Own Workforce - Own
workforce actions and resources; Social – Workers in the value chain - Workers in the value
chain actions and resources; Governance - Prevention and detection of corruption and
bribery.
e) Tracking the effectiveness of
these efforts and
communicating
i. ESRS 2 MDR-M.
ii. ESRS 2 MDR-T.
iii. Topical ESRS.
General basis of preparation – Reporting scope for sustainability metrics; Environment –
Metrics; Social – Own Workforce - Metrics; Social – Workers in the value chain - Metrics
and Targets; Governance - Metrics and Targets.
General basis of preparation – Reporting scope for sustainability metrics; Environment –
Targets; Social – Targets; Social – Workers in the value chain - Metrics and Targets;
Governance - Metrics and Targets.
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Internal control and risk management
Besi’s internal control and risk management function operates under the responsibility of
the Board of Management and is monitored on an ongoing basis. The Supervisory Board
oversees the internal control and risk management function and maintains regular contact
with the persons fulfilling this function. Besi’s internal control system consists of a formal
framework defining key risks and key controls over financial reporting, an internal control
charter outlining audit systems and procedures as well as the internal audit plan for the
year. Operational, IT, compliance, tax and fraud controls are included in this framework.
The internal control system over financial reporting also contains clear accounting rules.
It has been implemented in substantially all operations and material subsidiaries and
supports common accounting and regular financial reporting in standard formats.
Our internal control and risk management systems are designed to address, identify and
limit sustainability-related risk factors and non-financial risks that could affect both our
strategy and business operations. Besi’s sustainability reporting framework has been
created to ensure that sustainability-related data is collected from our operations on a
quarterly basis. Besi’s Sustainability Team manages data collection, validation, aggregation
and reporting to the Board of Management and Management Team consistent with its
internal control framework. Internal controls for sustainability reporting vary based on the
metrics being measured as multiple business units across Besi’s geographies contribute
to sustainability data collection. For instance, the definition of adequate wages may differ
from country to country. At a consolidated level, control measures are in place to ensure
accurate and complete reporting of sustainability-related metrics as part of our Annual
Report. Any issues identified by the internal control framework are reported to the Board
of Management.
We implement dedicated controls through our internal control system to ensure the
development of a reporting framework based on our material impacts, risks and
opportunities. To date, we have implemented the following internal controls:
• Gap assessment to identify policy-, procedure- and data gaps to meet regulatory
reporting requirements.
• Annual review of the sustainability reporting framework and its ability to meet regulatory
reporting requirements.
• Quarterly sustainability data collection, review, aggregation and reporting.
The sustainability-related risks are incorporated into our overall risk management
approach. Besi’s risk management program seeks to identify and control potential risks
and events which may affect our strategy, continuity, business and performance. Refer to
the Risk Management section for more details on our risk management process.
Sustainability-related risks can be identified through:
• Quarterly sustainability data collection, aggregation and discussion with the
Management Team and the Board of Management.
• Internal control framework oversight of sustainability data collection and reporting.
• Engagement with Besi’s stakeholders.
• Communication channels such as the Whistleblower procedure and Grievance procedure
available for our own workforce, workers in the value chain and other stakeholders.
• Climate risk assessment.
• Double Materiality Assessment of sustainability-related impacts, risks and opportunities.
Mitigation strategies for sustainability-related risks include (i) the collection and analysis
of sustainability-related KPIs, (ii) capital allocation towards projects which help mitigate
identified risks, (iii) action plans with short-, medium- and long-term actions and targets
and (iv) company-wide policies which are communicated throughout our value chains. The
Management Team is responsible for the monitoring and reporting of all identified risks as
well as for leading the response across the organization with respect to any new risks
which may arise. All material findings that result from the use of Besi’s internal control
and risk management system for financial and non-financial risks are discussed with the
Board of Management on a monthly basis and with the Audit Committee as part of the
Supervisory Board’s review on a quarterly or semi-annual basis.
Besi’s Annual Report shall include a report of the Supervisory Board in which it shall render
an account of the supervision conducted for the previous financial year. The supervision of
the Board of Management by the Supervisory Board shall include its responsibility relative
to Besi’s corporate strategy, the risks inherent in its business activities and the
effectiveness of the design and operation of its internal risk management and control
systems. The report shall also include an account of the Supervisory Board’s involvement
in the establishment of a long-term sustainable value creation strategy and the way in
which it monitors its implementation.
In addition to internal controls over financial reporting, the external auditor reviews the
process carried out by Besi to identify the information reported pursuant to the ESRS. The
results of this audit are discussed with the Board of Management and the Audit Committee
of the Supervisory Board.
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Environment
Climate change
We recognize the urgent global challenge to reduce greenhouse gas emissions. We
contribute to this effort by investigating innovative systems and solutions to help reduce
emissions during their entire use phase and by providing a transparent overview of
greenhouse gas emissions as part of our Sustainability Statement. Since 2019, Besi has
reduced its absolute Scope 1 & 2 emissions by 97%. We aim to reach net zero greenhouse
gas emissions in our operations by 2030 incorporating all Scope 1 & 2 emissions. Our long-
term objective is to reach net zero carbon emissions by 2050 in recognition of the global
ecological and societal imperatives caused by climate change. In 2025, we reviewed and
updated Besi’s Climate Transition Plan which was approved by our Board of Management
and the Supervisory Board.
Governance
For more detailed information on the Governance of climate-related impacts, risks and
opportunities, please refer to the Governance of sustainability section. Besi’s Board of
Management is responsible for the direction of our sustainability strategy which includes
climate-related issues. In addition, the Supervisory Board ensures that there is an
appropriate level of oversight with regard to Besi’s climate-related impacts, risks and
opportunities. The Management Team is engaged to (i) assess climate-related issues,
(ii) develop climate-related initiatives and (iii) monitor and track progress against Besi’s
climate-related targets. In addition to the quantitative targets set for climate change as
outlined in the Targets section and in the Remuneration Report in this Annual Report, the
Board of Management’s remuneration performance objectives include the assessment of
progress against qualitative sustainability criteria including enhancement of sustainability
strategy and formulation of emission reduction targets.
As described in the section Basis for Preparation of Sustainability Statement, 30% of the
total non-financial related STI bonus is directly linked to the sustainability performance
objectives including specific climate change-related metrics to encourage development
and achievement of Besi’s Net Zero commitment.
Carbon emissions
Reducing Besi’s carbon footprint is a key focus of our sustainability strategy. In reporting
carbon emission levels, we have adopted the standards and methodology set forth by the
Greenhouse Gas Protocol, an independent standard which divides emissions into three
scopes:
Scope 1 emissions
Scope 1 emissions cover direct greenhouse gas (“GHG”) emissions resulting from day-to-
day business activities. This category includes on-site fuel combustion such as gas boilers
as well as manufacturing, transport and fugitive emissions. In the context of Besi’s
operations, Scope 1 emissions include emissions related to the use of fuels such as natural
gas, gasoline and diesel. Natural gas is used in our operations in Austria, Switzerland, the
Netherlands (Meco) and China (Besi Leshan) to heat our buildings. Gasoline and diesel are
used as transportation fuels in Austria and China (Besi Leshan) .
Scope 2 emissions
Scope 2 emissions cover indirect GHG emissions which result from the electricity, heat and
steam we purchase from external sources. These emissions include electricity consumption
for our operations globally, centralized heating of our buildings in Besi Netherlands and
the centralized cooling of our buildings in Besi Singapore.
Scope 3 emissions
Scope 3 emissions measure all other indirect emissions outside of Besi’s operations and
across its value chain including emissions from our suppliers and customers. We report on
all material Scope 3 emission categories according to the GHG Protocol methodology.
Between 2019 and 2024, Besi reported fully on Scope 1 & 2 emissions. In addition, we
reported on a limited scope with respect to Scope 3 emissions including the following
categories:
• 3.3 Fuel- and energy-related activities not included in Scope 1 or Scope 2
• 3.4 Upstream transportation and distribution
• 3.6 Business travel
• 3.9 Downstream transportation and distribution
In 2024, Besi examined the materiality of all other Scope 3 emission categories and made
progress with data collection processes and methodologies so that we could report an
expanded GHG inventory. This led to data collection for the following additional Scope 3
emission categories which were deemed material:
• 3.1 Purchased Goods and Services
• 3.2 Capital Goods
• 3.5 Waste Generated in Operations
• 3.7 Employee Commuting
• 3.11 Use of Sold Products
• 3.12 End-of-Life Treatment of Sold Products
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In 2025, Besi disclosed Scope 3 emissions in alignment with the categories reported in
2024 and continued to work on GHG emissions data granularity. Details on the included
and excluded Scope 3 emissions categories are provided in the section GHG emissions
accounting methodology.
While reducing emissions from our own operations is mostly within our direct control, our
Scope 3 emissions objectives require action throughout our value chain. Implementing
low-carbon initiatives across our value chain requires collaboration with our suppliers,
customers and other stakeholders to reduce the overall footprint of the sector.
A significant portion of our Scope 3 emission reduction targets can be realized through the
transition to renewable energy sources of our value chain partners, customers and
suppliers. We aim to decarbonize our value chain through the implementation of different
decarbonization initiatives in our upstream and downstream value chain and through our
own operations.
Climate Transition Plan
The Climate Transition Plan outlines our roadmap for investment in climate impact
reduction and the implementation of energy efficiency and renewable energy projects
throughout Besi’s operations. In addition, we will continue to engage and cooperate with
our supply chain to reach Besi’s climate-related goals including the reduction of our
upstream impact and implementation of sustainable design concepts to improve the
downstream impact of our equipment.
We continuously review our climate-related performance and strategy, set more ambitious
targets and seek to expand the scope of our climate-related reporting. Besi considers its
strategy and targets to be compatible with the transition to a sustainable economy,
limiting global warming to 1.5°C in line with the Paris agreement. To this end, based on the
“SBTi Services Criteria Assessment Indicators” report Version 1.5, we aligned our short-
term targets with the following Science Based Targets initiative ("SBTi") criteria:
• Absolute reduction targets for Scope 1 & 2 emissions are eligible when they are at least
as ambitious as the minimum of the approved range of emissions scenarios consistent
with the 1.5°C goal. For base years after 2020, the absolute emissions reduction must
meet the minimum reduction value over the target period: Minimum value for absolute
reduction target = 4.2% x (Target year minus 2020).
• At a minimum, near-term Scope 3 targets (covering total required Scope 3 emissions or
individual Scope 3 categories) shall be aligned with methods consistent with the level of
decarbonization required to keep the global temperature increase well-below 2°C
compared to pre-industrial temperatures. For base years 2020 or later, the timeframe
ambition (i.e., ambition from the base year to the target year) for absolute percentage-
based emission reduction targets must be, at a minimum, aligned with the well-below
2°C ambition threshold: Minimum value for absolute contraction target = 2.5% x (Target
year minus 2020).
Given the SBTi criteria, we conclude that the following targets for our Scope 1 & 2 emissions
are consistent with the 1.5°C goal, specifically:
• Besi’s interim target of a 75% reduction in Scope 1 & 2 emissions by 2026 which was set
in 2022 and relative to a 2021 baseline year.
• Besi’s target of net zero Scope 1 & 2 emissions by 2030 which was set in 2023.
Our long-term objective is to reach net zero emissions by 2050 in line with the goal
established in the European Climate Law with the aim of limiting global warming to well-
below 2°C. We may consider reviewing our long-term Net Zero ambition based on the
granularity of GHG emissions data from our suppliers and the success of our decarbonization
initiatives. In 2025, we made progress towards our Net Zero goal through the sustainable
design of our machines, supply chain engagement and other emission reduction initiatives
as set forth in this chapter.
In addition, Besi is not excluded from the EU Paris-aligned Benchmarks ensuring that our
business model and strategy align with the achievement of net zero by 2050 and limiting
global warming to 1.5°C as per the Paris Agreement.
Scope 1 & 2 emission decarbonization levers
Besi’s Scope 1 & 2 emissions aggregated 313 tCO₂eq in 2025 with Scope 1 emissions
representing 99 tCO₂eq (32%) and Scope 2 emissions representing 214 tCO₂eq (68%). Since
2019, Besi has achieved a 97% reduction in absolute Scope 1 & 2 emissions with our 2025
performance already exceeding the targets established for 2026. Our decarbonization
levers detail the actions planned to reach our net zero Scope 1 & 2 emissions target by
2030.
The largest reductions in Scope 1 & 2 emissions are achieved through the purchase of
renewable energy (97% of total potential Scope 1 & 2 emissions). The remaining 3% of
emission reductions will result from (i) the replacement of natural gas by renewable energy
sources for the heating of buildings, (ii) increased energy efficiency and (iii) the transition
to electric vehicles or vehicles using sustainable fuels.
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SCOPE 1 & 2 EMISSION REDUCTION LEVERS*
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
100%
1%
2%
97%
Scope 1 & 2 emissions Green electricity Renewable energy and
energy efficiency
Electric vehicles
* Decarbonization levers are based on the Scope 1 & 2 emissions reported in 2021 (baseline year for our GHG targets).
We implement sets of measures through our operations globally to reduce our Scope 1 & 2
emissions including the following key levers:
• Key Lever 1, Purchase and production of renewable energy: We target 100% renewable
energy use in our operations globally by 2030. Since 2022, we have achieved 100%
renewable electricity consumption at our operations across Europe. In 2025, we
continued our efforts to source renewable energy or procure internationally recognized
Renewable Energy Certificates (“REC”) and Green Electricity Certificates (“GEC”) for our
Asian operations in line with our 2030 renewable energy goals. Through the procurement
of renewable energy at our Asian operations, the share of renewable electricity
consumption has increased from 71% in 2023 to 99% in 2025, resulting in a 4,702 tCO₂eq
(96%) reduction of Besi’s Scope 2 emissions.
• Key Lever 2, Implementation of energy efficiency and renewable energy sources in
heating and cooling solutions: At certain operations natural gas (methane) is used as a
fuel source for heating buildings. We strive to fully replace natural gas usage at our
operations with renewable energy sources by 2030. Where feasible, we will implement
renewable energy solutions to reduce emissions associated with the heating and/or
cooling of our buildings such as were achieved over the course of 2023, 2024 and 2025 at
our Austrian operations. We also successfully implemented a new, more energy efficient
AI heating and cooling solution at our operations in the Netherlands.
Groundwater heat pump project at Besi Austria
During 2023, we invested in a groundwater heat pump at Besi’s Radfeld, Austria facility
to replace natural gas usage for its central heating system. The project’s aim was to fully
substitute gas usage with renewable heat generation and to reduce gas usage on an
annual basis by approximately 50,000 m³, or approximately 100 tCO₂eq emissions. In
2024, the heat pump was adapted to a closed loop water system in order to cool Besi’s
machines and prevent heat buildup which could cause devices to break down or
malfunction. The project became operational in 2024 and led to a reduction in gas usage
of 36% versus 2023 (31 tCO₂eq). In 2025, as the heat pump project approached full
capacity and generated 518 MWh of renewable heat, we achieved an 86% reduction in
gas consumption relative to 2024, equivalent to 25,754 m
3
or 49 tCO₂eq. As such, Besi
Austria has realized a reduction in gas consumption of 42,437 m
3
or 80 tCO₂eq in 2025
relative to 2023.
Implementation of energy efficiency projects
We continuously design and implement energy efficiency projects for our operations
which include the thermal insulation of buildings, smart heating and cooling and LED
lighting. Such low-cost projects result not only in reduced energy consumption and GHG
emissions but also create a more comfortable working environment for our employees.
A typical example was implemented over the past two years at our operations in the
Netherlands:
Energy management software in Duiven, the Netherlands
In May 2024, an AI-powered heating and cooling system was installed at our Duiven
location in the Netherlands. The installation of this system established a 38% reduction
in heat consumption in 2024 versus 2023. In 2025, we achieved a further 7% reduction in
heat consumption at our Duiven location relative to 2024 which has resulted in an overall
reduction in heat consumption of 42% relative to 2023.
Energy management software at Meco in the Netherlands
In 2025, following the success of the new heating and cooling system in Duiven, a similar
energy management system was installed at Meco in the Netherlands. The installation
of this system resulted in a 42% reduction in gas consumption in 2025 relative to 2024.
System implementation resulted in an overall reduction in energy consumption of 20%
(equivalent to 54 MWh) despite a 4% increase in electricity usage at Meco. It is anticipated
that such energy savings will increase in 2026 as the system will be operational for a full
year and will have data from 2025 with which to facilitate further improvements.
• Key lever 3, Transition to electric vehicles or vehicles operating on sustainable fuels:
About 1% of Besi’s Scope 1 & 2 emissions are associated with emissions from the use of
transport fuels. We commit to fully replace Besi’s ICE vehicles with EV vehicles by 2030.
To this end, all transportation between Besi Leshan warehouses and factories in 2025
used EV vehicles purchased in 2023 further supported by the installation of electric
charging points.
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Locked-in GHG emissions in our own operations
Besi owns and operates the following equipment that could represent locked-in GHG
emissions:
• Natural gas boilers at Besi’s operations in the Netherlands, Switzerland and China and
associated stationary combustion emissions.
• Internal combustion engine company vehicles fueled by petrol or diesel.
Besi’s locked-in emissions in its own operations are not significant. Both of these sources
are already considered and covered by Besi’s carbon emission reduction levers as described
above.
Scope 1 & 2 emissions decarbonization roadmap
Our Climate Transition Plan provides more detail on the short-, medium- and long-term
decarbonization priorities for our own operations. Initiatives to achieve the above-
mentioned emission reduction levers have already begun and are expected to be completed
by 2030.
Scope 3 emissions decarbonization levers
Scope 3 emissions represented 99% of Besi’s total GHG emissions accounting for 251,096
tCO₂eq in 2025 as disclosed in the paragraph Metrics of the section Environment. The two
largest Scope 3 emission sources were attributed to Purchased Goods and Services from
Besi’s supply chain (93,555 tCO₂eq) and the downstream Use of Sold Products (148,081
tCO₂eq) which together represented 96% of Besi’s total emissions in 2025. In addition, the
following material GHG Protocol Scope 3 emission categories represented 4% of Besi’s
total emissions in 2025: Fuel and Energy-related Activities, Upstream Transportation and
Distribution, Waste Generated in Operations, Business Travel, Employee Commuting,
Downstream Transportation and Distribution and End-of-life Treatment of Sold Products.
In 2025, we excluded the Capital Goods category from the scope of reporting due to the
potential risk associated with double counting emissions also categorized as Purchased
Goods and Services (as described in the GHG emissions accounting methodology section).
We are implementing upgrades to our internal reporting system to ensure the classification
of the Capital Goods category in the Purchased Goods and Services category. Based on a
preliminary assessment, separate reporting of the Capital Goods category is not expected
to result in any material impact to our total Scope 3 emissions.
Key decarbonization levers for our Scope 3 emissions include the (i) adoption of renewable
energy by our customers, (ii) implementation of sustainable design concepts to reduce
energy consumption of our systems and (iii) decarbonization of our supply chain.
SCOPE 3 EMISSION REDUCTION LEVERS*
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
48%
100%
-97%
Upstream and
downstream emissions
Downstream adoption
of renewable energy
Supply chain adoption
of renewable energy
Supply chain
sustainable design
Supply chain
procurement
Low-carbon
transportation
Other
measures
12%
25%
5%
5%
2%
3%
Downstream
sustainable design
* Decarbonization levers are based on the Scope 3 emissions assessment conducted in 2024.
Scope 3 emissions occur indirectly from Besi’s owned and controlled operations through
our upstream and downstream value chain. As such, Besi’s Scope 3 emissions
decarbonization levers are focused on partnership programs with our suppliers and
customers to facilitate emission reductions:
• Key Lever 1, Reduction of downstream emissions through the adoption of renewable
energy by our customers: Downstream emissions from product use represent the largest
portion of our Scope 3 emissions. As a result, the achievement of Besi’s decarbonization
objectives significantly depends on our customers’ decarbonization activities and
renewable energy adoption. Many of our customers already have stringent climate
policies in place, utilize renewable energy and have set ambitious decarbonization
targets. We will therefore focus on the implementation of innovative solutions to track
and verify our customers’ renewable energy usage. In addition, we will encourage and
motivate customers still considering the adoption of renewable energy by means of
partnerships through industry associations and global decarbonization initiatives.
Further, we implemented accounting metrics in 2025 to better measure downstream
emissions related to the use of our systems. Over the medium-term, we will work to
improve the granularity of this assessment and formulate tangible emission reduction
targets for this decarbonization lever.
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Since 2023, Besi has increased its focus on sustainable design initiatives related to energy
consumption and greenhouse gas emissions. Toward this end, we developed an initiative
named Design-to-X as part of our strategic plan review. This initiative combines the
Design-to-Cost and Design-to-Sustainability concepts to identify sustainability
improvement opportunities in all product groups while reducing the cost of many mature
die attach and packaging platforms. More specifically, the review analyzed the ways Besi
could reduce its greenhouse gas emissions and energy use and minimize the carbon
footprint for its end-users while increasing product performance and efficiencies in design,
procurement and operations.
In 2025, we developed certain key deliverables for each product group utilizing Besi’s
existing sustainable design engineering efforts and plan to engage with customers who
derive the greatest value from decarbonization efforts. As such, significant advancements
were made in integrating sustainable design solutions into our Die Attach platforms which
led to reduced energy consumption across four main Die Attach product lines. Distinct
energy reduction targets and savings have been established for each product line.
Customers can realize such energy consumption reductions by installing software updates
for the product lines without the need to purchase new machines. Over the past two years,
the implementation of the Design-to-X concept has resulted in total energy consumption
reductions of 6.9% for our multi module, 5.0% for our flip chip and 7.1% for our soft solder
die bonding product lines. A significant portion of the estimated energy savings from the
four die bonding product lines was as a result of software updates. Further energy
consumption reductions are planned for implementation in 2026. As a result, we can
provide customers a lower total cost of ownership and an improved return on initial
investment while promoting sustainability themes.
ESTIMATED ENERGY SAVINGS FROM DESIGN-TO-X INITIATIVE VERSUS 2023
BASELINE YEAR
Product line Energy
savings
2024
Energy
savings
2025
Cumulative
energy savings
2025 vs. 2023
Cumulative energy
savings estimated
for 2026 vs. 2023
Multi module die attach 6.9% - 6.9% 7.4%
Epoxy die bonding - - - 7.1%
Flip chip die bonding 2.1% 2.9% 5.0% 5.0%
Soft solder die bonding - 7.1% 7.1% 7.1%
Design-to-Sustainability
Circular Design
For existing/future systems
Optimize across multiple
sustainability metrics
(e.g., carbon emissions, water
use, electricity)
Design-to-X
Combination of Design-
to-Cost and Design-
to-Sustainability
Design-to-Value
Maximizing value for
customers
• Introduce Design-to-
Sustainability (focusing
on sustainability metrics)
• Embed Design-to-X in
development process
• Set up requisite
engineering capabilities
and resource allocation
• Continue reducing total
cost of ownership for die
bonding and packaging
systems
Design-to-Cost
Cost-Efficient-Design
Priority in new product
development
Cost-Down-Engineering
Reduce total cost of
ownership
Optimizing for cost
Optimizing for sustainability
Design-to-X initiative
Besi’s Design-to-X initiative combines the Design-to-Sustainability and Design-to-Cost
concepts to identify energy consumption, material usage and other improvement
opportunities in all product groups while reducing the cost of many mature die attach
and packaging platforms.
Implementation of sustainable design concept
In 2021, we launched several sustainable design initiatives focused on design-to-cost,
quality and sustainability. Such initiatives were focused on upgraded versions of our
mainstream die bonding product lines as well as new wafer level assembly platforms
such as hybrid bonding and next generation TCB systems.
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• Key Lever 2, Adoption of renewable energy in our supply chain: Emissions in our supply
chain is the second largest category of Besi’s Scope 3 emissions. Under this lever, the
reduction of associated GHG emissions is dependent on the adoption of renewable
energy by our suppliers. As such, we will create partnership programs with our suppliers
focused on incentives to motivate the implementation of renewable energy projects or
the procurement of renewable energy. During 2024, we collected Scope 3 emissions data
for purchased goods and services in our supply chain. We plan to improve the granularity
of this assessment and set targets for renewable energy adoption in our supply chain.
Many of our suppliers are located in Asia where the supply of renewable energy is not as
readily available as in Europe. For such suppliers, we conducted training programs in
2025 to (i) build their renewable energy capacity, (ii) create strategic partnerships
focused on the decarbonization of their operations and (iii) help suppliers procure
renewable energy via internationally recognized instruments such as RECs.
• Key Lever 3, Procurement of low-carbon products and services: We engage with our
suppliers via questionnaires and site visits to assess their carbon footprint. This helps
us (i) categorize our suppliers based on their carbon footprint, (ii) develop a supply chain
engagement strategy which prioritizes suppliers with relatively more carbon-intensive
operations and (iii) focus on the reduction of GHG emissions. The procurement of low-
carbon products and services and our sustainable design initiative are aligned to identify
sustainable design opportunities for the usage of low-carbon products and materials in
Besi’s system production. In the next few years, we aim to develop sustainable
procurement solutions and to create emission reduction targets for this decarbonization
lever in light of our ambition to reach net zero emissions across all scopes by 2050.
Our engagement with the supply chain in 2025
In 2024, we established a risk map matrix to assess the importance, reliability, financial
condition and sustainability of all suppliers on a regular basis. Besi evaluates suppliers by
means of its Quarterly Business Review ("QBR") process under which we regularly conduct
performance reviews and key supplier audits. Specifically, Besi integrated sustainability
criteria into its QBR scorecard and assigned such criteria a 10% weighting in the final
performance review of the year. Improvement programs are (i) based on the outcome of the
performance reviews, (ii) developed in collaboration with suppliers and (iii) monitored by
Besi during periodic engagements.
Engagement with suppliers resulted in additional progress on sustainability topics in 2025.
Besi APac initiated a Supplier Decarbonization Program focusing on 48 key suppliers to
strengthen GHG emissions reporting and reduction capability. The program included
capacity building and data collection via the carbon emissions reporting survey that is
conducted on an annual basis. Capacity-building efforts included technical workshops and
direct guidance by Besi, focusing on GHG emissions calculation methodologies and data
quality improvement. The survey results were analyzed to identify gaps, readiness levels,
and priority areas for support, informing next-phase engagement in line with Besi’s supply
chain decarbonization plans.
In addition, Besi APac suppliers were guided via UN Global Compact SME ESG Hub to help
them develop and submit their ESG Improvement Plans. They were also supported by
one-to-one consultations held by Besi APac’s Sustainability Team to translate insights
into actionable decarbonization initiatives.
• Key lever 4, Low-carbon transportation: This lever focuses on the reduction of emissions
associated with upstream and downstream transportation. Our key initiatives to reduce
such emissions include:
• Optimization of the transport and logistics of our systems.
• Selection of low-carbon transportation types where possible.
• Assessment of options to use sustainable fuels.
• Development of innovative solutions with logistics service providers and operators.
Besi’s continuous efforts to optimize transportation emissions have led to the adoption of
sustainable transportation wherever possible. Besi monitors upstream and downstream
transportation emissions on a quarterly basis to measure the effect of transportation on
our Scope 3 emissions and to help reach our net zero emissions target. Our first Scope 3
emissions target set in 2022 already included upstream and downstream transportation as
well as business travel emissions. Please refer to the section Targets for further details. In
the next few years, we aim to make further progress with low carbon transportation
solutions in light of our ambition to reach net zero emissions across all scopes by 2050.
• Key lever 5, Other solutions to reduce Scope 3 emissions: Other solutions include projects
focused on increasing the granularity of supply chain emissions data, increasing waste
recycling and reuse and procuring sustainable solutions for waste processing.
Locked-in GHG emissions related to the use of our products
Our systems are powered by electricity at our customers’ operations. The use of our
systems represents the largest category of Besi’s Scope 3 emissions and has the largest
impact on climate change. We do not expect significant locked-in GHG emissions from the
use of our products on a long-term basis but remain proactive in our approach to ensure
Scope 3 emissions reduction. Further, we aim to set up innovative solutions and partnership
programs with our customers, industry associations and global decarbonization initiatives
to encourage their use of renewable energy. Our Design-To-X initiative will also help reduce
the GHG emissions and energy usage of our equipment. Our objective is to minimize the
carbon footprint of our end-users while increasing Besi’s product performance and design,
procurement and operating efficiencies.
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Scope 3 emissions decarbonization roadmap
Our Climate Transition Plan provides more detail on the short-, medium- and long-term
decarbonization priorities for our value chain emission reductions. Initiatives to achieve
such emission reduction levers have already started and are expected to be completed by
2050 in line with our Net Zero emission ambitions.
Decarbonization CapEx and OpEx
We aim to allocate the appropriate level of CapEx towards Scope 1 & 2 and Scope 3 emission
decarbonization levers in order to achieve Besi’s GHG emission reduction milestones and
targets. CapEx associated with Scope 1 & 2 emission decarbonization levers include the
implementation of renewable energy and energy efficiency projects as well as the purchase
of electric vehicles to replace internal combustion engine vehicles throughout our
operations. In addition, OpEx required for the reduction of Scope 1 & 2 emissions includes
the purchase of renewable energy or renewable energy certificates. Further, Besi did not
have significant CapEx related to coal, oil or gas-related economic activities during 2025
as it does not operate in the coal, oil or gas sectors.
CapEx associated with Scope 3 emission decarbonization levers include the implementation
of Besi’s Sustainable Design initiative. OpEx related to such levers includes the
development of partnership programs with Besi’s suppliers and customers to enhance
their use of renewable energy and the implementation of energy efficiency and renewable
energy projects in their operations.
In 2025, progress was made to increase the granularity of our GHG Scope 3 emissions data,
engage the supply chain on the adoption of renewable energy and implement sustainable
design concepts to reduce the energy consumption of our systems. Moving forward, there
are plans to further develop the Climate Transition Plan by continuing to set ambitious
decarbonization targets and developing partnerships with our value chain partners.
Transition plan alignment with overall business strategy and financial planning
The integration of the Climate Transition Plan into Besi’s business strategy has become
increasingly important as we navigate the impacts, risks and opportunities posed by
climate change. Besi’s Climate Transition Plan is aligned with our overall business strategy.
We aim to align it with our financial planning across multiple dimensions:
• Alignment with corporate vision and risk management: Besi’s strategy emphasizes long-
term growth, innovation and market leadership. Our Climate Transition Plan supports
these objectives by identifying how sustainability and climate resilience can drive
competitive advantages for our business. In addition, we assess climate-related risks as
part of our strategic planning including climate-related regulation, physical risks from
extreme weather and sustainability-related market preferences and the preparation of
responses to such risks.
• Market positioning and competitiveness: We seek to obtain a competitive advantage and
therefore long-term sustainable value creation by ensuring our business is fully
transparent with stakeholders and by optimizing our sustainable product design.
• Operational efficiency: We strive to improve resource efficiency, reduce waste and
optimize energy use, all of which can lower operational costs.
• Regulatory compliance and policy alignment: Besi’s Climate Transition Plan aids
compliance with regulatory requirements by proactively adopting practices in alignment
with emerging climate policies and regulations.
• Long-term financial performance: Investors increasingly prioritize sustainability and
climate performance criteria in their decision-making process.
• Corporate governance and accountability: We actively involved the Board of Management
and the Management Team in the development and implementation of our Climate
Transition Plan to help ensure that climate goals were embedded in our decision-making
processes.
• Organizational impact: Embedding climate considerations into Besi’s business strategy
helps us enhance employee engagement by fostering a sense of purpose and alignment
with broader environmental goals.
Climate-related risks and opportunities
Climate change mitigation and energy and renewable energy were identified as material
topics in the DMA. In addition, we have detailed in the Carbon Emissions section the
process by which Besi measures its impact on climate change. When conducting our DMA,
Besi used a range of information and data to inform its decision-making process such as
the climate scenario analysis which was performed in 2022.
The scenario analysis was used to identify and assess the potential impact of climate
physical and transition risks on our business and our value chain and, in part, to strengthen
the resilience of Besi’s sustainability strategy moving forward. Intergovernmental Panel
on Climate Change (“IPCC”) warming scenarios were utilized to build Besi-specific scenarios
which allowed us to identify climate-related hazards including a high emissions climate
scenario (as detailed by the Business-as-usual scenario below). Besi focused on the
Representative Concentration Pathways (“RCPs”) developed by the IPCC to model the net
increase in warming of Earth’s atmosphere under different greenhouse gas emissions
concentration scenarios, specifically RCP8.5, RCP6.0 and RCP2.6. Subsequently, three
qualitative transition scenarios were drafted from existing scenarios and trends and then
combined with three warming scenarios from 2020 to 2100:
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Name of scenario Business-as-usual Delayed transition Net Zero
IPCC RCP RPC8.5 RPC6.0 RPC2.6
Description
of scenario
Extremely high emissions scenario with the global mean
temperature expected to rise by 4.3°C (3.2 - 5.4°C) by the
end of the 21
st
century.
High emissions scenario with global mean temperature
expected to rise by 2.9°C (2.0 - 3.8°C) by the end of the 21
st
century assuming emissions peak around 2080 and decline
thereafter.
The development of new technologies increases the probability
of keeping global temperature growth below 2°C by 2100 with the
global mean temperature expected to rise by 1.6°C (0.9 - 2.4°C) by
the end of the 21
st
century.
Time horizons Short-term, medium-term and long-term*
Climate events Across the three most relevant physical climate risk indicators (temperature change, flooding and storms/cyclones), the magnitude of impacts generally maintained a net increase in warming
when comparing RCP2.6, RCP6.0, and RCP8.5. Details are provided in section Physical climate risks assessment for Besi’s global offices, R&D sites and manufacturing locations.
Regulation/Policy Limited governmental financial regulations on disclosure of
climate risk with introduction of market incentives.
Uneven enforcement of governmental regulations on the
disclosure of climate risk and greenhouse gas emissions.
Strong governmental regulation and action that requires strict
emissions disclosure and reduction targets across all property
types.
Market Limited impact of climate and emissions performance on
Besi’s market value. Companies work with some suppliers
to enhance their sustainability efforts but engagement is
voluntary and limited.
Investor pressure on Net Zero aligned targets and climate
reporting. Companies’ plans and progress in low carbon
transition are publicly disseminated and leveraged by
knowledgeable customers/suppliers to influence partnership
decisions.
Net Zero targets and climate disclosures are a market
requirement. Customers have a high interest in more energy
efficient/lower emissions products. This has an impact on
purchasing decisions.
Technology High dependence on fossil fuels. Available technologies
have limited capabilities for large scale emissions reduction
and energy efficiency.
Uneven access to technologies with some additional
capabilities for emissions reduction and energy efficiency.
More available access to technologies with high capabilities for
emissions reduction and energy efficiency.
Reputation Limited investor scrutiny results in low potential
reputational damage from an internal or external issue
related to climate disclosure and action.
Uneven investor scrutiny results in medium potential
reputational damage from an internal or external issue
related to climate disclosure and action.
Increased investor scrutiny results in higher potential
reputational damage from an internal or external issue related to
climate disclosure and action. High potential exposure to
climate-related litigation.
* To assess the climate implications of the above scenarios we applied the following time horizons:
• Short-term (0-1 year): In line with the annual financial reporting.
• Medium-term (period up to 2030): This period is considered the timeframe for major product and market trends in alignment with our five-year strategic planning cycle and medium-term target to achieve net zero greenhouse gas emissions in our operations
by 2030.
• Long-term (2030-2050): This time horizon helps capture the commitments made by national and regional governments such as the European Green Deal goal of 2050, the potential long-term physical risks associated with climate change and Besi’s ambition
to reach net zero emissions across all scopes by 2050.
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This climate scenario analysis consisted of three components:
1. Physical climate risk assessment for Besi’s global office, R&D sites and manufacturing
locations.
2. Qualitative transition climate risk assessment for Besi’s operations and supply chain.
3. Assessment of Besi’s resilience to identified climate-related risks and opportunities.
1. Physical climate risk assessment for Besi’s global offices, R&D sites and manufacturing
locations
We conducted physical climate risk assessments for 12 countries, including those where
Besi and key suppliers have operations, using the three different IPCC warming scenarios
outlined above. We analyzed five different climate risk indicators under the three scenarios
identified above using the Climate Impact Explorer tool:
• Change in air temperature (°C) relative to the reference period 1986-2006.
• Fraction of population annually exposed to heatwaves (%) relative to the reference
period 1986-2006.
• Fraction of population annually exposed to wildfire (%) relative to the reference period
1986-2006.
• Annual expected change in damage from river flood (%) relative to the reference 2005
US dollar value.
• Annual expected change in damage from cyclones (%) relative to the reference 2005
US dollar value.
In the described scenarios, Besi assessed the potential physical risks and increased
likelihood associated with the following climate-related hazards at the country-level for
all of Besi’s assets and operations over the short-, medium- and long-term: (i) temperature-
related (air temperature risk and exposure of population to heatwaves), (ii) wind-related
(annual expected damage from cyclones) and (iii) water-related (damage from river
flooding).
Across the three most relevant physical climate risk indicators (temperature change,
flooding and storms/cyclones), the magnitude of impacts generally maintained a net
increase in warming when comparing RCP2.6, RCP6.0, and RCP8.5. Results in such climate
scenarios varied across risk indicators and locations. Generally, risk is projected to increase
non-linearly with time across all locations analyzed. The rate of increase in climate risk for
economic damages expected from cyclones and river floods shows non-linear trends while
mean annual air temperature shows a more linear pattern across scenarios with variation
among sites.
Besi’s most critical gross physical climate risks are currently located at its Leshan, China
and Malaysian assets and operations. In addition, Besi’s assets and operations in North
America (Arizona), Austria and Switzerland should experience high levels of warming by
2050. The primary physical risk categories affecting Besi’s operations and supply chain in
China and Malaysia are river floods, heatwaves and increased mean air temperature levels.
As flooding, heatwaves and mean air temperature levels increase in frequency and
intensity, assets and operations in high-risk areas may likely see more frequent disruptions
and increased insurance premiums.
In response to such gross physical risks, actions were undertaken at Besi assets with the
largest potential exposure. For example, we implemented measures at our Malaysian
production sites to increase Besi’s climate resilience in the event of flooding. In addition,
an effort is underway to safeguard the electricity supply of Besi Leshan’s production site
in the event of blackouts such as those caused by heatwaves. As heatwaves potentially
become more commonplace, the potential frequency of grid stress also increases, making
our mitigation efforts even more important. Further, Besi Austria also invested in flood
defenses in 2024 to help mitigate any potential flood risk to its operations. In the event of
a business disruption, both Besi’s production sites and office/R&D locations could be
adversely affected.
2. Qualitative transition climate risk assessment for Besi’s operations and supply chain
We also assessed our exposure to climate-related transition risks included in the following
TCFD categories: Policy and Legal, Technology, Market and Reputation. Specifically, Besi
assessed how its business activities may be exposed to such climate transition events
creating gross transitions risks or opportunities. Besi made assumptions about the
likelihood of pressure from regulators in such scenarios to: (i) comply with disclosure
requirements, (ii) reduce carbon emissions, (iii) increase energy efficiency and (iv) improve
technology performance.
In addition, we assessed likely stakeholder perceptions related to climate change,
specifically how investors, customers and suppliers would react to the implications of
different scenarios and whether additional investment costs would be required to bring
our assets, manufacturing operations and research and development goals in line with
stakeholder expectations and regulatory requirements. Such assumptions allowed us to
qualitatively analyze the potential impact of these expectations and requirements on
Besi’s value and reputation across different geographies. In addition, demand for
semiconductor technologies that support renewable energy products and vehicle
electrification was also considered as a potential business opportunity.
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Set forth below is a table which summarizes the results of the transitional risk assessment.
Besi has not identified assets nor business activities incompatible with, or in need of,
significant efforts to be compatible with a transition to a climate neutral economy.
TRANSITION RISKS
Category of climate risk Climate risk drivers Main affected time horizon
Transition risk Policy and legal • Local, state, regional and national regulatory pressure to set more strict energy efficiency and emission intensity targets for
Besi and our value chain.
Medium – long
Technology • Uncertainties that surround the development and implementation of carbon reduction and energy efficient technologies for
our systems.
Medium – long
Market • Uncertainty about the sustainability of sourcing and refining materials essential to Besi’s products. Short – medium – long
Reputation • Besi will be required (or strongly pressured) to use the Company’s sustainability performance as a key consideration in
investment or partnership decisions.
Short – medium – long
3. Assessment of Besi’s resilience to identified climate-related risks and opportunities
After having identified the climate-related risks and opportunities from the scenario
analysis, Besi reviewed the resilience of its strategy to climate-related risks and
opportunities by means of interviews with the Board of Management and Management
Team using our 2022 scenario analysis. The assessment considered the numerous strategic
initiatives already in place to ensure that our strategy and business model are able to
manage and adapt to the climate-related risks and opportunities in our value chain. To this
end, the resilience analysis considered several of our current strategic initiatives:
• Governance of climate-related risks and opportunities: The Board of Management is
responsible for defining and achieving Besi’s climate-related strategy and objectives
with day-to-day responsibility residing with the SVPs and facility management of their
respective departments.
• Sustainability policy and Climate Transition Plan: Besi has developed a Sustainability
policy which defines its targets and ambitions with respect to climate change and the
environment. The Climate Transition Plan specifically outlines how Besi intends to meet
such goals.
• Internal control and risk management: As described in the Internal controls over
sustainability reporting section, Besi has incorporated climate-related impacts, risks
and opportunities into its internal control and risk management system to manage and
mitigate risks.
• Risk mitigation: As outlined in our Climate Transition Plan, Besi has implemented various
measures across its value chain including energy efficiency initiatives, renewable energy
adoption, collaboration with our suppliers and the implementation of a Design-to-X
concept focused on the resource efficiency of our systems.
• Sustainability reporting framework: Besi started collecting GHG emission data in 2014
and initiated quarterly sustainability reporting in 2019 with assigned responsibilities
across its global operations. Besi also continuously enhances its sustainability
methodology and data collection to identify all material impacts for inclusion in its
reporting.
Besi is considered well prepared for the Business as Usual and Delayed Transition scenarios
due to its commitment to reduce overall carbon emissions, its engagement with investors,
suppliers and clients and its annual disclosures regarding climate mitigation. However, the
assessment also indicated that Besi could make further progress with respect to its
climate-related goals by pursuing SBTi-certified targets, improving its energy and carbon
emissions data tracking efforts and further integrating the Climate Transition Plan into
our overall business strategy. Therefore, the conclusion from the Net Zero scenario was
that Besi’s Scope 1 & 2 emissions will naturally fall over time as utility grids move to 100%
renewable energy sources given emissions reduction requirements across all sectors
(including utilities and buildings) in alignment with the Paris Agreement. Further, once the
electricity grid decarbonizes, Besi will consider using recognized solutions such as carbon
capture technologies to reduce outstanding GHG emissions which could not otherwise be
reduced through improved infrastructure or operations.
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The assessment considered Besi’s strategy and business model to be resilient against
climate-related risks across all three climate scenarios. No material climate-related
assumptions have been made in the Financial Statements. However, there are opportunities
for Besi to further improve its resilience to regulatory, reputational and technology-related
climate risks:
RCP8.5/Business-as-usual RCP6.0/Delayed transition RCP2.6/Net Zero
Physical climate risks • Increased acute risk of flooding and heatwaves affecting manufacturing operations and supply chain.
• Potential for additional disruption to offices and production sites.
• Impact of flooding and heatwaves on manufacturing already
being observed.
Transition climate risks • Well prepared for policy/legal risks.
• Low potential exposure to carbon pricing.
• Relatively little pressure from customers on
product efficiency.
• Uncertain customer behavior and consumer preferences.
• Low potential exposure to carbon pricing in the short term.
High exposure in the long term.
• Uneven pressure on product efficiency.
• Greater potential exposure to policy/regulatory risks.
• More potential reputational risk if not net zero.
• More significant transition costs.
• Higher potential exposure to carbon pricing.
Transition opportunities • Increased resilience against climate and weather
impacts.
• Energy and resource efficient product design.
• Incorporate renewable technologies.
• Drive decarbonization of upstream supply chain.
• Improve energy efficiency and associated energy costs.
• Opportunity to drive customer emissions reduction.
We plan to further evaluate such risks and their associated business impacts in a more
comprehensive manner in future years.
Climate change-related policies
Besi’s Sustainability policy and Climate Transition Plan address its material impacts, risks
and opportunities including climate change mitigation and energy use. The Sustainability
policy outlines our climate ambitions and key strategic objectives. However, the Climate
Transition Plan provides a more detailed GHG emissions action plan and the key levers to
be used to achieve decarbonization in Besi’s operations as well as its upstream and
downstream value chains.
Besi aligns its Sustainability policy with the Paris Agreement and focuses on the following
climate-related topics found to be material throughout our value chain:
Climate change mitigation
Our goal is to achieve net zero emissions in our operations and upstream and downstream
value chains. Besi’s objective is to achieve net zero greenhouse gas emissions in its
operations by 2030 incorporating Scope 1 & 2 emissions. We aim to continuously monitor
the impact of climate change on our business through regular assessments of specific
climate change physical and transition risks. We intend to address such risks through the
implementation of risk-mitigating strategies, policies and action plans.
Energy efficiency and renewable energy deployment
Our energy use and emissions reduction strategy is based on the following principles:
• Increasing energy efficiency and reducing energy consumption in our operations.
• Producing our own renewable energy or using renewable energy exclusively wherever
available.
• Using market instruments to cover or compensate emissions that cannot be avoided or
when the usage of renewable energy is not feasible.
• Applying the concept of sustainable design to our products to improve their energy
efficiency. This is one of our key priorities as we seek to enhance future growth with a
lower environmental impact.
• Engaging our suppliers to improve their energy efficiency and reduce Besi’s supply chain-
related greenhouse gas emissions.
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Climate change actions and resources
Besi’s Climate Transition Plan sets out the strategic direction of our action on climate
change actions. Each product group and operational site has developed its own action plan
based on such policies. At the corporate level, key actions and resources related to climate
change are listed in the table below. Our actions also seek to provide remedies for the
actual negative material impacts on climate change resulting from our operations and
value chain.
Policy/action
plan
Key actions Scope Time
horizon
Year of
completion
Description Progress Allocated resources Financial
resources
Climate
Transition Plan
• Increase granularity of supply chain
emissions data.
• Increase adoption of renewable
energy in the supply chain.
• Develop procurement of low-carbon
products and services.
• Reduce carbon-intensive supply
through sustainable system design.
• Contract green electricity to ensure
100% renewable energy
consumption for our own
operations.
• Implementation of energy efficiency
and renewable energy sources in
heating and cooling solutions.
• Use EVs instead of ICE vehicles.
• Increase energy efficiency of our
products.
• Engage with customers to enhance
the use of renewable energy.
• Implement other solutions to
reduce downstream emissions.
Value
Chain
2021*-
2050
2050 Our Climate Transition
Plan sets key
decarbonization levers to
be implemented in the
short-, medium- and
long-term to achieve net
zero emissions in our
operations by 2030 and
net zero emissions in our
upstream and
downstream value chain
by 2050.
• Launched supplier sustainability
scorecard and several supplier
engagement initiatives as described
in the Climate Transition Plan.
• Implementation of sustainability
performance ratings for 65% of Besi’s
purchase volume.
• 97% reduction in Scope 1 & 2
emissions achieved due to use of
renewable energy or renewable
energy certificates.
• Implemented heating efficiency
projects in Besi Netherlands and
Meco, and renewable energy heating
in Austria.
• Purchased EV vehicles to replace ICE
vehicles at Besi Leshan.
• Developed an action plan to reduce
energy consumption in die attach
platforms by 10% by 2027. Achieved
significant progress towards this
target as described in the section
Climate Transition Plan.
• Expanded accounting and reporting
of Scope 3 emissions categories.
Corporate
Sustainability Team
to produce guidance
and track
performance.
Internal Audit and
Control team to track
performance through
internal control
system.
Operations, including
management,
technical teams, HR
and Sustainability
Teams.
External consultants
and advisors to
support the
development and
implementation of
specific sustainability
topics.
CapEx and
OpEx
allocated to
Besi’s Climate
Transition
Plan.
* All targets are based on 2021 baseline levels.
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We have detailed Besi’s expected GHG emission reductions per key decarbonization lever
in the Climate Transition Plan.
Our Climate Transition Plan is supported by both CapEx and OpEx investments. Investments
related to our key climate-related actions include, among others, (i) the implementation
of sustainable design and energy efficiency initiatives, (ii) the transition to renewable
energy sources, and (iii) the promotion of renewable energy adoption in our value chain.
Climate-related investments are integrated into Besi’s overall strategic decision-making
and typically form part of broader investments with multiple objectives. Indeed, the future
allocation of financial resources is subject to the business, regulatory, and external
environment to which Besi is exposed. However, these climate-related financial resources
are not considered significant. As such, we have not disclosed the specific monetary
amount of current and future financial resources attributed to the implementation of
Besi's Climate Transition Plan. We review our policies and progress against targets annually
and, if required, introduce corrective measures including the re-allocation of resources.
Our Climate Transition Plan is aligned with the EU Taxonomy with respect to climate
mitigation. As such, the identified levers associated with our Climate Transition Plan and
any related CapEx will contribute to the increased alignment of our economic activities as
a result of the increased energy performance of our buildings.
Targets
Reducing Besi’s carbon footprint is a key focus of our sustainability strategy which includes
the management of our material climate-related impacts, risks and opportunities. All
emission reductions will be achieved through the implementation of the key decarbonization
levers discussed in our Climate Transition Plan. We have set two strategic long-term
targets which have been approved by our Board of Management and Supervisory Board in
recognition of the global ecological and societal imperatives caused by climate change
based on conclusive scientific evidence:
• We target net zero emissions in our own operations (Scope 1 & 2 emissions) by 2030.
• We aim to reach net zero emissions across all scopes by 2050.
These short-, medium- and long-term targets help us track progress on our transition to
net zero GHG emissions across our value chain:
Our ambition is to reduce carbon emissions and carbon emission intensity ratio (carbon
emissions/revenue) across all three reporting scopes. To this end, we have set challenging
interim milestones and targets for achievement in 2026, 2028 and 2030, respectively,
(against a 2021 baseline) for the following metrics:
• Scope 1 & 2 emissions (own operations).
• Scope 3 emissions (upstream and downstream).
• Fuel consumption (own operations).
• Renewable energy (own operations).
Besi’s Scope 1 & 2 emissions aggregated 10,812 tCO₂eq in 2021 with Scope 1 emissions
representing 332 tCO₂eq (3%) and Scope 2 emissions representing 10,480 tCO₂eq (97%). The
baseline of 2021 was chosen to reflect the year in which there was a review and update to
Besi’s sustainability strategy and targets. Initially, the focus was on our 2022 performance
versus a 2019 baseline.
In 2024, we expanded the reporting of our Scope 3 emissions to include all relevant
categories according to the GHG Protocol methodology such as purchased goods and
services, capital goods, waste generated in operations, employee commuting, the use of
sold products and the end-of-life treatment of sold products (in line with our GHG inventory
boundaries disclosed in the Gross Scope 1, 2, 3 and total GHG emissions section). Due to
the inclusion of these Scope 3 categories, the baseline value for our Scope 3 emissions
significantly changed in 2024 relative to 2021. As such, we have continued to report our
progress in reducing Besi’s Scope 3 emissions in 2024 against a 2021 baseline for the
limited Scope 3 emissions categories. We provide comparative information about our total
Scope 3 emissions performance in 2025 versus 2024 in the Metrics section of the Climate
Change Chapter. Over the medium-term, we plan to set targets which include additional
relevant Scope 3 emissions categories using a revised baseline value and year.
Besi’s Climate Transition Plan further details each decarbonization lever and their overall
quantitative contributions to the achievement of our emissions reduction targets. We will
not use carbon credits nor offsets to meet our Scope 1 & 2 and Scope 3 emissions reduction
targets. However, we may use carbon capture or other sustainable solutions in the future
to compensate for residual Scope 3 emissions including any unabated emissions within
the scope of our Net Zero target in 2050.
Target Type of target Baseline value
(2021)
2025 value and performance
versus 2021 baseline
2030
Target
2050
Target
2026 interim
target,%
2025 value Progress
Reduction in fuel consumption Absolute 2.5 (GWh) 15% 1.1 54% 25% -
Renewable energy globally Absolute 20% 85% 99% 79 pts 100% -
Reduction in Scope 1 & 2 emissions Absolute 10,812 (tCO₂eq) 75% 313 97% Net Zero -
Reduction in Scope 3 emissions Absolute 11,942 (tCO₂eq) 15% 6,892 42% 20% Net Zero
* The Scope 3 emissions reduction target was set for four Scope 3 emissions categories for which Besi has collected data and reported against since 2019 including: Upstream Transportation and Distribution, Downstream Transportation and Distribution,
Business Travel and Fuel- and Energy-related Activities (which are not included in our Scope 1 or Scope 2 emissions). As described in the Climate Transition Plan section, these four categories represent a minor percentage of Besi’s total Scope 3 emissions.
However, to maintain consistency with the initiatives established and reported against since 2019, we believe it is important to report on their progress versus targets set even though such emissions represent a limited portion of our total Scope 3 emissions.
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How the targets were set
In setting Besi’s Climate Change targets, the Board of Management, supported by the
Sustainability Team, SVPs and facility management, took into consideration:
• Factual data on the energy consumption of our operations and the accounting for GHG
emissions since 2014.
• The Paris Agreement goal to hold “the increase in the global average temperature to
well-below 2°C above pre-industrial levels” and pursue efforts “to limit the temperature
increase to 1.5°C above pre-industrial levels”.
• The European Green Deal which set policy initiatives by the European Commission to
align with the overarching goal of making the European Union climate neutral by 2050.
• Recommendations of the Semiconductor Sustainability Accounting Standard as prepared
by the Sustainability Accounting Standards Board.
• An assessment of strategies by Besi’s peers related to climate change.
• Consideration of the climate scenarios discussed in the Climate-related risks and
opportunities section to detect relevant environmental-, societal-, technological-,
market- and policy-related developments.
• Stakeholder views on the importance of climate change to Besi’s business.
Besi’s mission to become the world’s leading supplier of semiconductor assembly
equipment for advanced packaging applications and to exceed industry average
benchmarks of financial performance was also taken into consideration when setting
these targets. Besi’s Climate Transition Plan outlines the capital requirements to meet
our climate objectives and ensure that such requirements satisfy this mission. Thus, our
ability to implement such actions depends on the availability of sufficient capital resources
and Besi’s broader business strategy. Of note, Besi’s successful navigation of volatile
assembly equipment markets at high levels of profitability exceeding industry average
benchmarks has provided access to capital and capital markets historically on attractive
terms, conditions and cost of capital.
The Scope 1 & 2 and Scope 3 emissions reduction targets have not been certified by the
Science Based Targets initiative (“SBTi”). However, we consider Besi’s Scope 1 & 2 emissions
targets to be aligned with the SBTI criteria and the 1.5 degree trajectory as per the Paris
Agreement as described in the Climate Transition Plan.
Progress against targets
Fuel consumption
In 2025, our absolute fuel consumption of 1.1 GWh significantly outperformed our 2026
interim target of 2.0 GWh and represented a 21% decrease relative to 2024 due to the
successful implementation of a heat pump at Besi Austria and the installation of new
energy management software at Besi Netherlands and Meco. In addition, Besi achieved a
fuel consumption intensity ratio of 1.9 MWh/€ million revenue which was lower than both
the 2024 and 2021 intensity ratios of 2.4 MWh/€ million revenue and 3.3 MWh/
€ million, respectively.
FUEL CONSUMPTION TRENDS
Target 2024 & 2030:
based on 2021 baseline
2.5
2.1 2.1
1.8
1.9
Fuel
Relative to revenue
1.1
Target
2021
2022 20242023 2025 2024
20302026
4.0
3.0
2.0
1.0
0
GWh
MWh/€ million revenue
20
15
10
5
0
3.3 3.2
2.5
2.7
2.8
Relative to revenue target 2024
Fuel consumption intensity ratio
2.9
2.4
1.4
2.0
1.9
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Energy use and renewable energy
In 2025, renewable energy represented 99% of Besi’s total electricity consumption, the
same as in 2024 and up significantly versus the 71% reported in 2023. The increase was
primarily due to the procurement for our operations in Leshan (China), Malaysia and
Vietnam of Renewable Energy Certificates (“RECs”) and Green Electricity Certificates
(“GEC”) focused on funding renewable energy projects in each of such countries independent
of our direct energy suppliers. We utilize renewable energy sources at many of our locations
worldwide including 100% utilization at all our European operations. For our operations in
Europe (Austria, Switzerland and the Netherlands) and Singapore, we purchase renewable
energy directly from our energy suppliers.
Besi’s electricity consumption in 2025 increased slightly versus 2024 levels. However, it
increased by 33% versus the baseline year 2021 due primarily to the expansion of our Asian
operations including a new production site in Malaysia, additional cleanrooms in Singapore
and Malaysia and the establishment of a new Vietnam production facility. In addition,
intensity ratio trends in recent years have been adversely affected by the ongoing assembly
market downturn which caused our revenue to decline from € 749.3 million in 2021 to
€ 591.3 million in 2025.
ELECTRICITY CONSUMPTION TRENDS
Renewable energy
Relative to revenue
Non-renewable energy
Target renewable energy
Target non-renewable energy
2021
2022
2023 20252024
25
20
15
10
5
0
GWh MWh/€ million revenue
100
75
50
25
0
Relative to revenue target 2024
Electricity consumption intensity ratio
80%
20%
15.6
99%
20.8
21
24%
76%
16.5
29%
25%
71% 99% 75% 85% 100%
19.9
23
2626
23
34 34
35.1
15%
20.7
Target 2024 & 2030:
based on 2021 baseline
2024
20302026
Scope 1 & 2 emissions
Our absolute Scope 1 emissions decreased by 40% in 2025 relative to 2024 due primarily to
the implementation of an AI heating and cooling system at Besi Netherlands and Meco.
Applying a market-based methodology, our absolute Scope 2 emissions increased in 2025
relative to 2024 by 17% due to the additional energy required to significantly expand
cleanroom production capacity and R&D capabilities of our Malaysian and Singaporean
facilities in support of anticipated wafer level assembly growth as well as an increase in
our production capabilities in Vietnam. As compared to the 2021 baseline year, Scope 2
emissions have decreased by 98% due to the purchase of RECs and GECs for our operations
in Leshan (China), Malaysia and Vietnam. Besi recorded absolute Scope 1 & 2 emissions of
313 tCO₂eq in 2025 which was significantly better than our 2026 target of 2,703 tCO₂eq. In
addition, Besi achieved a Scope 1 & 2 emission intensity ratio of 0.5 tCO₂eq/€ million
revenue which was significantly lower than the 2021 value of 14.4 tCO₂eq/€ million revenue
and our 2026 target of 3.6 tCO₂eq/€ million revenue. In 2025, Besi's location-based Scope
2 emissions decreased by 2% to 10,262 tCO2eq from 10,503 tCO2eq in 2024. 99% of the
total contractual instruments were used to apply market-based methods. Of the total,
89% (2024: 89%) are contractual instruments used for the sale and purchase of unbundled
energy attribute claims and 10% (2024: 9%) are contractual instruments used for the sale
and purchase of energy bundled with attributes related to energy generation.
SCOPE 1 & 2 GHG EMISSIONS TRENDS (MARKET BASED)
10,812
3,755
Scope 1 & 2 Target Scope 1 & 2
Relative to revenue Relative to revenue target 2024
12,500
10,000
7,500
5,000
2,500
0
tCO
2
eq tCO
2
eq/€ million revenue
50
40
30
20
10
0
14.4
5,124
8.9
Scope 1 & 2
emission intensity ratio
Target net zero
Scope 1 & 2 emissions
5.5
3.6
5.2
0.6
Target 2024 & 2030:
based on 2021 baseline
2021
2022 20242023 2025 2024
2030
2026
4,121
2,703
349
0.5
313
0.0
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Scope 3 emissions
In 2025, Besi reduced its absolute Scope 3 emissions (as per reported scope) versus the
2021 baseline by 42% (5,050 tCO₂eq) reflecting progress in the areas of transportation,
freight and travel and the increased adoption of renewable energy in our operations. In
addition, Besi’s Scope 3 emission intensity ratio decreased to 11.7 tCO₂eq/€ million revenue
in 2025, a decrease of 4.2 points versus the 2021 baseline and 0.5 points versus 2024, even
despite the significant decrease in our revenue between 2021 and 2025 due to the assembly
equipment market downturn.
SCOPE 3 GHG EMISSIONS TRENDS*
tCO
2
eq tCO
2
eq/€ million revenue
50
40
30
20
10
0
12,500
10,000
7,500
5,000
2,500
0
Scope 3 Target Scope 3
15.9
Relative to revenue
17.0
9,843
10,509
10,151
9,554
9,817
Relative to revenue target 2024
14.0
12.7
13.5
13.6
11,942
Target 2024 & 2030:
based on 2021 baseline
2021
2022 20242023 2025 2024
2030
2026
12.2
11.7
Scope 3
emission
intensity ratio
7,422
6,892
* The Scope 3 emissions reduction target was set for the Scope 3 emission categories for which Besi collected data and
reported against in 2021 including: Upstream transportation and distribution, downstream transportation and distribution,
business travel and fuel- and energy-related activities (which are not included in our Scope 1 or Scope 2 emissions). In
2024, we expanded the reporting of our Scope 3 emissions to include all relevant categories according to the GHG Protocol
methodology such as purchased goods and services, capital goods, waste generated in operations, employee commuting,
use of sold products and end-of-life treatment of sold products which is not reflected in this graph. In 2025, we continued
reporting all material categories of Scope 3 emissions. To be consistent in our sustainability reporting, we provide progress
against the targets set in 2022.
Besi APac's QEHS team.
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Metrics
Energy consumption and mix
Our energy consumption includes direct and indirect energy consumption. Direct energy
consumption includes the use of fuels such as natural gas to heat our buildings and
transport fuels such as gasoline and diesel. Indirect energy consumption includes the use
of electricity for our operations as well as purchased heating or cooling for our facilities.
Each quarter, we collect energy consumption data from our operations and aggregate this
information at the corporate level. We calculate energy consumption on the basis of
invoices from our energy suppliers. If invoices are not available at the time of quarterly
data reporting, we use meter readings or estimates. Corrections to this quarterly data are
made once the invoices are available. We collect quarterly information on fuel usage in
physical units such as m
3
for natural gas and convert such amounts to MWh applying lower
heating values for each fuel type.
Gross Scopes 1, 2, 3 and total GHG emissions
In reporting carbon emissions levels, we have adopted the standards and methodology put
forth by the Greenhouse Gas Protocol which divides emissions into three Scopes:
• Scope 1 emissions cover direct greenhouse gas (“GHG”) emissions resulting from day-to-
day business activities. This category includes on-site fuel combustion such as gas
boilers as well as manufacturing, transport and fugitive emissions.
• Scope 2 emissions cover indirect GHG emissions which result from the electricity, heat
and steam we purchase from external sources. We calculate Scope 2 emissions using
location-based and market-based methods.
• Scope 3 emissions cover nine material categories of GHG emissions including Purchased
goods and services, Fuel and Energy-related activities, Upstream and downstream
transportation, Business travel, Waste generated in operations, Employee commuting,
Use of sold products and End of life treatment of sold products.
Energy consumption and mix 2024 2025 % 2025/2024
(1) Fuel consumption from coal and coal products (MWh) 0 0 NA
(2) Fuel consumption from crude oil and petroleum products (MWh) 124 97 78%
(3) Fuel consumption from natural gas (MWh) 653 366 56%
(4) Fuel consumption from other fossil sources (MWh) 0 0 NA
(5) Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil sources (MWh) 827 852 103%
(6) Total fossil energy consumption (MWh) (calculated as the sum of lines 1 to 5) 1,604 1,315 82%
Share of fossil sources in total energy consumption (%) 7% 6% 86%
(7) Consumption from nuclear sources (MWh)* 430 427 NA
Share of consumption from nuclear sources in total energy consumption (%) 2% 2% NA
(8) Fuel consumption for renewable sources, including biomass (also comprising industrial and municipal waste
of biologic origin, biogas, renewable hydrogen, etc.) (MWh) 0 0 NA
(9) Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources (MWh) 19,925 19,966 100%
(10) The consumption of self-generated non-fuel renewable energy (MWh) 643 624 97%
(11) Total renewable energy consumption (MWh) (calculated as the sum of lines 8 to 10) 20,568 20,590 100%
Share of renewable sources in total energy consumption (%) 93% 94% 101%
Total energy consumption (MWh) (calculated as the sum of lines 6 and 11) 22,172 21,905 99%
In 2025, our total energy consumption slightly decreased from 22,172 MWh in 2024 to 21,905 MWh. In addition, our energy intensity ratio increased by 1% primarily due to Besi’s 2.7% revenue
decrease in 2025 versus 2024. Information about Besi’s revenue can be found in Note 24 Revenue in the Notes to the Consolidated Financial Statements.
Energy intensity per net revenue (based on ESRS definitions, Besi operates in a high climate impact sector) 2024 2025 % 2025/2024
Total energy consumption from activities in high climate impact sectors per net revenue from activities in high climate impact sectors
(MWh/€ million revenue) 36 37 103%
* Similar to last year, energy consumption from nuclear sources is counted based on energy grid mix of each country of our operations. The nuclear power consumption is not included in calculation of the total energy consumption to avoid double counting.
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In 2024, we expanded the reporting of Scope 3 emissions adding five material categories to
our scope of reporting as described above in the section Progress against targets. However,
we continue to apply industry and/or market average indicators for less material categories
(Waste Generated in Operations, Employee Commuting and End-of-Life Treatment of Sold
Products) in accordance with GHG Protocol guidance. Details are provided in the section
GHG emissions accounting methodology. Besi’s Scope 1 & 2 and 3 emissions do not include
biogenic emissions of CO₂ from the combustion or bio-degradation of biomass due to
irrelevance of this emissions type to our business and value chain.
Retrospective Milestones and target years
Base year
(2021) 2024 2025 2025/2024
%
2026 2030
Annual %
Target/base
year
Scope 1 GHG emissions
Gross Scope 1 GHG emissions (tCO₂eq) 331 165 99 60% 250 0 76%
Percentage of Scope 1 GHG emissions from regulated emission trading
schemes (%) 0 0 0 0%
Scope 2 GHG emissions
Gross location-based Scope 2 GHG emissions (tCO₂eq) 12,181 10,503 10,263 98%
Gross market-based Scope 2 GHG emissions (tCO₂eq) 10,480 184 214 116% 2,453 0 23%
Significant scope 3 GHG emissions
Total Gross indirect (Scope 3) GHG emissions (tCO₂eq) 11,942 242,920 251,096 103%
1 Purchased goods and services 86,188 93,555 109%
3 Fuel and energy-related activities (not included in Scope 1 or Scope 2) 2,565 52 41 79%
4 Upstream transportation and distribution 1,822 2,232 2,316 104%
5 Waste generated in operations 71 75 106%
6 Business traveling 460 2,084 2,397 115%
7 Employee commuting 3,060 2,481 81%
9 Downstream transportation 7,095 3,055 2,139 70%
11 Use of sold products 146,167 148,081 101%
12 End-of-life treatment of sold products 11 11 100%
Total GHG Emissions
Total GHG emissions (location-based) (tCO₂eq) 253,588 261,458 103%
Total GHG emissions (market-based) (tCO₂eq) 22,753 243,269 251,409 103%
GHG intensity per net revenue
2024 2025 2025/2024
%
Total GHG emissions (location-based) per net revenue (tCO2eq/€ million revenue) 417 442 106%
Total GHG emissions (market-based) per net revenue (tCO2eq/€ million revenue) 400 425 106%
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EU Taxonomy disclosure
The EU Taxonomy Regulation (EU 2020/852) (“EU Taxonomy”) is a green classification
system that determines which economic activities can be considered environmentally
sustainable under the EU framework. It helps companies, investors and other stakeholders
identify and invest in activities that contribute to sustainable objectives. The EU Taxonomy
establishes six environmental objectives, each supported by subsequent delegated acts
that define related activities and determine Technical Screening Criteria (“TSC”), Do No
Significant Harm (“DNSH”) criteria and minimum safeguards:
• Climate Change Mitigation (“CCM”).
• Climate Change Adaptation (“CCA”).
• Sustainable use and protection of Water and Marine Resources (“WTR”).
• Transition to a Circular Economy (“CE”).
• Pollution Prevention and Control (“PPC”).
• Protection and restoration of Biodiversity and ecosystems (“BIO”).
The EU Taxonomy requires that any undertaking, which is subject to Directive 2013/34/EU,
is compliant with the reporting requirements provided in Article 8 of EU Taxonomy. For the
reporting period 2025, non-financial undertakings are required to disclose the proportion
of key performance indicators (revenue, capital expenditures and operating expenses)
associated with economic activities that are eligible and aligned with the six environmental
objectives.
Basis for preparation
We prepared our EU Taxonomy disclosure in accordance with Commission Delegated
Regulation EU 2021/2178 and Commission Delegated Regulation (EU) 2023/2486 and
several Commission Notices containing answers to frequently asked questions about EU
Taxonomy reporting. We used the Regulation (EU) 2020/852 as supplemented with
Commission Delegated Regulation (EU) 2021/2139, Commission Delegated Regulation (EU)
2023/2485, Commission Delegated Regulation (EU) 2023/2486 and Commission Delegated
Regulation (EU) 2022/1214 to identify eligible activities and for the assessment of activities
that are aligned including the screening of alignment with the minimum safeguards. Besi
did not apply the Commission Delegated Regulation (EU) 2026/73 for 2025.
We do not have any economic activities related to nuclear energy and fossil gas. As such,
only Template 1 “Nuclear and fossil gas-related activities” outlined in the Commission
Delegated Regulation (EU) 2022/1214 is included in our EU Taxonomy disclosures.
Besi’s accounting principles for determining revenue, capital expenditures and operating
expenses under the EU Taxonomy are aligned with the accounting principles included in
Note 2 Summary of material accounting principles in the Notes to the Consolidated
Financial Statements. Operating expenses as per the EU Taxonomy have a different
definition and are included as a subset of the operating expenses reported in the
Consolidated Financial Statements. Besi has identified the following applicable economic
activities under the Climate Change Mitigation and Circular Economy objective:
• Manufacture of electrical and electronic equipment (CE 1.2), associated with Besi’s core
activity of manufacturing semiconductor assembly equipment.
• Repair, refurbishment and remanufacturing (CE 5.1), associated with the extended
warranty service on the machines purchased from Besi in the past.
• Acquisition and ownership of buildings (CCM 7.7), associated with the acquisition of
investment property in 2025.
Financial resources required to implement actions taken or planned to CaPEx plan required
by Commission Delegated Regulation (EU) 2021/2178, are integrated into Besi’s overall
strategic decision-making and typically form part of broader investments with multiple
objectives. Indeed, the allocation of financial resources is subject to the business,
regulatory, and external environment to which Besi is exposed. However, the EU Taxonomy-
related financial resources are not considered significant.
Our EU Taxonomy activities do not substantially contribute to multiple environmental
objectives as there is no double counting in the allocation in the numerator of Revenue,
CapEx and OpEx KPIs across economic activities. We have performed the assessment
based on our interpretation of how the regulation applies to our business activities and
the impact thereof on eligibility and alignment. Future guidance could result in more
accurate definitions and altered decision-making in meeting reporting obligations that
may come into force and which could impact future EU Taxonomy reporting.
Assessment
The proportion of the EU Taxonomy eligible revenue is determined as the part of the net
revenue derived from our products and services associated with CE 1.2 “Manufacture of
electrical and electronic equipment” and CE 5.2 “Repair, refurbishment and
remanufacturing”, divided by net revenue. In addition, Besi derives a portion of its revenue
from the sale of spare parts. However, in the absence of more granular financial reporting
information, Besi is unable to distinguish between spare parts and wear and tear
components (referred to as consumables), a distinction explicitly outlined in the description
of economic activity “Sale of spare parts (CE 5.2)”. As a result, Besi has opted for not
reporting eligibility for this revenue stream. This category will be further examined in the
future.
Besi concluded that a portion of the CapEx associated with manufacturing equipment is
essential to its revenue-generating activities. As a result, the investments associated
with Besi’s R&D are classified under the activity “Manufacture of electrical and electronic
equipment (CE 1.2)”. In addition, in 2025 Besi acquired property which was eligible under
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the activity Acquisition and ownership of buildings (CCM 7.7). The denominator for the
CapEx KPI includes additions to tangible and intangible assets during the financial year.
Besi further concluded that a portion of the OpEx associated with non-capitalized R&D
costs is related to its core activity of manufacturing semiconductor assembly equipment.
As a result, such OpEx are classified under the activity “Manufacture of electrical and
electronic equipment (CE 1.2)”. Total OpEx in the scope of the EU Taxonomy is determined
based on the non-capitalized costs associated with R&D, building renovation, short-term
leases, maintenance and repair activities and any other direct expenditures related to the
day-to-day servicing of property, plant and equipment.
Besi has conducted an alignment assessment of the activities pursuant to the Climate
Change Mitigation and Circular Economy objectives as a substantial portion of our revenue
falls within the scope of these activities. To conduct the assessment, we reviewed
substantial contribution criteria with our product groups for the activities CE 1.2 and CE 5.1.
As there is no detailed guidance on how to interpret certain technical screening criteria,
we take a conservative approach when considering whether eligible portions of Revenue
and the associated CapEx and OpEx are not aligned with the requirements. Regarding the
activity CE 1.2, in the absence of EU Ecolabels for machines manufactured by Besi, we
concluded that certain requirements such as Design for reuse and remanufacturing,
Design for dismantling, Design for recyclability and Proactive substitution of hazardous
substances cannot be fully met. Regarding the activity CE 5.1, we concluded that the
criteria to ensure that the product’s materials, particularly critical raw materials and
components that have not been reused in the same product are reused elsewhere or
recycled or disposed of in accordance with applicable European Union and national
regulation have not been fully met. For CCM 7.7 we reviewed the substantial contribution
criteria and concluded that it is not aligned with the requirements.
The DNSH criteria for activities contributing to the Circular Economy objective include
detailed requirements for Climate change mitigation, Climate change adaptation,
Sustainable use and protection of water and marine resources, Pollution prevention and
control and Protection and restoration of biodiversity and ecosystems. Besi screened its
eligible economic activities against all relevant environmental objectives with the
corresponding DNSH criteria. We regard our eligible activities as not fully aligned with the
Pollution prevention and control objective and, in the absence of the required granularity
in a physical climate risks assessment and an Environmental Impact Assessment, we
assume that we are not fully aligned with the Climate change adaptation and the Protection
and restoration of biodiversity and ecosystems objectives for the activity CCM 7.7, CE 1.2
and CE 5.1.
To summarize, based on the assessment of substantial contribution criteria and DNSH, we
conclude that the eligible portions of Revenue, CapEx and OpEx do not fully meet the
requirements outlined in the regulation. Besi is committed to running its operations in
accordance with internationally recognized standards and best practices.
The last step of the alignment assessment is to check Besi’s compliance with the minimum
safeguards following the OECD Guidelines for Multinational Enterprises, the UN Guiding
Principles on Business and Human Rights, the principles and rights set out in the
International Labor Organization’s Declaration on Fundamental Principles and Rights at
Work and the International Bill of Human Rights. The minimum safeguard criteria have
been assessed in relation to our eligible activities based on the final report on minimum
safeguards from the Platform on Sustainable Finance.
Besi is committed to respecting and promoting human rights in all aspects of our business
operations. This Human Rights policy outlines our commitment to uphold fundamental
human principles. We believe that respecting human rights is integral to our values and
essential for the sustainable success of our business. Our commitment to human rights is
integrated into our business processes and supported through a range of policies such as
the Anti-Corruption and Bribery policy, Code of Conduct and Supplier Code of Conduct to
make sure that we conduct our business in alignment with our vision and driven by our
values. We have established systems, policies and procedures in compliance with all
applicable laws and regulations to mitigate and prevent any potential human rights issues
in our own operations or while interacting with clients or suppliers.
Besi has potential negative impacts from topics related to human rights, working
conditions and health and safety based on our materiality assessment. Given that we do
not have actual negative impacts, we focus mainly on the implementation of policies and
supplier engagement to proactively prevent any negative impacts. To monitor the
effectiveness of our preventative actions, Besi conducts quarterly supplier reviews and
follow-ups. In addition, we regularly conduct performance assessments and key supplier
audits, engage suppliers to respond to the RBA Self-Assessment Questionnaire to help
identify their social, environmental and human rights-related activities and risks in our
supply chain and implemented a Grievance procedure and Whistleblower procedure to
ensure the communication and remediation of all actual and potential issues. However, we
recognize that the current assessment of actual and potential human rights impacts in
our value chain requires further improvement as described in the chapter Workers in the
value chain.
Key performance indicators
In the aggregate, 87% of Revenue, 85% of CapEx and 36% of OpEx were eligible under CE
objectives in 2025. Eligible OpEx remained at 2024 levels. Eligible Revenue increased versus
83% in 2024 due to the increase in eligible amounts associated with CE 1.2 and CE 5.1
(numerator), and reduction of revenue in 2025 (denominator). In 2025, Besi reported
increase in the eligible amount of CapEx versus 59% in 2024 due to the acquisition of
investment property eligible under CCM 7.7. In 2026, Besi will continue to assess revenue,
capital expenditures and operating expenses for eligibility and alignment in accordance
with the EU Taxonomy.
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Nuclear and fossil gas-related activities
Nuclear energy-related activities
1 The undertaking carries out, funds or has exposures to research, development,
demonstration and deployment of innovative electricity generation facilities that produce
energy from nuclear processes with minimal waste from the fuel cycle.
NO
2 The undertaking carries out, funds or has exposures to the construction and safe
operation of new nuclear installations to produce electricity or process heat, including for
the purposes of district heating or industrial processes such as hydrogen production, as
well as their safety upgrades, using best available technologies.
NO
3 The undertaking carries out, funds or has exposures to the safe operation of existing
nuclear installations that produce electricity or process heat, including for the purposes
of district heating or industrial processes such as hydrogen production from nuclear
energy, as well as their safety upgrades.
NO
Fossil gas-related activities
4 The undertaking carries out, funds or has exposures to the construction or operation of
electricity generation facilities that produce electricity using fossil gaseous fuels.
NO
5 The undertaking carries out, funds or has exposures to the construction, refurbishment
and operation of combined heat/cool and power generation facilities using fossil gaseous
fuels.
NO
6 The undertaking carries out, funds or has exposures to the construction, refurbishment
and operation of heat generation facilities that produce heat/cool using fossil gaseous
fuels.
NO
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Code (2)
Turnover (3)
Proportion of Turnover,
year N (4)
Climate Change
Mitigation (5)
Climate Change
Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change
Mitigation (11)
Climate Change
Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards
Proportion of Taxonomy-
aligned (A.1) or eligible (A.2)
Turnover, year N-1 (18)
Category enabling
activity (19)
Category transitional
activity (20)
Revenue
Financial year N 2025 Substantial Contribution Criteria DNHS criteria
Economic Activities (1)
mEUR % Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable
activities (Taxonomy-aligned)
n/a
Turnover of environmentally
sustainable activities (Taxonomy-
aligned) (A.1)
– 0% 0%
of which Enabling 0% 0% E
of which Transitional 0% 0% T
A.2 Taxonomy-eligible but not
environmentally sustainable (not
Taxonomy-aligned activities)
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
Manufacturing of electric and
electronical equipment
CE 1.2 505.5 85.5% N/EL N/EL N/EL N/EL EL N/EL 82.8%
Repair, refurbishment, and
remanufacturing
CE 5.1 8.2 1.4% N/EL N/EL N/EL N/EL EL N/EL 0.6%
Turnover of Taxonomy-eligible but
not environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2)
513.7 87% 0% 0% 0% 0% 87% 0% 83%
A. Turnover of Taxonomy-eligible
activities (A.1+A.2)
513.7 87% 0% 0% 0% 0% 87% 0% 83%
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
Turnover of Taxonomy-non-eligible
activities
77.6 13%
Total 591.3 100%
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CapEx
Financial year N 2025 Substantial Contribution Criteria DNHS criteria
Economic Activities (1)
mEUR % Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable
activities (Taxonomy-aligned)
n/a
CapEx of environmentally sustainable
activities (Taxonomy-aligned)
– 0% 0%
of which Enabling 0% 0% E
of which Transitional 0% 0% T
A.2 Taxonomy-eligible but not
environmentally sustainable (not
Taxonomy-aligned activities)
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
Manufacturing of electric and
electronical equipment
CE 1.2 26.0 53% N/EL N/EL N/EL N/EL EL N/EL 59%
Acquisition and ownership of
buildings
CCM 7.7
CCA 7.7
15.7 32% EL EL N/EL N/EL N/EL N/EL 0%
CapEx of Taxonomy-eligible but not
environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2)
41.7 85% 32% 0% 0% 0% 53% 0% 59%
A. CapEx of Taxonomy-eligible
activities (A.1+A.2)
41.7 85% 32% 0% 0% 0% 53% 0% 59%
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
CapEx of Taxonomy-non-eligible
activities
7.1 15%
Total 48.8 100%
Code (2)
CapEx (3)
Proportion of CapEx,
year N (4)
Climate Change
Mitigation (5)
Climate Change
Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change
Mitigation (11)
Climate Change
Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards
Proportion of Taxonomy-
aligned (A.1) or eligible (A.2)
CapEx, year N-1 (18)
Category enabling
activity (19)
Category transitional
activity (20)
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OpEx
Financial year N 2025 Substantial Contribution Criteria DNHS criteria
Economic Activities (1)
mEUR % Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable
activities (Taxonomy-aligned)
n/a
OpEx of environmentally sustainable
activities (Taxonomy-aligned)
– 0% 0%
of which Enabling 0% 0% E
of which Transitional 0% 0% T
A.2 Taxonomy-eligible but not
environmentally sustainable (not
Taxonomy-aligned activities)
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
Manufacturing of electric and
electronical equipment
CE 1.2 19.9 36% N/EL N/EL N/EL N/EL EL N/EL 36%
OpEx of Taxonomy-eligible but not
environmentally sustainable
activities (not Taxonomy-aligned
activities) (A.2)
19.9 36% 0% 0% 0% 0% 36% 0% 36%
A. OpEx of Taxonomy-eligible
activities (A.1+A.2)
19.9 36% 0% 0% 0% 0% 36% 0% 36%
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
OpEx of Taxonomy-non-eligible
activities
35.8 64%
Total 55.7 100%
Code (2)
OpEx (3)
Proportion of OpEx,
year N (4)
Climate Change
Mitigation (5)
Climate Change
Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change
Mitigation (11)
Climate Change
Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards
Proportion of Taxonomy-
aligned (A.1) or eligible (A.2)
OpEx, year N-1 (18)
Category enabling
activity (19)
Category transitional
activity (20)
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Social
In mapping our stakeholders, it was assumed that Besi has a large impact on, and is highly
affected by, its own workforce and workers in the supply chain. To a lesser extent, we are
also impacted by human rights organizations as well as business and industry associations.
The Double Materiality Assessment resulted in the following impacts, risks and
opportunities being deemed material for both our own workforce and personnel employed
by all Besi’s suppliers: Working Conditions, Health and Safety and Human Rights. In
addition, it was found that Inclusion and Diversity was a material topic for our own
workforce. The material risks and opportunities in 2024 identified by the Double Materiality
Assessment arising from impacts and dependencies on Besi’s own workforce are relevant
for, and could materially impact, all Besi employees including employees and individuals
who were self-employed or employed through third-party organizations such as
employment agencies (“non-employees”) in Europe, Asia and the US.
To validate the Double Materiality Assessment, we interviewed employee representatives
from our operations in Europe and Asia as part of an engagement roadshow with
stakeholders. Both employee groups confirmed that the topics deemed material were
relevant for all Besi employees. It was discussed that an appropriate work-life balance was
an important factor in long-term employee retention and that project management and
R&D positions tend to be at the highest risk due to their associated workloads. Talent
development and good working conditions were listed as opportunities for enhanced
business performance in conversations with employee representatives. Engagement with
stakeholders in the value chain is conducted through supplier interviews during which
different topics related to workers in the value chain are discussed. The sections Strategy,
business model and value chain and Double Materiality Assessment provide additional
detail as to how Besi considers the views of its stakeholders through multifaceted
dialogue.
Own workforce
Strategy
Besi is committed to being a good employer and promoting a workplace culture supporting
the achievement of its business and sustainability objectives. A principal challenge and
risk is to attract, motivate and retain skilled workers critical to our success in a highly
competitive semiconductor industry. Key material risks include (i) reputational damage,
(ii) insufficient workers due to health and safety or human rights incidents and (iii) failure
to meet requirements of corresponding health and safety or human rights regulations.
Besi can also pursue opportunities related to employee engagement, talent attraction and
retention by providing attractive working conditions in a diverse international environment
which could encourage business growth and increased profitability. In addition, our
global footprint implies that different regions have different risk profiles when it comes to
social issues. As such, our Asian production and personnel expansion could expose us to
risks related to forced labor, child labor and other human rights issues in each geographic
location.
Due to the nature of our operations and business model, negative impacts can be either
widespread such as women being underrepresented across the science, technology,
engineering and mathematical fields or specific to individual impacts such as human rights
or health and safety incidents in the workplace. Besi can have a positive impact on its own
workforce across the globe by providing equal treatment and opportunities for all,
promoting work-life balance practices, providing employment and inclusion for persons
with disabilities and promoting neuro diversity (e.g. age, gender, cultural background) for
new hires and promotions. Such impacts originate from our strategy and business model
and inform Besi’s policies, processes and short-, medium- and long-term goals.
We do our utmost to provide employees a comfortable working environment free of
discrimination. Our policies and management of these topics strive to ensure that
employees are not exposed to any material negative social impact and create opportunities
for their growth and development. To this end, our ambition is to:
• Ensure healthy lives and promote wellbeing for all.
• Foster an environment of equal opportunity for all employees with application to
recruitment, promotion, remuneration, training and benefits processes.
• Promote sustained, inclusive and sustainable economic growth.
• Provide a safe and secure working environment for all employees.
Such policies cover all Besi employees and were developed with the interests of all
employees in mind. In addition, we comply with all applicable employment laws and
regulations in the countries in which we operate. We do not expect any material negative
impacts on Besi’s employees and non-employees arising from the reduction of our negative
environmental impacts and transition to climate-neutral operations.
Policies related to own workforce
We seek to be a preferred employer by emphasizing the inclusion, diversity, health, safety
and wellbeing of our employees and providing flexible working arrangements with career
growth and development. To this end, Besi has a Sustainability policy, Code of Conduct,
Human Rights policy, Inclusion and Diversity policy, Anti-Corruption and Bribery policy,
Grievance procedure and Whistleblower procedure, all of which are available on our
website, to guide employee activities and to set out the responsibilities, procedures and
support functions in reporting violations. The importance of appropriate anti-corruption
and human rights policies has increased with the expansion of Besi’s Asian operations,
supply chain and logistics activities.
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We aim to create a culture in which every employee feels valued and respected. Although
we do not have specific policy commitments for groups at particular risk of vulnerability
such as disabled people, persons with long-term illnesses and other vulnerable groups, we
seek to provide equal opportunities for all employees regardless of identity. Besi also
seeks to facilitate diversity throughout our management ranks with targets and milestones
set for female managers and female employees. The Human Rights policy explicitly
prohibits the use of forced, bonded or child labor in any of our operations or business
activities.
The Whistleblower procedure allows our employees and all affected stakeholders to report
any issues related to Besi’s Code of Conduct. In addition, the Grievance procedure seeks to
provide a transparent and efficient process to address any complaints related to human
rights impacts from our employees, workers in the value chain and any other relevant
stakeholders (including non-employees). Such cases are investigated immediately and
overseen by the Board of Management and, if relevant, local management, who have
responsibility for approving appropriate corrective measures and remedies. All employees
are required to sign our Code of Conduct and undertake training upon hiring. We have three
main policies applicable to our own workforce and material topics which are set forth
below:
Sustainability policy
The Sustainability policy covers the following relevant social topics:
• People Wellbeing: We focus on training and talent development through a variety of
programs. We conduct continuous analysis of employee engagement and satisfaction
across all regional operations to assess our relative success in such activities.
• Health and Safety: Employee health and safety is a non-negotiable condition of our
business. We have implemented a company-wide health and safety policy and set
management objectives to ensure that such commitments are applied to all employees
at the facility level.
• Human Rights: We adhere to high ethical standards in our business and commit to
ensure that there are no human rights violations. We expect the same from our suppliers.
Inclusion and Diversity policy
We believe people are important to build and sustain our growth and development. The
combined wealth of diversity in personal backgrounds, creativity, self-identity, skills and
expertise that our staff bring to their roles constitutes a significant portion of our
organizational ethos and accomplishments as a company. Besi denounces all forms of
discrimination and aims to promote inclusion and diversity for everyone in the Company,
no matter their age, race, ethnic, gender or national origins, sexual orientation, marital
and/or parental status, disability or religious beliefs. Besi has implemented measures to
prevent any form of discrimination in our workforce. Such measures include our Code of
Conduct, Human Rights policy, Grievance procedure and Whistleblower procedure.
Human Rights policy
Besi commits to respect and promote human and labor rights in all aspects of our
operations. In addition to international human rights and labor rights regulations and
standards, we also pay attention to the local laws and relevant jurisdictions in the
countries where we or our supply chain operates. Specifically, Besi’s Human Rights policy
covers the following issues:
• Inclusion and diversity.
• Non-discrimination and equality.
• Freedom of association and collective bargaining.
• Safe and healthy working conditions.
• Prohibition of forced and child labor.
• Anti-harassment and violence.
• Fair wages and benefits.
• Work-life balance.
The Board of Management is responsible for the management of Besi’s human rights
issues including (i) training employees, (ii) creating awareness of human rights topics,
(iii) monitoring and reporting any human rights-related issues through our Whistleblower
procedure and Grievance procedure, (iv) identifying and assessing potential human rights
issues and (v) implementing mitigation measures where necessary. We continuously
reflect on our approach to human rights and engage in open dialogue with stakeholders to
determine areas for improvement.
We aim to engage with all stakeholders. In 2024, we conducted a stakeholder engagement
roadshow which included employee representatives, customers, suppliers and investors
to promote human rights awareness and collaboration on initiatives advancing human
rights. For our part, we conduct a biennial employee engagement survey and conduct
engagement with representatives of Works Councils and Work Unions on a semi-annual
basis to ensure we are updated on all human rights-related topics important to our
employees.
The Grievance procedure and Whistleblower procedure seek to identify and prevent any
form of human rights violations in our operations and in our value chain, including
harassment and violence and details of remedies for human rights impacts.
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Employee engagement
We promote an atmosphere of open dialogue between managers and employees.
Engagement occurs both directly with our employees and indirectly with workers’
representatives:
• Employees and managers are encouraged to voice their concerns in a collegial exchange
during annual performance appraisals.
• Employee interests are also communicated semi-annually in a more institutional way via
representation by the local European Works Councils and Asian Work Unions. The results
of these communications are used to create risk mitigation strategies.
• We conduct Town Hall meetings for all employees on a quarterly basis to inform them of
current business and financial developments and sustainability priorities.
• We have launched resource pages in certain locations to educate and engage our
employees about Besi’s sustainability strategy and progress.
The effectiveness of our engagement and mitigation approaches is assessed through the
biennial Employee Engagement survey, the results of which inform the strategic direction
of Besi’s activities regarding its own workforce. The Board of Management is the most
senior body with operational responsibility for company-wide engagement initiatives such
as the Employee Engagement survey. Besi’s operations managers have operational
responsibility for location specific initiatives such as Town Hall meetings. Our most recent
2025 survey conducted by Willis Towers Watson reported a high level of participation (91%)
and engagement (88%). In the previous survey conducted in 2023, the level of participation
was 94% and engagement was 89%. Employees who may be particularly vulnerable to
Besi’s impacts can provide feedback in the survey by responding to open-ended questions.
Survey results also help guide company activities and highlight areas for improvement. For
instance, Besi Switzerland hosted workshops during 2025 to further enhance the frequency
and quality of communication between employees to ensure effective collaboration on
technical projects. In addition, Besi Netherlands conducts an annual assessment of
employee physical and mental health to proactively identify potential health risks and
provide appropriate support measures.
Processes for engaging with own workers and workers’ representatives about impacts and
raising concerns
For more information on our Whistleblower procedure and Grievance procedure, please
refer to the Governance section.
Meco employees participated in a volunteer day organized by Cello, an organization that
supports people with intellectual disabilities.
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Own workforce actions and resources
Set forth below are the actions required to implement Besi’s policies:
Policy/action
plan
Key actions required Scope Time
horizon
Year of
completion
Progress of key actions taken in 2025 Allocated resources to
management of material
impacts, risks and opportunities
Sustainability
policy
• Training and talent development.
• Analysis of employee engagement and satisfaction
across all regional operations.
• Communication of policies and procedures to employee
workforce.
• Implementation of Occupational Health and Safety
standards and external certifications in our operations.
All operations. On
continuous
basis.
Not defined.
Each policy
is reviewed
and updated
annually.
• Average training hours per employee increased to 33 hours, up 27%
versus 2021 and 10% versus 2024.
• Biennial employee engagement survey conducted in 2025. Survey
results indicated that employees feel safe in their current physical
working environment and that collaboration and teamwork is a core
strength. Progress was exemplified by employees being more likely to
recommend Besi as a good workplace compared to the last survey.
• Town Hall meetings for all employees are conducted on a quarterly
basis to communicate current business and financial developments
and sustainability priorities.
• Seven out of eight Besi facilities are now ISO 45001 compliant (Austria,
China, Malaysia, Singapore, Switzerland and two sites in the
Netherlands).
• Introduction of mental health seminars that focus on how to handle
stress conflict situations and burnout.
Actions are implemented and
assessed in terms of effectiveness
using the following resources:
• Corporate Sustainability Team
produces guidance and tracks
performance across the
Company.
• Internal Audit and Control team
tracks performance through the
internal control system.
• Operations, including
management, technical teams,
HR and Sustainability Teams
help ensure that Besi’s policies
operate effectively.
• External consultants and
advisors are engaged to support
the development and
implementation of specific
sustainability initiatives.
Human Rights
policy
• Regular employee training on human rights issues and
Besi’s commitments under this policy.
• Monitoring of Besi’s operations, investigation of all
reported concerns and, if appropriate, remedies
provided.
• Identification and assessment of potential human
rights issues, prevention of human rights issues and/or
implementation of mitigation measures.
• Ensuring that all employees are aware of their rights
including the right to freedom of association and
collective bargaining.
All operations. On
continuous
basis.
Not defined.
Each policy
is reviewed
and updated
annually.
• Training on Besi’s Code of Conduct including human rights topics
conducted upon job commencement and repeated periodically.
• Implemented Human Rights policy and Whistleblower procedure and
Grievance procedure.
• Potential human rights impacts, risks and opportunities defined as
part of the Double Materiality Assessment, validated by key
stakeholders and reviewed annually by Management Team.
Inclusion and
Diversity policy
• Measures implemented to prevent employee
discrimination.
• Encouragement of inclusion and diversity through
manager’s inclusive leadership, training,
communication and sustainability initiatives.
• Attraction, nurturing and retention of a diverse range of
talents via enhanced recruitment, development and
retention policies.
• Adherence to the legislation and regulations relevant
to Besi in all locations where it operates and conducts
business.
All operations. On
continuous
basis.
Not defined.
Each policy
is reviewed
and updated
annually.
• Introduced Confidentiality Counsellors who can work as a first point of
contact if employees have questions or concerns in need of discussion.
• Training on Besi’s Code of Conduct, including diversity topics, are
conducted upon job commencement and repeated periodically.
• Local HR teams in each country where we operate (except for several
small sales & service offices in Asia that are managed regionally).
• Interests of employees are represented by Works Councils in each
European country and by Work Unions in Asia.
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Besi was not involved in any actual negative impact for which remedial action was required
based on the findings of the Double Materiality Assessment. Moreover, we implemented
the above policies and actions to help ensure that our practices do not cause or contribute
to negative impacts on our own workforce specifically with respect to procurement, sales
and data use. For instance, we have implemented communication sessions and set policies
to ensure that employee concerns are heard and that managers limit working hours to help
promote a better work-life balance. Financial resources related to our own workforce
include, among others, (i) access to training platforms, (II) implementation of quality and
safety management systems, (iii) the development of a safe working environment and
(iv) of the maintenance of high-quality working conditions. Such investments are integrated
into Besi’s overall strategic decision-making and typically form part of broader investments
with multiple objectives. Indeed, the future allocation of financial resources is subject to
the business, regulatory, and external environment to which Besi is exposed. However,
such financial resources are not considered significant. As such, we have not disclosed the
specific monetary amount of current and future financial resources attributed to the
implementation of Besi's own workforce initiatives.
As described in the Double Materiality Assessment section, actual positive impacts on
Besi’s own workforce through its policies include:
• Improved employee wellbeing through positive working conditions such as secure
employment, working time, adequate wages, work-life balance, training and skills
development.
• Creation of a working environment that is diverse, equitable and inclusive which includes
(i) equal treatment and opportunities for all employees, (ii) gender equality,
(iii) employment and inclusion opportunities for persons with disabilities and (iv) the
promotion, recruitment and retention of a diverse workforce.
Besi has implemented initiatives or actions with the primary purpose of delivering positive
impacts for its own workforce including the training of employees, health and safety
certification and the organization of local human resource teams focused on location-
specific staff activities such as family days, dinners and in-person seminars on mental
health. In addition, we strive to create attractive working conditions at our operations by
ensuring all employees are paid an adequate wage. Our remuneration practices are
evaluated annually and monitored by employee performance reviews and comprehensive
labor market analytics, where available. Given Besi’s global presence, such evaluations
consider the labor market conditions specific to each region. This approach enables us to
offer competitive remuneration packages that support both talent attraction and
retention. Whilst the results of the employee engagement survey and the employee
performance reviews are considered when making strategic decisions with respect to
remuneration packages, our Grievance procedure is designed to help identify any concerns
or negative feedback related to our pay practices.
We have implemented an approach involving the regular management review of key
performance indicators and a discussion of all topics related to the operation of our
business in order to identify the appropriate response to a potential negative impact on
Besi’s own workforce. To ensure that all topics are addressed, we conduct:
• Weekly regional management meetings.
• Global Management Team meetings three times per week to discuss, monitor and follow
up on any topics related to our business operations.
• Monthly Management Team meetings with the Board of Management which includes
sustainability status updates.
• Quarterly Supervisory Board and Audit Committee meetings where the Supervisory
Board is updated on the implementation of Besi’s sustainability strategy and any related
topics that require its attention.
This approach ensures that relevant sustainability topics are discussed regionally and
globally on a periodic basis, and, if required, actions are developed to help mitigate
potential negative impacts. A summary of such actions is presented to the Supervisory
Board on an annual basis. We help ensure Besi’s own practices do not cause or contribute
to material negative impacts on our own workforce and assess the effectiveness of our
actions through (i) the global biennial Employee Engagement survey, (ii) Town Hall
meetings, (iii) stakeholder dialogue meetings with employees, (iv) the use of confidentiality
counselors, (v) the Grievance procedure and (vi) communication with representatives of
Works Councils and Work Unions.
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Sustainability
topics
Included sub-topics in
the context of ESRS
Description of risk or opportunity Actions to achieve targets, mitigate risks
and pursue opportunities
Steps to track effectiveness
Risks
Health and
safety
Health and safety in Besi’s
operations.
Reputational risk of legal or regulatory sanctions,
financial loss or reputational damage caused by
failure to comply with health and safety related
regulations and/or failure of practices
implemented for employee health and safety and/
or the occurrence of health and safety risks
resulting in liabilities and reputational risk.
Through the implementation of ISO 45001, we
introduced the following approach to health and
safety risk management:
• Understanding health and safety risks in the
context of our organization.
• Participation of leadership and workers.
• Action plans developed to address risks and
opportunities.
• Support – engagement of resources and
expertise.
• Operational planning, control and emergency
preparedness.
• Performance evaluations including audits.
• Continuous improvement philosophy.
We conduct performance evaluation steps with
respect to ISO 45001 procedures which includes:
• Monitoring, measurement, analysis and
performance evaluation.
• Internal audit.
• Management review of the results.
Human rights Measures against violence and
harassment in the workplace,
child labor and forced labor in
own operations.
Risk of violation of human rights of own
employees which could lead to severe reputational
damage or the unavailability of workers as a result
of our inability to retain employees or hire new
employees.
• Code of Conduct training for all employees.
• Whistleblower procedure and Grievance
procedure to identify and assess potential
human rights violations.
• Confidentiality Counselors to discuss any
sensitive topics.
• All training participation is tracked.
• Each employee has to pass a knowledge test.
• All whistleblower and grievance cases are
investigated and recorded.
• A summary assessment of the Whistleblower
and Grievance report is presented to the Board
of Management and Supervisory Board.
• Confidentiality Counselors available in each
country of operation.
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Sustainability
topics
Included sub-topics in
the context of ESRS
Description of risk or opportunity Actions to achieve targets, mitigate risks
and pursue opportunities
Steps to track effectiveness
Opportunities
Working
conditions
Secure employment, working
time, adequate wages, work-life
balance, training and skills
development.
Opportunities for employee engagement and
talent attraction and retention which may lead to
business growth via the provision of attractive
working conditions and career development
including secure employment, working time,
adequate wages, work-life balance, training and
skills development.
• Initiation of local Human Resource teams
focused on employee wellbeing.
• All employees receive adequate wages.
• Training and talent development.
• Employee engagement regarding work-life
balance and the enforcement of applicable Besi
policies.
• Biennial employee engagement survey.
• Global HR team meetings twice per year.
• Quarterly Town Hall meetings.
• Monthly Management Team meetings including
HR update topics.
• Grievance procedure.
• Confidentiality Counselors available in each
country of operation.
Inclusion and
diversity
Diversity, gender equality and
equal pay, employment and
inclusion of persons with
disabilities.
Opportunities for employee engagement and
talent attraction and retention which may lead to
business growth by ensuring an equal opportunity
environment. Such policies encourage inclusion,
equality and diversity, help increase employee
productivity (low absenteeism, illness) and
promote effective leadership.
• Promote an inclusive culture with various
activities celebrating individual cultures such as
holiday celebrations.
• Engagement with local universities by many of
our product groups and facilities to drive growth
in diversity representation.
• Encourage recruitment process supporting
gender diversity.
We collect diversity data on a quarterly basis from
all our operations:
• % of female employees.
• % of female managers.
• Number of employees that are foreign nationals.
• Local management hires.
Targets
Besi became more active in sustainability management and reporting starting in 2020
which involved the development of various short- and long-term targets using 2021 data
as a baseline for comparison. As a result, Besi has had targets in place for its own workforce
since 2022. We have not yet set targets for additional sub-topics based on the Double
Materiality Assessment conducted in 2024 and reviewed in 2025. In setting our own
workforce targets, Besi engaged directly with stakeholders, including employees, which
enabled us to prioritize topics of importance. To this end, employee views were considered
when setting such targets. In addition, Besi considered:
• The goals defined in Besi’s overall strategy and Sustainability policy.
• Factual data related to the social and diversity indicators collected and reported by Besi
since 2014.
• Recommendations of the Semiconductors Sustainability Accounting Standard as
prepared by the Sustainability Accounting Standards Board.
• An assessment of strategies from Besi’s peers related to their own workforces.
• Results of the materiality assessment conducted in 2020 and 2021.
Besi’s performance against its sustainability targets is communicated during our quarterly
Town Hall meetings for all employees, in which employees can provide feedback to the
Management Team. Our biennial employee engagement survey also helps us identify any
lessons or improvements that we need to make based on the results of our performance.
Topics related to secure employment, working time, adequate wages and work-life balance
are not yet covered by Besi’s current targets. In addition, as set forth in our Human Rights
policy and Code of Conduct, we have a zero-tolerance approach towards discrimination,
harassment or other inhumane treatment. As such, we have not set a specific target for
this topic. Besi began the collection and aggregation of data related to work-life balance,
family leave and social protection against loss of income for the first time in 2024. We will
consider setting targets for such indicators over the medium-term in order to have
comparative data for evaluation. In this way, we can make a more informed decision about
Besi’s ambitions, baseline year for target setting and the resources required to achieve
such commitments.
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In order to manage actual and potential material impacts, risks and opportunities in
relation to our own workforce, Besi has set the following targets as a means of identifying
and mitigating any potential risks:
Sustainability
Standard
Sustainability topics Target Type of target Baseline
year
Baseline value Target for
the year 2026
Target for
the year 2030
ESRS S1 Inclusion and diversity % of female employees in workforce * absolute
2021
17% ≥19% ≥20%
% of female employees in management* absolute 18% ≥21% ≥23%
Health and safety Zero safety incidents record absolute NA** 0 0
Employee engagement and career development % of employee engagement *** absolute 90% ≥85 ≥85
Employee training, hours per year absolute 20 ≥21 ≥21
* In 2025, we excluded US employees from our diversity targets.
** Baseline value is not applicable for this target.
*** Term Employee engagement is based on the methodology developed by Willis Towers Watson which means employees’ attachment to the Company, alignment with the Company’s objectives and willingness to give discretionary effort to continuous
improvement.
Progress against targets
We quarterly collect all information from our operations and aggregate it at the corporate
level in order to track our progress versus targets and report data related to our own
workforce. Local HR teams are responsible for the collection and reporting of requisite
information. In addition, local and regional Finance and Internal Audit and Control teams
review the consistency and accuracy of the data. Progress against our 2030 targets is
detailed below alongside intermediate milestones set for 2026.
Inclusion and diversity
Besi’s diversity efforts indicate slow but steady progress as measured by an increasing
percentage of female managers in the workforce since 2019. The percentage of female
managers has increased year-on-year since 2023. However, Besi reported a small decrease
in the female managers indicator in 2023 relative to 2022 due to the promotion of several
male employees to management positions at Besi APac.
FEMALE MANAGERS*
18% 18%
20%
19%
17%
23%
21% 21%
30
20
10
0
% of headcount managers
Female managers
**
Target
2021 2022 20242023 2025 20302024 2026
Target 2024 & 2030:
based on 2021 baseline
** For this indicator, we define Manager as an employee with paygrade M1 or higher and has an employee directly reporting
to her/him.
FEMALE EMPLOYEE TRENDS*
There has been no increase in the percentage of female employees from 2019 until 2025.
% of headcount
2021 2022 20242023 2025 20302024 2026
Female employees
Target
30
20
10
0
17%17% 17% 17% 17%
20%
19% 19%
Target 2024 & 2030:
based on 2021 baseline
* In 2025, we excluded US employees from our diversity targets. If the US employees were included, the female employees
and female managers disclosure in 2025 would be the same as presented above on the graphs.
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Employee engagement and career development
Training hours in 2025 increased 10% relative to 2024 and remained above our 2026
minimum target of 21 hours per employee. Increases in training hours per employee were
favorably influenced by the expansion of our operations, establishment of a new Vietnam
facility and an increased focus on health and safety across our operations. In addition,
Meco in the Netherlands introduced supplementary practical training sessions focused on
product quality, applied knowledge and technical competencies.
TRAINING
26
31 31
33
30
21 21 21
Hours/employee
Training hours
40
20
0
Target
2021 2022 20242023 2025 20302024 2026
Target 2024 & 2030:
based on 2021 baseline
Health and safety
Besi monitors incidents in the workplace at all its locations worldwide and targets zero
health and safety incidents across the short-, medium- and long-term. Incidents are
grouped into categories by severity: (i) fatalities, (ii) major absences (more than four days),
(iii) minor absences (less than four days) and (iv) first aid cases in which employees can
resume work immediately after treatment or the following day. It should be noted that
these indicators cover Besi’s employees and non-employees. No fatalities were reported
at our operations in 2024 and 2025. There were two safety incidents recorded in 2025 at our
Malaysian facility both of which were classified as a major absence (category (ii)). Following
appropriate medical treatment and authorized sick leave, both employees involved in the
safety incidents returned to work. In general, incidents are few as our production facilities
are predominantly clean and safe environments with no heavy chemicals present.
"AI in manufacturing" training at Besi Leshan.
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Metrics
Employee characteristics
Data regarding employee characteristics is based on the headcount at the end of each
reporting period. We have categorized permanent, temporary and non-guaranteed hour
employees as per the local definitions used in each country where Besi operates. On
December 31, 2025, Besi had recruited 1,928 employees including 1,599 male and 329 female
employees. All employees are located in Asia and Europe/United States with each
representing 1,308 (68%) and 620 employees (32%), respectively. In addition, substantially
all our employees have permanent contracts (97%). The number of employees in terms of
financial reporting was 1,964 full-time equivalents at December 31, 2025.
Our fixed and temporary headcount levels can vary significantly from year to year depending
on conditions in our cyclical semiconductor assembly equipment market. In market
upturns, headcount typically increases. Conversely, in downturns, headcount is typically
reduced in alignment with decreased demand, particularly as it relates to temporary
production personnel. Similarly, new hiring also follows market movements with higher
numbers experienced in industry upturns and lower numbers in industry downturns. In
2025 and 2024, our new hiring rate was 11% and 12%, respectively. New hiring and employee
turnover typically, but not always, follow such cyclical market influences. Turnover is
typically lower in downturns where employees are less likely to seek employment
elsewhere and higher in industry upturns when there is more demand for personnel
industry-wide.
The following tables provide comparative information for Besi’s employee characteristics
as of December 31, 2024 and 2025, respectively.
Information on employee headcount by gender:
Gender
Number of employees
(headcount)
Percentage of total
employees
2024 2025 2024 2025
Male 1,555 1,599 83% 83%
Female 323 329 17% 17%
Other 0 0 - -
Not reported 0 0 - -
Total employees 1,878 1,928 100% 100%
Information on employee headcount by country of operation:
Country
Number of employees
(headcount)
Percentage of total
employees
2024 2025 2024 2025
Malaysia 433 479 23% 25%
China 403 389 21% 20%
Austria 305 314 16% 16%
Singapore 278 258 15% 14%
Netherlands 171 169 9% 9%
Switzerland 95 99 5% 5%
Taiwan 54 62 3% 3%
Vietnam 49 60 3% 3%
United States 32 38 2% 2%
South Korea 32 34 2% 2%
Philippines 15 15 1% 1%
Thailand 11 11 - -
Total 1,878 1,928 100% 100%
Information on employee headcount by type of contract:
2024
Category
Female Male Other Not
Disclosed
Total
Number of employees (headcount) 323 1,555 0 0 1,878
Number of permanent employees
(headcount) 318 1,508 0 0 1,826
Number of temporary employees
(headcount) 4 47 0 0 51
Number of non-guaranteed hours
employees (headcount) 1 0 0 0 1
2025
Category
Female Male Other Not
Disclosed
Total
Number of employees (headcount) 329 1,599 0 0 1,928
Number of permanent employees
(headcount) 315 1,556 0 0 1,871
Number of temporary employees
(headcount) 14 42 0 0 56
Number of non-guaranteed hours
employees (headcount) 0 1 0 0 1
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Information on employee turnover:
Topic 2021 2022 2023 2024 2025
Employee turnover* 168 191 129 155 172
Employee turnover* 10% 11% 7% 8% 9%
New hires 325 193 189 228 218
* Workforce reported in headcount between the start (January 1, 2025) and the end of the reporting period (December 31,
2025). The employee turnover indicator is calculated using the aggregate number of employees who leave voluntarily due
to dismissal or retirement as the numerator, and the total number of employees as the denominator. This includes all types
of employees (permanent, temporary and non-guaranteed hours).
Non-employee characteristics
Non-employees are defined as individuals working for Besi who are either self-employed
individual contractors or individuals provided by third-party employment agencies primarily
engaged in “employment activities” as per NACE Code N78. Self-employed individuals
include any temporary worker or subcontractor including those who support Besi’s R&D
efforts. Individuals provided by third-party agencies include employees of contracted
companies including those who provide office management services. Non-employees are
reported in the Full-Time Equivalent (“FTE”) total at the end of the reporting period. The
calculation of non-employees is subject to the employment laws and regulations in each
country of our operations.
As of December 31, 2025, non-employee workers aggregated 292 FTE (2024: 280) of whom
15 FTE (2024: 19) were self-employed people and 277 FTE (2024: 261) were provided by third-
party employment agencies primarily engaged in “employment activities” as per NACE
Code N78.
Diversity
Since 2019, we have collected data, set targets and publicly reported on the following
diversity data as disclosed in the Targets paragraph of the Own Workforce section:
• Percentage of female employees.
• Percentage of female managers among our employees (we define Manager as an
employee with a paygrade of M1 or higher and who has an employee directly reporting to
them).
In 2025, female employees and female managers accounted for 17% and 19% of Besi’s total
employees and total managers, respectively.
In addition, the Board of Management consists of one person who is Besi’s Chief Executive
Officer and Chairman of the Board of Management. The Board of Management consists of
one male and is therefore 100% male. There are nine members in Besi’s Management Team
which includes one female and eight males which corresponds to a female/male ratio of
11%/89% at the management level. The definition of management is based on the
disclosure of Besi’s Management Team in the Annual Report included in Corporate
Information and corresponds to the management level below the Board of Management.
Set forth below is the age distribution for all Besi employees:
Age
Number of employees
(headcount)
Percentage of total
employees
2024 2025 2024 2025
Under 30 years old 186 199 10% 10%
30-50 years old 1,297 1,296 69% 67%
Over 50 years old 395 433 21% 23%
Not reported 0 0 0% 0%
Total employees 1,878 1,928 100% 100%
Adequate wages
Besi compensates its employees fairly for their work with wages that meet at least the
minimum legal standards in the geographies in which it operates and adheres to all
applicable laws, regulations and agreements on general working conditions. Similar to last
year, Besi's employees receive adequate wages based on the assessment conducted
versus applicable benchmarks in the countries of our operations. The adequate wage
assessment was performed using employee payroll data.
Based on the annual employee performance reviews and labor market analytics, we review
our pay scales every year. Given that Besi operates in three countries in Europe and 15
countries in Asia, the reviews are specific to the regional context of the labor market in
each country of operation. This ensures that we offer competitive remuneration packages
to attract and retain our talent.
We assess the effectiveness of our remuneration practices via our employee engagement
survey and receive direct feedback from our employees in annual employee performance
reviews. The results of the employee engagement survey and employee performance
reviews are considered when making strategic decisions on remuneration packages. Our
Grievance procedure helps to receive any negative feedback related to remuneration of our
employees.
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Social protection
We aim to have all Besi employees covered by social protection against loss of income due
to sickness, unemployment, employment injury and disability, parental leave and
retirement. There is no distinction made in benefits received between full-time employees,
temporary employees and non-guaranteed hourly employees. Coverage differs per country
based on national regulations applicable to each country where we operate.
Besi omitted the information prescribed by ESRS S1-11 for financial year 2025 in accordance
with Delegated Regulation (EU) 2025/1416 which amends Delegated Regulation (EU)
2023/2772. Besi intends to provide greater detail and expand the data sources used for
employees in order to report this metric in 2028 (reporting on the financial year 2027).
Persons with disabilities
As of December 31, 2025, we reported 10 employees (2024: 11) as persons with disabilities
which represented 0.5% (2024: 0.6%) of total employees as of December 31, 2025. The
percentage of employed persons with disabilities is reported across all our operations and
is based on the definition of disability as per local regulations specific to each country
where we operate.
As described in the Own workforce actions and resources section, we implemented a set
of policies and procedures as well as suitable accommodations to enable everyone with
special needs, including workers with disabilities, to effectively perform their jobs.
Training and skills development
One of Besi’s principal challenges is to attract, motivate and retain skilled workers critical
to our success in a highly competitive semiconductor equipment industry. A key component
of our strategy is training and talent development for which we provide a variety of
company-wide educational programs:
• Efficient onboarding for new employees.
• Intranet resources tailored to the requirements of each country in which we operate.
• Mandatory and periodic corporate learning programs.
• Voluntary and targeted training programs designed for specific roles including sessions
for engineers, IT teams and assembly operators.
• Offer apprenticeships for young workers to develop their skills, knowledge and future
career development.
In addition, we monitor employee engagement and satisfaction across all regional
operations and conduct surveys to assess our relative success in such activities. The 2025
survey results indicated that employees feel safe in their current physical working
environment and that Besi maintains strong alignment with its business priorities,
emphasizing client focus, innovation and continuous improvement. Employees also
expressed a strong understanding and motivation to contribute to Besi’s business and
sustainability objectives and a strong feeling of trust between team members. Survey
results will be used to improve areas of underperformance both company-wide and at
facility-level.
As indicated below, 87% of male employees and 93% of female employees received annual
performance and career development reviews in 2025. Our goal is to have annual
performance and career development reviews for all employees. We aim to make progress
towards this objective in the next few years.
Gender Performance and career
development reviews 2024* (%)
Performance and career
development reviews 2025* (%)
Male 89 87
Female 92 93
Other - -
Not reported - -
Total employees 89 88
* Most of our entities conduct performance and career development reviews on an annual basis. However, some entities
conduct such reviews twice a year. To avoid double counting, we only include the first round of performance and career
development reviews at our entities during the reporting period. Although this limits the risk of double counting, there is
a possibility and minor uncertainty that some employees may have had a performance and career development review in
the first round of reviews and not the second or vice versa. We will refine this methodology over the next two years to avoid
such uncertainties in the future.
Gender Average training hours 2024 Average training hours 2025
Male 31 35
Female 27 25
Other - -
Not reported - -
Total employees 30 33
In 2025, a total of 64,125 training hours were recorded representing an average of 33
training hours per employee. To calculate average training hours per gender, the total
number of training hours completed by employees per gender category is divided by the
total number of employees measured as headcount per gender category.
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Health and safety
All Besi production and R&D sites have Quality, Environmental, Health and Safety (“QEHS”)
officers and committees and a health and safety management structure. These committees
have representatives from each department responsible for the inspection, enforcement
and promotion of QEHS matters in the workplace. The QEHS committees follow a company-
wide process in order to identify and mitigate any health and safety-related risks at the
facility-level:
1. Risk Assessment: QEHS inspections are conducted quarterly to identify and address any
potential unsafe acts or conditions. Such inspections are conducted on a quarterly
basis.
2. Safe work procedure: The facility’s safe work procedure is updated after the risk
assessment is complete. The safe work procedure outlines the (i) facility’s safety
requirements, (ii) operational controls and (iii) emergency procedures and defines the
roles and responsibilities of supervisors and team leaders.
3. Training: Employees regularly receive QEHS training which includes health and safety
orientation, video lessons and an assessment at the conclusion of the course.
4. Audits: Internal audits conducted on an annual basis by QEHS officers at each of Besi’s
facilities as well as external audits to verify compliance with ISO 45001 standards.
5. Continued improvement: Improvements are identified to reduce risks and enhance our
safety culture following the results of internal and external audits.
Our facilities in Austria, China, Malaysia, Singapore, Switzerland and our two facilities in
the Netherlands are ISO 45001 compliant. Thus, seven out of eight facilities are compliant
in 2025 versus six in 2024. We expect our Vietnam facility which became fully operational
in 2024 to be certified in the medium-term. In total, 89% of our workforce was covered by
a Health and Safety standard as of December 31, 2024, increasing to 94% as of December
31, 2025.
There was not a work-related ill health case reported in 2025. In addition, there were no
legal proceedings related to health and safety incidents in 2025. It should be noted that
this covers Besi’s employees and non-employees.
Work related injuries:
2020 2021 2022 2023 2024 2025
Incidents in the workplace 0 5 6 3 2 2
Working hours (in millions)* 3.0 3.9 3.5 3.5 3.7 3.8
Incidents per million hours - 1.27 1.71 0.86 0.54 0.53
* Working hours are calculated by multiplying the number of working days quarterly reported by our operations by eight
which represents the standard number of working hours per day.
In 2025, Besi reported 0.53 incidents per million working hours, a 58% reduction versus
2021 and a 2% reduction versus 2024. The number of days lost due to incidents in the
workplace was 56 versus two days in 2024.
Pay gap and total remuneration
The gender pay gap is calculated as the difference between average male and female
hourly salaries and is expressed as a percentage. In calculating Besi’s gender pay gap, we
considered the gross hourly pay of all Besi employees across all levels and regions.
Employees considered for this analysis were determined based on payroll data from
October 2025 excluding interns and those who left Besi prior to such date. All salaries in
local currency were converted into Besi’s reported currency (euro) by using October month-
end exchange rates.
Besi’s gender pay gap as of October 31, 2025 and 2024 was 21% and 23%, respectively,
largely due to an underrepresentation of female employees in the highest paid R&D and
engineering positions of Besi and the semiconductor assembly equipment industry in
general. We strive to work towards gender pay equality across all areas and levels of our
business.
The remuneration ratio is calculated by dividing the annual remuneration of the highest-
paid employee by the median annual remuneration (excluding the highest-paid employee)
for the period ending October 31, 2025. To calculate the remuneration ratio, Besi considered
its global operations in accordance with the ESRS requirements and measured remuneration
using the following criteria:
• Base salary, which is the sum of guaranteed, short-term and non-variable cash
compensation.
• Benefits in cash, which is the sum of the base salary and cash allowances, bonuses,
commissions, cash profit-sharing and other forms of variable cash payments.
• Benefits in kind, such as cars, private health insurance, life insurance and wellness
programs.
• Direct remuneration, which is the sum of benefits in cash, benefits in kind and the total
fair value of all annual short- and long-term incentives.
The annual remuneration ratio between the CEO and the median employee as of October
31, 2025 was 138 versus 382 in 2024. The 2024 remuneration of the CEO included equity
compensation benefits for additional performance shares related to prior year.
Incidents, complaints and severe human rights impacts
In 2024 and 2025, there were no reported incidents (0), or severe human rights impacts (0)
related to discrimination on the grounds of gender, racial or ethnic origin, nationality,
religion or belief, disability, age, sexual orientation or other relevant forms of discrimination.
Such metrics include reports received via the Whistleblower procedure, Grievance
procedure as well as complaints submitted to our HR managers.
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There were four whistleblower cases reported in 2025. Zero cases were reported in 2024.
The whistleblower cases reported in 2025 were not related to human rights nor working
relationship topics. All whistleblower cases were investigated and the necessary corrective
measures were implemented in relation to the reported concerns. In addition, there was
one complaint related to a working relationship submitted via the Grievance procedure
which was resolved through discussion with the parties involved. There were no fines or
penalties associated with the reported complaints.
Workers in the value chain
Strategy
Please see the sections Strategy, business model and value chain and Double Materiality
Assessment to understand how Besi considers the views of its stakeholders through
multifaceted dialogue. Engagement with stakeholders in the value chain is conducted
through supplier interviews during which different topics related to workers in the value
chain are discussed. This section outlines Besi’s supply chain engagement, which covers
the material Impacts, Risks and Opportunities ("IROs") related to workers in Besi’s value
chain.
In mapping our stakeholders, it was assumed that Besi has a large impact on, and is
impacted by, workers in the value chain. The completion of our Double Materiality
Assessment resulted in the following material impacts and risks being deemed material
for workers in our upstream value chain: Human Rights, Working Conditions and Health
and Safety. Such material impacts, risks and opportunities are relevant to personnel
employed by all Besi’s suppliers. Our material topics are relevant to all product-related
and R&D suppliers. Many of Besi’s product-related suppliers operate in Asia and are more
exposed to larger risks related to forced labor, child labor and other human rights issues
as compared to our R&D suppliers. Product-related workers are particularly vulnerable to
negative impacts due to the nature of their work. For instance, employees who are involved
in the creation of fabricated parts have a higher exposure to health and safety-related
negative impacts. In addition, certain geographies such as Singapore rely on migrant
workers who may have a higher exposure to negative human rights-related impacts.
However, it should be noted that most of our direct suppliers and customers are positioned
in the front-end of the semiconductor equipment industry value chain. As a result, they
are less likely to be exposed to high-risk business segments with regard to Human Rights,
Working Conditions and Health and Safety.
Besi and many of its suppliers involved with advanced automation and high precision
solutions and systems operate in a specific market segment reliant on R&D activity and
engagement with a skilled workforce. Therefore, many of our R&D suppliers engage highly
skilled workers who tend to be better protected against human rights-related negative
impacts including secure working conditions and favorable health and safety practices.
However, we consider those supply chain workers who perform supporting functions and
are not directly involved in R&D activities to have potential exposure to such negative
impacts.
From a long-term sustainable value creation perspective, a scalable, sustainable and
responsible supply chain is essential for us to become the world’s leading supplier of
semiconductor assembly equipment for advanced packaging applications. In order to
assess and manage supply chain risks, we regularly conduct suppliers’ assessments
through active engagement including a self-assessment questionnaire, on-site supplier
audits and supplier ESG ratings. Such assessments enable us to understand and identify
key risks related to sustainability in our upstream value chain and allow us to define and
implement action plans to manage such risks.
There is the potential for Besi to have a material negative human rights impact in its value
chain although none has been identified. Therefore, we commit to ensuring that Besi’s
suppliers adopt sustainable business practices by outlining our expectations in policy
documents, engaging with suppliers on a frequent basis and by conducting audits.
Policies related to value chain workers
We have the following policies in place to promote a sustainable supply chain and manage
the impacts, risks and opportunities related to workers in our upstream value chain: a
Sustainability policy, a Supplier Code of Conduct (based on the code published by the
Responsible Business Alliance (“RBA”)), and a Human Rights policy. Please refer to our
Whistleblower procedure and Grievance procedure for more details as to how we identify
and prevent any form of harassment and/or violence in our operations and value chain,
and, more specifically, how we provide remedies for human rights impacts. Our Supplier
Code of Conduct and Human Rights policy explicitly address trafficking in human beings,
forced labor or compulsory labor and child labor with respect to value chain workers. In
addition, we seek to align our operations and supply chain with the Restriction of
Hazardous Substances (“RoHS”) Directive.
There have been no reported violations of Besi’s Supplier Code of Conduct and Human
Rights policy via our whistleblowing channels or supplier audits. Besi’s policies cover all
value chain workers with particular relevance to the employees of our supply chain
vendors.
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Supplier Code of Conduct
Our Supplier Code of Conduct has been created in accordance with RBA requirements since
2018.
The Code of Conduct establishes standards to ensure (i) safe working conditions in the
electronics industry or industries in which electronics are a key component, including their
related supply chains, (ii) that workers are treated with respect and dignity and (iii) that
business operations are environmentally responsible and conducted ethically. Besi expects
that the supply chains of its suppliers comply with the same standards. Fundamental to
adopting the Code is the understanding that a business, in all of its activities, must
operate in a sustainable manner and in full compliance with the laws, rules and regulations
of the countries in which it operates. If, however, there are differing standards between
the RBA Code and local law, the RBA defines compliance as meeting the more strict
requirements of the two. In alignment with the UN Guiding Principles on Business and
Human Rights, the provisions in this Code are derived from and respect internationally
recognized standards including the ILO Declaration on Fundamental Principles and Rights
at Work and the UN Universal Declaration of Human Rights.
Human Rights policy
Besi is committed to using any leverage at its disposal to identify and mitigate potential
negative human rights impacts in its operations and supply chain. In accordance with the
UN Guiding Principles on Business and Human Rights and OECD Due Diligence Guidance for
Responsible Business Conduct, we aim to (i) implement responsible business conduct into
our policies and procedures, (ii) identify and assess potential human rights issues,
(iii) prevent human rights issues and/or implement mitigation measures, (iv) track the
efficiency of our mitigation measures and (v) be transparent in the communication of any
human rights issues.
Besi’s supply chain has a relatively higher probability of human rights issues than our
downstream value chain. We conduct responsible procurement programs to ensure that
suppliers are well informed about Besi’s human rights standards including engagement,
assessment, right to audit and obligation to remedy critical non-compliance. We regularly
conduct supplier assessments to identify any sustainability and human rights-related
issues. Further, we conduct training sessions with our suppliers each year to update them
on our sustainability requirements.
We commit to providing appropriate forms of remediation in cases where Besi has directly
caused or contributed to any negative human rights impact.
Value chain worker engagement
Engagement occurs directly with Besi’s suppliers through various methods:
• Consultative stakeholder engagement interviews and meetings on a regular basis which
aids the evaluation of our mitigation actions.
• Informative annual sustainability briefing roadshows during Supplier Days.
• Training sessions and the sharing of sustainability-related knowledge during audits.
Sessions with suppliers aim to inform the supplier’s employees about the impacts of their
actions and decision making relative to the environment, society and business operations.
Such channels are therefore used primarily to engage directly with Besi’s upstream value
chain workers and their legitimate representatives and to ensure the effectiveness of our
engagement with workers. We manage risks by evaluating suppliers via quarterly business
assessment processes under which we conduct performance reviews and key supplier
audits. The effectiveness of our engagements is measured through supplier audits to help
verify compliance with our objectives and to reduce the risk of a negative impact on Besi’s
value chain workers. In addition, such engagements support our strategy to mitigate the
risks associated with our value chain workers by providing insight as to our high-risk
suppliers who do not have mitigation actions in place.
Besi’s Board of Management is responsible to ensure that supplier engagement occurs.
The VP Strategic Supply Chain Management has day-to-day operational responsibility for
value chain worker engagement. Besi signed a General Work Agreement (“GWA”) or General
Procurement Contract (“GPC”) with 79% of its Purchase Volume (“PV”) in 2025 which
includes alignment with the RBA Code of Conduct. In 2025, 70% of our total PV completed
the self-assessment questionnaire and 65% of our total PV was audited.
Although Besi aligns its practices with the RBA, it is not a member of this organization. In
2024, Besi achieved silver status with the RBA which is externally audited and accredited.
The new audit is planned for spring 2026.
Processes to remediate negative impacts and channels for value chain workers to raise
concerns
As outlined in the Governance paragraph of this Sustainability Statement, we have
Whistleblower and Grievance procedures available to any stakeholder interested in
reporting any potential human rights violation. We assist our value chain worker
representatives in effectively communicating the availability of such channels to their
workforce through our supplier engagement. All reported concerns are reviewed with
appropriate action taken in response to each reported concern. We commit to provide
appropriate forms of remediation in cases where Besi has directly caused or contributed to
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a negative impact on workers in the value chain such as via the seven-step process
included in the Grievance procedure which is set forth below:
• Submission of complaint.
• Admission and acknowledgement by Ethics Counselor upon receipt of complaint.
• Assessment of grievance which respects the right of the complainant to be anonymous
and to submit the complaint in good faith.
• Conclusion by Ethics Committee on the resolution of the grievance.
• Appeal from complainant if not satisfied with the resolution of the grievance.
• Action implemented based on the conclusion of the Ethics Committee with a timeline
and responsible parties assigned.
• Complaint closed once the complainant has accepted the outcome or the appeal process
is complete.
Workers in the value chain actions and resources
As outlined in the Risk Management section of the Annual Report, human rights risks are
captured in our annual risk assessment including how such risks could impact Besi’s
strategy and business operations. In recent years, we have significantly expanded our
production, engineering and supply chain capabilities in Asia (Malaysia, China, Singapore
and Vietnam) to increase our local presence and operational efficiency. Asian personnel
represented 68% of our total headcount at year end 2025. Further, revenue from Asian
customers represented approximately 76% of our revenue in 2025. As a more active Asian
participant, we operate in countries that, according to international human rights and
corruption indices, are perceived to be of higher risk relative to our European operations.
In addition, the expansion of Besi’s operations could potentially expose us to the risk of
fraud or bribery in our supply chain activities. With respect to human rights, we follow the
RBA Code of Conduct both in our production facilities and supply chain. The RBA Code of
Conduct includes labor standards concerning:
• Freely chosen employment.
• Young workers.
• Working hours.
• Wages and benefits.
• Humane treatment.
• Non-discrimination/non-harassment.
• Freedom of association.
Besi has potential negative impacts from topics related to human rights, working
conditions and health and safety based on the DMA. Given that we do not have actual
negative impacts, we focus mainly on the implementation of policies and procedures and
supplier engagement to proactively limit any negative impacts. We implement our value
chain actions and allocate necessary resources on continuous basis.
Financial resources related to our supply chain engagement include, among others, (i) the
monitoring of supplier compliance with Besi policies and procedures, such as supplier
audits and quarterly business reviews, (ii) the provision of training sessions for suppliers
and (iii) follow-up activities to review suppliers' progress towards identified improvements.
Such investments are integrated into Besi’s overall strategic decision-making and typically
form part of broader investments with multiple objectives. Indeed, the future allocation of
financial resources is subject to the business, regulatory, and external environment to
which Besi is exposed. However, such financial resources are not considered significant. As
such, we have not disclosed the specific monetary amount of current and future financial
resources attributed to the implementation of Besi's supply chain initiatives.
Besi Singapore staff participated in a meal delivery program for the underprivileged.
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Besi conducts quarterly supplier reviews and follow-ups to monitor the effectiveness of
the preventative actions below. In addition, we regularly conduct performance assessments
and key supplier audits, engage suppliers to respond to the Self-Assessment Questionnaire
to help identify their social, environmental and human rights-related activities and risks in
our supply chain and implemented a Whistleblower procedure and Grievance procedure to
ensure the communication and remediation of all actual and potential issues:
Place in the
value chain
Sustainability
topic
Description of impact Description of risk or opportunity Preventative actions to mitigate potential negative impacts
and mitigate material risks
Supply chain Human rights The majority of Besi’s suppliers are located in
Asia where a potential negative impact on the
suppliers’ workers might occur due to human
rights violations such as violence and
harassment in the workplace, child labor and
forced labor.
Reputational risk of non-compliance with regulations
and policies related to human rights and potential
employment risks in the supply chain.
Implementation of:
• GWA and GPC with reference to the RBA Code of Conduct which
we sign with our suppliers.
• Conflict Free Sourcing Initiative setting requirements on
conflict minerals found in the Democratic Republic of Congo
associated with human rights violations.
• Supplier training on Besi’s sustainability requirements including
topics such as human rights, working conditions and health and
safety.
• Besi policies applicable to our value chain workers, specifically
our Sustainability policy, Human Rights policy and Supplier Code
of Conduct setting the standards expected from our suppliers in
areas such as human rights, product quality, health and safety
and the environment.
• Supplier self-assessments and audits to ensure compliance
with the above policies.
• Whistleblower procedure and Grievance procedure available to
any stakeholders interested in reporting any potential human
rights violations.
Working
conditions
The majority of Besi’s suppliers are located in
Asia where a potential negative impact on the
suppliers’ workers might occur due to a lack of
secure employment, working time, adequate
wages, work-life balance, training and skills
development.
The risk of non-compliance with employment terms
regulations and/or materialization of employment risks
in the supply chain resulting in interruption of critical
supplies and services and reduction of product quality
from suppliers.
Health and
safety
Potential negative impact on Besi’s supply
chain workers due to violations of health and
safety regulations resulting in an increased
number of health and safety incidents.
Risk of legal or regulatory sanctions, financial loss or
reputational damage caused by a failure to comply with
health and safety related regulations and/or the failure
to implement practices for employee health and safety
and/or the materialization of health and safety risks
resulting in liabilities and reputational risk.
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We do not observe severe human rights impacts in our upstream value chain. We allocate
resources to manage material impacts on value chain workers and to prevent or mitigate
material risks such as (i) hiring Human Resources and sustainability specialists,
(ii) publishing several internal and external policies (such as the Human Rights policy),
(iii) engaging consultants to support any data or knowledge gaps and (iv) ensuring that our
methodology relative to the assessment and management of material topics, policies,
procedures and targets is consistent with international standards and regulations. We
engage with suppliers on the availability and effectiveness of our processes that provide
or enable remedy in the event of material negative impacts through the Grievance
procedure which was introduced in 2024.
In 2025, the number of supplier performance reviews and audits represented 65% of our
total PV, a 1 point increase versus 2024. Engagement with suppliers also resulted in
additional progress on sustainability topics in 2025. Our Malaysian and Chinese operations
continued a more comprehensive engagement strategy with suppliers this year through a
sustainability briefing roadshow, training sessions and the sharing of sustainability-
related knowledge whose primary purpose was to deliver positive impacts for value chain
workers. In 2024, Besi integrated sustainability criteria into its supplier Quarterly Business
Review (“QBR”) scorecard and assigned such criteria a 10% weighting in the final supplier
performance review of the year. In addition, sustainability assessments have been
incorporated into the annual audits of key suppliers since 2023. Both the QBR and the
annual audits are validated onsite and through desktop assessments to ensure compliance.
Following such assessments, suppliers are categorized into risk categories and are
required to develop an improvement plan based on the feedback provided with active
involvement from their senior management to ensure effective implementation. Such
assessments provide Besi with the information needed to assess the effectiveness of our
engagement in delivering outcomes for value chain workers.
Supplier Quarterly Business Review
Besi implements a Quarterly Business Review ("QBR") scorecard for its suppliers,
incorporating a comprehensive assessment of operational performance and quality
control. Since 2024, sustainability topics have carried a 10% weighting within the
operational performance assessment. Based on the QBR assessment, suppliers are
classified into six performance categories based on their scores. For lower performance
category suppliers, Besi defines specific improvement requirements. Progress against
these requirements is reviewed on a quarterly basis through supplier audits and desktop
assessments. Relationships with suppliers that receive the lowest performance
category in three consecutive quarters are formally reviewed.
In 2024, Besi APac also conducted an IT Risk Survey which received responses from 131
suppliers. The purpose of this survey was to assess the risk profile of our key suppliers
with a focus on the governance of issues such as data protection, regulatory compliance
and data breach risk management. The survey responses were analyzed by Besi’s IT
Security team which led to the categorization of suppliers into different risk levels.
Following the survey, two IT security sessions were organized to ensure that key suppliers
remained at manageable risk levels. As such, these sessions aimed to prevent Besi’s data
usage from causing or contributing to any negative impacts on its value chain workers.
Metrics and targets
Besi has an indirect impact on the workers in our supply chain through business
relationships with our suppliers. The ESRS S2 “Workers in the value chain” standard does
not set any specific metrics to be measured as part of ESRS compliance. As such, we have
set entity specific targets measuring the commitment of our suppliers to follow best
international practices associated with environmental and social topics and to track their
performance and progress on such topics. Specifically, we measure:
• Purchase Volume (“PV”) signing the GWA/GPC which contains requirements to follow the
RBA Code of Conduct and Besi’s material impacts, risks and opportunities related to
non-discrimination, forced labor, child labor, working hours, fair compensation, health
and safety and environmental performance. Such requirements are based on
internationally recognized standards including:
• OECD Guidelines for Multinational Enterprises.
• UN Guiding Principles on Business and Human Rights.
• ILO Declaration on Fundamental Principles and Rights at Work.
• ILO Fundamental Conventions.
• UN Universal Declaration of Human Rights.
• PV responding to the RBA self-assessment questionnaire including the supplier self-
assessment for Besi’s material impacts, risks and opportunities related to non-
discrimination, forced labor, child labor, working hours, fair compensation, health and
safety.
• PV audited which is based on supplier audits conducted by Besi’s team including (but not
limited to) all the above-mentioned topics involving our impacts, risks and opportunities.
Supplier audits include several steps such as a review of suppliers, self-assessment
data, site visits, the discussion of relevant topics, recommendations for improvement
and the tracking of improvements.
• PV to sign the Conflict-Free Sourcing Initiative which involves a commitment to comply
with the international CFSI industry standard requirements for conflict minerals (coltan,
cassiterite, gold, wolframite) found in the Democratic Republic of the Congo associated
with human rights violations and labor and environmental abuses in the region.
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Besi has set the following targets as a means of identifying and mitigating any potential
risks in order to manage the actual and potential material impacts, risks and opportunities
relative to our upstream workers in the value chain:
Target Type of
target
Baseline
year
Baseline
value
Target for
the year
2026
Target for
the year
2030
PV to sign GWA or GPC
absolute 2021
64% 80% 85%
Code of Conduct self-assessment
questionnaire signatories
63% 75% 85%
PV audited 59% 70% 75%
PV to sign Conflict-Free Sourcing
Initiative
66% 75% 80%
2024 represented the first year for which Besi implemented a reporting framework based
on ESRS requirements. We intend to set other targets addressing our material impacts,
risks and opportunities over the next two years. In order to set the current targets, Besi
considered its strategy, international standards, peer practices, views of stakeholders and
value chain partners as described in the General Disclosures section:
• The goals defined in Besi’s overall strategy and Sustainability policy.
• Factual data related to the supply chain indicators collected and reported since 2019.
• Recommendations of the Semiconductor Sustainability Accounting Standards as
prepared by the Sustainability Accounting Standards Board.
• An assessment of strategies from Besi’s peers related to the workers in the value chain
sub-topics.
• Stakeholders’ views on the importance to our business of the workers in the value chain
sub-topics.
• Results of the previous materiality assessment conducted in 2020.
Besi engaged directly with stakeholders, including legitimate supply chain worker
representatives, during the annual materiality assessment process conducted between
2020 to 2024 which enabled us to prioritize topics of importance. To this end, supply chain
worker views were considered when setting such targets. Besi’s performance against its
sustainability targets is communicated during our annual supplier days in which legitimate
supply chain worker representatives can provide feedback to the Management Team. Our
audits and regular meetings with suppliers also help us identify any necessary lessons or
improvements based on the results of our performance. With respect to our approach, we
realize that it is unlikely that 100% of our PV will align with all the initiatives above.
As such, we will develop an engagement plan for any PV not aligned with the RBA Code of
Conduct agreements and not conducting self-assessments which will include:
• Categorization of suppliers into risk groups.
• Development of an engagement plan for each risk group.
• Review of supplier relationships based on the results of the engagement.
Progress against targets
We have made progress against all indicators as detailed below:
PURCHASE VOLUME TO SIGN GENERAL WORK AGREEMENT OR GENERAL
PROCUREMENT CONTRACT
64%
76%
77% 77%
79%
77%
85%
80%
% of PV
General Work Agreement (“GWA”) or
General Procurement Contract (“GPC”) Signatories
100
50
0
Target
2021 2022 20242023 2025 20302024 2026
The percentage of PV which signed a GWA or GPC Signatories increased from 77% in 2024
to 79% in 2025. We have set a milestone and target of 80% and 85% by 2026 and 2030,
respectively.
PURCHASE VOLUME TO SIGN CODE OF CONDUCT SELF-ASSESSMENT
QUESTIONNAIRE
63%
66%
85%
75% 75%
62%
% of PV
Code of Conduct Self Assessment Questionnaire (“SAQ”) Signatories
100
50
0
Target
2021 2022 20242023 2025 20302024 2026
68%
70%
The percentage of PV which answered the Code of Conduct Self-Assessment increased
from 68% in 2024 to 70% in 2025 marking further progress in our supply chain engagement.
We have set a milestone and target of 75% and 85% by 2026 and 2030, respectively.
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PURCHASE VOLUME AUDITED
59%
63% 63%
64%
65%
75%
70% 70%
% of PV
Audited Suppliers
100
50
0
Target
2021 2022 20242023 2025 20302024 2026
We measure the percentage of PV which has been audited by us as part of Besi’s due
diligence program for materials with potential human rights impacts. Besi has set a
milestone and target for 70% and 75% of its suppliers to be audited by 2026 and 2030,
respectively. In 2025, the number of supplier performance reviews and audits was 65% of
our total PV, a 1 point increase versus 2024.
PURCHASE VOLUME TO SIGN CONFLICT-FREE SOURCING INITIATIVE
71%
73%
66%
73%
72%
80%
75%
73%
% of PV
Conflict Free Sourcing Initiative ("CFSI") Signatories
100
50
0
Target
2021 2022 20242023 2025 20302024 2026
The percentage of PV which are signatories to the Conflict Free Sourcing Initiative increased
from 72% in 2024 to 73% in 2025. We have set a milestone and target of 75% and 80% by
2026 and 2030, respectively.
Governance
Business Conduct
Governance
The Supervisory Board has an oversight responsibility with respect to Besi’s business
conduct-related policies and procedures. The Board of Management has responsibility for
setting the Company’s business conduct framework as well as its implementation and
execution which includes approving appropriate corrective measures for the Whistleblower
procedure and Grievance procedure. Day-to-day responsibility for the oversight of business
conduct impacts, risks and opportunities resides with the SVPs and facility management
in their respective departments and locations.
Policies related to business conduct
We acknowledge the importance of good governance, the most important elements of
which are transparency, independence and accountability. An environment in which these
elements are managed well can be the basis for long-term sustainable value creation. We
also foster an inclusive and diverse culture in all layers of the organization. Besi’s business
strategy includes the development of our business in a sustainable way with respect to
the rights of our employees and other stakeholders.
In order to develop and promote this governance and corporate culture, Besi has a
Sustainability policy, Code of Ethics for Senior Financial Officers, Inclusion and Diversity
policy, Code of Conduct, Anti-Corruption and Bribery policy, Whistleblower procedure and
Grievance procedure (all of which are available on our website) to guide employees, workers
in the value chain and other stakeholders’ activities and to set out the responsibilities,
procedures and support functions in reporting violations. In addition, we have internal
policies such as a No-Gift and Limited Entertainment policy and Conflict of Interest policy
intended to provide additional guidance for our employees. Additional information
regarding the Sustainability policy, Code of Conduct and Inclusion and Diversity policy is
detailed in the Strategy, business model and value chain section. We also provide
mandatory training to employees regarding such issues to ensure they are aware of our
standards and their responsibilities with respect to ethical issues. To this end, all new
employees are required to sign the Code of Conduct and all employees undertake training
on an annual basis. The training includes key topics included in Besi’s Code of Conduct,
Whistleblower procedure, Grievance procedure, No-Gift and Limited Entertainment policy
and Conflict of Interest policy. All the above elements contribute to the development of
Besi’s corporate culture.
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More details on the contents of these initiatives and policies are set forth below:
Sustainability policy
Following good governance principles is of the utmost importance for the success and
continuity of Besi’s business. We conduct our business with high ethical standards and are
committed to eliminate any corruption and bribery cases in our operations and value chain.
We carry out business conduct training for our employees and work to communicate our
business conduct principles to our suppliers and customers. We are committed to the
investigation of any incidents related to business conduct promptly, independently and
objectively. Besi commits to not making any contributions or donations to candidates or
political parties in any of the countries in which it operates. We respect our employees’
freedom of expression and rights to participate individually in the political process and to
support candidates and political parties of their choice.
Ethics and corporate culture
We ensure that our business is conducted according to high ethical and professional
standards. We actively seek compliance with applicable laws and regulations in the
countries and regions where we operate and, whenever possible, try to go beyond such
standards.
Engagement with employees and external stakeholders
Continuous stakeholder engagement in which we embrace open dialogue and knowledge
sharing is important for an innovation-driven industry. It also helps us identify areas for
improvement. We communicate with all our stakeholder groups about their topics of
concern. We respect the right of our employees to exercise their freedom of association by
cooperating with the bodies and institutions that our employees collectively choose to
represent them.
Code of Conduct
Besi’s Code of Conduct outlines our objective to become the world’s leading supplier of
semiconductor assembly equipment for advanced packaging applications and to exceed
industry average benchmarks of sustainable long-term financial performance.
Further, the Code of Conduct specifically states that we will conduct our business in a fair
and competitive manner within the existing legislative framework. Anti-trust and
competition laws are designed to promote fair and open competition by prohibiting unfair,
restrictive or collusive business practices. It is our policy to comply fully with all such laws.
In no circumstances will we put our competitors at a disadvantage in any way that is
contrary to existing anti-trust and competition laws. Each employee and Management
Team member must participate in a Code of Conduct training to ensure that all employees
are aware of Besi’s corporate values.
Our long-standing commitment to inclusion and diversity is also reflected in our core
values, particularly that of “respect”, as described in our Code of Conduct where: “we
cherish the richness and diversity of cultures within our organization”.
Code of Ethics for Senior Financial Officers
The Code of Ethics for Senior Financial Officers supplements the Code of Conduct which
applies to all Besi employees. It is intended to further promote honest and ethical conduct
and full, fair, accurate, timely and understandable disclosure in reports prepared by Besi in
compliance with all applicable laws, rules and regulations. Although it is the responsibility
of Senior Financial Officers to comply with these expectations, the Supervisory Board shall
be responsible for determining whether such transaction or relationship constitutes a
conflict of interest. In addition, any waiver of this Code or any change to this Code may only
be made in writing by Besi’s Supervisory Board and will be disclosed as required by law or
stock exchange regulation.
Whistleblower procedure
We monitor employee engagement and satisfaction across all regional operations and
conduct surveys to assess our relative success in such activities. In addition, the
Whistleblower procedure accommodates reporting by external stakeholders. Internal and
external stakeholders have the responsibility to comply and ensure compliance with the
Code of Conduct. This includes the responsibility to notify a suspicion of misconduct or a
suspicion of infringement of EU law. We will treat each notification seriously and will
follow up carefully and with discretion.
The whistleblower’s privacy will be respected during and after the notification process.
Any issues that the whistleblower raises will be treated confidentially and will only be
communicated on a need-to-know basis. They also have the right to require anonymity. In
such a case, any report to third parties will not include the whistleblower’s personal
information. The whistleblower is also required to treat any notification in a confidential
manner and has the right to remain updated of the notification process. All protection
measures comply and are in accordance with the Dutch Whistleblowers Act which
transposes Directive (EU) 2019/1937 of the European Parliament and of the Council
(Whistleblowing Directive).
Grievance procedure
Once a grievance is submitted, there is a protocol followed by the Company while it
conducts an assessment of the scale and nature of the reported issue. After completion of
the assessment, the Ethics Committee will review the findings of the assessment and
decide an appropriate resolution of the grievance. Besi is committed to resolving all
conflicts in a mutually beneficial way. The Ethics Counselor will communicate the decision
to the complainant detailing the measures and actions to be taken. If further action is
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required, a timeline and responsible parties will be assigned. If the complainant is not
satisfied with the conclusion, they may inform the Ethics Committee with an explanation
as to why they disagree with the outcome of the assessment. The Ethics Committee will
then discuss the appeal internally and, based on each specific case, will provide additional
explanations to the complainant or execute additional investigations to achieve a
resolution.
The grievance is considered closed when the resolution has been implemented, complainant
has accepted the outcome or the appeal process is complete. We aim to assess the
effectiveness of the remedy wherever possible for each grievance submitted. We commit
to communicating with the complainant to assess the effectiveness of the measures
implemented if the remedy process takes a long time.
Stakeholders can notify a suspicion of misconduct or suspicion of infringement of EU law
through any of the abovementioned channels. Beyond the Whistleblower procedure and
the Grievance procedure, we also use data fraud analytics tools to find potential corruption
and bribery cases. The tools are managed by the Internal Audit and Control team and the
results of the assessments are reported to the Board of Management and the Supervisory
Board.
We engage with our suppliers, their employees and relevant employee representatives to
ensure that the procedure has been effectively communicated and that the employees of
Besi’s suppliers are aware of and trust our Grievance procedure.
Anti-Corruption and Bribery policy
We strive to promote anti-corruption and bribery practices in all aspects of our business
including by referencing to our Code of Conduct and the Anti-Corruption and Bribery policy
in our suppliers’ agreements. Regular internal audits which form part of the internal audit
plan are conducted to monitor adherence to this policy.
Following the key principles of this policy, Besi has developed an internal Anti-Corruption
and Bribery Framework which sets guidelines for our operations as to the detection,
prevention, investigation and mitigation of potential corruption and bribery cases. In our
Anti-Corruption and Bribery policy and Anti-Corruption and Bribery Framework, we strive
to follow the principles of the United Nations Convention against Corruption, OECD Anti-
Bribery Convention, Criminal Law Convention on Corruption and other relevant regulations.
Besi has a zero-tolerance approach to any form of bribery and corruption. We are committed
to conducting our business with integrity, transparency and fairness in compliance with all
applicable laws and regulations. Besi requires that all third parties acting on its behalf
adhere to the principles of this policy. We consider sales and purchasing positions to be of
highest risk in the countries ranking highest on international corruption indices.
Prevention and detection of corruption and bribery
We will not involve ourselves in bribery, payment facilitation, extortion or any other form
of corruption. Employees cannot directly or indirectly pledge a financial benefit to any
person affiliated with a government or an entity controlled by a government to secure or
maintain orders or services. Furthermore, employees are not allowed to use external third
parties to circumvent the ban on corruption.
As described in our Anti-Corruption and Bribery policy, we have implemented the following
steps to prevent, detect and address allegations or incidents of corruption or bribery:
• Record keeping of all transactions and expenses including supporting documentation.
• Whistleblower procedure and Grievance procedure to raise any concern or suspicions
regarding corruption or bribery.
• Anti-corruption and bribery training for all employees. This approach ensures that all
“functions-at-risk” participate in anti-corruption and bribery training. We engage with
customers, suppliers and other business partners to make sure that they are informed
of Besi’s Code of Conduct, Supplier Code of Conduct and this policy. For our supply chain,
we sign GWAs or GPCs which refer to the requirements of the RBA Code of Conduct.
• The Board of Management is updated on a quarterly basis of any violations with regards
to this policy and the Anti-Corruption and Bribery Framework. The Supervisory Board is
informed twice a year. Key outcomes of any investigation are presented in these updates
to both the Board of Management and Supervisory Board if any violations have taken
place.
• Investigators into potential corruption and bribery issues are always separate from the
chain of management involved in the matter.
Supervisory Board members reviewed and approved the Anti-Corruption and Bribery policy
and Besi’s internal Anti-Corruption and Bribery Framework. In addition, the Supervisory
Board reviews and approves any updates or changes related to such policies. As such, we
consider them well informed about Besi’s Anti-Corruption and Bribery policy and Framework
and the implications of such documents.
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Our Whistleblower procedure enables employees and all other stakeholders to report
suspected cases of misconduct. Such cases are investigated by the Internal Audit and
Control team and overseen by the Board of Management which has responsibility for
approving appropriate corrective measures. In some cases, the Management Team is
involved in the investigation if required. After the notification is investigated and evaluated,
results will be presented to the Board of Management and local management or only to
the Board of Management depending on the scale and person(s) involved. In case of an
internal notification regarding any member of the Board of Management, the Internal
Audit and Control team will consult with the Chair of the Supervisory Board to determine
whether it is deemed necessary to launch an investigation.
Investigations are conducted by the Internal Audit and Control team or the specialized
external party who will prepare a report of their findings with all facts clearly stated. All
material findings that result from the use of Besi’s internal control and risk management
system for financial and non-financial risks are discussed with the Audit Committee of the
Supervisory Board on a quarterly or semi-annual basis including the status of systems,
procedures and activities to monitor and evaluate risks from fraud, bribery or corruption in
Besi’s operations.
It is Besi’s policy to provide full, fair, accurate, timely and understandable disclosure in all
reports, documents and public communications in order to be fully transparent with all
relevant parties.
Metrics and targets
Although we have implemented policies and procedures designed to help ensure
compliance with all applicable rules and regulations, there can be no assurance that our
employees, partners and other persons with whom we do business will not take actions in
violation of our policies or such rules and regulations.
There were no legal proceedings associated with anti-competitive behavior during the last
five years. In 2024 and 2025, there were no reported incidents of corruption, no convictions
or fines for violation of anti-corruption and anti-bribery laws and no actual violations or
penalties. We take into account incidents involving actors in the value chain only where
Besi or its employees are directly involved when assessing legal proceedings, incidents of
corruption and convictions or fines for violation of anti-corruption and anti-bribery laws.
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GHG emissions accounting methodology
List of included and excluded Scope 3 categories
Scope 3 categories Included /
Not included
Justification on applicability for Besi
1 Purchased Goods and Services Yes Emissions from the purchased goods and services used for the production of Besi’s systems. This is Besi’s second
largest Scope 3 emissions category.
2 Capital Goods No Emissions from the purchased goods and services that were capitalized in the reporting year. Does not represent
a significant category for Besi. We did not calculate GHG emissions associated with this category in 2025 to avoid
double counting given that part of capital goods is categorized in purchased goods and services. Moving forward,
we will develop methodology to avoid double counting and report this category separately.
3 Fuel- and Energy-Related Activities Not Included in Scope 1 & 2 Yes Transportation and distribution losses and well-to-tank emissions related to the use of energy and fuel in our
operations. Does not represent a significant category for Besi.
4 Upstream Transportation and Distribution Yes Upstream transportation and distribution based on GHG Protocol definitions. Does not represent a significant
category for Besi.
5 Waste Generated in Operations Yes Emissions associated with the processing of waste generated in our operations. Does not represent a significant
category for Besi.
6 Business Travel Yes Emissions from business travel such as business flights. Does not represent a significant category for Besi.
7 Employee Commuting Yes Emissions from commuting by Besi employees in the countries of our operations. Does not represent a significant
category for Besi.
8 Upstream Leased Assets No Not applicable. Emissions associated with our buildings are included in Scope 1 & 2 inventory.
9 Downstream Transportation and Distribution Yes Downstream transportation and distribution based on GHG protocol definitions. Does not represent a significant
category for Besi.
10 Processing of Sold Products No Not applicable. We account for categories 3.11 and 3.12.
11 Use of Sold Products Yes Emissions from electricity used by Besi systems. The largest component of Besi’s Scope 3 emissions category.
12 End-of-Life Treatment of Sold Products Yes End of life treatment of Besi systems. Does not represent a significant category for Besi.
13 Downstream Leased Assets No Not Applicable. Besi does not have any assets leased to other entities.
14 Franchises No Not Applicable. Besi does not have any franchises.
15 Investments No Not Applicable. Emissions from investments are accounted for in category 3.2.
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Description of GHG accounting methodology
Our Sustainability reporting and GHG emissions reporting cover all entities included in the
scope of the Consolidated Financial Statements (see Note 2 Principles of consolidation in
the Notes to the Consolidated Financial Statements) excluding some data on energy
consumption by three sales and service offices due to their immaterial significance. In
addition, no significant changes have been made in the methodology and its dentitions.
GHG emissions associated with purchased goods and services are calculated using
secondary data such as financial data on the purchase volume of different supply
categories. Such emissions accounted for 40% of total GHG emissions in 2025. Metrics for
other GHG emission categories are calculated using primary data such as energy
consumption, employee travel, waste generation and logistics data. The percentage of
GHG emissions calculated using primary data was 64%. As described further in the GHG
accounting methodology, we apply reasonable assumptions in the absence of more
granular information for certain insignificant categories such as employee travel or waste
generated from operations.
Emissions category Description of methodology
Scope 1 Scope 1 emissions are calculated based on data collected quarterly in our operations related to the use of natural gas, gasoline and diesel. Emission factors are derived from the GHG
Protocol using emission factors from Stationary Combustion Tool.
Scope 2 Scope 2 emissions include electricity consumption for our operations globally, centralized heating of our buildings in Besi Netherlands and centralized cooling of our buildings in Besi
Singapore. All data is collected from our operations on a quarterly basis.
Location-based emissions are calculated based on the grid emission factors specific for each country of Besi’s operations. Such factors are based on the energy mix of each country
using www.aib-net.org/facts/european-residual-mix/2024 for European operations and www.ourworldindata.org for all other countries. For our district heating in Duiven, the
emission factor is based on data from the supplier.
Market-based emissions are calculated based on recognized market instruments available in the countries of our operations and which we implement to reduce our GHG footprint. For
our operations in China, Malaysia and Vietnam, we use RECs from local hydropower, solar and wind projects. For our operations in the Netherlands, Austria, Switzerland and Singapore,
we receive green electricity based on Power Purchase Agreements with our energy providers.
Scope 3
3.1 Purchased
Goods and Services
For the accounting of category 3.1, we use the spent-based method as per the GHG Protocol. All Besi’s purchased goods and services are quarterly separated into six categories per
country of purchase: Modules, Vendor Parts, Fabricated Parts, Services, Software and Documents. All these categories are mapped to the best available Emissions Factors available in
the country-specific EEIO dataset known as Exiobase. We adjusted the spend included in PG&S footprint to resemble cradle-gate spend, rather than customer price spend as
recommended by the GHG Protocol. Exiobase emission factors applied to our spent categories are adjusted for inflation per each country of purchase using the World Bank CPI index.
The Spent-based method is allowed by the GHG Protocol and is widely adopted. However, this method does not provide a high level of accuracy in the assessment of emissions. Moving
forward, we will focus on collecting more granular information with respect to our supply chain emissions.
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Emissions category Description of methodology
3.3 Fuel- and Energy-Related
Activities not included in
Scope 1 & 2
We account for Fuel- and Energy-Related Activities not included in Scope 1 or Scope 2 covering well-to-tank emissions from purchased fuels and emissions from electricity generation
and transmission and distribution losses. The basis for the accounting of these emissions is the energy data collected quarterly from our operations and used for the calculation of
Scope 1 & 2 emissions. We apply the average-data method using UK Government GHG Conversion Factors for Company Reporting to obtain emission factors associated with
transmission and distribution losses and well-to-tank emissions.
3.4 Upstream Transportation
and Distribution
Upstream transportation and distribution emissions are calculated using the distance-based method which uses the quarterly ton-km logistics data collected from all operations. Each
entity reports upstream internal and external logistics data per type of transportation (air, sea, land, train) using GHG Protocol definitions. Conversion factors are derived from the GHG
Protocol using the GHG Emissions from the Transport or Mobile Sources Tool.
3.5 Waste Generated in
Operations
We apply the waste-type-specific method to calculate emissions from waste generated in our operations. Given that this category is not significant for Besi, we use certain
assumptions as per GHG Protocol methodology. Waste tonnage data is collected quarterly from all operations and is aggregated and tagged by waste type (hazardous vs. non-
hazardous) and disposal type (e.g., recycling, landfill, incineration). However, the breakdown of material(s) (e.g., paper vs. plastics vs. metals) underlying each waste record cannot be
sourced given that granular data on waste composition is not fully available in some of our Asian operations.
UK DEFRA EFs were used for all non-hazardous waste records as well as hazardous waste that was recycled. Ecoinvent V3.1 EFs were used for hazardous waste that was disposed of via
incineration or landfill.
3.6 Business Travel We collect business travel data from our operations on a quarterly basis and apply distance-based methods to calculate this category of GHG emissions. As most of Besi’s business
travel happens by plane, we do not collect other business travel data. The amount of GHG emissions associated with employee travel by car is negligible. In addition, all employees
report their commuting mileage and such data is used to calculate emissions in category 3.7 Employee commuting. To avoid double counting, we do not include travel by cars in category
3.6 Business travel.
We derive emission factors from the GHG Protocol using the transport or mobile sources tool.
3.7 Employee Commuting Besi uses the distance-based method whereby the distance traveled via each mode is multiplied by the appropriate emission factor. Employee commuting data from each country is
aggregated at the corporate level. Given that employee commuting is not a significant GHG category, we allow reasonable assumptions to be made by HR teams to collect employee
commuting data as per GHG protocol methodology. Employee commuting data is collected in the third quarter with follow up checks in December for each country of operation.
Each transport method is mapped to the corresponding UK DEFRA emissions factor, which is then multiplied by the commuting distance to calculate the emissions of the commute.
3.9 Downstream Transportation
and Distribution
Downstream transportation and distribution emissions are calculated using the distance-based method using quarterly ton-km logistics data collected from all operations. Each entity
reports downstream internal and external logistics data per type of transportation (air, sea, land, train) using GHG Protocol definitions. Conversion factors are derived from the GHG
Protocol using the GHG Emissions from transport or mobile sources tool.
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Emissions category Description of methodology
3.11 Use of Sold Products Use of sold products emissions are associated with the consumption of electricity by Besi’s customers while operating our systems. This category represents the largest amount
of our Scope 3 emissions. We collect the following information from our operations on a quarterly basis to calculate emissions in this category:
• Number of systems sold per product line derived from Besi’s internal financial reporting.
• Country of shipment for each system (assuming country of shipment is the same as country of operation) derived from Besi’s internal financial reporting.
• Energy consumption of each product line type during its operation cycle (10 years on average).
• National grid emission factors per each country of shipment using the www.aib-net.org/facts/european-residual-mix/2024 for European operations and
www.ourworldindata.org for countries outside of Europe.
Energy consumption for each product line is received from our product groups’ engineering departments. For the Die Attach product group, which represents approximately 80 % of our
total revenue, we conducted a Life Cycle Assessment (“LCA”) including the calculation of energy consumption with the support of the University of Applied Sciences and Arts (Lucerne,
Switzerland).
3.12 End-of-Life Treatment
of Sold Products
We apply the waste-type-specific method to calculate category 3.12 emissions. We utilized quarterly product shipment data used for the accounting of category 3.11 Use of sold
products to make our emissions calculations. In addition, our product groups provided the net and gross weight of each system including packaging. Based on the LCA made by the Die
Attach product group, we calculated the percentage of recyclable and landfilled content for our die attach systems. The same ratio was applied to the other product groups based on
the assumption that the recycled content for the other types of systems would be similar. The percentage of recyclable and landfilled content of packaging is based on Eurostat data.
We applied DEFRA emission factors for Waste Disposal to calculate GHG emissions associated with the recycling and disposal of our systems.
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Annex 1
Disclosure requirements in ESRS covered by Besi’s Sustainability Statement
Materiality for each of the below disclosure requirements and related datapoints were based on the Double Materiality Assessment conducted by Besi which included the use of impact and
financial materiality thresholds.
# DR Description Reference Pages Other EU legislation* Comments
ESRS 2: General disclosures
BP-1 General basis for preparation of the
sustainability statements.
Sustainability Statement: General basis of preparation. 56-57
BP-2 Disclosures in relation to specific
circumstances.
Sustainability Statement: General basis of preparation – Time horizons,
Sources of estimation and outcome uncertainty, Use of Phase-in
provisions.
56-58
GOV-1 The role of the administrative, management
and supervisory bodies.
Sustainability Statement: Governance of sustainability - The role of
the administrative, management and supervisory bodies.
74-76 SFDR, BRR
GOV-2 Information provided to and sustainability
matters addressed by the undertaking’s
administrative, management and
supervisory bodies.
Sustainability Statement: Governance of sustainability - The role of
the administrative, management and supervisory bodies.
74-76,
80-81,
104-105,
117, 123
GOV-3 Integration of sustainability-related
performance in incentive schemes.
Sustainability Statement: Governance of sustainability - Integration of
sustainability-related performance in incentive schemes.
77
GOV-4 Statement on due diligence. Sustainability Statement: Governance of sustainability - Statement on due
diligence.
77-78 SFDR
GOV-5 Risk management and internal controls over
sustainability reporting.
Sustainability Statement: Governance of sustainability - Internal controls
over sustainability reporting; Double Materiality Assessment –
Risk Management.
79
SBM-1 Strategy, business model and value chain. Sustainability Statement: Strategy, business model and value chain -
Description of Business Model and value chain, Besi’s value chain,
Besi’s value proposition, Sustainability strategy.
58-61 SFDR, P3, BRR ESRS 2 SBM-1 paragraph 40(b)
(breakdown of total revenue by
significant ESRS sector) and 40(c).
SBM-2 Interests and views of stakeholders. Sustainability Statement: Strategy, business model and value chain -
Stakeholder engagement.
65-67
SBM-3 Material impacts, risks and opportunities
and their interaction with strategy and
business model.
Sustainability Statement: Double Materiality Assessment - Material
impacts, risks and opportunities and their interaction with strategy and
business model.
70-73 Phased-in option used for DR48e
and AR22 (anticipated financial
effects), in line with ESRS 1
Appendix C.
* Sustainable Finance Disclosure Regulation ("SFDR"), EBA Pillar 3 Disclosure Requirements ("P3"), Climate Benchmark Standards Regulation ("BRR"), EU Climate Law ("EUCL") as referred to in Appendix B of ESRS.
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# DR Description Reference Pages Other EU legislation* Comments
IRO-1 Description of the processes to identify and
assess material impacts, risks and
opportunities.
Sustainability Statement: Double Materiality Assessment -
Description of the process to identify and assess material impacts,
risks and opportunities.
68-70
IRO-2 Disclosure requirements in ESRS covered by
the undertaking’s Sustainability Statement.
Sustainability Statement: Reference table. 131-135
MDR-P Policies adopted to manage material
sustainability matters.
Sustainability Statement: Double Materiality Assessment –
Risk Management; Environment – Climate Transition Plan, Climate
change-related policies; Social – Own Workforce - Policies related to own
workforce; Social – Workers in the value chain - Policies related to value
chain workers; Governance - Policies related to business conduct.
74, 81-86,
90-91,
104-105,
117-118,
123-125
MDR-A Actions and resources in relation to
material sustainability matters.
Sustainability Statement: Double Materiality Assessment – Material
impacts, risks and opportunities and their interaction with strategy and
business model, Risk management; Environment – Climate Transition Plan,
Climate change actions and resources; Social – Own Workforce -
Own workforce actions and resources; Social – Workers in the value chain
- Workers in the value chain actions and resources; Governance -
Prevention and detection of corruption and bribery.
72-73, 74,
81-86,
91-92,
107-108,
119-121,
125-126
MDR-M Metrics in relation to material sustainability
matters.
Sustainability Statement: General basis of preparation – Reporting scope
for sustainability metrics; Environment – Metrics; Social – Own Workforce
- Metrics; Social – Workers in the value chain - Metrics and Targets;
Governance - Metrics and Targets.
57, 96-97,
113-117,
121-123,
126
MDR-T Tracking effectiveness of policies and
actions through targets.
Sustainability Statement: General basis of preparation – Reporting scope
for sustainability metrics; Environment – Targets; Social – Targets; Social
– Workers in the value chain - Metrics and Targets; Governance -
Metrics and Targets.
57, 92-93,
110-111,
121-123,
126
ESRS E1: Climate change
ESRS 2
GOV-3
Integration of sustainability-related
performance in incentive schemes.
Sustainability Statement: Governance of sustainability - Integration of
sustainability-related performance in incentive schemes; Environment -
Climate Change - Governance.
77, 80
E1-1 Transition plan for climate change
mitigation.
Sustainability Statement: Environment – Climate Change -
Climate Transition Plan.
81-86 EUCL, P3, BRR
ESRS 2
SBM-3
Material impacts, risks and opportunities
and their interaction with strategy and
business mode.
Sustainability Statement: Environment – Climate Change -
Climate Transition Plan - Transition plan alignment with overall business
strategy and financial planning, Climate-related risks and opportunities.
86, 86-90
ESRS 2
IRO-1
Description of the processes to identify and
assess material climate-related impacts,
risks and opportunities.
Sustainability Statement: Double Materiality Assessment -
Description of the process to identify and assess material impacts,
risks and opportunities; Environment – Climate Change – Governance.
68-70, 80
* Sustainable Finance Disclosure Regulation ("SFDR"), EBA Pillar 3 Disclosure Requirements ("P3"), Climate Benchmark Standards Regulation ("BRR"), EU Climate Law ("EUCL") as referred to in Appendix B of ESRS.
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# DR Description Reference Pages Other EU legislation* Comments
IRO: E1-2 Policies related to climate change
mitigation and adaptation.
Sustainability Statement: Environment – Climate Change -
Climate Transition Plan, Climate change-related policies.
64, 81-86
IRO: E1-3 Actions and resources in relation to climate
change policies.
Sustainability Statement: Environment – Climate Change -
Climate change actions and resources.
91-92
M: E1-4 Targets related to climate change
mitigation and adaptation.
Sustainability Statement: Environment – Climate Change – Targets. 92-93 SFDR, P3, BRR
M: E1-5 Energy consumption and mix. Sustainability Statement: Environment – Climate Change – Metrics -
Energy consumption and mix.
96 SFDR
M: E1-5 Energy intensity based on net revenue. Sustainability Statement: Environment – Climate Change – Metrics -
Energy consumption and mix.
96 SFDR
M: E1-6 Gross scopes 1, 2, 3 and total GHG
emissions.
Sustainability Statement: Environment – Climate Change – Metrics -
Gross Scopes 1, 2, 3 and total GHG emissions.
97, 94-95 SFDR, P3, BRR
M: E1-6 GHG Intensity based on net revenue. Sustainability Statement: Environment – Climate Change – Metrics -
Gross Scopes 1, 2, 3 and total GHG emissions.
97 SFDR, P3, BRR
M: E1-9 Anticipated financial effects from material
physical and transition risks and potential
climate-related opportunities.
P3, BRR Phased-in option used in line with
ESRS 1 Appendix C: List
of phased-in Disclosure
Requirements.
ESRS S1: Own workforce
ESRS 2
SBM-2
Interests and views of stakeholders. Sustainability Statement: Strategy, business model and value chain -
Stakeholder engagement.
65-67
ESRS 2
SBM-3
Material impacts, risks and opportunities
and their interaction with strategy and
business model.
Sustainability Statement: Double Materiality Assessment -
Material impacts, risks and opportunities and their interaction with
strategy and business model.
72-73 SFDR
IRO: S1-1 Policies related to own workforce. Sustainability Statement: Social – Own Workforce - Policies related to own
workforce.
104-105,
62-64
SFDR, BRR
IRO: S1-2 Processes for engaging with own workers
and workers’ representatives about
impacts.
Sustainability Statement: Social – Own Workforce - Employee engagement. 106
IRO: S1-3 Processes to remediate negative impacts
and channels for own workers to raise
concerns.
Sustainability Statement: Social – Own Workforce - Employee engagement;
Governance – Business conduct - Policies related to business conduct.
106,
123-125
SFDR
* Sustainable Finance Disclosure Regulation ("SFDR"), EBA Pillar 3 Disclosure Requirements ("P3"), Climate Benchmark Standards Regulation ("BRR"), EU Climate Law ("EUCL") as referred to in Appendix B of ESRS.
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# DR Description Reference Pages Other EU legislation* Comments
IRO: S1-4 Taking action on material impacts on own
workforce, and approaches to managing
material risks and pursuing material
opportunities related to own workforce, and
effectiveness of those actions.
Sustainability Statement: Social – Own Workforce -
Employee engagement, Own workforce actions and resources.
106,
107-108
M: S1-5 Targets related to managing material
negative impacts, advancing positive
impacts, and managing material risks and
opportunities.
Sustainability Statement: Social – Own Workforce – Targets. 110-111
M: S1-6 Characteristics of the undertaking’s
employees.
Sustainability Statement: Social – Own Workforce – Metrics. 113-114
M: S1-7 Characteristics of non-employee workers in
the undertaking’s own workforce.
Sustainability Statement: Social – Own Workforce – Metrics. 114
M: S1-9 Diversity metrics. Sustainability Statement: Social – Own Workforce – Metrics. 114
M: S1-10 Adequate wages. Sustainability Statement: Social – Own Workforce – Metrics. 114
M: S1-11 Social protection. 115 Phased-in option used in line with
ESRS 1 Appendix C: List
of phased-in Disclosure
Requirements.
M: S1-12 Persons with disabilities. Sustainability Statement: Social – Own Workforce – Metrics. 115
M: S1-13 Training and skills development metrics. Sustainability Statement: Social – Own Workforce – Metrics. 115
M: S1-14 Health and safety metrics. Sustainability Statement: Social – Own Workforce – Metrics. 116 SFDR, BRR Metrics related to health and safety:
ESRS S1 (S1-14) (reporting on
non-employees).
M: S1-15 Work-life balance metrics. Phased-in option used in line with
ESRS 1 Appendix C.
M: S1-16 Remuneration metrics (pay gap and total
remuneration).
Sustainability Statement: Social – Own Workforce – Metrics. 116 SFDR, BRR
M: S1-17 Incidents, complaints and severe human
rights impacts.
Sustainability Statement: Social – Own Workforce – Metrics. 116-117 SFDR, BRR
* Sustainable Finance Disclosure Regulation ("SFDR"), EBA Pillar 3 Disclosure Requirements ("P3"), Climate Benchmark Standards Regulation ("BRR"), EU Climate Law ("EUCL") as referred to in Appendix B of ESRS.
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# DR Description Reference Pages Other EU legislation* Comments
ESRS S2: Workers in the value chain
ESRS 2
SBM-2
Interests and views of stakeholders. Sustainability Statement: Strategy, business model and value chain -
Stakeholder engagement.
65-67,
118-119
ESRS 2
SBM-3
Material impacts, risks and opportunities
and their interaction with strategy and
business model.
Sustainability Statement: Double Materiality Assessment -
Material impacts, risks and opportunities and their interaction with
strategy and business model.
72-73 SFDR
S2-1 Policies related to value chain workers. Sustainability Statement: Social – Workers in the value chain -
Policies related to value chain workers.
117-118 SFDR, BRR
S2-2 Processes for engaging with value chain
workers about impacts.
Sustainability Statement: Social – Workers in the value chain -
Value chain worker engagement.
118-119
S2-3 Processes to remediate negative impacts
and channels for value chain workers to
raise concerns.
Sustainability Statement: Social – Workers in the value chain -
Processes to remediate negative impacts and channels for value chain
workers to raise concerns.
118-119
S2-4 Taking action on material impacts on value
chain workers, and approaches to managing
material risks and pursuing material
opportunities related to value chain
workers, and effectiveness of those actions.
Sustainability Statement: Social – Workers in the value chain -
Workers in the value chain actions and resources.
119-120 SFDR
S2-5 Targets related to managing material
negative impacts, advancing positive
impacts and managing material risks and
opportunities.
Sustainability Statement: Social – Workers in the value chain -
Workers in the value chain actions and resources - Metrics and Targets.
121-123
ESRS G1: Business conduct
ESRS 2
GOV-1
The role of the administrative, supervisory
and management bodies.
Sustainability Statement: Governance of sustainability - The role of
the administrative, management and supervisory bodies; Governance –
Business conduct – Governance.
74-76, 123
ESRS 2
IRO-1
Description of the processes to identify and
assess material impacts, risks and
opportunities.
Sustainability Statement: Double Materiality Assessment -
Description of the process to identify and assess material impacts,
risks and opportunities.
68-70
G1-1 Business conduct policies and corporate
culture.
Sustainability Statement: Governance – Business conduct -
Policies related to business conduct.
123-125 SFDR
G1-3 Prevention and detection of corruption and
bribery.
Sustainability Statement: Governance – Business conduct -
Prevention and detection of corruption and bribery.
125-126
G1-4 Incidents of corruption or bribery. Sustainability Statement: Governance – Business conduct -
Metrics and Targets.
126 SFDR, BRR
* Sustainable Finance Disclosure Regulation ("SFDR"), EBA Pillar 3 Disclosure Requirements ("P3"), Climate Benchmark Standards Regulation ("BRR"), EU Climate Law ("EUCL") as referred to in Appendix B of ESRS.
Risk Management
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Risk Management
Integration of risk awareness into our day-to-day business management
Risk identification Risk measurement Risk management Monitoring risk activities Risk reporting
• Business risks identified from dialogue with senior
management.
• Sustainability risks include risks associated with
environmental, social and governance factors.
• Risk categories aligned with long-term sustainable
value creation model.
• Risk categories and underlying risks reviewed
bi-annually with Board of Management.
• Explicit risk ownership assigned.
• Risk appetite discussed with,
and determined by, Board of
Management.
• Risk management
methodologies established
based on risk categories and
underlying risks.
• Mitigation actions (controls)
established for risks identified.
• Establishment of action plans for
risk mitigation efforts.
• Explicit mitigation controls and
responsibilities assigned for action
plan execution.
• Effectiveness of mitigation
actions (controls) and action
plan status monitored across
three lines of defense.
• Internal audit and control team
reviews risk management
effectiveness and drives
improvements.
• Bi-annual reporting to Board of
Management and Supervisory
Board of major risk categories,
underlying risks and effectiveness
of mitigation actions.
• Risk management framework and
cycle improvements reported and
approved by Board of Management.
Besi’s risk management program seeks to identify and mitigate potential fraud and other
risks which may affect our strategy, business continuity and performance. We continuously
monitor and enhance our processes, management practices, employees and systems to
manage risks across the organization. In recent years, the importance of internal control
and risk management systems has grown substantially as a result of Besi’s increased size
and complexity, changing market conditions and the expansion of our global business
operations. Besi’s internal control and risk management systems have been designed to
address and help mitigate the risks and risk factors facing our business.
RISK MANAGEMENT PROCESS
Reporting
Monitoring
Activities
Risk
Identification
Risk
Measurement
Management
of Risk
Risk
Management
Internal control and risk management framework
Besi’s internal control system consists of a formal framework defining (i) key risks and
controls over financial reporting, (ii) an internal control charter outlining audit systems
and procedures as well as (iii) the internal control and audit plan for the year. Operational,
IT, compliance, tax and fraud controls are included in this framework. The internal control
system over financial reporting contains clear accounting rules, has been implemented in
substantially all operations and material subsidiaries, and supports common accounting
and regular financial reporting in standard forms. In 2025, Besi’s internal audit and control
team carried out all planned internal control activities and reported its findings to the
Board of Management and the Audit Committee.
Besi implemented the internal control and risk management framework principally based
on the COSO framework which provides a structured approach to risk management through
five key components: Control Environment, Risk Assessment, Control Activities,
Information and Communication and Monitoring. By embedding COSO principles into our
processes, Besi seeks to (i) ensure effective identification, assessment and risk mitigation,
(ii) support reliable financial reporting, (iii) safeguard assets and (iv) comply with all
relevant regulations. Besi is committed to continuously improving its health, safety,
environmental and quality management systems in accordance with ISO 45001, ISO 14001
and ISO 9001.
In 2025, the most important components of Besi’s internal control and risk management
system to manage and mitigate our risks were:
• An extensive and documented process for preparing Besi’s annual budget, quarterly
estimates and reports of its monthly financial and non-financial information compared
with the budgeted and quarterly estimated information.
• Monthly business reviews with product group and production site managers with respect
to their monthly and quarterly bookings, revenue, working capital and results of
operations, together with discussions of general market, economic, technology,
sustainability and competitive developments.
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• Daily reviews of the foreign currency positions of all significant operating companies.
• Annual documentation and analysis of key risks and the development of controls for
such risks.
• Weekly management reviews of Besi’s business, operations, cash, supply chain, orders
and inventory development.
• Compliance with finance and controlling guidelines governing our financial accounting
and reporting procedures.
• Compliance with internal controls over financial reporting that have been implemented
at all significant operating companies.
• Double materiality assessment conducted in alignment with the Corporate Sustainability
Reporting Directive (“CSRD”).
• Monthly, quarterly and annual reviews of Besi’s sustainability performance, risks and
risk management and its progress versus key performance indicators (“KPIs”).
• Regular management review of key staff development.
• Regular analyses of operational risks at the subsidiary level.
• Regular analyses of Besi’s capital structure, financing requirements, cash and short-
term deposits, tax position and transfer pricing system.
• Internal compliance policy framework that is reviewed and updated annually.
• Compliance training program for new and existing employees.
• Network of external legal advisors in key jurisdictions who proactively inform us of legal
developments in their respective regions.
• Quarterly formal review of all legal disputes.
Operational risks related to the hedging of financial exposures, internal financial reporting
and transfer pricing are governed by internal Besi guidelines. In addition, insurance policies
are in place to cover the typical business risks associated with Besi’s operations and are
reviewed each year. Besi’s policies regarding foreign currency hedging, interest rate, credit,
market and liquidity risks are further described in our Financial Statements.
In addition, our use of global and diverse IT systems could expose Besi’s IT security, data
resources and intellectual property to a variety of security risks resulting from natural
disasters, power outages, cyberattacks, acts of terrorism and malware and/or ransomware
infiltration. In response, we have established an information-security program designed to
prevent, detect and respond to security threats. Such measures and tools include, among
others, vulnerability management tools, access control management, log management,
advanced malware protection, perimeter network defense and endpoint detection and
response tools. We have also implemented incident response procedures and a disaster
recovery plan which are regularly reviewed and updated. On an annual basis, limited and
focused cyber maturity assessments are performed by an external party. In recent years,
we also have implemented annual mandatory cyber awareness training to significantly
raise awareness among our employees of cybercrime risks.
Besi also evaluates non-financial risks which could affect both its strategy and business
operations including emerging risks related to (i) climate change, (ii) social-related
challenges such as human rights, health and safety and the recruitment of qualified
technical personnel, and (iii) business conduct factors such as anti-corruption and bribery
and corporate culture. Non-financial risks are governed by a set of internal and external
guidelines and instructions. Short- and long-term risks are assessed through a Double
Materiality Assessment under the CSRD, KPIs for Scope 1 & 2 and Scope 3 carbon emissions,
customer and employee satisfaction metrics, supplier audits and continuous stakeholder
dialogue. The Double Materiality Assessment measures Besi’s impacts on people and the
environment as well as the most financially material sustainability risks and opportunities
affecting Besi’s development, financial position, financial performance, cash flow
generation, access to financial markets and/or cost of capital over the short-, medium- or
long-term.
Besi has used an independent audit firm since 2018 to help identify and monitor the
potential risks of fraud, bribery and corruption in its Asian supply chain, logistics and
purchasing activities. In recent years, Besi has strengthened its global internal audit
function, systems and procedures to address increased business activity and risk exposure
at its operations in China, Malaysia, Singapore and Vietnam. In this regard, we conducted
a fraud risk maturity assessment focusing on our supply chain with the independent audit
firm in 2025.
Effectiveness of our internal control and risk management systems
Besi’s internal control and risk management framework is designed to effectively manage
our risks in line with our risk appetite. The overview below summarizes the Board of
Management’s assessment of the effectiveness of our internal control and risk
management systems in addressing operational, financial and sustainability reporting and
legal and compliance risks conducted during the financial year ended December 31, 2025.
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Risk and control systems for Assessment of effectiveness in 2025
Operational
risks
The Board of Management’s review of Besi’s internal control and risk management systems with respect to our operational risks covers, among other things,
inventory management, supplier reliability, product quality, IT systems, workforce stability, labor relations, international operations and responsible sourcing.
Key risk management activities include monthly business reviews with product group and production site managers covering such topics as bookings, revenue,
working capital, operating results and broader market and sustainability developments. Some risk management activities are conducted on a weekly basis including
a management review of operations, cash flow, supply chain, bookings and inventory. Consistent with Besi’s operational risk appetite, the Board of Management
has assessed whether operational risks that could affect operating initiatives, efficiency targets or quality standards are effectively identified, monitored and
managed.
Financial and
sustainability
reporting risks
The Board of Management has reviewed the effectiveness of Besi’s control and internal risk management systems with respect to our financial and sustainability
reporting risks. Key components include compliance with finance and controlling guidelines (including compliance with applicable reporting standards: IFRS as
adopted by the EU and ESRS) governing our financial accounting and reporting procedures, adherence to internal controls over financial reporting across all
significant operating companies, a Double Materiality Assessment in alignment with the CSRD and regular monthly, quarterly and annual reviews of financial
reporting, sustainability performance, risks and progress against KPIs.
Legal and
compliance risks
The Board of Management has reviewed Besi’s internal control and risk management systems for legal and compliance risks in light of Besi’s commitment to its
Code of Conduct, applicable laws and best practice standards. Key compliance areas include trade compliance (including export and import controls, sanctions and
tariffs), health and safety regulations, laws related to Besi’s listings on financial exchanges and emerging regulatory requirements such as the EU Cyber Resilience
Act and NIS2 Directive. The Company’s compliance framework includes annually updated compliance policies, mandatory employee training, a network of external
legal advisors providing timely legal updates and quarterly reviews of legal disputes.
• Progress of ongoing strategic initiatives and cost reduction efforts.
• Status of key customer relationships.
• Analysis of orders lost to competitors and the development of Besi’s competitors’
businesses.
• Material developments in Besi’s research and development activities.
• Impacts of actual or potential inflationary pressures, interest rate and risk premium
adjustments and global macroeconomic conditions.
• Foreign currency exchange rate developments.
• Status of Besi’s current corporate governance procedures.
• Status of systems, procedures and activities to monitor and evaluate risks from fraud,
bribery or corruption in Besi’s operations.
• Cyber security threats and risk remediation related thereto.
• Climate change exposures.
• Sustainability-related KPIs and progress versus targets and milestones.
In addition to internal controls over financial reporting, the operation of Besi’s internal
control system is also assessed by the external auditor if deemed relevant in the context
of the audit of the annual Financial Statements. The results of this audit are discussed
with the Board of Management and the Audit Committee of the Supervisory Board.
There were no indications that Besi’s internal control and risk management systems did
not function properly in 2025. Please refer to the section Internal Control and Risk
Management in the Corporate Governance section for our Board of Management’s
discussion of the effectiveness of our internal control and risk management systems in
accordance with provision 1.4.3 of the Dutch Corporate Governance Code.
Risk governance
The Board of Management is responsible for the management of internal and external
risks associated with our business activities and compliance with applicable legislation
and regulations. The Management Team is responsible for monitoring and reporting
identified risks as well as leading the response across the organization related to any new
risks which may arise.
All material findings that result from the use of Besi’s internal control and risk management
systems for financial and non-financial risks are discussed with the Audit Committee of
the Supervisory Board on a quarterly or semi-annual basis, including:
• Development of Besi’s revenue, orders, results of operations and balance sheet versus
budget as well as developments in the global economy and semiconductor assembly
equipment market and their impact on Besi’s financial results.
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Risk universe
Besi’s risk universe can be classified as follows:
Besi does not rank the individual risks identified by management in its risk universe. We believe that all risks described
herein have significant relevance and that a ranking process would negate the purpose of a comprehensive risk assessment.
Strategic
General
• General market conditions
• Trade, political and economic frictions
• Significant operations in Europe
• Supply chain or other manufacturing
disruptions
• Impacts from global pandemics
• Acts of war or terrorism
• Acquisitions
Semiconductor industry-related
• Cyclical and seasonal nature of demand
for semiconductors
• Timely new product introductions
• Timing of sales cycle
• Competition
• Price pressure
• Industry consolidation
Financial
• Fluctuation in quarterly and annual financial results
• Seasonal and cyclical order volatility
• Timely adjustment of costs and overhead levels to fluctuating market conditions
• Customer concentration
• Investment in research and development
• Currency exchange rate volatility
• Changes in taxation
• Variability of dividend per annum
Operational
• Inventory shortages or surpluses
• Dependence on suppliers for timely delivery of critical components
• Undetected problems in products
• Use of global and diverse IT systems
• Recruitment and retention of qualified personnel
• Labor disruptions
• Other operational disruptions
• Dependence on international operations
• Production in greater risk countries
• Usage of conflict minerals in supply chain
Legal and compliance
• Protection of intellectual property
• Anti-takeover effects from the potential issuance of preference shares
Legal and
compliance
Sustainability
Financial
Strategic Operational
Sustainability
• Climate-related transition and physical risks
• Health and safety, human rights and unethical
behaviour at our operations
• Supply chain workers
• Bribery and corruption
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Risk category Risk appetite
Strategic risks and risks
related to the semiconductor
industry
Besi seeks to realize its strategic ambitions and priorities and is willing to accept reasonable business risks to achieve such objectives.
Operational risks
Besi has a variety of operating initiatives and challenges in its strategic planning that require an appropriate level of management attention. We seek to mitigate
risks that could negatively affect our realization of operating initiatives and efficiency targets while ensuring that our quality standards are achieved in the
process.
Financial risks
Besi’s financial strategy is focused on generating increased revenue, profit and cash flow from its business model, maintaining a strong financial position and
creating long-term value for shareholders. We seek to mitigate risks which could negatively influence our results of operations, financial condition and access to
capital markets while maintaining optimal operating and financing flexibility and an attractive capital allocation policy for the benefit of stakeholders.
Sustainability risks
We strive to create long-term value for our stakeholders and operate our business in a sustainable way, respecting the environment, our own employees and
wider society. We seek to mitigate sustainability risks that could negatively impact Besi’s revenue, cost and availability of resources, and the cost associated with
sustainability initiatives.
Legal and
compliance risks
Besi strives to be fully compliant with its Code of Conduct and all applicable national and international laws and regulations in the markets and jurisdictions in
which it operates. In addition, we use our best efforts to comply with best practice standards in the jurisdictions in which Besi operates.
Risk appetite
Besi’s risk appetite is primarily based on defined and agreed upon strategies and the
individual objectives and initiatives within such strategies. Management believes that
Besi’s risk appetite is aligned with its strategy and priorities. The Board of Management
monitors the operation of its internal control and risk management systems and carries
out a systematic assessment of its design and effectiveness at which time it also assesses
its risks, including residual risks, net of risk mitigation measures. The Board of Management
discusses the effectiveness of the design and operation of Besi’s internal control and risk
management systems with the Audit Committee and provides input to the Supervisory
Board as to the status of specific risk management initiatives.
Our risk appetite differs per risk type:
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Risk factors
We confront many risks in conducting our business that may limit our ability to realize
Besi’s business objectives. We assess our risk exposure by referencing the five risk
categories comprising Besi’s risk universe. Any of the specific risks which form a part of
such categories have the potential to materially adversely affect our business, financial
condition, results of operations and reputation. In addition, there may exist some risks
currently which are not yet known to us or risks deemed immaterial at present which could
become material in the future. Many of the risks described below may be exacerbated by
impacts from geo-political tensions such as the prolonged Ukraine/Russia conflict, Middle
East tensions, trade friction between the US and China, increased weather events caused
by climate change and any worsening of global business and economic conditions.
Strategic risks
Besi’s business and results of operations may be negatively affected by general economic
and financial market conditions and volatile spending patterns by its customers.
Although the semiconductor industry’s business cycle can be independent of the general
economy, global economic conditions often have a direct impact on demand for
semiconductor devices and ultimately demand for semiconductor manufacturing
equipment. Accordingly, Besi’s business and financial performance are affected, both
positively and negatively, by fluctuations in the macroeconomic environment, including
from government, economic or fiscal instability, economic recession, actual or potential
inflation, rising interest rates, slower growth in certain geographic regions, global trade
issues, global health crises and pandemics, restricted global credit conditions, reduced
demand, excess inventory, higher energy prices, or other conditions. As a result, the
Company’s visibility as to future demand for its products is generally limited and its ability
to forecast future demand is difficult.
Besi believes that historic volatility in capital spending by customers is likely to persist in
the future. In addition, future economic downturns and/or geopolitical events could
adversely affect Besi’s customers and suppliers which would in turn have an impact on
Besi‘s business and financial condition.
Trade, political and economic frictions could adversely affect Besi’s revenue and results of
operations.
The semiconductor industry is a global marketplace, relying on complex supply chains. Any
changes in trade policies including tariffs, import and export controls and the adoption of
other trade barriers by the world’s largest economies could affect Besi's sales or its
customers’ sales and thereby adversely affect its operating results.
Due to the complex relationships among the European Union, China, Japan, Korea, Taiwan
and the United States, there is inherent risk that political and diplomatic influences might
lead to trade disruptions. In particular, heightened trade tensions, retaliatory tariffs and
intellectual property transfer restrictions between the United States and China in recent
years have increased and could potentially limit or restrict the sale of Besi’s semiconductor
assembly equipment. In addition, increased global tensions have also occurred due to
China’s challenges to Taiwan’s independent governance status as well as Taiwan’s
increasing importance to the global supply chain of advanced semiconductor devices.
A significant trade disruption in any area where Besi does business could have a material
adverse impact on our future revenue and profitability.
Tariffs, additional taxes or trade barriers may increase our manufacturing costs, decrease
margins, reduce the competitiveness of our products or inhibit Besi’s ability to sell
products or purchase necessary equipment and supplies, all of which could have a material
adverse effect on our business, results of operations and financial condition. Further
changes in trade policy, tariffs, additional taxes, restrictions on exports or other trade
barriers, or restrictions on supplies, equipment, and raw materials, may limit our ability to
produce products, increase our selling and/or manufacturing costs, reduce the
competitiveness of our products, or inhibit our ability to sell products or purchase
necessary equipment and supplies, all of which could have a material adverse effect on our
business, results of operations or financial condition.
In addition, there are risks that governments may, among other things, insist on the use of
local suppliers, compel companies to partner with local companies to design and supply
equipment on a local basis, require the transfer of intellectual property rights and/or local
manufacturing or provide special incentives to government backed local customers to buy
from local competitors even if their products are inferior to ours, all of which could
adversely impact our revenue, margins and financial condition. Many of these challenges
are particularly applicable in China. Further, the political and economic climate in China at
both the national and regional levels can be fluid and unpredictable. China has implemented
state-sponsored initiatives to build domestic semiconductor capacity and supply chains.
Countries in North America and the European Union have adopted legislation to provide
government funding for semiconductor manufacturing expansions in their respective
regions, but there is uncertainty as to the amounts and timing of funding and as to any
restrictions on recipients. As such, Besi may be at a disadvantage in competing with
entities participating in such government efforts based on their lower cost of capital,
access to government subsidies and decision making, preferential sourcing practices and
stronger local relationships or otherwise. Any such disadvantages or challenges could
have a material adverse effect on our business, results of operations and financial
condition.
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In 2025, geopolitical tensions and trade policy developments intensified which have
further complicated the global trade environment in which Besi operates. For example, the
U.S. administration announced a “baseline” reciprocal tariff of 10% on all U.S. trading
partners effective April 5, 2025, alongside higher individualized reciprocal tariffs targeting
57 countries. In response, several countries threatened retaliatory tariffs and took
reciprocal measures. The ultimate rate, scope and effect of the recent reciprocal tariffs on
imports as well as the extent to which other countries will impose quotas, duties, tariffs,
taxes or other similar restrictions on imports or exports in the future, remain uncertain.
These developments create uncertainty and potential risks for Besi and the broader
semiconductor equipment industry, potentially resulting in supply chain cost increases
and other adverse industry-wide economic effects. Trade restrictions and tariff conflicts
may also trigger broader macroeconomic downturns, which in turn could reduce
semiconductor demand and ultimately the demand for Besi’s semiconductor manufacturing
equipment.
Besi’s business includes significant operations in Europe. Disruptions to European
economies could have a material adverse effect on Besi’s operations, financial performance
and access to credit.
Given the scale of its European operations and scope of its relationships with customers
and counterparties, Besi’s results of operations and financial condition could be materially
adversely affected by persistent disruptions in European financial and commodity markets,
the attempt of a country to abandon the euro, the impact of a prolonged Ukraine/Russia
conflict or Middle East tensions, the failure of a significant European financial institution,
even if not an immediate counterparty to Besi, persistent weakness in the value of the
euro (our reporting currency) and the potential adverse impact on global economic growth
and capital markets if eurozone issues spread to other parts of the world as a result of the
default of a eurozone sovereign or corporate issuer.
Besi outsources a significant portion of its manufacturing to subcontractors and relies on
their reliability and timely delivery of components, subsystems and modules in its
production operations. Supply chain disruptions or other manufacturing interruptions or
delays could affect Besi’s ability to meet customer demand on a timely basis or lead to
higher costs.
Besi’s production model involves the outsourcing of a significant portion of the
components, subsystems and modules used in its systems to third party suppliers. Besi
depends on the timely supply of equipment, services and related products to meet the
changing technical and volume requirements of its customers, which in turn depends in
part on the timely delivery of parts, materials and services, including components and
subassemblies, from suppliers and contract manufacturers. Significant and sudden
increases in demand for Besi’s products as well as worldwide demand for electronic
products, have resulted in, and may continue to result in, a shortage of parts, materials
and services needed to manufacture Besi’s products. Such shortages, as well as delays in
and the unpredictability of shipments due to transportation interruptions, have adversely
impacted, and may continue to adversely impact, our suppliers’ ability to meet our demand
requirements. Some key parts, components and subassemblies are subject to long lead
times or are available only from a single supplier or limited group of suppliers, and some
sourcing or subassembly is provided by suppliers located in countries other than the
countries where Besi conducts its manufacturing. Volatility of demand for manufacturing
equipment can increase capital, technical, operational and other risks for Besi and for
companies throughout its supply chain and may cause some suppliers to exit businesses,
or scale back or cease operations, which could also impact our ability to meet customer
demand.
Besi may also experience significant interruptions to its manufacturing operations, delays
in its ability to deliver or install products or services, increased costs or customer order
cancellations as a result of:
• Volatility in the availability and cost of parts, materials or services, including rising
prices due to inflation.
• Difficulties or delays in obtaining required import or export approvals.
• Shipment delays due to transportation interruptions or capacity constraints.
• Worldwide shortage of semiconductor components as a result of sharp increases in
demand for semiconductor products in general.
• IT or infrastructure failures including those of a third-party supplier or service provider.
Difficulties in meeting, or failure to meet, customer demand for the reasons above could
have a material adverse effect on Besi's business, results of operations and financial
condition.
Besi faces risks related to global pandemics that could significantly disrupt or materially
adversely affect its business and financial performance.
Global pandemics (including but not limited to COVID-19) have had and may have in the
future a significant adverse impact on global supply chains and commercial activity.
Pandemics also have had and may have in the future a sustained adverse impact on
economic and market conditions and limited global economic growth for a prolonged
period of time, all of which has adversely affected and may affect in the future spending
on semiconductor manufacturing equipment, semiconductor supply chains and cycle
times, demand for Besi’s product offerings and Besi’s business and operating results.
Besi's revenue may be negatively affected in future periods by its ability to source
components and make timely customer deliveries and complete orders. Furthermore,
some of Besi's customers could also experience significant adverse effects from supply
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chain shortages as a result of a pandemic which could adversely affect the timing of orders
placed with Besi and/or accepted by them. In addition, any future pandemic could adversely
impact semiconductor and global supply chains and result in labor shortages, inflationary
pressures and increased transportation/logistics costs. As a result, the financial
projections Besi uses as the basis for estimates and assumptions in its Financial
Statements could be adversely affected by any further volatility in these uncertainties.
Acts of war or terrorism could adversely affect Besi’s business and results of operations.
Threats or acts of war or terrorism may adversely affect our business. Terrorist attacks in
Europe and other regions globally as well as continuing geo-political tensions in the Middle
East, Ukraine and elsewhere have created significant instability and uncertainty in the
world. In addition, terrorist attacks, including cyberterrorism, that directly impact Besi's
employees and facilities or those of Besi's suppliers or customers could have an adverse
impact on its sales, supply chain, production capabilities and costs. Any such event could
have a material adverse effect on our business and our results of operations.
Besi may acquire or make investments in companies or technologies that could disrupt its
ongoing business, distract its management and employees, increase its expenses and
adversely affect its results of operations.
As part of its growth strategy, Besi may acquire or make investments in companies and
technologies from time to time. Any such acquisitions could lead to failure in achieving
Besi's financial or strategic objectives or its ability to perform as Besi plans or disrupt its
ongoing business and adversely impact its results of operations. Any acquisition could
pose further risks related to the integration of the new business or technology with Besi's
existing business and organization and Besi may not realize expected benefits from such
acquisition or investment. Besi could face difficulties in integrating personnel and
operations from the acquired businesses or technology and in retaining and motivating key
personnel from such businesses. In addition, these acquisitions may disrupt Besi’s ongoing
operations, divert management resources and attention from day-to-day activities,
increase its expenses and adversely affect its results of operations. In addition, these
transactions often result in charges to earnings for items such as business unit
restructuring including charges for personnel and facility terminations and the amortization
of intangible assets or in-process research and development expenses.
Other risks associated with acquisitions include the assumption of potential liabilities,
disclosed or undisclosed, associated with the business acquired, which liabilities may
exceed the amount of indemnification available from the seller, potential inaccuracies in
the Financial Statements of the business acquired, and Besi's inability to retain customers
and revenue of an acquired entity and industrialize an acquired process or technology. Any
future acquisitions or investments in companies or technologies could involve other risks
including the assumption of additional liabilities, dilutive issuances of equity securities,
the utilization of cash and the incurrence of debt.
Semiconductor industry-related risks
Besi’s revenue and results of operations depend in significant part on demand for
semiconductors which is highly cyclical and has increasingly become more seasonal in
nature.
Capital expenditures for semiconductor manufacturing equipment depend on the current
and anticipated market demand for semiconductors and products using semiconductors.
The semiconductor industry is highly cyclical and volatile and is characterized by periods
of rapid growth followed by industry-wide retrenchment. These periodic downturns have
included, among other things, diminished product demand, production overcapacity,
oversupply and reduced prices, all of which have been regularly associated with substantial
reductions in capital expenditures for semiconductor facilities and equipment and a
reduction of Besi’s revenue.
Over the past decade, Besi has experienced significant upward and downward movements
in quarterly order rates due to global macroeconomic concerns, the timing of industry
capacity additions and seasonality associated with end-user application revenue which
materially affected and, in certain instances, materially adversely affected its revenue,
results of operations and orders. Customer order patterns have become more seasonal
due to the growing influence of more retail-oriented electronics applications in the overall
demand for semiconductor devices such as smartphones, tablets, wearables, infotainment,
gaming and automotive electronics and the timing of new product introductions. Historical
annual order patterns have been characterized by a strong ramp in the first half of the year
to build capacity to meet anticipated year end demand followed by a subsequent decline
in the second half of the year as capacity additions are digested by customers.
Besi is, and will continue to be, dependent on the demand by electronics and semiconductor
manufacturers for its systems and services. Due to the lead times associated with the
production of semiconductor equipment, a rise or fall in the level of sales of semiconductor
equipment typically lags any downturn or recovery in the semiconductor market by
approximately three to six months. If Besi is not able to take appropriate actions, such as
reducing its overhead levels sufficiently and on a timely basis to offset order weakness,
this cyclicality could adversely affect Besi’s revenue, results of operations and orders.
Industry downturns can be severe and protracted and may adversely affect Besi’s revenue,
results of operations and orders.
Besi must introduce new products in a timely fashion and its success is dependent upon
the market acceptance of such products.
The semiconductor equipment industry is subject to rapid technological change and new
product introductions and enhancements. The success of Besi’s business strategy and
results of operations are largely based upon accurate anticipation of customer and market
requirements. Besi’s ability to implement its overall strategy and remain competitive
depends in part upon its ability to develop new and enhanced products and introduce them
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at competitive price levels in order to gain market acceptance. Besi must also accurately
forecast commercial and technical trends in the semiconductor industry so that its
products provide the functions required by its customers and are configured appropriately
for use in their facilities. Besi may not be able to respond effectively to technological
changes or to specific product announcements by competitors. As a result, the introduction
of new products embodying new technologies or the emergence of new or enhanced
industry standards could render Besi’s existing products uncompetitive from a pricing
standpoint, obsolete or unmarketable. Moreover, the ability to successfully introduce new
products could be impacted by factors beyond Besi's control including the availability of
critical third-party components and the performance of subcontractors in alignment with
Besi's expectations.
In addition, Besi is required to invest significant financial resources in the development of
new products or upgrades to existing products and sales and marketing efforts before
such products are made commercially available and before Besi is able to determine
whether they will be accepted by the market. Revenue from such products will not be
recognized until long after Besi has incurred the development costs associated with
designing, creating and selling such products. In addition, a customer may cancel or modify
a product order before or during Besi’s manufacturing process and before Besi receives
revenue from the customer. While Besi typically imposes a fee when its customers cancel
an order, that fee may not be sufficient to offset costs incurred to design and manufacture
such product. In addition, the customer may refuse to pay the cancellation fee. It is difficult
to predict with any certainty the frequency with which customers will cancel or modify
their orders or the effect that any cancellation or modification would have on Besi’s results
of operations.
Because of the lengthy and unpredictable sales cycle for its products, Besi may not
succeed in closing transactions on a timely basis, if at all, which could adversely affect its
revenue and operating results.
The sales cycles for Besi’s systems are often lengthy and unpredictable due to the
technological sophistication of its products and premium prices related thereto. Factors
affecting the sales cycle include:
• General economic conditions.
• Customers’ capital spending plans, capacity utilization rates, technology roadmaps and
budgetary constraints.
• Timing related to the adoption, testing, qualification and introduction of new devices
and process technologies and related equipment.
• The timing of customers’ budget cycles.
• Customers’ internal approval processes.
Lengthy sales cycles may cause Besi’s revenue and results of operations to vary from
period to period and it may be difficult to predict the timing and amount of any variations.
Besi may not succeed in closing such large transactions on a timely basis or at all, which
could cause significant variability in its revenue and results of operations for any particular
period.
Besi may fail to compete effectively in the markets in which it operates.
Besi faces substantial competition on a worldwide basis from established companies
based in Japan, Korea, Singapore, China, various other Asia Pacific countries and North
America, which may have greater financial, engineering, manufacturing and marketing
resources than Besi, including the possibility of receiving direct or indirect government
subsidies, economic stimulus funds or other incentives that may be unavailable to us. The
governments of the United States, China, the European Union, various other European
countries, South Korea, Taiwan and Japan provide various incentive programs to promote
the development of their domestic semiconductor industries.
Additionally, any financial incentives that Besi receives may be subject to conditions
imposed by the grantors such as restrictions on the expansion of facilities in foreign
countries of concern and on joint research and technology licensing efforts with foreign
entities of concern related to any technology or product that raises national security
concerns. The grantors could seek to recover any funds provided to Besi, or cancel, reduce,
or deny our requested subsidies or grants in the future. This could materially increase
Besi's costs or otherwise adversely affect our operations.
Besi also believes that once a semiconductor manufacturer has decided to buy
semiconductor assembly equipment from a particular vendor, the manufacturer often
continues to use that vendor‘s equipment in the future. Accordingly, it is often difficult to
achieve significant sales to a particular customer once another vendor‘s products have
been installed. Furthermore, some companies have historically developed, manufactured
and installed assembly equipment internally, and it may be difficult for Besi to sell its
products to these companies or, in attempting to make sales to such companies, risk
exposing our proprietary technology to a potential competitor.
Besi’s ability to compete successfully in the markets in which it operates depends on a
number of factors both within and outside its control including:
• Price, product quality and system performance to customer specifications.
• Ease of use and reliability of its products.
• Manufacturing lead times including the lead times of Besi’s subcontractors.
• Cost of ownership.
• Success in developing or otherwise introducing new products.
• Market and economic conditions.
• Local market presence, particularly in Asian markets, and the quality of Besi’s after-
market sales and service support in each region in which it operates.
• Ability to attract and retain qualified personnel, particularly in Asia.
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Moreover, Besi’s competitors may, from time to time, also decide to undertake aggressive
pricing initiatives with respect to one or several product lines. Our competitors also may
improve their current products’ performance and introduce new products with improved
price and performance characteristics. New product introductions by existing competitors
or by new market entrants could negatively impact our sales. These competitive activities
may decrease our customer base, pricing, or both. If Besi is unable to compete effectively
with such competitors on technology, manufacturing capacity, product quality, supply
chain diversification and resilience and customer satisfaction, Besi’s business and results
of operations could be adversely affected.
Besi may experience increased price pressure on its product sales.
One of the results of the rapid innovation in the semiconductor industry is that pricing
pressure, especially on products containing older technology, can be intense. Product life
cycles are relatively short, and as a result, products tend to be replaced by more
technologically advanced substitutes on a regular basis. In turn, historically, demand for
older technology falls, causing the price at which such products can be sold to drop, in
some cases precipitously. If this trend continues, in order to continue profitably supplying
such products, we must reduce our production costs in line with the lower revenue we can
expect to generate per unit.
Besi’s ability to maintain pricing levels for its systems depends, in part, on its ability to
continually develop and introduce new products and next generations of its principal
products on a timely basis. If Besi cannot advance its process technologies or improve its
efficiencies to a degree sufficient to maintain required margins, Besi will no longer be able
to make sufficient profit, or profit at all, from the sale of these products. Moreover, Besi
may not be able to cease production of such products, either due to contractual obligations
or for customer relationship reasons, and as a result may be required to bear a loss on such
products. Besi cannot guarantee that competition in its core product markets will not lead
to price erosion, lower revenue or lower margins in the future. The failure of new product
development and/or cost reduction efforts could limit Besi’s ability to offset future pricing
pressure, and, as such, could materially adversely affect its financial condition and
operating results.
Recent consolidation activity and industry alliances in the semiconductor industry have
further increased customer concentration and the risk of loss.
There has been significant industry consolidation within the semiconductor industry over
the past two decades resulting in fewer potential customers for its products and services.
Continued industry consolidation could result in the potential loss of business from
existing customers that are a party to a merger if the combined entity decides to purchase
all of its equipment from one of Besi’s competitors or if further consolidation leads to
greater vertical integration. Further industry consolidation could also result in additional
negative consequences to Besi including increased pricing pressure, increased customer
demands for enhanced or new products, greater sales and promotional costs and the
potential for increased oversight from regulatory agencies. Any of the foregoing events
would have an adverse impact on Besi’s business, results of operations and financial
condition.
Some of Besi's customers and potential customers are entering into alliances or other
forms of cooperation with one another to expedite the development of processes and
other manufacturing technologies. One of the results of this cooperation may be the
definition of a system or particular tool set for a certain function or a series of process
steps that uses a specific set of manufacturing equipment. These decisions could work to
Besi’s disadvantage if a competitor’s equipment becomes the standard equipment for
such function or process. Even if Besi’s equipment was previously used by a customer, that
equipment may be displaced in current and future applications by the equipment
standardized through such cooperation. These forms of cooperation may have a material
adverse effect on Besi’s business, financial condition and results of operations.
In addition, various industries have experienced consolidation and other ownership
changes or the emergence of dominant firms and supply chains within those industries,
including the mobile smartphone, computing and automotive industries. Any future
changes in market structure to industries in which we sell our equipment could decrease
the number of potential customers for our product offerings and/or risk an increase in
competition for our clients’ equipment purchases. Moreover, our competitors may respond
to such changes in market conditions by lowering prices and attempting to lure away
Besi's customers.
Operational risks
Difficulties in forecasting demand for Besi’s products may lead to periodic inventory
shortages or surpluses.
Besi typically operates its business with limited visibility of future demand. As a result, it
sometimes experiences inventory shortages or surpluses. Besi generally orders supplies
and otherwise plans production based on internal forecasts for demand. During the
COVID-19 pandemic, we held larger quantities of critical components and parts in inventory
to help ensure timely deliveries to customers. Besi has in the past failed, and may fail
again in the future, to accurately forecast demand for its products. This has led to, and
may in the future lead to, delays in product shipments or, alternatively, an increased risk
of inventory obsolescence. If it fails to accurately forecast demand for its products, Besi’s
business, results of operations and financial condition could be materially adversely
affected.
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Besi depends on its suppliers for critical raw materials, components and subassemblies on
a timely basis. If suppliers do not deliver their products on a timely basis, particularly
during a large order ramp, our revenue, customer relationships and market share could be
materially adversely affected.
Besi’s assembly equipment, particularly its advanced packaging systems, is highly complex
and requires raw materials, components, modules and subassemblies having a high degree
of reliability, accuracy and performance. Besi relies on subcontractors to manufacture
most of these components and subassemblies (and, in certain instances, on sole suppliers
for such items) on a timely basis as our order ramps can be steep and cycle times relatively
short.
As a result, Besi is exposed to a number of significant risks including:
• Increased outsourcing of Besi’s manufacturing process including modules and
subassemblies produced by subcontractors.
• Shortages caused by disruptions at our suppliers and subcontractors for a variety of
reasons including work stoppage or fire, earthquake, flooding or other natural disasters.
• Shortages caused by trade barriers and political or economic turmoil, including military
conflicts and inflation, occurring within the country of origin of such raw materials.
• Changes in our manufacturing processes in response to changes in the market, which
may delay our shipments.
• Potential for inadvertent use of defective, contaminated or conflict mineral raw
materials.
• Relatively small operations and limited manufacturing resources of some of our suppliers
which may limit their ability to manufacture and sell subassemblies, modules,
components or parts in the volumes Besi requires and at acceptable quality levels, prices
and delivery timetables.
• Potential inability of suppliers to meet customer demand requirements during volatile
cycles.
• Potential inability of any sole source suppliers to source the raw materials necessary to
provide Besi the components, subassemblies or modules necessary for our operations.
• Reliability or quality issues with certain key components, modules and subassemblies
provided by single source suppliers as to which Besi may not have any short-term
alternative.
• Delays in the delivery of raw materials, modules or subassemblies, which, in turn, may
delay shipments to our customers.
• Loss of suppliers as a result of industry consolidation, bankruptcy or insolvency.
• Potential copying or theft of proprietary designs for unauthorized use or sale to third
parties including competitors.
If Besi were unable to deliver products to its customers on time and at expected costs for
these or any other reasons, or it were unable to meet customer expectations as to cycle
time, or it were unable to maintain acceptable product quality or reliability, then its
business relationships, market share, financial condition and operating results could be
materially adversely affected.
Undetected problems in Besi’s products could directly impair its financial results.
Besi makes highly complex products and, accordingly, there is a risk that defects may
occur in any of our system. Such defects can give rise to significant costs, including
expenses related to recalling products, replacing defective items, writing down defective
inventory and loss of potential sales. In addition, the occurrence of such defects may give
rise to product liability and warranty claims, including liability for damages caused by such
defects. If flaws in the design, production, assembly or testing of its products (by Besi or
its suppliers) were to occur, we could experience a rate of failure in our products that could
result in substantial repair, replacement or service costs and potential damage to Besi’s
reputation. Moreover, since the cost of replacing defective semiconductor devices is often
much higher than the value of the devices themselves, we could face damage claims from
customers in excess of the amounts they pay us for our products, including consequential
damages.
The costs of product defects and errata (deviations from product specifications) due to, for
example, problems in Besi’s design and manufacturing processes could include:
• Incurring warranty expenses.
• Writing off the value of inventory.
• Disposing of products that cannot be fixed.
• Retrofitting products that have been shipped.
• Providing product replacements or modifications.
• Defending against litigation.
Besi also faces exposure to potential liability resulting from the fact that its customers
typically integrate the semiconductors assembled by its systems into numerous consumer
products which are then sold into the marketplace. Besi is exposed to product liability
claims if semiconductors assembled using its systems or the consumer products based on
them malfunction and result in personal injury or death. Besi may be named in product
liability claims even if there is no evidence that our products caused the damage in
question and such claims could result in significant costs and expenses relating to
attorneys’ fees and damages. In addition, our customers may recall their products if they
prove to be defective or make compensatory payments in accordance with industry or
business practice or in order to maintain good customer relationships. If such a recall or
payment is caused by a defect involving one of our systems, our customers may seek to
recover all or a portion of their losses from us. Costs or payments we may make in
connection with warranty and other claims or product recalls may adversely affect our
results of operations and financial condition. There can be no assurance that we will be
successful in maintaining our relationships with customers with whom we have incurred
quality problems. Furthermore, if litigation occurs, we could incur significant costs and
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liabilities to defend ourselves against such claims. There can also be no assurance that our
insurance policies will be available or adequate to protect us against such claims.
Besi's reputation is also susceptible to damage from events such as significant disputes
with customers, alleged product defects, internal control deficiencies, delivery failures, or
actions of current or former customers, directors, employees, competitors, vendors or
partners. If our brand image is tarnished by negative perceptions, our ability to attract and
retain customers, talent and ecosystem partners could be impacted which in turn may
negatively impact our business as a whole.
Continued improvements in manufacturing capabilities, controls of material and
manufacturing quality and costs and product testing are critical factors to Besi’s future
growth. There can be no assurance that our efforts to monitor, develop, modify and
implement appropriate tests and manufacturing processes for Besi’s products will be
sufficient to permit us to avoid a rate of product failure that results in substantial delays
in shipments, repair, replacement or service costs and/or potential damage to our
reputation, any of which could have a material adverse effect on Besi’s business, results
of operations and financial condition.
Besi’s use of global and diverse IT systems could result in ineffective or inefficient business
management and could expose it to security threats to its data resources and intellectual
property.
Besi currently utilizes a variety of IT systems to run its global operations. At present, Besi’s
operations rely on a range of different software systems to manage sales, administrative
and production functions. Some of these systems are proprietary and others are purchased
from third party vendors. In addition, some of these systems are maintained on-site by
Besi personnel while others are maintained off-site by third parties.
We maintain and rely extensively on IT systems and network infrastructure for the effective
operation of our business and protection of technological resources. We also hold large
amounts of data in datacenter facilities around the world upon which our business
depends. We could experience a disruption or failure of our systems, or of the third-party
hosting facilities or other services that we use. Such disruptions, failures or threats could
include a major earthquake, flood, fire, cyber attack, act of terrorism, ransomware or other
catastrophic event as well as power outages or telecommunications infrastructure
outages or a decision by one of our third-party service providers to close facilities that we
use without adequate notice or other unanticipated problems with the third-party services
that we use, including a failure to meet service standards. Further, as AI continues to
evolve, cyber attackers could also use AI to develop malicious codes and sophisticated
phishing attempts. As a highly automated business with a significant amount of our
customers, suppliers and employees working remotely, any such disruptions or failures
could (i) result in the destruction or disruption of our critical business operations, controls
or procedures or IT systems, (ii) result in the loss or divulgence of trade secrets and other
sensitive information such as proprietary information of Besi's customers and other
stakeholders and the personal information of our employees, (iii) severely affect our ability
to conduct normal business operations including delaying completion of sales and
provision of services, (iv) result in a material weakness in our internal control over financial
reporting, (v) harm our reputation and (vi) adversely affect our ability to attract and retain
customers, any of which could materially adversely affect our future operating results.
Besi believes that there has been a global increase in IT security threats and higher levels
of professionalism in computer crime which pose a greater risk to the confidentiality,
availability, distribution and integrity of our internal data and information. Besi relies on
commercially available systems, software, tools and monitoring to provide security for the
processing, transmission and storage of confidential information. A disruption, infiltration
or failure of our IT systems or any of our datacenters could occur as a result of technological
error, computer viruses, or third-party action including intentional misconduct by computer
hackers, physical break-ins, the actions of state actors, industrial espionage, ransomware
efforts, fraudulent inducement of employees or customers to disclose sensitive information
such as usernames or passwords, and employee or customer error or malfeasance.
A security breach of our IT systems could result in unauthorized access to or disclosure,
modification, misuse, loss, or destruction of our or our customers’ data (including
proprietary design information, intellectual property or trade secrets). Because there are
many different security breach techniques and such techniques continue to evolve, we
may be unable to anticipate attempted security breaches and implement adequate
preventative measures. Any security breach or successful denial of service attack could
result in a loss of customer confidence in the security of our products and damage to our
brand, reduce the demand for our offerings, disrupt our normal business operations,
compromise our competitive technological position, require us to spend material resources
to investigate or correct the breach, expose us to legal liabilities including litigation,
regulatory enforcement and indemnity obligations and materially adversely affect our
operating results.
In addition, Besi and its affiliates worldwide employ certain third-party service providers
with whom we need to share highly sensitive and confidential information to enable them
to provide the relevant services to us. While Besi requires such third-party service providers
to strictly fulfill the confidentiality and/or internet security requirements in its service
agreements with them, there is no assurance that each of them will comply with such
obligations. Moreover, such third-party service providers may also be susceptible to
cyberattacks. If Besi or its service providers are not able to timely resolve the respective
technical difficulties caused by such cyberattacks, or ensure the integrity and availability
of its data (and data belonging to its customers and other third parties) or maintain control
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of Besi's or its service providers’ computing systems, Besi's commitments to its customers
and other stakeholders may be materially impaired and its results of operations, financial
condition, prospects and reputation may also be materially adversely affected.
Our business may be harmed if we fail to attract and retain qualified personnel.
Besi’s success depends on the continued contribution of its senior executive officers and
key employees including specialists with advanced qualifications in engineering,
electronics, software and computing. In addition, we need to attract and retain other
qualified management, technical, sales and support personnel for our operations,
particularly to help expand our Asian production and technical capabilities. Experienced
personnel with the relevant and necessary skill sets in our industry are in high demand and
competition for their talents is intense, especially in Asia. The loss of personnel, talent
shortages, illegal talent poaching, immigration controls or changes in market demand for
Besi's products and services could hinder its ability to fulfill personnel needs with high-
quality professionals in a timely fashion.
Besi’s business and future operating results also depend on the continuous monitoring
and adjustment of our Asian production capacity given the cyclical nature of our business
and increased seasonal influences on order rates. We believe that our ability to increase
manufacturing capacity has from time to time been constrained by the limited availability
of skilled technical and production personnel available. Competition for such personnel is
intense and may be amplified by evolving and periodic restrictions on immigration, travel
or availability of visas for skilled technology workers. Additionally, rising labor costs in the
various countries in which Besi operates could adversely affect its business, financial
condition and results of operations.
We may face labor disruptions that could interfere with our operations and may be unable
to efficiently reorganize our workforce in the event of a market downturn.
Besi employed a total staff of 1,928 fixed personnel as of December 31, 2025, of whom
approximately 68% were based in Asia and 32% were based in Europe and North America.
Some of Besi's employees in Europe are organized through Works Councils. While Besi
believes that it has good relations with Works Councils and employees generally, there can
be no assurance that its relations will not deteriorate and that it will not experience labor
disputes in the future. There can be no assurance that Besi's employees will not make
claims or that it will not have work stoppages in the future, which if they occur, would have
a material adverse effect on Besi's business, financial condition or results of operations.
Besi cannot guarantee that its employees will not go on strike in the future. Any work
stoppages resulting from employee strikes or slowdowns could hinder Besi's operations
and production.
Furthermore, in the event of a market downturn, or other events leading to a decrease in
Besi's business volume, we may have to downsize our industrial activities, including staff
reductions and/or the discontinuation of some operations. Flexibility in human resource
management is, however, significantly affected by labor laws and regulations and by the
terms of the agreements between Besi, Works Councils and government authorities. Labor
law practices provide significant protections for worker rights in various countries where
Besi operates. If there is a market decline or a reduction in business and Besi is unable to
reorganize its workforce consistent with market realities or otherwise to adjust its
production capacity, or is required to incur significant costs in connection therewith, Besi's
business, financial condition and results of operations could be materially adversely
affected.
Any significant disruption to Besi’s operations could reduce the attractiveness of our
products and result in a loss of customers.
The timely delivery and satisfactory performance of Besi’s products are critical to our
operations, reputation and ability to attract new customers and to retain existing
customers. Besi’s administrative, development and systems manufacturing are located all
over the world including locations in the Netherlands, Malaysia, Singapore, Austria, China,
Vietnam and Switzerland. Some of Besi’s facilities are in locations that have experienced
severe weather conditions, fire, natural disasters, flooding, political unrest and/or terrorist
incidents. For example, the operations of Besi’s die bonding facility located near
Kuala Lumpur, Malaysia were disrupted by a severe flood in the fourth quarter of 2021
which caused us to defer some shipments by four to eight weeks and to incur € 7.4 million
of costs to repair systems affected by the flood.
If the operations at any of our facilities in the future were damaged or destroyed as a result
of any of the foregoing, or as a result of other factors, Besi could experience interruptions
in its service, delays in product deliveries and would likely incur additional costs to arrange
new production facilities which may not be available on timely or commercially reasonable
terms, or at all. Any interruptions to Besi’s operations or delays in delivering its products
could harm our customer relationships and brand reputation, divert employees’ attention,
decrease revenue, increase our liability exposure and could potentially cause order
cancellations, any of which could adversely affect Besi’s business, financial condition and
results of operations. It is unclear whether Besi’s insurance policies would adequately
compensate for any losses incurred as the result of a production or service disruption or
delay.
Besi is largely dependent upon its international operations.
Besi has manufacturing and/or sales and service facilities and personnel in the Netherlands,
Austria, Malaysia, Korea, Hong Kong, Singapore, China, the Philippines, Taiwan, Thailand,
Switzerland, Vietnam and the US. Its products are marketed, sold and serviced worldwide.
In addition, approximately 76% of its sales in 2025 were to customers in Asia and 68% of
its fixed employees at year end 2025 were located in facilities in Asia.
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Besi’s operations are subject to risks inherent in international business activities including,
in particular:
• General economic, banking and political conditions in each country.
• Unpredictable legal systems in developing countries, including unexpected changes in
regulatory requirements, compliance with a variety of foreign laws and regulations
including restrictions on immigration, travel, or the availability of visas.
• The overlap of different tax structures with potentially conflicting interpretations of tax
regulations.
• Management of an organization spread over various countries.
• Currency fluctuations which could result in reduced revenue, increased operating
expenses and foreign currency controls.
• Greater difficulty in accounts receivable collection and longer collection periods.
• Difficulty in enforcing or adequately protecting Besi’s intellectual property in foreign
jurisdictions.
• Tariffs, import and export licensing requirements, trade restrictions, restrictions on
foreign investments and changes in freight rates.
• Political unrest and terrorist activities in the countries in which it operates.
• Corruption, bribery and human rights violations.
• Varying impacts per region from climate change events.
In addition, each region in the global semiconductor equipment market exhibits unique
characteristics that can cause capital equipment investment patterns to vary significantly
from period to period.
Much of Besi's production is conducted in markets which may subject us to greater risks
related to political, legal and economic risk.
In recent years, Besi has significantly increased its production, engineering and supply
chain capabilities in Malaysia, China, Vietnam and Singapore to increase its local presence
and operational efficiency. Personnel in these jurisdictions represented 66% of our total
fixed headcount at year end 2025. Certain governments and judiciaries in these regions
exercise broad, unchecked discretion. This can lead to misuse, corruption and rapid change
of policies upon which Besi relies and with which we seek to comply. Some places where
Besi and its customers work might also have issues with corruption, poor human rights
protection, and a lack of clear rules and openness. In light of these risks, compliance with
applicable regulatory schemes in Europe, the United States and throughout the world
could place a strain on Besi's internal procedures. Any perceived or actual failure to address
such risks could have a material impact on Besi's reputation, business, financial condition
and results of operations.
Recent regulations and increased customer focus on the usage of conflict minerals in
product supply chains may force us to incur additional expenses, make our supply chain
more complex and result in damage to Besi’s customer reputation.
US, European and Chinese regulatory authorities have established initiatives with respect
to the usage by corporations of certain minerals and metals known as conflict minerals in
their products, regardless of whether such products are manufactured by third parties.
Regulations require companies to conduct due diligence and disclose whether the subject
minerals originated from the Democratic Republic of Congo (“DRC”) and/or certain adjoining
countries. The implementation of such regulations could adversely affect the sourcing,
availability and pricing of minerals used in the manufacture and assembly of semiconductor
devices. Besi’s reputation could also be harmed since our supply chain is complex and
verification of the origins of these materials in our products through due diligence
procedures may be difficult and costly and may not be possible at all. In such an event, we
may also face difficulties in satisfying customers who require that all our product
components be certified as conflict-free.
Financial risks
Besi’s historical financial results have fluctuated significantly and may continue to do so
in the future.
Given the cyclical nature of Besi's industry, its quarterly revenue, orders and operating
results have fluctuated significantly in the past and may continue to do so in the future.
Besi believes that period to period comparisons of its operating results are not necessarily
indicative of future operating results. Uncertainties that have caused our operating results
to fluctuate in the past and which are likely to affect them in the future include the
following, many of which are beyond our control:
• Global macroeconomic trends and geopolitical events which may influence levels of
gross domestic product, purchasing power and consumer confidence of various regions
including both developed and lesser developed countries and which may affect customer
willingness to invest in new production capacity.
• The number and frequency of new electronics introductions, particularly for retail
applications such as mobile, computing, gaming, infotainment and automotive end-user
markets.
• The volatility and seasonality of the semiconductor industry and its impact on
semiconductor equipment suppliers.
• Industry capacity utilization, pricing and inventory levels.
• The timing of new customer device introductions and production processes which could
require the addition of new assembly equipment capacity.
• The success of Besi’s research and development activities including new hybrid bonding,
thermo compression bonding and other wafer level assembly systems and volume
production related thereto.
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• The length of sales cycles and lead times associated with Besi’s product offerings.
• The timing, size and nature of Besi’s transactions.
• The financial health and business prospects of Besi’s customers.
• The impact on potential orders from consolidation trends among semiconductor
producers.
• The proportion of semiconductor demand represented by industrial and retail
applications.
• Our ability to scale operations on a timely basis consistent with product demand.
• The ability of Besi’s suppliers to meet our demand for components, subassemblies and
modules on a timely basis.
• The market acceptance of new products or product enhancements by Besi or its
competitors.
• The timing of new personnel hires and the rate at which new personnel becomes
productive.
• Changes in pricing policies by Besi’s competitors.
• Changes in Besi’s operating expenses.
• Besi’s ability to adequately protect its intellectual property.
• Besi’s ability to integrate any future acquisitions and any restructuring charges related
thereto.
• The fluctuation of foreign currency exchange rates.
• The impact of any future pandemic on our customers, suppliers and employees.
Because of such uncertainties, investors should not rely on period to period comparisons
of Besi’s results of operations as an indication of future performance. In future periods,
Besi’s results of operations could differ from estimates of public market analysts and
investors. Such discrepancies could cause the market price of its securities to decline.
Besi’s orders at any particular date may not be indicative of future operating results.
Besi’s orders aggregated € 685 million in 2025 which reflected a 16.8% increase versus
2024. Orders are generally subject to customer cancellation at any time upon payment of
a negotiated cancellation fee. However, such cancellation fees are generally not sufficient
to cover in full all costs incurred up to date of the cancellation. During market downturns,
semiconductor manufacturers historically have cancelled or deferred additional equipment
purchases. Besi’s bookings may also be influenced by seasonal factors. Because of the
possibility of changes in delivery schedules, expedited cycle times, cancellations and
delays in product shipments, Besi’s orders at any particular date may not be representative
of actual revenue for any succeeding period. Besi’s current and future dependence on a
limited number of customers increases the potential revenue impact of any delay or
deferral activity by customers.
Besi may not be able to adjust its costs and overhead levels quickly enough to offset
revenue declines it may experience in the future.
A significant portion of Besi's operating costs is fixed including personnel, facility costs
and many general and administrative costs. Generally, these costs do not decrease when
customer demand drops or when Besi's capacity utilization rates fall.
Therefore, a decline in customer demand, among other factors, could significantly reduce
Besi's margins and profitability. In less favorable economic environments, Besi is generally
faced with a decline in the utilization rates of its manufacturing facilities due to decreased
demand for its products. During such periods, its production facilities could operate at a
lower loading level while the fixed costs associated with full capacity continue to be
incurred, resulting in a lower gross profit.
Expense levels in future periods will be based, in large part, on expectations regarding
future revenue sources. As a result, our operating results for any given period in which
material orders fail to occur, are delayed or are deferred, could vary significantly. Due to
the nature of such fixed costs, we may not be able to reduce our fixed costs sufficiently or
in a timely manner to offset any future revenue declines. Our inability to align revenue and
expenses in a timely and sufficient manner could have an adverse impact on Besi’s gross
margins and results of operations.
A limited number of customers have accounted for a significant percentage of Besi’s
revenue, and its future revenue could decline if it cannot maintain or replace these
customer relationships.
Historically, a limited number of Besi’s customers have accounted for a significant
percentage of its revenue. In 2025, no customer represented more than 10% of Besi’s
revenue and its largest ten customers accounted for approximately 44% of revenue. We
anticipate that our results of operations in any given period will continue to depend to a
significant extent upon revenue from a relatively limited number of customers. In addition,
we anticipate that the composition of such customers will continue to vary from year to
year so that the achievement of our long-term goals will require the maintenance of
relationships with existing customers and obtaining additional customers on an ongoing
basis. Besi’s failure to enter into and realize revenue from a sufficient number of customers
during a particular period could have a material adverse effect on our revenue development.
In addition, there are a limited number of customers worldwide interested in purchasing
semiconductor manufacturing equipment and an even more limited number of major
customers and supply chains for specific end market applications such as smartphones,
tablets, wearables, laptops, computers and automotive electronics. As a result, even if
only a few potential customers were to experience financial difficulties or file for
bankruptcy protection, the semiconductor equipment manufacturing market as a whole,
and Besi’s revenue and results of operations specifically, could be materially adversely
affected.
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Besi must continue to invest in research and development activities even if not always
successful.
Besi participates in a highly competitive industry. In order to remain competitive, Besi
must continue to develop new products and enhancements to its existing products,
including new hybrid bonding, thermo compression bonding and other wafer level assembly
systems in order to maintain or expand its market position. Besi expects to continue its
significant investment in development activities which may not always be successful or
ultimately grow its business or result in long-term profitability.
Maintaining adequate levels of research and development spending to meet market
demands is essential to Besi's long-term competitive position. Failure to do so could
present an advantage to Besi's competitors. If Besi is not successful or unable to develop
products due to certain constraints, such as high employee turnover, lack of management
ability or a lack of liquidity or other development resources, including through third-party
outsourcing firms, its competitiveness could be harmed.
Besi’s results of operations have in the past and could in the future be affected by currency
exchange rate fluctuations.
The following tables set forth Besi’s revenue and costs and expenses by principal functional
currency for 2025, 2024 and 2023:
In % of revenue
2025 2024 2023
US dollar 72% 71% 75%
Euro 28% 29% 25%
Total 100% 100% 100%
In % of costs and expenses
2025 2024 2023
Euro 37% 37% 32%
Malaysian ringgit 25% 22% 23%
Chinese renminbi 12% 12% 15%
Singapore dollar 9% 10% 10%
Swiss franc 8% 9% 8%
US dollar 6% 8% 8%
Other 3% 2% 4%
Total 100% 100% 100%
Besi’s principal reporting currency is the euro. Due to its global operations and differences
in the foreign currency composition of its revenue and costs and expenses, Besi’s results
of operations could be adversely affected by fluctuations in the values of, and the
relationships between, the euro, the US dollar, Swiss franc, Malaysian ringgit, Chinese
renminbi, Singapore dollar and Vietnamese dong. We seek to manage our exposure to
currency fluctuations in part by hedging firmly committed sales contracts denominated in
US dollars. While management will continue to monitor its exposure to currency
fluctuations and may use financial hedging instruments to minimize the effect of such
fluctuations, Besi cannot assure that exchange rate fluctuations will not have a material
adverse effect on its results of operations or financial condition.
Besi’s principal competitors are domiciled in countries utilizing primarily US dollar and/or
Japanese yen as their principal currencies for the conduct of their operations. Besi believes
that a decrease in the value of the US dollar and US dollar linked currencies or Japanese
yen in relation to the euro could lead to intensified price-based competition in the markets
in which Besi operates resulting in lower prices and margins and could have a negative
impact on our business and results of operations.
Changes in taxation could affect our future profitability.
Besi is subject to income taxes in the Netherlands and other countries in which we are
active. Besi's effective tax rate has fluctuated in the past and may fluctuate in the future.
Changes in Besi's business environment can affect its effective tax rate. The same applies
to changes in tax legislation in the countries where Besi operates, together with
developments driven by global organizations such as the Organization for Economic Co-
operation and Development (“OECD”), as well as any change in approach to tax by fiscal
authorities. These initiatives have already resulted in and may result in further increased
compliance obligations for us. Additionally, this may result in an increase in our effective
tax rate in future years.
Changes in tax legislation may adversely impact Besi's tax position and consequently its
net income. Besi's worldwide effective tax rate is influenced by research and development
tax credits and incentives offered by many of the countries where Besi has operations.
Besi's Dutch, Swiss, Austrian, Singaporean, Malaysian and Vietnamese operations each
have benefited from such R&D investment programs. The determination of such tax
incentives is complex and relies on interpretations of international tax treaties, which may
vary from jurisdiction to jurisdiction. As of the date of this Annual Report, Besi is party to
a tax proceeding related to, inter alia, transfer pricing associated with R&D subsidies
received from 2015 to 2018 and 2019 to 2021 (see Note 30 Income Taxes in the Notes to the
Consolidated Financial Statements). If any of the jurisdictions in which Besi operates alter
their tax policies/laws in this respect, it may increase Besi's out of pocket development
spending and have an adverse effect on Besi's worldwide effective tax rate. In addition,
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jurisdictions levy corporate income tax at different rates. The mix of Besi's revenue over
the various jurisdictions in which Besi operates may vary from year to year, resulting in a
different mix of corporate income tax rates applicable to our profits. This can also affect
Besi’s worldwide effective tax rate and net income.
Besi may declare lower dividends or no dividends at all in any given year.
Besi aims to pay an annual dividend in accordance with its dividend policy and seeks to
increase the amount over time. On an annual basis, the Board of Management (with
Supervisory Board approval) will submit a proposal for approval at the Annual General
Meeting of Shareholders with respect to the dividend amount to be declared for the prior
financial year. The proposal in any given year will be subject to (i) Besi’s review of (a) its
annual and prospective financial performance, liquidity and financing needs, (b) the
prevailing market outlook, (c) its strategy, market position and acquisition strategy and/or
(ii) a target dividend payout ratio in the range of 40-100% relative to net income to be
adjusted accordingly if the factors referred to under (i) so require.
Accordingly, the Board of Management may decide not to pay a dividend, or a lower
dividend, with respect to any particular year in the future which could have a material
adverse effect on the price of Besi’s ordinary shares.
Sustainability risks
Besi is subject to environmental risks in the form of climate-related transition and physical
risks. Besi is subject to environmental rules and regulations in a variety of jurisdictions and
from its customers and Besi may be materially adversely affected by operational
disruptions, natural disasters and the impact of climate change on its operations.
Besi has production facilities in multiple jurisdictions and conducts business with its
customers worldwide. As the world transitions to a less carbon intensive energy system,
Besi’s value chain will be subject to a myriad of governmental regulations in response to
climate change-related issues. Compliance with existing or future environmental rules
and regulations may: (i) result in significant costs to us and our suppliers for additional
capital equipment or other process requirements, (ii) restrict our ability to expand our
operations and/or (iii) cause us to curtail our operations. We also could incur significant
costs, including fines or other sanctions and third-party claims, because of violations of,
or liabilities under, such laws and regulations.
In addition to regulatory compliance, increasing customer sustainability requirements as
well as our own internal targets, could cause us to alter our manufacturing, operations or
equipment designs from time to time and incur substantial expense to satisfy such
increased regulatory and sustainability requirements. To the extent that higher costs
result in higher prices for our products, we may experience a reduction in the demand for
such products, which could negatively affect our results of operations. Conversely, we may
not be able to pass such increased costs through to customers in the form of higher prices,
as a result of which our results of operations may also be adversely affected. Any failure to
comply with or meet such environmental rules and regulations, customer requirements or
sustainability targets could adversely impact the demand for our products and subject us
to significant costs and liabilities and reputational risks that could adversely affect our
business, financial condition and results of operations.
Besi’s operations, reputation, and ability to attract and retain customers are dependent
on the timely delivery and satisfactory performance of its products. Besi is susceptible to
potential material adverse effects from natural disasters and the impact of climate
change. Despite Besi’s commitment to maintaining operational resilience, its business
and operations, along with those of its customers and suppliers, can be disrupted by acute
and chronic physical risks. These include earthquakes, flooding, typhoons, droughts, air
temperature increases and wildfires. Future disruptions at any of Besi’s facilities could
result in service interruptions, delivery delays, additional costs and potential order
cancellations which could adversely affect its business, financial condition and results of
operations. It remains uncertain whether insurance policies would adequately compensate
for any losses incurred due to such disruptions.
Such catastrophic events can make it difficult or impossible to manufacture or deliver
products, receive materials from suppliers or perform critical functions. If Besi’s customers
or suppliers cannot resume their operations on a timely basis due to a catastrophic event,
we may be unable to fulfil customer orders and/or experience reduced or cancelled orders.
For example, in January 2025, a magnitude 6.4 earthquake struck Tainan, Taiwan, resulting
in the temporary suspension of operations in semiconductor factories and suppliers who
operate in Taiwan.
Besi’s business, reputation and financial position may be harmed by health and safety
incidents, human rights violations, unethical behavior and non-compliance with Besi’s
Code of Conduct at its operations.
Besi seeks to conduct its business in accordance with internationally recognized standards
and best practices. We have adopted an environmental, health and safety management
structure for our operations that typically exceed minimum legal and regulatory compliance
levels and applied European social and ethical standards in the conduct of our operations
wherever possible. Besi has established a Code of Conduct which governs the behavior of
our employees worldwide on matters such as human rights, integrity, and ethical behavior,
all of which are important values to us.
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However, Besi has encountered in the past, and may in the future encounter unethical
behavior and breaches to our Code of Conduct due to intentional behavior by individual
employees. Issues can arise unintentionally or from a lack of adherence to appropriate
rules and regulations. Unethical behavior and misconduct could lead to fines, penalties
and claims by injured parties as well as material financial loss and damage to Besi's
reputation with stakeholders.
Moreover, environmental, social and governance matters continue to evolve rapidly. To the
extent such matters have the effect of negatively impacting our reputation, they may also
impede our ability to compete as effectively or to recruit and/or retain employees, which
may adversely affect our operations.
Potential and actual negative impacts on sustainability matters such as human rights,
working conditions, and health and safety, within Besi’s supply chain could adversely
impact its reputation, supply of critical materials and liabilities.
Besi has an indirect impact on the employees within its supply chain. Besi strives to
operate with the highest ethical and sustainability standards while complying with all
relevant laws, regulations and standards, and we expect our suppliers to do the same.
There is the potential that by conducting business with suppliers, even after significant
efforts to ensure that they do not cause negative impacts on their workforce, that they
may fail to adhere our high standards in these areas. Potential negative impacts include
those related to human rights, poor working conditions, health and safety issues, and
non-compliance with Besi’s Supplier Code of Conduct.
If Besi’s suppliers are to cause such negative impacts on their employees, Besi could be
exposed to supply chain disruptions from issues such as labor strikes. Supply chain
disruptions based on human rights impacts could interrupt Besi’s operations or delay the
delivery of its products and adversely impact Besi’s customer relationships and brand
reputation, divert employees’ attention, decrease revenue, increase its liability exposure
and could potentially cause order cancellations, any of which could adversely affect Besi’s
business, financial condition and results of operations. In addition, non-compliance with
safety regulations could result in legal actions, fines and penalties. If litigation occurs, we
could incur significant liabilities and costs to defend ourselves against such claims.
The inability to prevent and detect bribery and corruption could lead to financial loss.
Besi relies on an international supply chain for activities which include the sourcing of raw
materials, components and semi-finished products from vendors. In addition, with the
significant growth of our business in recent years, including an increase in the complexity
of our supply chain, ensuring compliance with our supplier code of conduct and the
prevention of bribery and corruption has become more challenging.
A consequence of our expanding international operations could expose us to fines and
penalties if we fail to comply with regulations such as anti-bribery laws and local laws
prohibiting corrupt payments to governmental officials. Although we have implemented
policies and procedures designed to help ensure compliance with such laws, there can be
no assurance that our employees, partners and other persons with whom we do business
will not take actions in violation of our policies or these laws. Any violations could subject
us to civil or criminal penalties including substantial fines or prohibitions on our ability to
offer our products and services to one or more countries and could also materially damage
Besi’s reputation and brand identity.
Legal and compliance risks
Besi may not be able to protect its intellectual property rights which could make it less
competitive and cause it to lose market share.
Although Besi seeks to protect its intellectual property rights through patents, trademarks,
copyrights, trade secrets, confidentiality and assignment of invention agreements and
other measures, there can be no assurance that we will be able to protect our technology
adequately, that our competitors will not be able to develop similar technology
independently, that any of Besi’s pending patent applications will be issued or that
intellectual property laws will protect our intellectual property rights. In addition, Besi
operates internationally and intellectual property protection varies among the jurisdictions
in which we conduct our business operations. In certain jurisdictions, the prevention of
theft or copying can be challenging. Litigation may be necessary to enforce our patents,
copyrights or other intellectual property rights, to protect our trade secrets, to determine
the validity and scope of the proprietary rights of others or to defend against claims of
infringement. Litigation could result in substantial costs and a diversion of resources,
distract management from operating the business and could have a material adverse
effect on our business and operating results.
In addition, third parties may seek to challenge, invalidate or circumvent any patent issued
to Besi. Further, the rights granted under any patent issued to Besi may not provide
competitive advantages and third parties may assert that our products infringe patents,
copyrights or trade secrets of such parties. Also, third parties may challenge, invalidate or
circumvent technology which Besi licenses from third parties. If any party is able to
successfully claim that Besi’s creation or use of proprietary technology infringes upon
their intellectual property rights, Besi may be forced to pay damages. In addition to any
damages Besi may have to pay, a court could require us to stop the infringing activity or
obtain a license which may not be available on terms which are favorable to Besi or at all.
If Besi fails to obtain or maintain certain technologies or intellectual property licenses, or
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fail to prevent its intellectual property from being misappropriated, and if litigation
relating to alleged intellectual property matters occurs, it could: (i) prevent Besi from
manufacturing particular products or selling particular services or applying particular
technologies and (ii) reduce our ability to compete effectively against entities benefiting
from misappropriated intellectual property, which could reduce Besi's opportunities to
generate revenue.
Furthermore, given the nature of the semiconductor industry, Besi may receive, from time
to time, communications from third parties, including non-practicing entities and
semiconductor companies, asserting that its technologies, its manufacturing processes,
or the design IPs of the systems made by Besi or the use of those semiconductors by Besi's
customers might infringe their patents or other intellectual property rights. The assertions
made and lawsuits initiated by litigious, well-funded, non-practicing entities are
particularly aggressive in their monetary demands and in seeking court-issued injunctions.
Intellectual property cases are uncertain, time-consuming and involve complex legal and
factual questions. If we become involved in this type of litigation, whether or not a claim
has merit, it could consume significant resources and divert our attention from our
business. Such lawsuits and assertions could increase Besi's cost of doing business and
could potentially be extremely disruptive if such asserting entities succeed in blocking the
sale of products made, and services offered by Besi.
Anti-takeover provisions could delay or prevent a change of control including a takeover
attempt that might result in a premium over the market price for Besi’s ordinary shares.
Besi’s articles of association provide for the possible issuance of preference shares. In
April 2000, Besi established the foundation “Stichting Continuïteit BE Semiconductor
Industries” (the “Foundation”) whose board consists of five members, three of whom are
independent of Besi. Besi has granted the Foundation a call option pursuant to which the
Foundation may purchase preference shares in a maximum amount equal to the total
number of Besi’s ordinary shares outstanding at the time of exercise of the option minus
one. If the Foundation were to exercise the call option, it may result in delaying or
preventing a takeover attempt including a takeover attempt that might result in a premium
over the market price for Besi’s ordinary shares.
Shareholder Information
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Shareholder Information
Euronext Amsterdam listing
Besi’s ordinary shares are listed on Euronext Amsterdam and are included in the Euronext
AEX index. The stock symbol is BESI and the ISIN code is NL0012866412.
Year ended December 31,
2025 2024
Number of ordinary shares, net of shares held in treasury at year end 79,281,785 79,312,140
Average daily shares traded* 782,684 753,484
Highest closing price (€) 148.00 178.00
Lowest closing price (€) 79.62 97.94
Year end share price (€) 133.75 132.30
* Includes Euronext and all secondary markets.
OTC Markets
Besi’s Level 1 ADRs are traded on the OTC markets (symbol: BESIY).
Convertible Notes listing
At December 31, 2025, Besi had outstanding € 175 million of its 1.875% Senior Unsecured
Convertible Notes due 2029 (the “2022 Convertible Notes”) ISIN XS2465773070, which are
listed on Deutsche Börse’s Freiverkehr market www.boerse-frankfurt.de.
Senior Notes listing
On July 17, 2024, Besi issued € 350 million principal amount of 4.500% Senior Unsecured
Notes due 2031 (the “2024 Senior Notes”), Mnemonic: BESEMISN, which are listed on The
International Stock Exchange ("TISE").
Besi’s equity structure
Besi’s authorized share capital consists of 160,000,000 ordinary shares and 160,000,000
preference shares. At December 31, 2025, Besi had 81,146,738 issued and outstanding
ordinary shares of which it held 1,864,953 shares in treasury.
The foundation “Stichting Continuïteit BE Semiconductor Industries” (the “Foundation”)
has been granted an option to acquire preference shares, which would, if the option were
exercised, allow the Foundation to acquire preference shares in a maximum amount equal
to the total number of Besi's ordinary shares outstanding at the time of exercise of the
option minus one.
BESI MARKET INFORMATION
Symbol/Index
• BESI
• Euronext AEX
Market Cap* • € 10.6 billion ($ 12.5 billion)
Dividend Policy • Payout 40-100% of net income per annum
* As of December 31, 2025.
AVERAGE DAILY VOLUME AND LIQUIDITY
Average Daily Volume Liquidity
1,171
2021 2025202420232022
120
100
80
60
40
20
0
1,400
1,200
1,000
800
600
400
200
0
53
Volume (in thousands) Avg Vol * Avg Price (€ millions)
758
69
958
753
783
87
99
93
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Issuance of ordinary shares and pre-emptive rights
Ordinary shares may be issued pursuant to a resolution of the General Meeting of
Shareholders. The General Meeting of Shareholders may grant the authority to issue
ordinary shares to the Board of Management for a maximum period of five years. After such
designation, the Board of Management may determine the issuance of ordinary shares
subject to the approval of the Supervisory Board. The foregoing applies accordingly to the
granting of rights to subscribe for ordinary shares but shall not be applicable to the
issuance of ordinary shares to a party exercising a previously acquired right to subscribe
for ordinary shares.
Currently, the General Meeting of Shareholders has delegated its authority to the Board of
Management until October 23, 2026, subject to the approval of the Supervisory Board, to
issue ordinary shares and grant rights to subscribe for ordinary shares up to a maximum of
10% of Besi’s issued share capital at the date of the authorization, being April 23, 2025.
Holders of ordinary shares have a pro-rata, pre-emptive right with respect to any ordinary
shares issued, which right may be limited or excluded. Such shareholders have no pro-rata
pre-emptive right with respect to (i) any ordinary shares issued against contributions
other than in cash, (ii) any issuance of preference shares, or (iii) any ordinary shares issued
to employees (including members of the Board of Management). The foregoing applies
accordingly to the granting of rights to subscribe for ordinary shares but shall not be
applicable to the issuance of ordinary shares to a party exercising a previously acquired
right to subscribe for ordinary shares. On the basis of a designation by the General Meeting
of Shareholders, the Board of Management has the power, subject to the approval of the
Supervisory Board, to limit or exclude the pre-emptive right with respect to any ordinary
shares issued and rights to subscribe for ordinary shares granted until October 23, 2026,
subject to the 10% maximum as described above. The designation may be renewed for a
maximum period of five years. In the absence of such designation, the General Meeting of
Shareholders has the power to limit or exclude such pre-emptive right.
Issuance of preference shares
The provisions in Besi’s articles of association for the issuance of preference shares are
similar to the provisions for the issuance of ordinary shares described herein. However, an
issuance of preference shares will require the prior approval of the General Meeting of
Shareholders if it would result in an outstanding number of preference shares exceeding
100% of the number of outstanding ordinary shares and the issuance is effected pursuant
to a resolution of a corporate body other than the General Meeting of Shareholders such
as the Board of Management. Furthermore, within two years after the first issuance of
such preference shares, a General Meeting of Shareholders will be held to determine the
repurchase or cancellation of such preference shares. If no resolution to repurchase or
cancel the preference shares is adopted, another General Meeting of Shareholders with
the same agenda must be convened and held within two years after the previous meeting
and this meeting will be repeated until no more preference shares are outstanding. This
procedure does not apply to preference shares that have been issued pursuant to a
resolution by the General Meeting of Shareholders. In connection with the issuance of
preference shares, it may be stipulated that an amount not exceeding 75% of the nominal
amount ordinarily payable upon issuance of shares may be paid only if the Company
requests payment.
The Foundation
Under the terms of an agreement entered in April 2002 between Besi and the Foundation,
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 total number of outstanding ordinary
shares at the time of exercise of the option minus one. This call option agreement was
revised in May 2008 to comply with applicable laws. The purpose of the Foundation is to
safeguard the interests of Besi, 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, Besi’s continuity, independence and identity. Until the call
option is exercised by the Foundation, it can be revoked by the Company, with immediate
effect. The aim of the preference shares is, among other things, to provide a protective
measure against unfriendly take-over bids and other possible influences that could
threaten Besi’s continuity, independence and identity, including, but not limited to, a
proposed resolution to dismiss the Supervisory Board or the Board of Management.
The Foundation was established in April 2000. The board of the Foundation currently
consists of five members, three of whom are independent of Besi and two of whom are
former members of the Supervisory Board. Please refer to the chapter Other Information
for additional information about the Foundation and its board members.
Voting rights
Each share (whether it is an ordinary share or a preference share) carries the right to cast
one vote. Resolutions by the General Meeting of Shareholders require the approval of an
absolute majority of votes validly cast, unless otherwise required by Dutch law or Besi’s
articles of association.
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Repurchase and cancellation of shares
The Board of Management may cause Besi to repurchase for consideration any class of
shares in its own share capital which have been paid-up, subject to certain provisions of
Dutch law and Besi’s articles of association, if (i) the shareholders’ equity less the payment
required to make the acquisition does not fall below the sum of the paid-up and called part
of the issued share capital and any reserves required to be maintained by Dutch law or
Besi’s articles of association and (ii) Besi and its subsidiaries would thereafter not hold
shares (in pledge) with an aggregate nominal value exceeding 50% of its issued share
capital. Shares held by Besi or any of its subsidiaries will have no voting rights and the
Company may not receive dividends on shares it holds in its own share capital. Any such
repurchases may only take place if the General Meeting of Shareholders has granted the
Board of Management the authority to effect such repurchases, which authorization may
apply for a maximum period of 18 months. The Board of Management, with the approval of
the Supervisory Board, is currently authorized to repurchase up to 10% of Besi’s issued
share capital from April 23, 2025 to October 23, 2026.
Upon a proposal of the Board of Management, with the approval of the Supervisory Board,
the General Meeting of Shareholders has the power to reduce Besi’s issued share capital
by means of cancelling shares held in treasury or by reducing the nominal value of the
shares by way of an amendment of its articles of association. Any such proposal is subject
to the relevant provisions of Dutch law and Besi’s articles of association. Upon the proposal
of the Board of Management, with the approval of the Supervisory Board, the General
Meeting of Shareholders authorized the cancellation of ordinary shares held in treasury up
to a maximum of 10% of Besi’s issued share capital as of April 23, 2025. In accordance
therewith, the Board of Management was authorized to determine the exact number of
ordinary shares to be so cancelled.
Change of control provisions in significant agreements
Besi’s 2022 Convertible Notes contain a provision under which in the event of a change of
control of Besi (as defined), the holder of a Convertible Note will have the right to require
Besi to redeem that Convertible Note at 100% of its principal amount together with
accrued and unpaid interest thereon. Further, Besi’s 2024 Senior Notes contain a provision
under which in the event of a change of control, Besi will offer a payment to Noteholders
in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus
accrued and unpaid interest thereon. In addition, Besi’s Revolving Credit Facility ("RCF")
contains a provision granting the RCF lenders the right to require repayment of all loans
and other amounts outstanding upon a change of control of Besi. At December 31, 2025,
there was no change of control provision contained in any other of Besi’s material
agreements.
Dividend policy
Besi considers the payment of dividends on an annual basis based upon (i) a review of its
annual and prospective financial performance, liquidity and financing needs, the prevailing
market outlook and Besi’s strategy, market position and acquisition strategy and/or (ii) a
dividend payout ratio in the range of 40-100% relative to net income to be adjusted if the
factors referred to under (i) so require.
Due to Besi’s earnings and cash flow generation in 2024, the Board of Management
proposed, with the approval of the Supervisory Board, and Besi paid a cash dividend to
shareholders equal to € 2.18 per share for 2024 which resulted in cash payments to
shareholders of € 172.8 million in 2025.
Due to Besi’s earnings and cash flow generation in 2025, the Board of Management will
propose, with the approval of the Supervisory Board, a cash dividend to shareholders equal
to € 1.58 per share for 2025 for approval at Besi’s Annual General Meeting of Shareholders
to be held on April 23, 2026.
The payments for the year 2024 and proposed for the year 2025 represent a dividend payout
ratio relative to net income of 95% for each year.
Ownership interests in the ordinary shares
Under the Dutch Financial Supervision Act (
Wet op het financieel toezicht,
“Wft“), the
following parties have notified the Dutch Authority for the Financial Markets (
Autoriteit
Financiële Markten,
“AFM”) of their share interests in Besi equal to or exceeding 3%:
Notification effective Share
interest
Voting
rights
Applied Materials, Inc. April 14, 2025 9.00% 9.00%
BlackRock, Inc. February 9, 2026 8.68% 9.93%
FMR LLC May 11, 2023 6.00% 6.00%
T. Rowe Price Group, Inc. January 9, 2026 4.94% 4.58%
FIL Limited January 23, 2026 4.84% 4.75%
Société Générale S.A. February 22, 2023 3.05% 3.05%
Sylebra Capital Limited October 18, 2021 3.04% 3.04%
A list of share and voting interests in Besi of 3% or more can be found on the AFM website:
www.afm.nl.
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Analysts
The following sell side analysts cover Besi’s shares:
Arete Research Jim Fontanelli
Barclays Simon Coles
Berenberg Trion Reid
Bernstein David Dai
BNP Paribas Exane Martin Jungfleisch
BofA SECURITIES Didier Scemama
Citi Andrew Gardiner
Degroof Petercam Michael Roeg
Deutsche Bank Rob Sanders
Goldman Sachs Alexander Duval
HSBC Adithya Metuku
ING Marc Hesselink
J.P. Morgan Sandeep Deshpande
KBC Securities Thibault Leneeuw
Kepler Chevreux Ruben Devos
Morgan Stanley Nigel van Putten
Needham & Company Charles Shi
NewStreet Research Ben Harwood
ODDO BHF/ABN AMRO Martin Marandon-Carlhian
Redburn Atlantic Timm Schulze-Melander
UBS Madeleine Jenkins
Van Lanschot Kempen Nikos Kolokotronis
Investor relations
Besi uses a range of activities to initiate and maintain contact with investors. After
publication of its annual and quarterly results, in-person and virtual roadshows are
typically held for institutional investors in Europe, the United States and Asia. Planned
roadshows and presentations can be found on Besi’s website. Contacts with institutional
investors are further maintained by means of conference calls, conferences and investor
visits. Besi’s investor outreach also includes meetings with retail investors, research
analysts, private investors, journalists and media outlets to help communicate the Besi
story to the investment community and general public. Shareholders are also engaged
through quarterly and annual conference calls and participation at Besi’s Annual General
Meeting of Shareholders.
Investors in European, North American and Asian markets are increasingly considering
sustainability themes as part of their investment process. Investors are requesting more
sustainability information from us, particularly in the areas of climate change, fossil fuels,
carbon emissions, conflict minerals and human rights within the supply chain. Shareholders
expect Besi to protect their investment and provide a competitive return on invested
capital while operating in a sustainable and responsible manner as a good corporate
citizen. Besi has engaged in important dialogue with stakeholders and received valuable
feedback about its business and sustainability issues as a result of its investor relations
program.
Important investor relations dates currently planned in 2026-2027 are as follows (subject
to change):
April 23, 2026 2026 first quarter results
April 23, 2026 Annual General Meeting of Shareholders
July 23, 2026 2026 second quarter results
October 22, 2026 2026 third quarter results
February 2027 2026 fourth quarter and annual results
Prevention insider trading
Besi has implemented a Code of Conduct governing the use of inside information by the
members of the Supervisory Board, the member of the Board of Management and any
other designated persons, including key staff members. In addition, there is a separate
Code of Conduct governing the use of inside information by Besi employees generally.
Designated persons have agreed in writing to observe the relevant Code of Conduct
concerning the reporting and regulation of transactions in Besi securities (and other
designated securities) and the treatment of price-sensitive information. Besi has appointed
a compliance officer who is responsible for monitoring compliance with the Codes of
Conduct and communication with the AFM.
Besi Incentive Plan
Besi may grant performance shares on an annual conditional basis to the member of the
Board of Management, key employees and officers under the current Besi Incentive Plan.
Further information on this subject is given in the Remuneration Report.
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Besi’s share price development
BESI’S SHARE PRICE VERSUS SOX INDEX AND STOXX EUROPE 600 INDEX
Since January 1, 2023 until December 31, 2025; rebased to 100
350
300
250
200
150
100
0
+39.5%
+179.7%
+136.5%
Dec-22 Mar-23 Jun-23 Sep-23 Dec-23 Mar-24 Jun-24 Sep-24 Dec-24 Mar-25 Jun-25 Sep-25
Dec-25
Besi STOXX Europe 600PHLX Semiconductor (SOX)
Source: Yahoo Finance
BESI’S SHARE PRICE VERSUS SOX INDEX AND STOXX EUROPE 600 INDEX
Since January 1, 2025 until December 31, 2025; rebased to 100
Besi STOXX Europe 600PHLX Semiconductor (SOX)
Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25
Dec-25
+17.4%
+42.2%
+1.1%
150
140
130
120
110
100
90
80
70
60
50
Source: Yahoo Finance
Corporate Governance
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Corporate Governance
Besi acknowledges the importance of good corporate governance, the most important
elements of which are transparency, independence and accountability. Important corporate
governance developments in applicable jurisdictions are followed closely with rules
implemented where appropriate.
Besi’s ordinary shares are listed on Euronext Amsterdam. Accordingly, Besi complies with
all applicable listing rules of Euronext Amsterdam.
Besi has applied the Dutch Corporate Governance Code 2025 which was published on
March 20, 2025. Deviations from the Dutch Corporate Governance Code are explained
below under Explanation of Deviations from the Dutch Corporate Governance Code. The
Dutch Corporate Governance Code can be found at www.mccg.nl.
Board of Management
The role of the Board of Management is to manage the Company and its affiliated
subsidiaries and to ensure their continuity which includes, among other things:
• The formulation of a long-term sustainable value creation strategy.
• The identification, analysis and management of the risks inherent in Besi’s business and
long-term sustainable value creation strategy and initiatives related thereto.
• The establishment of Besi’s risk appetite and implementation of measures necessary to
mitigate any risks undertaken.
• The proper regard for sustainability issues relevant to Besi and the global communities
in which we operate as further described in our Sustainability Statement.
• The proper regard for the impact of new technologies on our society, products, employees,
stakeholders and business model in such areas as digitalization, artificial intelligence
and automation, amongst others.
In discharging their role, members of the Board of Management shall be guided by the
interests of Besi and its affiliated subsidiaries as well as the interests of its shareholders
and other stakeholders. Members of the Board of Management are required to put the
interests of Besi ahead of their own interests and to act critically and independently when
carrying out their responsibilities. The Board of Management is also charged with
establishing and maintaining internal procedures which ensure that all relevant information
is provided to the Supervisory Board in a timely manner.
Besi’s articles of association provide that certain resolutions of the Board of Management
require the prior approval of the Supervisory Board. Pursuant to Dutch law and Besi’s
articles of association, any decisions of the Board of Management involving a major change
in the identity or character of the Company and/or its affiliated subsidiaries are subject to
approval by the General Meeting of Shareholders.
Appointment and replacement
Members of the Board of Management are appointed by the General Meeting of
Shareholders. A resolution of the General Meeting of Shareholders to appoint a member of
the Board of Management requires an absolute majority of the votes validly cast in the
event and to the extent the appointment occurs pursuant to, and in accordance with, a
proposal of the Supervisory Board. Such resolution requires at least two-thirds of the
votes validly cast representing more than one-third of Besi’s issued share capital in the
event and to the extent the appointment does not occur pursuant to, and in accordance
with, a proposal thereto of the Supervisory Board.
Members of the Board of Management may at any time be suspended or dismissed by the
General Meeting of Shareholders. A resolution for suspension or dismissal of a member of
the Board of Management requires an absolute majority of the votes validly cast in the
event and to the extent the suspension or dismissal occurs pursuant to, and in accordance
with, a proposal by the Supervisory Board. Such resolution requires at least two-thirds of
the votes validly cast representing more than one-third of the issued share capital in the
event and to the extent the suspension or dismissal does not occur pursuant to, and in
accordance with, a proposal thereto of the Supervisory Board. Members of the Board of
Management may also be suspended by the Supervisory Board.
Remuneration Report
The Remuneration Report is included in a separate section in this Annual Report.
Conflicts of interest
Any appearance of a conflict of interest between Besi and members of the Board of
Management should be prevented. If a member of the Board of Management has an actual
or potential direct or indirect personal conflict of interest with the Company, he or she
shall not participate in the deliberations and the decision-making process of the Board of
Management for such matter. If, as a result thereof, no resolution of the Board of
Management can be adopted, the resolution may be adopted by the Supervisory Board. No
conflict of interest of material significance to Besi and/or the member of the Board of
Management was reported in 2025.
Supervisory Board
The role of the Supervisory Board is to supervise the policies executed by the Board of
Management and the general affairs of Besi and its affiliated subsidiaries and to assist the
Board of Management by providing advice. In discharging their role, Supervisory Board
members shall be guided by the interests of Besi and its affiliated subsidiaries as well as
the relevant interests of Besi’s shareholders and other stakeholders. Supervisory Board
members are required to put the interests of Besi ahead of their own interests and to act
critically and independently vis-a-vis one another, the Board of Management and any
third-party interests involved. Further, the Supervisory Board also has due regard for
sustainability issues that are relevant to Besi. The Supervisory Board annually evaluates
its own functioning.
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Each member of the Supervisory Board is currently considered independent within the
meaning of best practice provision 2.1.8 of the Dutch Corporate Governance Code. Each
Supervisory Board member has the specific expertise required for the fulfilment of his or
her duties. The composition of the Supervisory Board shall be such that the requisite
expertise, experience, nationality and cultural or other background, age, gender identity,
competencies, other personal qualities and independence are present for it to carry out its
duties properly as well as to better promote the interchange of ideas and different points
of views amongst members. A Supervisory Board member shall be reappointed only after
careful consideration. The profile criteria referred to above shall also be taken into account
in the event of a reappointment.
Regulations governing the Supervisory Board (“Regulations Supervisory Board”) are posted
on Besi’s website: www.besi.com.
Appointment and replacement
Members of the Supervisory Board are appointed with due observance of the requisite
profile for its size and composition as adopted by the Supervisory Board from time to time,
subject to the provisions of Dutch law and Besi’s articles of association.
Members of the Supervisory Board are appointed by the General Meeting of Shareholders.
A resolution for appointment requires an absolute majority of the votes validly cast in the
event and to the extent the appointment occurs pursuant to, and in accordance with, a
proposal of the Supervisory Board. Such resolution requires at least two-thirds of the
votes validly cast representing more than one-third of the issued share capital in the event
and to the extent the appointment does not occur pursuant to, and in accordance with, a
proposal thereto of the Supervisory Board.
Members of the Supervisory Board may be suspended or dismissed at any time by the
General Meeting of Shareholders. A resolution for suspension or dismissal requires an
absolute majority of the votes validly cast in the event and to the extent the suspension
or dismissal occurs pursuant to, and in accordance with, a proposal of the Supervisory
Board. A resolution for suspension or dismissal requires at least two-thirds of the votes
validly cast representing more than one-third of the issued share capital in the event and
to the extent the suspension or dismissal does not occur pursuant to, and in accordance
with, a proposal thereto of the Supervisory Board.
Supervisory Board committees
The Supervisory Board has three committees: the Audit Committee, the Remuneration
Committee and the Nomination Committee. The function of the committees is to prepare
and facilitate the decision-making of the Supervisory Board. The terms of reference of the
committees are posted on Besi’s website: www.besi.com.
Remuneration Supervisory Board
The General Meeting of Shareholders shall determine the remuneration of Supervisory
Board members with due observance of the Remuneration Policy for the Supervisory Board
that was adopted at the Annual General Meeting of Shareholders held on April 26, 2023.
The remuneration of members of the Supervisory Board is fixed and does not depend on
Besi’s results. In addition, Besi does not grant Supervisory Board members any shares or
rights to acquire shares in Besi, personal loans, guarantees or advance payments as
remuneration. The Remuneration Report contains the information prescribed by applicable
Dutch law on the level and structure of the remuneration of individual Supervisory Board
members.
Further, none of the members of the Supervisory Board personally maintains a business
relationship with Besi other than as a member of the Supervisory Board. As of December
31, 2025, no Supervisory Board member owned shares of Besi.
Conflicts of interest
Any appearance of a conflict of interest between the Company and Supervisory Board
members shall be prevented. If a member of the Supervisory Board has an actual or
potential direct or indirect personal conflict of interest with the Company, he or she shall
not participate in the deliberations and the decision-making process of the Supervisory
Board for such matter. The Supervisory Board is responsible for resolving conflicts of
interest involving members of the Board of Management, members of the Supervisory
Board and majority shareholders. If all members of the Supervisory Board are conflicted,
then the Supervisory Board shall remain authorized to adopt resolutions. No conflicts of
interest of material significance to Besi and/or the members of the Supervisory Board
were reported in 2025.
Inclusion and diversity
The Supervisory Board has a diverse composition in terms of experience, expertise,
nationality and cultural or other background, competencies, education, gender identity
and age. When considering new candidates, the Supervisory Board will retain an active and
open attitude with respect to the selection of candidates. The qualifications of a particular
person and the requirements for the position shall in principle always prevail over all other
factors and considerations when filling a vacancy, unless otherwise required by Dutch law.
The Supervisory Board’s current male/female ratio is 60/40 and, as such, is in compliance
with article 2:142b of the Dutch Civil Code.
The Supervisory Board considers its current composition to be aligned with its objective to
have a qualified governing body composed of individuals with different perspectives,
experiences and backgrounds consistent with the technological and global character of
Besi’s business as well as an adequate level of knowledge and experience in financial,
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economic, technological, social and legal aspects of international business and government
and public administration.
At present, the Board of Management consists of one person who is Besi’s Chief Executive
Officer and Chairman of the Board of Management.
Besi values and encourages inclusion and diversity in its workforce and management. Besi
believes inclusion helps broaden its perspective and contributes to Besi’s growth.
Consistent with its commitment to inclusion, Besi recognizes the importance of attracting
top talent with different perspectives, experiences and backgrounds, including, for
example, through engagement with local universities. Besi’s Code of Conduct also
emphasizes equal opportunity for all employees and applicants.
Besi’s Inclusion and Diversity policy is focused on a comprehensive inclusion and equality
approach throughout the organization and includes:
• Encouraging inclusion within the organization and the broader community through
manager’s leadership, training, communication and environmental, social and
governance initiatives.
• Attracting, retaining and nurturing a talented workforce comprised of individuals with a
diverse range of talents by consistently enhancing recruitment, development and
retention policies.
• Ensuring that all employment decisions are made on a non-discriminatory basis in
accordance with applicable law and/or adherence to the legislation and regulations
relevant to Besi in all locations where it operates and conducts business.
• Ensuring that all employees are aware of their rights including the right to freedom of
association and collective bargaining.
Besi has the following objectives with regard to inclusion within its management:
(i) maintain a sound balance with respect to the various aspects of inclusion and diversity
(experience, expertise, nationality and cultural or other background, competencies,
education, gender identity and age) within management and (ii) achieve a minimum of 21%
of management represented by women by 2026 (excluding US employees). We will compile
and present a comprehensive list of candidates when we conduct searches for the
appointment of management team members. Such candidates will be assessed based on
the most important and essential criteria for the vacancy in alignment with the principles
outlined in Besi’s Inclusion and Diversity policy. When selecting new candidates for
management team functions, the Board of Management will strive to ensure that all
qualified candidates are considered for such opportunities on a non-discriminatory basis
regardless of background. A professional executive search firm is engaged, when
appropriate, to support the search process for new candidates.
Directors and Officers insurance policy
Members of the Board of Management and the Supervisory Board and certain senior
management members are covered under Besi’s Directors’ and Officers’ insurance policy.
Although the insurance policy provides for broad coverage, members of the Board of
Management and the Supervisory Board and certain senior management members may be
subject to uninsured liabilities. Besi has agreed to indemnify members of the Board of
Management and the Supervisory Board and certain senior management members against
certain claims brought against them in connection with their position at the Company
provided that such individual acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of Besi and, with respect to any
criminal action or proceedings, such individual had no reasonable cause to believe his or
her conduct was unlawful.
Shareholders and the General Meeting of Shareholders
Good corporate governance requires the participation of shareholders. It is in the
Company’s interest that as many shareholders as possible participate in Besi’s decision-
making at the Annual General Meeting of Shareholders or any Extraordinary General
Meeting of Shareholders. Significant shareholder participation enables the General
Meeting of Shareholders to exert such influence on the policies of the Board of Management
and the Supervisory Board such that they provide important checks and balances to the
conduct of Besi’s business. Pursuant to Dutch law and Besi’s articles of association, any
decision of the Board of Management involving a major change to the identity or character
of the Company and/or its affiliated subsidiaries are subject to approval by the General
Meeting of Shareholders.
The Board of Management provides shareholders and other parties in financial markets
with equal and simultaneous information about matters that may influence Besi’s share
price. Contacts between the Board of Management on the one hand, and the press,
analysts and shareholders on the other hand, should be handled and structured carefully
and with due observance of applicable laws and regulations. Besi should do nothing which
might compromise the independence of analysts in relation to the Company and vice versa.
The Board of Management and the Supervisory Board shall provide the General Meeting of
Shareholders with the information required for the exercise of its powers subject to such
limitations allowable under applicable law. If price-sensitive information is provided during
a General Meeting of Shareholders or if a response to shareholders’ questions has resulted
in the disclosure of price-sensitive information, then such information will be made public
without delay. Good corporate governance requires significant attendance by shareholders
at Besi’s General Meeting of Shareholders. Therefore, Besi is actively involved in proxy
solicitation as a means of increasing the attendance and participation of its shareholders
at its General Meeting of Shareholders.
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Amendment of Besi’s articles of association
Besi’s articles of association may be amended by a resolution of the General Meeting of
Shareholders. A resolution of the General Meeting of Shareholders to amend the articles
of association may only be adopted upon a proposal from the Board of Management, which
proposal requires the approval of the Supervisory Board. Those who have convened a
General Meeting of Shareholders at which a proposal to amend the articles of association
will be brought up for discussion must deposit at Besi’s office, simultaneously with the
convocation, a copy of the proposal in which the proposed amendment has been included
for inspection by every person entitled to attend the General Meeting of Shareholders
until the end of the relevant meeting. The persons entitled to attend the General Meeting
of Shareholders must be given the opportunity to obtain a copy of the proposal free of
charge. The proposal will also be published on Besi’s website: www.besi.com.
External audit
The Board of Management is primarily responsible for the quality and completeness of any
publicly disclosed financial reports. The Supervisory Board oversees the Board of
Management in the fulfillment of this responsibility.
The General Meeting of Shareholders appoints the external auditor. The Supervisory Board
submits a nomination for the appointment of the external auditor to the General Meeting
of Shareholders upon the advice of the Audit Committee and as facilitated by the Board of
Management. The Supervisory Board negotiates the terms of engagement of the external
auditor, including its remuneration, the scope of the audit and the materiality to be
applied, upon the proposal of the Audit Committee and after consultation with the Board
of Management. The Chair of the Audit Committee acts as the principal contact for the
external auditor if, during the performance of its audit, it discovers or suspects an instance
of misconduct or an irregularity. The external auditor attends the meeting of the
Supervisory Board at which the report of the external auditor is discussed. The external
auditor also discusses the findings and outcomes of its audit work and the management
letter with the Audit Committee and the Board of Management simultaneously. The Audit
Committee also meets with the external auditor without the presence of the Board of
Management. The Supervisory Board supervises the external auditor’s functioning.
Internal control and risk management
Besi has internal control and risk management systems that are suitable for the Company.
Besi’s internal control and risk management function operates under the responsibility of
the Board of Management and is monitored on an ongoing basis. The Board of Management
reviews the effectiveness of the design and operation of the internal control and risk
management systems twice a year as part of Besi’s internal control procedures. The
Supervisory Board oversees the internal control and risk management function and
maintains regular contact with the persons fulfilling this function. In 2025, Besi’s finance
staff carried out all planned internal control activities and reported its findings to the
Board of Management and the Audit Committee.
The Board of Management recognizes the inherent limitations of internal control and risk
management systems. These systems cannot provide absolute certainty that all risks
have been identified or are effectively managed despite our continued efforts to improve
our processes and procedures. The level of certainty is influenced by, among other things,
(i) inherent limitations to risk management, (ii) business considerations such as Besi’s risk
appetite, (iii) the complexity of Besi’s operations and (iv) the dynamic nature of our
business environment. Certain risks remain outside of Besi’s direct control as they depend
on third parties or external circumstances beyond Besi’s influence.
The principal risks Besi faces, Besi's risk management framework and its risk appetite are
described under Risk Management in this Annual Report.
Based on its assessment and with reference to provision 1.4.3 of the Dutch Corporate
Governance Code, the Board of Management confirms to the best of its knowledge that,
for the year ended December 31, 2025:
• This Annual Report provides sufficient insights into any failings in the effectiveness of
Besi’s internal control and risk management systems.
• Besi’s internal control and risk management systems provide reasonable assurances
that the financial reporting contains no material inaccuracies.
• Besi’s internal control and risk management systems offer limited assurance that the
Sustainability Statement in this Annual Report is free from material inaccuracies.
• The Board of Management is not aware that our internal control and risk management
systems would not provide sufficient comfort that the operational and compliance risks
as described in the Risk Management section of this Annual Report are effectively
managed considering Besi’s risk appetite, the complexity of the enterprise, the inherent
limitations of such systems and other related disclosures in this Annual Report.
• It is justified that Besi’s financial reporting is prepared on a going concern basis
considering the current state of affairs.
• This Annual Report refers to those material risks and uncertainties which are relevant to
Besi’s continuity for the twelve months following the preparation of this Annual Report.
Due to their inherent limitations, our internal control and risk management systems
cannot guarantee that strategic, operational, compliance and reporting objectives will
always be achieved nor can they prevent all errors, inaccuracies, fraud, operational issues
or instances of non-compliance with laws and regulations.
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Explanation of deviations from the Dutch Corporate Governance Code
Deviations from the Dutch Corporate Governance Code are listed and explained below.
Provision 1.3.1
Since the internal audit function is the responsibility of the Board of Management, the
appointment and dismissal of the senior internal auditor by the Board of Management is
not submitted for approval to the Supervisory Board. Instead, the Supervisory Board only
oversees the appointment and dismissal of the senior internal auditor.
Provision 1.4.2 item v
The sensitivity of Besi’s results to material changes in external factors is not provided for
competitive reasons. For a detailed description of material risks, reference is made to Risk
Management in this Annual Report.
Provision 2.2.1
Besi respects the rights of the member of the Board of Management who was a member at
the time of the first implementation of the Dutch Corporate Governance Code. For that
reason, there was no adjustment of his employment agreement.
Provision 3.2.3
Besi respects the rights of the member of the Board of Management who was a member at
the time the Dutch Corporate Governance Code became effective. For that reason, it did
not adjust his employment agreement as it was signed prior to that date.
Provision 4.2.3
Besi acknowledges the importance of disclosing material information to all shareholders
similarly at the same moment in time. It is currently not practically possible to make every
meeting and presentation to analysts and investors accessible to all shareholders. As far
as practicably possible, meetings and presentations will be announced and posted on
Besi’s website: www.besi.com.
Disclosures required by the Dutch Decree Article 10 of the Takeover Directive
Under the Dutch Decree Article 10 of the Takeover Directive, Besi, being a company whose
securities are admitted to trading on a regulated market, must disclose the following
information in its Annual Report:
• As of December 31, 2025, Besi’s issued share capital consisted exclusively of ordinary
shares. Information about Besi’s share capital structure can be found in Besi’s equity
structure in the Shareholder Information section and in Note 22 Equity in the Notes to
the Consolidated Financial Statements. Information on the rights and obligations
attached to such shares can be found in Besi’s articles of association.
• The Company has not imposed any limitations on the transfer of ordinary shares.
• The Company is not aware of any shares having been exchanged for depositary receipts
of shares.
• The Company’s articles of association do stipulate a blocking procedure for the transfer
of preference shares.
• The Company is not aware of any agreements with shareholders which may result in
restrictions on the transfer of shares or the exercise of any voting rights.
• Information concerning ownership interests in the Company’s ordinary shares as per
AFM notification can be found in the Shareholder Information section under “Ownership
interests in the ordinary shares”.
• There are no special control rights attached to the shares.
• There is no system of control regulating any scheme granting employees’ rights to
acquire shares in the share capital of the Company or of a subsidiary where the control
rights are not exercised directly by the employees.
• No restrictions or deadlines apply to the exercise of voting rights.
• The Company’s articles of association contain the following information:
• The appointment and dismissal of members of the Board of Management or Supervisory
Board members which are also summarized in “Appointment and replacement of
members of the Board of Management” and “Appointment and replacement of
members of the Supervisory Board”.
• The amendment of the Company’s articles of association which is also summarized in
“Amendment of Besi’s articles of association”.
• The powers of the Board of Management.
• The issuance of shares in the share capital of the Company and the repurchase of
shares in the share capital of the Company (including the powers of the Board of
Management related thereto) which are also summarized in “Issuance of ordinary
shares and pre-emptive rights”, “Issuance of preference shares” and “Repurchase and
cancellation of shares” in the Shareholder Information section.
• The Company is not a party to any material agreements which take effect or are altered
or terminated upon a change of control of the Company following a takeover bid other
than (i) the agreement between the Company and the Foundation by which the
Foundation has been granted a call option (reference is made to "Besi’s equity structure"
and "The Foundation" in Shareholder Information section and "Preference Shares" in
Other Information) and (ii) in Besi's revolving credit facility and the indentures governing
its Convertible Notes due 2029 and its Senior Notes due 2031.
• There is no agreement between the Company and the member of the Board of
Management if his employment ceases due to a takeover bid.
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AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2025
OTHER
INFORMATION
Director’s Statement of Responsibilities
In accordance with statutory provisions, the member of the Board of Management states,
to the best of his knowledge, that:
• The Financial Statements provide a true and fair view of the assets, liabilities, financial
position and results for the financial year of Besi and its subsidiaries included in the
consolidation as a whole.
• The Report of the Board of Management provides a true and fair view of the position at
the balance sheet date and of the performance of the business during the financial year
of Besi and its subsidiaries, details of which are contained in the Financial Statements.
The Report of the Board of Management provides information on any material risks to
which Besi is exposed.
Board of Management
Richard W. Blickman
February 18, 2026
Remuneration Report
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2025 Remuneration Report
Introduction
Besi’s Board of Management and Supervisory Board are pleased to present the 2025
Remuneration Report to stakeholders. The Remuneration Committee (the "Committee")
concluded that the Board of Management delivered solid results this year with respect to
the key metrics most relevant to the Company's short- and long-term sustainable value
creation and business objectives despite a challenging mainstream assembly equipment
market whose downward phase extended for a third year. Besi, under the leadership of the
Board of Management, has effectively navigated this adverse environment at attractive
financial performance while significantly increasing its AI-related order growth and
development spending to capitalize on revenue opportunities in the next market upturn. In
addition, we have significantly increased our revenue and profitability this cycle versus the
prior downturn in 2017-2019 due to the success of our leading edge advanced packaging
systems for AI applications and the successful implementation of strategic initiatives to
limit overhead development.
Consideration of the resolution of the 2025 Annual General Meeting on the 2024
Remuneration Report
Shareholders play an important role in our success by providing invaluable support, market
and industry feedback and engaging in long-term relationships essential to our growth.
We appreciate their continued commitment and strive to keep them well-informed. Besi
maintains extensive and ongoing dialogue with its global shareholder base via an active
investor relations program comprised of one-on-one investor calls, fireside chats with
groups of investors, conferences in North America, Europe and Asia, investor visits to our
facilities and frequent conversations with industry analysts on topics including Besi’s
business development, prospects, sustainability and corporate governance. This open
dialogue underpins our vision for long-term sustainable value creation while balancing the
interests of all stakeholders.
The current Remuneration Policy for members of the Board of Management was approved
by 94.7% of shareholders at the Annual General Meeting (“AGM”) held on April 26, 2023. In
contrast, 39.1% of shareholders voted in favour of an advisory vote on the 2024 Remuneration
Report at the 2025 AGM. The Committee has considered the points of concern expressed
by shareholders and takes them into account when making future remuneration proposals.
Our understanding of the concerns expressed at the 2025 AGM were as follows:
Shareholder and proxy advisor concern Besi response
Some stakeholders were opposed to the discretionary nature and
quantum of the additional LTI performance shares granted to the
member of the Board of Management in January 2024 (which was in
accordance with the prior Remuneration Policy 2020-2023).
The January 2024 award was granted in accordance with the prior Remuneration Policy 2020-2023 for exceptional
value creation and was the last tranche of this award type. As such, all discretionary additional LTI grants have
been phased out of Besi’s pay practices as per the current approved Remuneration Policy. In compliance with
market practice, Board of Management members now receive a base salary and, depending on performance
outcomes, are entitled to an award based on short-term and long-term performance which we believe is in line
with market practice.
Some stakeholders voiced concerns regarding the robustness of the
2024 short-term incentive targets.
The Committee sets performance criteria and targets in alignment with Besi’s strategic and long-term sustainable
value creation objectives. We believe that the targets set are in accordance with the ambitious goals for at-target
and at-maximum opportunity levels in a highly competitive and volatile market. The Committee applies a disciplined
pay-for-performance framework to make remuneration proposals, utilizes third party compensation consultants
and strives to ensure that the remuneration of the member of the Board of Management is aligned with Besi’s
overall performance and shareholder value creation.
The Committee remains committed to ongoing shareholder engagement in order to meaningfully address feedback from shareholders and to evaluate on an ongoing basis the most
important elements of our Remuneration Policy and practices in alignment with Besi’s vision for long-term sustainable value creation.
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•
Assessing Besi’s performance relative to the Reference Group:
The Supervisory Board
considered that Besi’s performance, led by the member of the Board of Management,
has consistently provided above median performance relative to its Reference Group
with respect to key financial metrics, cashflow generation, capital allocation and stock
price performance.
•
Assessing any impacts on Besi’s internal pay equity:
The Committee evaluated the Board
of Management’s remuneration and pay ratios within Besi and its affiliated companies in
accordance with the Committee’s terms of reference to ensure that the remuneration
structure was consistent and in internal alignment with the remuneration of other
Company employees to support a shared purpose. The Committee also recognized that
the member of the Board of Management’s base salary development since 2018 has not
kept pace with the salary growth rate of Besi’s general workforce. As a result, the
Committee considered that the proposed salary increase was also in alignment with the
long-term pay development of the general workforce.
In the aggregate, the Committee determined that the proposed salary increase for the
member of the Board of Management (i) was justified to ensure market competitiveness,
(ii) was in alignment with Besi’s performance relative to the Reference Group as per the
Remuneration Policy and (iii) recognized the CEO’s exceptional leadership in delivering
long-term sustainable shareholder value creation.
2025 performance and compensation determination under variable pay awards
Besi’s executive remuneration program is guided by a pay-for-performance philosophy and
is designed to align Board of Management pay with its shareholders’ interests. Accordingly,
a substantial portion of our Board of Management’s total compensation is based on Besi’s
performance under certain financial and non-financial targets. Information on variable pay
awards which vested in 2025 is summarized below:
Short-Term Incentive Plan (“STI”) outcome:
• Financial metrics (70% of STI):
The financial metrics assessed were (i) Net margin (50%
of the financial target area), (ii) Return on average equity (25% of the financial target
area) and (iii) Cash flow from operations as % of revenue (25% of the financial target
area). We believe the targets were challenging and consistent with our operating plan
and business strategy. The Board of Management exceeded expectations with respect to
the focused and diligent execution of revenue and cost reduction initiatives consistent
with its strategic plan. In addition, the Board of Management delivered results above the
maximum target levels for each of its financial metrics, demonstrating exceptional
performance. As a result, the Supervisory Board considers that the corresponding pay
outcomes were in alignment with our overall performance.
• Non-financial metrics (30% of STI): The ten, equally-weighted, non-financial metrics
included topics such as product and market strategy, sustainability, operations, R&D,
customers and/or leadership. We are pleased to see that the Board of Management
exceeded expectations in this target area.
Remuneration
As per the approved Remuneration Policy 2024, the Board of Management will receive
payments from: (i) base salary, (ii) benefits, (iii) pension, (iv) cash-based and equity-based
STI and (v) a conditional award of LTI performance shares.
The Supervisory Board will continue to set challenging goals for both short-term and long-
term incentive plans in alignment with our strategy and shareholder expectations. The
Committee is aware of the many challenges Besi faces in a highly dynamic and competitive
semiconductor equipment industry as we endeavor to deliver the results our shareholders
expect in this new generative AI era. The Committee will continue to incorporate and set
metrics and goals at levels that properly incentivize our Board of Management to meet and
exceed those expectations while maintaining a strong alignment between their rewards,
the outcomes they deliver and long-term sustainable shareholder value creation.
Furthermore, regular scenario analyses are undertaken by the Committee when analyzing
and formulating the Remuneration Policy of the member of the Board of Management and
an annual performance analysis is undertaken for the outstanding LTI/Performance Share
Plan (“PSP”) awards.
Fixed pay considerations
Each year, the Committee reviews the base salary of the member of the Board of
Management. The Committee considers the totality of information available and aims to
apply their business judgement to the best extent possible when determining an
appropriate salary level. During the year under review, the Committee conducted a fixed
pay review. After this review, the Board decided to increase the base salary of the member
of the Board of Management from € 700,000 in 2024 to € 900,000 effective as from
January 1, 2025.
As part of the review, they considered the following factors:
•
Assessing the competitiveness of Besi’s executive pay levels relative to the Remuneration
Reference Group (“Reference Group”):
The Committee considered pay levels of other
executives with similar roles and responsibilities within our Reference Group as part of
its assessment. The Board also reviewed other peers, such as our AEX peers, when
assessing the competitiveness of the executive remuneration offered. The approved
Remuneration Policy is designed to attract and retain qualified, experienced and talented
executives in a highly competitive market and states that the Board of Management
salary level should ideally be set between the median and the 90th percentile of the
Reference Group. As such, a benchmarking exercise was conducted which determined
that the salary of the member of the Board of Management was (i) below the median of
the fixed remuneration level of the Reference Group companies at the 43.75th percentile,
(ii) was below the lower quartile range for AEX companies and that (iii) his Total Direct
Compensation (“TDC”) was at the 40th percentile of the Reference Group. As a result, the
Supervisory Board decided to set the new base pay at the 68.75th percentile of the
Reference Group which was approximately at the mid-point between the median and
90th percentile of the Reference Group as per Remuneration Policy guidelines.
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As a result, and upon the recommendation by the Committee after satisfactory review of
the targets and outcomes achieved related thereto, the Supervisory Board awarded the
member of the Board of Management a cash bonus equal to 150% of the annual base
salary, or € 1,350,000, and an equity bonus equal to 350% of the annual base salary, or
€ 3,150,000.
Long-Term Incentive Plan (“LTI”) outcome:
The 2023-2025 LTI performance share award that will vest in 2026 was based upon:
• Net income as a % of revenue (50% of LTI): Besi delivered results above the maximum
target level, which resulted in a vesting of 75% of the award.
• Relative total shareholder return (“TSR”) (50% of LTI):
Besi ranked fourth within the
TSR comparator group, which resulted in a vesting of 66.7% of the total award.
As a result, 141.7% of the 20,604 shares related to the 2023-2025 performance share award
will vest on April 23, 2026.
The next two sections in this report include the following topics:
i) Summary of the approved Remuneration Policy 2024:
a summary of the Remuneration
Policy provisions that guide the Committee’s proposals on Board of Management and
Supervisory Board pay matters.
ii) Application of the Remuneration Policy in 2025:
includes the disclosure of the decisions
and rationale supporting the Board of Management’s compensation earned in 2025.
Remuneration Policy 2024
The following is a summary of Besi’s Remuneration Policy which was adopted on April 26,
2023 and is applicable during the period 2024-2027. For more information, please see the
Remuneration Policy 2024 which is available on our website: www.besi.com.
Remuneration Reference Group
The components underlying the remuneration of the Board of Management are regularly
compared to a remuneration reference group of companies selected based on industry,
size, profitability, market capitalization and geography (the “Reference Group”).
The following companies are included in the current Reference Group.
Remuneration Reference Group
Aixtron SE
NXP Semiconductors N.V.
ams Osram AG Siltronic AG
ASM International N.V. SMA Solar Technology AG
Elmos Semiconductor SE Soitec SA
Entegris, Inc. STM Microelectronics N.V.
FormFactor, Inc. SUESS MicroTec SE
KLA Corporation Teradyne Inc.
Kulicke and Soffa Industries, Inc.
The Supervisory Board will regularly review the composition of the Reference Group to
ensure an appropriate composition in the context of a dynamic and competitive
semiconductor industry and may adjust it over time.
1. Base salary
Each year, the Supervisory Board reviews the fixed annual base salaries of members of the
Board of Management and will consider adjustments related thereto. The Supervisory
Board may consider various factors when determining any changes to base salaries
including (i) the development of base salaries for Besi employees globally, (ii) benchmark
data using the Reference Group, (iii) business performance, (iv) role, (v) scope, (vi) market
practice in relevant countries, (vii) historical salary levels and (viii) the experience and
individual contribution of members of the Board of Management. In general, the base
salary is set by the Supervisory Board between the median and the 90th percentile of the
Reference Group.
2. Benefits
Benefits awarded to the Board of Management such as expense allowance, medical
insurance and social security premiums are linked to base pay and are in accordance with
generally prevailing market practice.
3. Pension
Different pension arrangements are provided to the Board of Management based on the
salaries, local customs and rules existing in their countries of origin. A defined contribution
scheme is in place for statutory directors of whom the CEO is currently the only one. The
pension contribution on behalf of the statutory director is based on a premium ladder as in
effect from 2014 of which a portion is funded directly to his personal pension account as a
tax-exempt contribution and the remaining balance is paid as a taxable pension allowance
which can be used to build up his net pension on a voluntary basis.
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4. Short-Term Incentive (annual performance-based cash and equity-based bonus)
The annual bonus opportunity is linked to the achievement of pre-determined performance
conditions based on financial and non-financial criteria as determined by the Supervisory
Board and closely aligned with Besi’s business strategy and long-term sustainable value
creation. Performance measures are based on a pre-defined list against which targets are
set by the Supervisory Board on an annual basis.
The total Target STI level under the 2024 Plan is set at 300% of base salary of which one-
third will be cash-based and two-thirds will be share-based. As such, the target for the
cash-based STI will equal 100% of base salary with a maximum payout equal to 150% of
base salary. For the share-based component, the target will be set at 200% of base salary
with a maximum equal to 350% of base salary. The share-based component of STI will be
determined following the assessment by the Supervisory Board of the STI targets achieved
and will be subject to a five-year holding period to further ensure long-term shareholder
alignment and sustainable value creation.
5. Long-term Incentive (annual conditional award of performance shares)
The Long-Term Incentive for the member of the Board of Management consists of a
conditional award of performance shares. The award represents a conditional right to
receive a certain number of Besi shares depending on the achievement of pre-determined
financial and market performance objectives set by the Supervisory Board as described
below, measured over a three-year performance period and subject to continued service.
Net income as a percentage of revenue:
• Weighting: 50% of total LTI.
• Choice for KPI: It is considered a key measure for creating sustainable long-term
shareholder value and therefore is an important component of Besi’s long-term strategy.
Relative Total Shareholder Return (“TSR”):
• Weighting: 50% of total LTI.
• Choice for KPI: It is considered a key metric for measuring the development of shareholder
value by comparing Besi’s TSR relative to its comparators in the semiconductor
equipment industry and is appropriate to align the interests of members of the Board of
Management with those of shareholders.
• Method of assessment: The development of Besi’s share price including the reinvestment
of dividends over a three-year performance period will be compared to a comparator
group of 21 semiconductor equipment companies whereby a three month share price
average will be applied at the start and the end of the TSR performance period. The
composition of the comparator group will be reviewed annually by the Supervisory Board
and, if required, will be adjusted in case of delisting, change of control or changes to the
performance, size and market value, among other considerations, of the companies
involved which could affect comparability.
The TSR comparator group currently consists of the following companies:
TSR comparator group
Aixtron SE Kulicke & Soffa Industries, Inc.
Applied Materials, Inc. Lam Research Corporation
ASM International N.V. MKS Instruments, Inc.
ASML Holding NV Nova Ltd.
ASM Pacific Technology Ltd. Onto Innovation, Inc.
Axcelis Technologies, Inc. SÜSS MicroTec SE
Cohu, Inc. Teradyne Inc.
DISCO Corporation Tokyo Electron Ltd.
Entegris, Inc. Tokyo Seimitsu Co., Ltd.
FormFactor, Inc. Veeco Instruments, Inc.
Jenoptik AG
Award of performance shares
The number of annual conditional performance shares to be awarded annually will be
determined by the Supervisory Board based on a target level which equals 200% of the
individual’s gross annual base salary and is calculated based on the average closing price
of Besi’s ordinary shares for all trading days in the calendar quarter immediately preceding
the start of the relevant three-year performance period.
Vesting of performance shares
The number of performance shares that become unconditional (i.e. vested shares) will be
determined at the end of a three-year performance period based on Besi’s actual
performance during such performance period. Vested shares will be subject to a two-year
holding period which means that members of the Board of Management will have to retain
such shares for two years following the vesting date. However, members of the Board of
Management are allowed to sell sufficient shares to cover their income tax liability
following the vesting and transfer of the performance shares.
Performance versus payout
Metric and weighting as % of total
award
At minimum
performance
At target
performance
At maximum
stretched
performance
as % of the individual’s gross annual base salary
Net income as % of revenue (50% of LTI) 0% 100% 200%
Relative TSR performance (50% of LTI) 0% 75% 200%
Total number of shares vesting 0% 175% 400%
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The number of performance shares that will vest according to Besi’s TSR performance is
based on the actual absolute ranking of Besi within the comparator group and will vest in
a range between 0% and 200% of the total number of performance shares awarded to the
individual. Vesting is determined based on the following schedule whereby straight-line
vesting percentages are applied for ranking levels between the median range and the
Top 3 levels:
Besi TSR ranking relative to comparator group Vesting percentage
Top 3 200%
Rank 4-10 75-200% (linear interpolation)
Rank 11 (median range) 75%
Rank 12 – Rank 22 0%
Clawback and ultimate remedium
The Short-Term Incentive and Long-Term Incentive components for members of the Board
of Management as described above are subject to clawback provisions. In addition, risk
assessment tests are in place and measures are included in the variable remuneration
documentation for members of the Board of Management to ensure that shareholders’
interests are protected. In this respect, the Supervisory Board holds the discretionary
authority to reclaim all or part of the Short-Term Incentive and Long-Term Incentive if such
variable remuneration has been made based on incorrect financial data or other data or in
the case of fraud, gross negligence, willful misconduct or any activity deemed detrimental
to the Company. This clawback provision is applicable to both the vested and unvested
part of Long-Term Incentive components as well as deferred Short-Term Incentive awards
(malus).
Application of the Remuneration Policy in 2025
This section refers to the decisions made during the year under review according to the
2024 Remuneration Policy. The only member of the Board of Management in 2025 was
Richard W. Blickman, Besi’s CEO.
1. Base Salary
At the end of 2024, the Board of Management member’s base salary was reviewed by the
Committee. After this review, the Supervisory Board upon recommendation of the
Committee decided to increase the base salary of the Chairman of the Board of Management
from € 700,000 in 2024 to € 900,000 effective as from January 1, 2025. These decisions
were considered using several factors, including:
• An external assessment of executive remuneration levels relative to the Reference
Group.
• Consideration of Besi’s business and financial development and as compared to the
industry, particularly its performance relative to the Reference Group.
• Internal assessment of pay levels and their alignment with the long-term pay
development of the general workforce.
The Supervisory Board upon recommendation of the Committee decided that the 2026
base salary of the CEO will remain unchanged at € 900,000.
Further information on the Committee’s process and considerations can be found in the
Introduction section of this Remuneration Report under fixed pay considerations.
2. Benefits
Other benefits include expense compensation, medical insurance and social security
premiums.
3. Pension
Since the CEO has reached the applicable retirement age in the Netherlands, contributions
to all of his pension plans have terminated. Any pension contribution is based on the
premium ladder in the policy (32% of base salary) and is paid as a taxable allowance.
4. Short-Term Incentive (annual performance-based bonus paid partially in cash and
partially in equity)
The proportion of the award that can be and was allocated to cash- and to equity-
at-target opportunity and maximum opportunity in 2025 is disclosed in the table below:
Goals Target Opportunity
(as a % of base salary)
Maximum Opportunity
(as a % of base salary)
Board of Management Opportunity Achieved in 2025
(as a % of base salary)
Cash Equity Total Cash Equity Total Cash Equity Total
Financial Targets 70% 70 140 210 105 245 350 105 245 350
Non-financial Targets 30% 30 60 90 45 105 150 45 105 150
100% 100 200 300 150 350 500 150 350 500
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Approach to evaluating executive performance and determining 2025 STI remuneration
The Committee assesses executive performance through a robust evaluation and decision-
making process against stringent pre-established financial and non-financial goals. Our
process includes the consideration of financial results and progress against strategic
priorities which provides flexibility to assess both quantitative and qualitative results. The
process also aligns variable remuneration awards against the Company’s long-term value
drivers. Actual performance versus goals and any other relevant performance information
are reviewed closely by the Committee.
For 2025, the Committee chose the metrics Net margin, Return on average equity and Cash
flow from operations as a % of revenue to evaluate short-term performance because they
are considered the most important factors in determining our profitability, cash flow
generation and capital allocation efficiency in an extended industry downturn. The targets
were set as percentages rather than as specific numerical goals because we participate in
a highly dynamic and cyclical industry wherein absolute revenue and profitability can vary
significantly from year to year and do not always reflect our internal and the market’s
evaluation of our strategic and financial execution and prospects. The Committee also
reviewed such metrics versus our peers and evaluated other important comparative
metrics such as orders, gross and operating margins and market share development. The
Committee believes its use of business judgement is in the best interest of Besi’s
shareholders, customers and clients, employees and the communities served and
ultimately considered that the Board of Management’s outstanding achievements were an
accurate reflection of performance versus the challenging targets originally set. Therefore,
the Supervisory Board is satisfied with awarding the member of the Board of Management:
(i) Cash-component bonus equal to 150% of annual base salary (€ 1,350,000).
(ii) Equity-component bonus equal to 350% of annual base salary (€ 3,150,000).
In total, the CEO’s STI award resulted in the achievement of 500% of his annual base salary
with a cumulative fair value of € 4,500,000.
The 2025 STI performance targets and achievements were as follows:
Performance versus the financial target levels by the member of the Board of Management (70% of STI)
Pre-defined financial performance objectives Weighting At threshold Target Maximum Actual achievement
Net margin 50% 5% 11% 20% 22.3%
Return on average equity 25% 15% 20% 25% 28.7%
Cash flow from operations as % of revenue 25% 15% 20% 25% 30.1%
All pre-defined financial performance objectives were above maximum.
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Performance versus non-financial targets by the member of the Board of Management
(30% of STI)
The Committee reviewed the performance realized by the member of the Board of
Management with respect to ten equally weighted and pre-defined personal, non-financial
and sustainability performance objectives, representing 30% of the potential total STI
bonus, which are set forth below along with achievements against such objectives in 2025.
Pre-defined non-financial performance objectives Weighting Achievements 2025 Level of
Vesting
• Update Besi’s Strategic Review and the
initiatives related thereto.
• Identify resources, expenditures and
timescale to carry out these initiatives and
review quarterly with the Supervisory Board.
• The Strategic Review should include
competitive analysis.
10% • Successful navigation of industry downturn at attractive profitability levels aided by the execution of Besi’s
advanced packaging product strategy and strategic cost initiatives.
• Strategic Plan updated to include 2025-2029 period with new revenue and cost initiatives and targets set to drive
Besi’s growth over the next five years.
• Competitive product strategy analysis, market share evaluation, customer opportunities and management
structure were also developed and reviewed.
• Long-term revenue target increased from € 1 billion+++ to a range of € 1.5 – € 1.9 billion.
• Increased collaboration with Applied Materials to enhance Besi’s advanced packaging product strategy.
Max
• Define and investigate potential M&A
roadmap; big picture and adding additional
products.
10% • Several deep dives performed on potential M&A candidates, particularly in wafer level assembly.
• Updated Strategic Plan also identified acquisition and strategic collaboration opportunities.
Max
• Progress on product strategy. 10% • Expanded R&D investment continues. Spending increased 9.0% versus 2024 and represented 13.7% of revenue in
2025.
• Strategic focus on next generation AI datacenter and photonics applications and next assembly market upcycle.
• Market share increased in Besi’s key addressable markets.
• First 50 nm accuracy hybrid bonding prototype system completed.
• Advanced TC bonder (TC Next) developed with 5µm bump pad pitch at 700 nm placement accuracy.
• First production orders received for TC Next systems from multiple customers and end-user markets.
• First production shipments to multiple customers of new flip chip system with higher accuracy and throughput for
mainstream mobile and computing applications.
• Development of sub-micron accuracy multi module die attach system for advanced photonics assembly scheduled
for introduction in the first half of 2026.
• First flip chip system orders for CMOS Image Sensor ("CIS") advanced cameras.
• Successfully completed enhancements as per plan for next generation platforms in anticipation of 2026 market
upcycle.
• Gross margin of 63.3% achieved in 2025. Confirms Besi’s leading market position in advanced packaging.
• Technology Advisory Board actively involved in evaluation of product strategy and advancements to Besi’s AI
strategy.
Max
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Pre-defined non-financial performance objectives Weighting Achievements 2025 Level of
Vesting
• Implement Management Development and
Succession Planning for CEO, Management
Team and key staff, including top performers.
• Review with the Supervisory Board.
10% • Overall management succession plan reviewed bi-annually including key staff related thereto.
• Management organization reviewed in detail as part of the Strategic Plan update 2025-2029. The update identified
personnel requirements and management resources necessary to achieve growth targets.
• No vacancies in senior management at year end 2025.
• Specific succession topics and planning for the Board of Management and Management Team members discussed
with the Supervisory Board.
Max
• Implement the 2025 hybrid bonding and
thermo compression bonding R&D programs
(below 10 nm) for major customers.
• Continue to assess requirement, timescales
and expenditures and report regularly on
these important programs.
• Include assessment of account penetration.
10% • Installation of 130+ hybrid bonders in the field. Cumulative orders of 150+ systems. Customer adoption expanded to
18 customers.
• New hybrid bonding customer use cases identified for ASIC and co-packaged optics applications.
• New hybrid bonding orders received from logic and memory manufacturers, foundries, research institutes and
assembly subcontractors.
• First 50 nm accuracy hybrid bonding prototype system completed.
• Six integrated hybrid bonding production lines incorporating 30 hybrid bonders installed at a leading logic customer
in collaboration with Applied Materials.
• Advanced TC Next bonder developed with 5µm bump pad pitch at 700 nm placement accuracy.
• First production orders received for TC Next systems from multiple customers, research institutes and end
markets.
• Customer service and support capabilities significantly expanded consistent with installed base growth.
• Doubled cleanroom capacity in Malaysia and advanced packaging capabilities in Singapore in support of hybrid
bonding and TC Next growth.
Max
Hybrid bonding:
• Continue roll-out hybrid bonding to logic and
memory applications.
• Develop partnership with Applied Materials to
next level, installing integrated tools at major
customers.
• Extend customer application lab for hybrid
bonding and thermo compression bonding.
10% Max
• Further enhance sustainability strategy as
presented in our Annual Report 2024.
• Prepare for reporting based on CSRD.
• Prepare a plan to meet the Net Zero
commitment as set out in the Annual Report.
10% • Significant progress achieved versus Besi’s 2026 sustainability targets.
• Successful preparation of ESRS aligned report for second consecutive year.
• Scope 1 & 2 and 3 emission intensity ratios declined by 16.7% and 4.1%, respectively, versus 2024.
• Reduction in absolute Scope 1 & 2 and 3 GHG emissions levels and fuel consumption.
• Design-to-X initiative significantly reduced energy consumption of three die bonding system platforms.
Full benefits to be realized in 2026.
• Sustainability ratings improved with Sustainalytics, S&P Global and CDP.
• Besi Netherlands gained ISO 45001 certification. Seven of eight Besi operations now fully compliant.
• Employee survey indicated high levels of participation and engagement. Nine of ten categories equal to or above
high-tech norm.
• Improvement in all supply chain engagement indicators versus 2024.
Max
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OTHER
INFORMATION
Pre-defined non-financial performance objectives Weighting Achievements 2025 Level of
Vesting
• People/wellbeing: employee health and
safety, employee development and
engagement, inclusion and diversity.
10% • No fatalities in 2025. Two safety incidents both in 2025 and 2024.
• % of female managers increased to 19% versus 18% in 2024.
Max
• Responsible business: ethics and compliance,
responsible supply chain, community impact,
tax practices.
10% • No reported violations of Besi’s Code of Conduct.
• Improved performance versus responsible supply chain targets.
• Purchase volume to Sign General Work Agreement or General Procurement Contract increased from 64% in 2021 to
79% in 2025.
• Purchase volume Conflict to sign Free Sourcing Initiative increased from 66% in 2021 to 73% in 2025.
• Participated in several community outreach projects.
• Compliant with tax obligations where factual economic activities take place.
Max
• Capital allocation: optimize shareholder value
through dividends, share repurchases,
acquisitions and external financing.
10% • Capital allocation of € 254.8 million. € 2.4 billion distributed since 2011 (including the dividend proposed for 2025)
representing 33.5% of total revenue.
• € 100 million share repurchase program completed in October 2025.
• New € 60 million share repurchase plan initiated in October 2025.
• Dividend proposed of € 1.58 per share for the year 2025. Represents approximately 95% payout ratio.
• Successful conversion into equity of remaining 0.75% Senior Convertible Notes due 2027.
• Attractive return on average equity of 28.7% in 2025 maintained despite extended assembly market downturn.
• Five-year average return on average equity of 39.5% based on organic growth and effective capital allocation
program.
• Significant improvement in shareholder value. Over past three years, Besi market value has increased by 139% to
€ 10.6 billion as per end of 2025.
• TSR of 3%, 155%, 216% and 2,076% over past one, three, five and ten years, respectively. Share price increased by
68% in 2025 post April low point.
• Shareholder value also enhanced via increased shareholder outreach including research coverage by 22 analysts
and an increased number of investor conferences, fireside chats, site visits and research and investor calls during
the year.
Max
STI Non-financial performance TOTAL 100% Max
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FINANCIAL
STATEMENTS 2025
OTHER
INFORMATION
5. Long-Term Incentive (annual conditional award of performance shares)
Granting of the 2025-2027 LTI shares
The at-target number of conditional performance shares awarded was calculated using
200% of the gross annual base salary of the member of the Board of Management divided
by Besi’s average closing share price for all trading days in the last calendar quarter of the
year immediately preceding the start of the three-year performance period.
The number of shares that will actually vest will be based on the following predetermined
performance conditions three years subsequent to the initial award date:
(i)
Net income as a percentage of revenue (50% of LTI).
The targets set are <5% (0%
vesting), 5%-11.7% (0-50% vesting) and 11.7%-15% (50-100% vesting) for minimum,
target and maximum performance, respectively.
(ii)
Besi’s share price development versus the TSR comparator group of 21 listed companies
operating in the semiconductor equipment industry (50% of LTI).
Vesting does not
begin until median performance is met. The targets are: Rank 11 (37.5% vesting), Rank
10-4 (37.5%-100% vesting) and Top 3 (100% vesting) for minimum, target and maximum
performance, respectively. The actual vesting percentage will be based on linear
extrapolation between these ranks.
(iii) The Long-Term Incentive is subject to continued employment.
Outstanding conditional grants made on an annual basis are as follows:
Conditional grants outstanding
as of December 31, 2025
Performance period
2025-2027 2024-2026 2023-2025
Conditionally awarded at target 15,827 12,350 20,604
Average share price Q4 preceding year (€) 113.73 113.36 55.21
Year of vesting 2028 2027 2026
Range of shares potential vesting (0-200%/150%) 0-31,654 0-24,700 0-30,906
Vesting of the 2023-2025 LTI shares
Vesting of the 2023-2025 LTI shares was based on the following factors:
Target Net Income as
% of revenue
over 3 years
(50% of LTI)
Vesting
percentage
Besi TSR
ranking
relative to
comparator
group (50% of
LTI)
Vesting
percentage*
Total LTI
award
vesting
percentage
Maximum 11.7%-15% 50-75% Top 3 75%
Target 5%-11.7% 0-50% Rank 6 50%
Minimum < 5% 0% Rank 12 25%
Rank 13 - 20 0%
Actual 27.6% 75% Rank 4 66.7% 141.7%
* Vesting percentage based on linear extrapolation between Top 3, Rank 6 and Rank 12 levels.
As a result, 141.7% of the 20,604 shares (29,196 shares) related to the 2023 performance
share award will vest on April 23, 2026 subject to the member of the Board of Management’s
continued employment until such date. The vested shares are subject to a two-year lock-
up period except for those shares necessary to be sold to cover any withholding/income
tax liabilities arising therefrom.
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FINANCIAL
STATEMENTS 2025
OTHER
INFORMATION
The following table presents the shares awarded or due to the member of the Board of
Management for the last five reported financial years and unvested or subject to a holding
period as of December 31, 2025:
Information regarding the reported financial year
The main conditions of share award plans Opening
balance
During the year Closing balance
Name of
Director,
position
Specification
of plan
Performance
period
Award
date
Vesting
date
End of
holding
period
Shares
awarded
at the
beginning
of the year
Shares
awarded
Performance
adjustments
Shares
vested
Shares
subject to a
performance
condition
Shares
awarded and
unvested at
year end
Shares
subject to
a holding
period
R.W. Blickman,
CEO
2021 add. PSP Jan 21, 2021 Jan 21, 2021 Jan 21, 2026 – – – – – – 100,000
2021 PSP Jan 1, 2021 -
Dec 31, 2023
Apr 30, 2021 Apr 25, 2024 Apr 25, 2026 – – – – – – 35,620
2022 add. PSP Jan 20, 2022 Feb 17, 2022 Feb 17, 2027 – – – – – – 70,000
2022 PSP Jan 1, 2022 -
Dec 31, 2024
Apr 29, 2022 Apr 23, 2025 Apr 23, 2027 18,565 – – 18,565 – – 18,565
2023 add. PSP Jan 19, 2023 Jan 19, 2023 Jan 19, 2028 – – – – – – 88,020
2023 PSP Jan 1, 2023 -
Dec 31, 2025
Apr 26, 2023 Apr 23, 2026 Apr 23, 2028 20,604 – 8,592 – 29,196 29,196 –
2024 add. PSP Jan 25, 2024 Jan 25, 2024 Jan 25, 2029 – – – – – – 70,000
2024 PSP Jan 1, 2024 -
Dec 31, 2026
Apr 25, 2024 AGM 2027 AGM 2027 +
2 years
12,350 – – – 12,350 12,350 –
2025 PSP - STI Jan 1, 2025 -
Dec 31, 2027
Apr 23, 2025 Apr 23, 2025 Apr 23, 2030 – 26,074 – 26,074 – – 26,074
2025 PSP Jan 1, 2025 -
Dec 31, 2027
Apr 23, 2025 AGM 2028 AGM 2028 +
2 years
– 15,827 – – 15,827 15,827 –
Total 51,519 41,901 8,592 44,639 57,373 57,373 408,279
Clawback and ultimate remedium
In accordance with Dutch law and the Remuneration Policy, the Short-Term Incentive and
Long-Term Incentive components for the member of the Board of Management are subject
to clawback provisions and ultimate remedium clauses. During 2025, no circumstances
were identified by the Supervisory Board that could result in any adjustments or clawback.
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STATEMENTS 2025
OTHER
INFORMATION
Remuneration of the Board of Management
Remuneration of the member of the Board of Management recognized by the Company in
its Financial Statements for the years ended December 31, 2025 and December 31, 2024
was as follows:
(€, except for performance shares) Year ended December 31,
2025 2024
Base salary 900,000 700,000
Annual cash bonus 1,350,000 1,050,000
Other benefits
1
330,773 273,133
Total cash benefits 2,580,773 2,023,133
Annual equity bonus 3,150,000 2,450,000
Equity compensation benefits: Incentive Plan
2
2,097,905 1,762,781
Total remuneration, excluding discretionary elements 7,828,678 6,235,914
Equity compensation benefits: additional performance shares related
to prior year
3
- 10,419,500
Total remuneration 7,828,678 16,655,414
Conditional performance shares awarded
4
15,827 12,350
1
Other benefits include expense compensation, medical insurance, employer social security contributions and for 2025 and
2024, a taxable pension allowance of € 288,000 and € 230,360, respectively.
² Expenses recognized in 2025 and 2024 for performance shares awarded from 2021 to 2025 made under the Incentive Plan
as determined in accordance with IFRS.
³ Expenses recognized in 2024 for the additional performance share award of 70,000 shares which vested on January 25,
2024 as determined in accordance with IFRS.
⁴ Performance shares for 2025 and 2024 may vest in 2028 and 2027, respectively, subject to continued service and actual
performance during the performance period 2025-2028 and 2024-2027, respectively.
Other remuneration information
The actual cash remuneration paid by the Company to the member of the Board of
Management and the value of the vested equity remuneration for the member of the Board
of Management for the years ended December 31, 2025 and 2024 were as follows:
(€) Year ended December 31,
2025 2024
Base salary 900,000 700,000
Fringe benefits 330,773 273,133
Total fixed remuneration 1,230,773 973,133
One-year variable 4,500,000 13,919,500
Equity compensation benefits: Incentive Plan 4,194,280 4,844,320
Total variable remuneration 8,694,280 18,763,820
Total remuneration 9,925,053 19,736,953
Proportion of fixed and variable remuneration 12%/88% 5%/95%
The difference between the total remuneration of the member of the Board of Management
in 2025 as recognized in the Company’s Financial Statements (€ 7,828,678) and the actual
cash remuneration paid and the value of the vested equity remuneration for the member
of the Board of Management (€ 9,925,053) was primarily due to the share price appreciation
experienced between the grant date and vesting date used for determining the value of LTI
share-based compensation.
Loans
At the end of 2025, no loans, advances or guarantees were provided or outstanding to the
member of the Board of Management in accordance with the Remuneration Policy.
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OTHER
INFORMATION
Summary compensation and key performance metrics 2021-2025
The following table presents the items used to evaluate remuneration and company
performance over the last five reported financial years:
Year ended December 31,
2025 2024 2023 2022 2021
Director’s actual cash remuneration and value of equity remuneration
R.W. Blickman, CEO Board of Management (€) 9,925,053 19,736,953 10,461,238 9,383,482 8,698,528
Annual change -50% 89% 11% 8% 23%
Company performance
Net income as % of revenue 22.3% 30.0% 30.6% 33.3% 37.7%
Total shareholder return (base 2018 = 100%) 930% 900% 913% 365% 457%
Average actual cash remuneration and value of equity remuneration
Employees of the Company, excluding CEO (€ thousands) 84.0 90.1 80.4 73.6 70.8
Annual change -7% 12% 9% 4% 4%
Internal pay ratio* 93 196 115 115 128
* The internal pay ratio is calculated based on the annual total remuneration of the CEO relative to the average annual remuneration of the employees of the Company as reported in accordance with
IFRS and in accordance with the requirements under the Dutch Corporate Governance Code. The Remuneration Committee noted that certain factors influence the internal pay ratio. The internal
pay ratio of 93 in 2025 decreased as compared to 2024 as the total 2024 remuneration of the CEO as reported in accordance with IFRS included equity compensation benefits for additional
performance shares related to prior year of € 10.4 million. The Remuneration Committee does not have a preferred ratio as the internal pay ratio is mainly affected by the value of the equity
compensation awarded to the CEO and as such is significantly influenced by Besi’s share price performance. Consequently, the remuneration of employees and the CEO should be aligned with
applicable internal and external references for the relative weight of the position, responsibilities and performance.
Shares held by members of the Board of Management
Members of the Board of Management are expected to hold Besi shares as a long-term
investment to better align their interests with those of shareholders. As per the 2024
Remuneration Policy, the Chairman of the Board of Management is expected to hold shares
in an amount equal to three times his base salary (or € 2,700,000 based on his 2025 salary).
Other members of the Board of Management are expected to hold shares in an amount
equal to two times their base salary. The table below shows the holdings of the member of
the Board of Management as of December 31, 2025:
Board of Management 2025 base salary in € Number of shares held Ownership ratio*
R.W. Blickman 900,000 1,492,357 222x
* The ownership ratio is calculated based on the number of shares held by the member of the Board of Management
multiplied by Besi’s share price at December 31, 2025 and then divided by his base salary.
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OTHER
INFORMATION
Remuneration members of the Supervisory Board
The remuneration of the members of the Supervisory Board is reviewed on an annual basis.
During the year under review, no changes were made to Supervisory Board fee levels.
The current remuneration of Supervisory Board members is as follows:
• Member of the Supervisory Board, including committee membership(s): € 86,750.
• Member of the Supervisory Board and Chair of a committee: € 91,750.
• Chair of the Supervisory Board: € 113,125.
• Meeting attendance fees, including conference calls: None.
The members of the Supervisory Board are not entitled to any performance or equity
related compensation and are not entitled to any pension allowance or contribution.
The total cash remuneration of the members of the Supervisory Board for the five years
ended December 31, 2025 was as follows, as reported by the Company:
(€) Year ended December 31,
2025 2024 2023 2022 2021
R. Norbruis – Chair 113,125 113,125 52,800 – –
N. Hoek – Member and Chair Audit Committee 91,750 91,750 66,000 66,000 66,000
C. Bozotti – Member and Chair Remuneration Committee 91,750 91,750 66,000 66,000 64,900
E. Eckstein – Member and Chair Nomination Committee 91,750 91,750 66,000 64,900 20,900
L. Oliphant – Member 86,750 86,750 68,700 62,700 41,800
Former members of the Supervisory Board:
L.J. Hijmans van den Bergh – – 25,800 79,200 79,200
D.J. Dunn – – – – 22,000
M. ElNaggar – – – – 41,800
Total remuneration 475,125 475,125 345,300 338,800 336,600
Loans
At the end of 2025, no loans, advances or guarantees were outstanding for any member of
Besi’s Supervisory Board.
Report of the Supervisory Board
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STATEMENTS 2025
OTHER
INFORMATION
Report of the Supervisory Board
Annual Report
Besi is pleased to present its 2025 Annual Report prepared by the Board of Management.
The Annual Report includes Besi’s Financial Statements as prepared by the Board of
Management for the financial year ended December 31, 2025. At its meeting on February 18,
2026, the Supervisory Board approved these Financial Statements. EY Accountants B.V.
(“EY”), independent external auditors, duly examined the 2025 Besi Financial Statements
and issued an unqualified opinion thereon.
The Supervisory Board recommends that the General Meeting of Shareholders adopts the
2025 Financial Statements as submitted by the Board of Management and approved by the
Supervisory Board. The Board of Management, with the approval of the Supervisory Board,
has also submitted a proposal to declare a cash dividend of € 1.58 per share for the year
ended December 31, 2025.
Supervision
Besi has a two-tier board structure consisting of a Board of Management and a Supervisory
Board that is responsible for supervising and guiding the Board of Management. The Board
of Management is currently comprised of one member, Mr Richard Blickman. The
Supervisory Board is currently comprised of five members, all of whom are considered
independent within the meaning of best practice provision 2.1.8 of the Dutch Corporate
Governance Code. In the opinion of the Supervisory Board, the independence requirements
referred to in best practice provisions 2.1.7 to 2.1.9 (inclusive) of the Dutch Corporate
Governance Code have been fulfilled.
Name
Year first
appointed
Year
reappointed
Term end
Mr Richard Norbruis (Chair) 2023 – 2027
Mr Niek Hoek 2018 2022 2026
Mr Carlo Bozotti 2018 2022 2026
Dr Laura Oliphant 2021 2025 2029
Ms Elke Eckstein 2021 2025 2029
The Supervisory Board will propose to reappoint each of Mr Niek Hoek and Mr Carlo Bozotti
as Supervisory Board members for two-year terms at Besi’s Annual General Meeting of
Shareholders on April 23, 2026.
Composition
The Supervisory Board considers its composition to be aligned with its objective for an
adequate mix of knowledge and experience amongst its members in relation to the
technological and global character of Besi’s business as well as an adequate level of
knowledge and experience in financial, economic, technical, social and legal aspects of
international business and government and public administration. The Supervisory Board
believes that it has the requisite expertise, background, competencies and independence
to carry out its duties properly and that all members have sufficient time to spend on their
respective duties and responsibilities.
The Supervisory Board has a diverse composition in terms of experience, expertise, cultural
or other background, competencies, education, gender identity, age and nationality. The
current Supervisory Board male/female ratio of 60/40 is in compliance with Dutch law. The
qualifications of a particular person and the requirements for the position shall in principle
always prevail over all other factors and considerations when filling a vacancy unless
otherwise required by Dutch law.
Meetings and attendance
In 2025, the Supervisory Board held six meetings (four in-person and two virtually). The
Board of Management also organized two virtual update meetings for the Supervisory
Board during the year. In addition, the Supervisory Board visited Besi’s facilities in
Switzerland, Malaysia and Singapore and met with local management.
During the year, the Audit Committee held four meetings to discuss the topics set forth
below and the scope and results of EY’s audit of the Financial Statements. EY attended
two meetings of the Audit Committee in 2025. The Audit Committee separately met with
EY once without the presence of the member of the Board of Management.
The Remuneration Committee met once in 2025 and the Nomination Committee met twice
in 2025 to discuss the topics set forth below. The member of the Board of Management
was not present during the Remuneration Committee meeting and Nomination Committee
meetings.
Meeting attendance by individual Supervisory Board members was as follows:
Name Supervisory
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
Mr Richard Norbruis 6/6 4/4 1/1 2/2
Mr Niek Hoek 6/6 4/4 1/1 2/2
Mr Carlo Bozotti 6/6 4/4 1/1 2/2
Dr Laura Oliphant 6/6 4/4 1/1 2/2
Ms Elke Eckstein 6/6 4/4 1/1 2/2
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OTHER
INFORMATION
Supervisory Board meeting topics
Key topics discussed by the Supervisory Board during 2025 included:
Strategic
• Semi-annual reviews of current strategic planning initiatives and the principal risks
associated therewith as well as the implementation of Besi’s long-term sustainable
value creation strategy.
• Review of an updated strategic plan for the period 2025-2029 by the Board of Management
with the aid of a third-party consultant.
• Besi’s technology roadmap and related research and development programs including a
joint meeting with the CEO and the Technology Advisory Board.
• Potential strategic alliances and acquisitions.
• The hybrid bonding joint development agreement with Applied Materials.
• Sustainability-related topics including a review of Besi’s current policies, strategies and
performance more fully discussed in our Sustainability Statement in this Annual Report.
• Compliance with the CSRD and progress related thereto.
• Status updates related to Besi’s strategic plan initiatives.
Financial
• Besi’s annual budget as well as quarterly revised estimates related thereto.
• Quarterly business reviews and a review and discussion of Besi’s 2026 annual budget
with the Board of Management and senior management.
• Besi’s capital allocation policy including the payment of € 172.8 million in cash dividends
in May 2025, the completion of a € 100 million share repurchase program in October 2025
and the initiation of a new € 60 million share repurchase program effective October 24,
2025.
• The call for redemption and conversion into ordinary shares of the remaining principal
amount of Besi’s 0.75% Convertible Notes due 2027 in December 2025.
• The refinancing of the revolving credit facility renewed at January 7, 2026.
Operations
• The general risks associated with Besi’s operations.
• The progress of Besi’s product strategy for its sub-micron accuracy hybrid bonding and
thermo compression bonding systems for AI applications.
• The progress of Besi’s development programs for its other advanced packaging systems
including new product introductions and enhancements to Besi’s current portfolio for
mobile, photonics and datacenter applications.
• The ongoing execution of cost reduction initiatives to reduce overhead levels.
• The expansion in 2025 of our Malaysian cleanroom production capacity and Singaporean
advanced packaging support capabilities and an expansion of our Vietnam production
facility.
• The ongoing operational development of Besi’s processes, procedures, ERP and IT
systems.
• The assessment and review provided by the Board of Management of the structure and
operation of Besi’s internal control and risk management systems as well as any
significant changes thereto.
Governance
• The functioning and performance evaluation of the Board of Management, Supervisory
Board, Audit Committee, Remuneration Committee and Nomination Committee and the
individual members of the Supervisory Board.
• A self-assessment conducted by the Supervisory Board (without the presence of the
member of the Board of Management), the results of which concluded that there is a
proper mix of background and skills at the Supervisory Board level and that the
Supervisory Board works well as a team with open and direct communication.
• Succession planning and related career development programs for members of senior
management and key Besi staff.
• The remuneration of the Board of Management and the Remuneration Report.
• The compensation of the Supervisory Board.
Capital allocation policy
The Board of Management is responsible for Besi’s optimal capital allocation and has
adopted a policy which aims to enhance shareholder returns via dividends and share
repurchases.
Due to Besi’s earnings and cash flow generation in 2025, the Board of Management, with
the approval of the Supervisory Board, will propose a cash dividend to shareholders equal
to € 1.58 per share for 2025 for approval at Besi’s Annual General Meeting of Shareholders
on April 23, 2026.
On August 31, 2024, Besi announced a € 100 million share repurchase program effective
September 1, 2024. Under the program, Besi repurchased a total of 870,825 of its ordinary
shares between September 1, 2024 (inception) and October 21, 2025 (completion) at an
average price of € 114.83, representing an aggregate amount of € 100 million. On October
23, 2025, Besi announced a new € 60 million share repurchase program effective October
24, 2025. The program is aimed at general capital reduction purposes and to help offset
dilution related to Besi’s Convertible Notes and shares issued under employee stock plans.
It is funded using available cash resources and is expected to be completed by October
2026. Besi repurchased a total of 83,323 of its ordinary shares between October 24, 2025
(inception) and December 31, 2025 under the new plan at an average price of € 135.31
representing an aggregate amount of € 11.3 million.
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Supervisory Board committees
The Supervisory Board has established three committees, the Audit Committee, the
Remuneration Committee and the Nomination Committee. These committees operate
under the terms of reference approved by the Supervisory Board.
Audit Committee
The Audit Committee consists of all Supervisory Board members. The Chair is
Mr Niek Hoek who is considered a financial expert. The Audit Committee fulfills its
responsibilities by carrying out the activities enumerated under its terms of reference
including assistance provided to the Supervisory Board in fulfilling its oversight
responsibilities in its review of:
• The effectiveness of Besi’s internal control and risk management systems and the
internal audit function as described under Risk Management and in the chapter Internal
control and risk management under Corporate Governance in this Annual Report,
including the way of substantiating the statement meant in provision 1.4.3 of the Dutch
Corporate Governance Code.
• The analysis and assessment provided by the Board of Management of the structure and
operation of Besi’s internal control and risk management systems and any significant
changes thereto.
• Besi’s capital structure, financing and treasury operations.
• Besi’s European and global tax structure and transfer pricing policy including, in
particular, developments affecting fiscal Base Erosion and Profit Shifting (“BEPS”).
• Auditing, accounting and financial reporting processes and critical accounting policies,
new accounting pronouncements and the further development of International Financial
Reporting Standards as adopted by the EU (“IFRS”).
• Auditing, accounting and reporting of non-financial sustainability reporting.
• The quality of work, reporting, expertise and independence of EY, Besi’s independent
external auditor, on a regular basis including, in particular, the appropriateness of non-
audit services provided.
• The terms of EY’s engagement including the scope of the audit, the materiality thresholds
to be used and the audit fee.
• The approval of non-audit/assurance services by EY.
• The receipt, retention and treatment of complaints and the anonymous submission of
confidential concerns by employees involving accounting matters on the basis of Besi’s
Whistleblower procedure, which can be found on the Company’s website:
www.besi.com.
• IT deployment including ongoing enhancements to Besi’s global ERP system.
• Besi’s cyber security profile including risks and measures available to counter the rising
threat of cybercrime and cyber terrorism.
The Audit Committee's terms of reference are posted on Besi’s website: www.besi.com.
Remuneration Committee
The Remuneration Committee consists of all Supervisory Board members. The Chair of the
Remuneration Committee is Mr Carlo Bozotti. It has the following responsibilities with
respect to remuneration for which it fulfills its obligations by:
• The proposal to the Supervisory Board of the Remuneration Policy to be pursued.
• The review and proposal on an annual basis of the goals and objectives related to the
remuneration of the Board of Management.
• The proposal to the Supervisory Board for the remuneration of the Board of Management
within the scope of the Remuneration Policy as adopted by the General Meeting of
Shareholders. Such proposal shall, in any event, deal with:
• The strategic objectives for the implementation of long-term sustainable value
creation.
• The remuneration structure.
• The amounts of the fixed and variable remuneration components and the ratio thereof.
• The financial and personal performance criteria used.
• The development of the market price of the ordinary shares.
• The scenario analyses carried out.
• Company-wide pay ratios.
• The terms and conditions governing conditional share awards or share options.
• The overall compliance with the requirements imposed by the Dutch Civil Code and the
Dutch Corporate Governance Code.
• Overseeing Besi’s equity incentive plans.
• Preparing the Remuneration Report.
The Remuneration Committee’s terms of reference are posted on our website:
www.besi.com.
Remuneration Report
The Remuneration Report is included in a separate section of this Annual Report.
The Nomination Committee
The Nomination Committee consists of all Supervisory Board members. The Chair of the
Nomination Committee is Ms Elke Eckstein. It has the following responsibilities with
respect to the selection and nomination of Supervisory Board members and members of
the Board of Management for which it fulfills its obligations by:
• Determining selection criteria and appointment procedures for Supervisory Board
members and members of the Board of Management.
• Periodically assessing the size and composition of the Supervisory Board and the Board
of Management and making proposals for the composition profile of the Supervisory
Board.
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• Periodically assessing the functioning of individual Supervisory Board members and
members of the Board of Management and providing reports to the Supervisory Board.
• Creating and updating succession plans for Supervisory Board members and members of
the Board of Management.
• Making proposals for appointments and reappointments.
• Supervising the policy of the Board of Management on selection criteria and appointment
procedures for senior management.
The Nomination Committee’s terms of reference are posted on our website:
www.besi.com.
Corporate governance
The Supervisory Board acknowledges the importance of good corporate governance, the
most important elements of which are transparency, independence and accountability. It
continuously reviews important corporate governance developments. Reference is made
to the Corporate Governance section of this Annual Report. Deviations from the Dutch
Corporate Governance Code are explained in that section.
The Supervisory Board would like to express its thanks and appreciation to all involved for
their hard work and dedication to Besi in 2025. In particular, we would like to thank
management and employees for their actions taken this year to help Besi achieve an
excellent performance in a challenging industry environment.
The Supervisory Board
Richard Norbruis, Chair
February 18, 2026
Board of Management, Supervisory Board
and Technology Advisory Board Members
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Board of Management, Supervisory Board and Technology Advisory Board Members
Board of Management
Richard W. Blickman (male, 1954)
Dutch nationality
Appointed since 1995
Chief Executive Officer, Chairman of the
Board of Management
Supervisory Board
Richard Norbruis (male, 1957)
Chair
Dutch nationality
Member since 2023
Current term 2023 – 2027
Partner at Norbruis Clement Advocaten
Additional functions
Chairman of Stichting Administratie-
kantoor van gewone aandelen A Van
Lanschot Kempen.
Carlo Bozotti (male, 1952)
Italian and Swiss nationality
Member since 2018
Current term 2022 – 2026
Industrial Partner of FSI, private equity
firm
Additional functions
Non-executive member of the board of
directors of Nice S.p.A. and Polar
Semiconductor, LLC.
Elke Eckstein (female, 1964)
German nationality
Member since 2021
Current term 2025 – 2029
Non-executive member of the board of
directors of Jenoptik, KK Wind, Saferoad
and ViaCon.
Niek Hoek (male, 1956)
Dutch nationality
Member since 2018
Current term 2022 – 2026
Managing director of Brandaris Capital
Holding B.V.
Additional functions
Chairman of the Supervisory Boards of
Anthony Veder Group N.V. (Netherlands
Antilles) and Cabka N.V., Chairman of the
Board of Stichting Preferente Aandelen
Nedap.
Laura Oliphant (female, 1963)
American nationality
Member since 2021
Current term 2025 – 2029
Managing Partner of Serendibite Partners
Additional functions
Non-executive member of the board of
directors of Aehr Test Systems and USA
Triathlon.
The Supervisory Board has formed the
following committees:
Audit Committee
Members: Niek Hoek (Chair), Carlo
Bozotti, Elke Eckstein, Richard Norbruis
and Laura Oliphant
Nomination Committee
Members: Elke Eckstein (Chair), Carlo
Bozotti, Richard Norbruis, Niek Hoek and
Laura Oliphant
Remuneration Committee
Members: Carlo Bozotti (Chair), Elke
Eckstein, Richard Norbruis, Niek Hoek
and Laura Oliphant
From left to right: Carlo Bozotti, Elke Eckstein, Niek Hoek, Richard Norbruis,
Laura Oliphant and Richard Blickman.
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Technology Advisory Board
Marvin D. Liao (male, 1955)
Formerly VP Operations/Advanced Packaging Technology and Service of TSMC.
Frits van Hout (male, 1960)
Formerly Executive Vice President and Chief Strategy Officer of ASML.
Vincent DiCaprio (male, 1966)
Vice President at Applied Materials and Head of Business and Corporate Development for
its Heterogeneous Integration and ICAPS Business Unit.
Mostafa A. Aghazadeh (male, 1959)
Formerly Advanced Packaging Technology & Manufacturing Executive at Intel.
From left to right: Frits van Hout, Mostafa A. Aghazadeh, Vincent DiCaprio and
Marvin D. Liao.
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Financial Statements 2025
Consolidated Statement of Financial Position 193
Consolidated Statement of Operations
194
Consolidated Statement of Comprehensive Income 194
Consolidated Statement of Changes in Equity 195
Consolidated Statement of Cash Flows 196
Notes to the Consolidated Financial Statements 197
Parent Company Balance Sheet 242
Parent Company Statement of Income and Expense 243
Notes to the Parent Company Financial Statements 244
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Consolidated Statement of Financial Position
(€ thousands) | Note | December 31, | December 31, |
| 2025 | 2024 | ||
| Assets | |||
Cash and cash equivalents | 3 | ||
Deposits | 4 | ||
Trade receivables | 5 | ||
Inventories | 6 | ||
Income tax receivable | |||
Other receivables | 7 | ||
Prepayments | 8 | ||
Total current assets | |||
Property, plant and equipment | 9 | ||
Right of use assets | 20 | ||
Investment property | 10 | ||
Goodwill | 11 | ||
Other intangible assets | 12 | ||
Deferred tax assets | 30 | ||
Other non-current assets | 13 | ||
Total non-current assets | |||
Total assets |
(€ thousands) | Note | December 31, | December 31, |
| 2025 | 2024 | ||
| Liabilities and equity | |||
Bank overdraft | |||
Current portion of long-term debt | 19 | ||
Trade payables | 15 | ||
Income tax payable | |||
Provisions | 16 | ||
Lease liabilities | 20 | ||
Other payables | 17 | ||
Other current liabilities | 18 | ||
Total current liabilities | |||
Long-term debt | 19 | ||
Lease liabilities | 20 | ||
Deferred tax liabilities | 30 | ||
Provisions | 21, 26 | ||
Other non-current liabilities | 18 | ||
Total non-current liabilities | |||
Share capital | 22 | ||
Share premium | |||
Retained earnings | |||
Other reserves | 22 | ||
Equity attributable to owners of the Company | |||
Total liabilities and equity |
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Consolidated Statement of Operations Consolidated Statement of Comprehensive Income
| (€ thousands, except share and per share | Note | Year ended December 31, | |
| data) | 2025 | 2024 | |
Revenue | 24, 25 | ||
Cost of sales | |||
Gross profit | |||
Selling, general and administrative expenses | |||
Research and development expenses | |||
Total operating expenses | |||
Operating income | |||
Financial income | 29 | ||
Financial expense | 29 | ( | ( |
Financial income (expense), net | ( | ( | |
Income before income tax | |||
Income tax expense | 30 | ||
Net income | |||
| Total net income per share | |||
Basic | |||
Diluted¹ | |||
Weighted average number of shares used to compute income per share | |||
Basic | 31 | ||
Diluted | 31 |
¹ The calculation of the diluted income per share for the year 2025 and 2024 assumes the exercise of equity-settled share-
based payments and the conversion of the convertible notes, if dilutive.
(€ thousands) | Year ended December 31, | |
2025 | 2024 | |
Net income | ||
| Other comprehensive income (loss) | ||
Actuarial gain (loss), net of income tax | ( | |
| Items that will not be reclassified | ||
to profit and loss | ( | |
Currency translation differences | ( | |
Unrealized hedging results, net of income tax | ( | |
| Items that may be reclassified subsequently | ||
to profit or loss | ( | ( |
Other comprehensive income (loss), net of income tax | ( | |
Total comprehensive income |
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Consolidated Statement of Changes in Equity
| (€ thousands, | Number of | Share | Share | Retained | Other | Total |
| except for share data) | ordinary | capital | premium | earnings | reserves | share- |
| shares | (Note 22) | holders’ | ||||
| outstanding¹ | equity | |||||
Balance at January 1, 2025 | 81,146,738 | |||||
Currency translation differences | - | ( | ( | |||
Other comprehensive results | - | |||||
Unrealized hedging results | - | |||||
Other comprehensive income for the year | - | |||||
Net income | - | |||||
Total comprehensive income for the year | - | |||||
Dividend paid to owners of the Company | - | ( | ( | |||
Convertible Notes converted into equity | - | |||||
Changes in legal reserve | - | ( | ||||
Equity-settled share-based payments | - | |||||
Purchase of treasury shares | - | ( | ( | ( | ||
Balance at December 31, 2025 | 81,146,738 | |||||
Balance at January 1, 2024 | 81,146,738 | |||||
Currency translation differences | - | |||||
Other comprehensive results | - | ( | ( | |||
Unrealized hedging results | - | ( | ( | |||
Other comprehensive income (loss) for the year | - | ( | ( | |||
Net income | - | |||||
Total comprehensive income (loss) for the year | - | ( | ||||
Dividend paid to owners of the Company | - | ( | ( | |||
Convertible Notes converted into equity | - | |||||
Changes in legal reserve | - | ( | ||||
Equity-settled share-based payments | - | |||||
Purchase of treasury shares | - | ( | ( | |||
Balance at December 31, 2024 | 81,146,738 |
¹ The outstanding number of ordinary shares includes 1,864,953 and 1,834,598 treasury shares at December 31, 2025 and December 31, 2024, respectively.
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Consolidated Statement of Cash Flows
(€ thousands) | Note | Year ended December 31, | |
2025 | 2024 | ||
| Cash flows from operating activities | |||
Income before income tax | |||
| Adjustments to reconcile income before income tax to net cash flows | |||
Depreciation, amortization and impairment | 9, 10, 12, 20 | ||
Share-based payment expense | 26 | ||
Financial expense, net | 29 | ||
| Effects on changes in assets and liabilities | |||
Increase in trade receivables | ( | ( | |
Increase in inventories | ( | ( | |
Increase in trade payables | |||
Changes in provisions | |||
Changes in other working capital | ( | ||
Net cash provided by operations | |||
Interest received | |||
Interest paid | ( | ( | |
Income tax paid | ( | ( | |
Net cash provided by operating activities | |||
| Cash flows from investing activities | |||
Capital expenditures | 9, 12 | ( | ( |
Acquisition of investment property | 10 | ( | |
Capitalized development expenditures | 12 | ( | ( |
Repayment of (investments in) deposits | 4 | ( | |
Net cash provided by (used in) investing activities | ( | ||
| Cash flows from financing activities | |||
Proceeds from (payments of) bank lines of credit | ( | ||
Payments of debt | ( | ||
Proceeds from notes | 19 | ||
Transaction costs related to notes | 19 | ( | |
Payments on lease liabilities | 19, 20 | ( | ( |
Purchase treasury shares | ( | ( | |
Dividend paid to shareholders | ( | ( | |
Net cash provided by (used in) financing activities | ( | ||
Net change in cash and cash equivalents | |||
Effect of changes in exchange rates on cash and cash equivalents | |||
Cash and cash equivalents at beginning of the period | 3 | ||
Cash and cash equivalents at end of the period | 3 |
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Notes to the Consolidated Financial Statements
BE Semiconductor Industries N.V.‘s principal operations are in the Netherlands, Switzerland,
principal executive office is located at Ratio 6, 6921 RW Duiven, the Netherlands . Statutory
seat of the Company is Amsterdam; number at Chamber of Commerce is 09092395.
The Consolidated Financial Statements of BE Semiconductor Industries N.V. for the year
ended December 31, 2025, were authorized for issue in accordance with the resolutions of
the Board of Management and the Supervisory Board on February 18, 2026. The Consolidated
Financial Statements of the Company as at December 31, 2025 will be presented to the
Annual General Meeting of Shareholders for their adoption on April 23, 2026.
The Consolidated Financial Statements are prepared on the basis that the Company will
continue to operate as a going concern.
Ukraine
As a result of the conflict in Ukraine, many countries have imposed, and may continue to
impose, new sanctions on specified Russian entities and individuals. The direct impact to
the Company in 2025 was negligible from a revenue and sourcing perspective as Besi has
no presence in Russia, Ukraine or Belarus. However, the conflict and its direct and indirect
consequences have and may continue to exert a drag on the global economy through
inflation via energy and commodity prices. The Company implemented price increases on
its systems to help compensate for inflationary cost pressures.
Middle East
The tensions in the Middle East have had no direct impact on our Company in 2025, as we
do not maintain a presence in that specific region.
Tariffs
The semiconductor industry is a global marketplace, relying on complex supply chains. Any
change in trade policies including tariffs, import and export controls and the adoption of
other trade barriers by the world’s largest economies could affect Besi’s sales or its
customers’ sales and thereby adversely affect its operating results.
In 2025, geopolitical tensions and trade policy developments intensified which have
further complicated the global trade environment in which Besi operates. For example, the
US administration announced a “baseline” reciprocal tariff of 10% on all US trading partners
effective April 5, 2025, along with higher individual reciprocal tariffs targeting 57 countries.
In response, several countries threatened retaliatory tariffs and took reciprocal measures.
Recent developments in trade and tariff policies reflect broader trends towards increased
regionalization (China versus US versus Europe) which could potentially impact our supply
chains, customer relationships and R&D/IP organization.
The ultimate rate, scope and effect of recent reciprocal tariffs on imports, as well as the
extent to which other countries will impose quotas, duties, tariffs, taxes or other similar
restrictions on imports or exports in the future, remain uncertain. We continue to monitor
and address these developments on a regular basis.
For more information on our evaluation of the potential impact of tariffs on Besi’s business
and results of operations, please refer to the risk factor Trade, political and economic
frictions could adversely affect Besi’s revenue and results of operations in the Risk
Management section. We continue to monitor and address these developments.
Statement of compliance
The Company’s Consolidated Financial Statements have been prepared in accordance with
IFRS Accounting Standards as adopted by the European Union. They also comply with the
financial reporting requirements included in section 9 of Book 2 of the Netherlands Civil
Code, as far as applicable.
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Name | Location and country of | Percentage of | |
| incorporation | ownership | ||
A12 property B.V. | Duiven, the Netherlands | 100%¹ | |
BE Semiconductor Industries Holding GmbH | Radfeld, Austria | 100% | |
BE Semiconductor Industries USA, Inc. | Chandler, Arizona, USA | 100% | |
Besi APac Sdn. Bhd. | Shah Alam, Malaysia | 100%² | |
Besi Austria GmbH | Radfeld, Austria | 100% | |
Besi Korea Ltd. | Seoul, South Korea | 100% | |
Besi Leshan Co., Ltd. | Leshan, China | 100% | |
Besi Netherlands B.V. | Duiven, the Netherlands | 100% | |
Besi North America, Inc. | Chandler, Arizona, USA | 100% | |
Besi Philippines, Inc. | Muntinlupa City, Philippines | 100% | |
Besi (Shanghai) Trading Co., Ltd. | Shanghai, China | 100% | |
Besi Singapore Pte. Ltd. | Singapore, Singapore | 100% | |
Besi Switzerland AG | Steinhausen, Switzerland | 100% | |
Besi Switzerland MM AG | Steinhausen, Switzerland | - | ³ |
Besi (Thai) S&S Ltd. | Bangkok, Thailand | 100%² | |
Besi USA, Inc. | Chandler, Arizona, USA | 100% | |
Cong Ty Tnhh Besi Viet Nam | Ho Chi Minh City, Vietnam | 100% | |
Datacon Beteiligungs GmbH | Radfeld, Austria | 100% | |
Esec China Financial Ltd. | Hong Kong, China | 100% | |
Fico Hong Kong Ltd. | Hong Kong, China | 100% | |
Fico International B.V. | Duiven, the Netherlands | 100% | |
Meco Equipment Engineers B.V. | ‘s-Hertogenbosch, the Netherlands | 100% |
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| Consolidated Statement | Consolidated Statement of | |||
| of Financial Position | Operations and Consolidated | |||
| Statement of Comprehensive Income | ||||
2025 | 2024 | 2025 | 2024 | |
US dollar | 1.17 | 1.04 | 1.13 | 1.08 |
Swiss franc | 0.93 | 0.94 | 0.94 | 0.95 |
Malaysian ringgit | 4.77 | 4.65 | 4.83 | 4.94 |
Chinese renminbi | 8.23 | 7.58 | 8.11 | 7.79 |
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Category | Estimated useful life |
Land | Not depreciated |
Buildings | 15–30 years |
| Leasehold improvements¹ | 1–10 years |
Machinery and equipment | 2–10 years |
Office furniture and equipment | 3–10 years |
| Category | |
Land and buildings | 1–10 years |
Office furniture and equipment | 1–10 years |
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Category | Estimated useful life |
Software | 3–5 years |
Development expenses | 3–7 years |
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Products and services | Nature and timing of satisfaction of performance obligations | ||||||||||
| and significant payment terms | |||||||||||
| Machines, | After | successful | internal | buy-off, | machines | are | shipped | to | |||
| conversion kits | customers and revenue is recognized when the customer takes | ||||||||||
| and upgrades | control | of | the | goods | in | accordance | mutually | agreed | with | ||
| shipment terms. Regular payment terms vary between 30 and | |||||||||||
| 90 days after date of delivery. | |||||||||||
| Installation, start-up, | These | services | are | separate | performance | obligations | and | ||||
| paid services and | revenue is recognized at the moment of performance of these | ||||||||||
| training services | services. Paid services revenue is recognized over the contract | ||||||||||
| after date of delivery. | period. Regular payment terms vary between 30 and 90 days | ||||||||||
Spare parts | Revenue of spare parts is recognized upon transfer of control, | ||||||||||
based | on | the | applicable | shipment | terms. | payment | Regular | ||||
| terms vary between 30 and 90 days after date of delivery. | |||||||||||
Extended warranty | separate | Extended | warranty | is | considered | a | performance | ||||
| obligation. Revenue for extended warranty for a warranty term | |||||||||||
is | excess | the | of | standard | warranty | term | deferred | in | and | ||
| recognized over the term of the extended warranty period. | |||||||||||
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(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Cash at banks | 41,805 | 41,617 |
Deposits | 18,965 | 16,916 |
Money market funds and reverse repos | 312,216 | 283,786 |
Total cash and cash equivalents | 372,986 | 342,319 |
4. Deposits
At December 31, 2025 and 2024, an amount of € 170.0 million and € 330.0 million,
respectively, was placed on deposit for various periods and with initial maturity exceeding
three months. The expected credit loss on deposits is considered immaterial.
(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Trade receivables | 173,992 | 182,135 |
Allowance for expected credit losses | (341) | (273) |
Total trade receivables, net | 173,651 | 181,862 |
(€ thousands) | 2025 | 2024 |
Balance at January 1 | 273 | 472 |
Additions | 90 | 37 |
Usage | (3) | (246) |
Foreign currency translation | (19) | 10 |
Balance at December 31 | 341 | 273 |
(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Raw materials | 28,916 | 33,119 |
Work in progress | 71,272 | 63,398 |
Finished goods | 3,883 | 6,768 |
Total inventories, net | 104,071 | 103,285 |
(€ thousands) | 2025 | 2024 |
Balance at January 1 | 19,557 | 16,661 |
Additions | 1,268 | 2,792 |
Usage | (1,341) | (644) |
Foreign currency translation | (633) | 748 |
Balance at December 31 | 18,851 | 19,557 |
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(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Research and development grants | 11,683 | 15,089 |
Revenue to be invoiced | 6,905 | 1,936 |
VAT receivables | 3,434 | 3,553 |
Interest to be received | 1,815 | 5,808 |
Withholding tax receivables | 1,084 | 425 |
Forward foreign currency exchange contracts | 779 | 581 |
Other | 143 | 349 |
Total other receivables | 25,843 | 27,741 |
8. Prepayments
Prepayments consist of the following:
(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Prepaid licenses | 4,574 | 2,694 |
Prepaid insurances | 406 | 417 |
Prepaid suppliers | 341 | 481 |
Prepaid pensions and social security | 21 | 23 |
Other prepayments | 1,103 | 977 |
Total prepayments | 6,445 | 4,592 |
Prepayments non-current portion | (1,656) | - |
Total current prepayments | 4,789 | 4,592 |
Other prepayments consist of prepaid registration and listing fees, prepaid exhibitions,
prepaid maintenance and other prepayments.
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Property, plant and equipment, net consist of the following:
(€ thousands) | Land, buildings | Machinery | Office | Assets | Total |
| and leasehold | and | furniture and | under | ||
| improvements | equipment | equipment | construction | ||
| Balance at January 1, 2025 | |||||
Cost | 39,540 | 64,218 | 10,782 | 893 | 115,433 |
Accumulated depreciation and impairment | (24,437) | (37,815) | (8,408) | - | (70,660) |
Property, plant and equipment, net | 15,103 | 26,403 | 2,374 | 893 | 44,773 |
| Changes in book value in 2025 | |||||
Capital expenditures | 10,885 | 3,449 | 926 | 201 | 15,461 |
Transfers from / (to) inventory | - | 6,517 | - | - | 6,517 |
Transfers | 712 | 117 | 18 | (847) | - |
Disposals (cost) | - | (253) | (29) | - | (282) |
Disposals (accumulated depreciation) | - | 212 | 29 | - | 241 |
Depreciation | (2,289) | (6,992) | (1,163) | - | (10,444) |
Foreign currency translation | (544) | (1,322) | (119) | - | (1,985) |
Total changes | 8,764 | 1,728 | (338) | (646) | 9,508 |
| Balance at December 31, 2025 | |||||
Cost | 50,044 | 70,010 | 11,503 | 247 | 131,804 |
Accumulated depreciation and impairment | (26,177) | (41,879) | (9,467) | - | (77,523) |
Property, plant and equipment, net | 23,867 | 28,131 | 2,036 | 247 | 54,281 |
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(€ thousands) | Land, buildings | Machinery | Office | Assets | Total |
| and leasehold | and | furniture and | under | ||
| improvements | equipment | equipment | construction | ||
| Balance at January 1, 2024 | |||||
Cost | 37,211 | 52,126 | 9,206 | 1,045 | 99,588 |
Accumulated depreciation and impairment | (21,747) | (32,581) | (7,744) | - | (62,072) |
Property, plant and equipment, net | 15,464 | 19,545 | 1,462 | 1,045 | 37,516 |
| Changes in book value in 2024 | |||||
Capital expenditures | 880 | 8,655 | 1,948 | 463 | 11,946 |
Transfers from / (to) inventory | - | 3,432 | - | - | 3,432 |
Transfers | 326 | 290 | - | (616) | - |
Disposals (cost) | (85) | (695) | (357) | (10) | (1,147) |
Disposals (accumulated depreciation) | 60 | 713 | 356 | - | 1,129 |
Depreciation | (2,070) | (6,225) | (1,085) | - | (9,380) |
Foreign currency translation | 528 | 688 | 50 | 11 | 1,277 |
Total changes | (361) | 6,858 | 912 | (152) | 7,257 |
| Balance at December 31, 2024 | |||||
Cost | 39,540 | 64,218 | 10,782 | 893 | 115,433 |
Accumulated depreciation and impairment | (24,437) | (37,815) | (8,408) | - | (70,660) |
Property, plant and equipment, net | 15,103 | 26,403 | 2,374 | 893 | 44,773 |
(€ thousands) | Year ended December 31, | |
2025 | 2024 | |
Cost of sales | 1,798 | 1,592 |
Selling, general and administrative expenses | 6,470 | 5,849 |
Research and development expenses | 2,176 | 1,939 |
Total depreciation | 10,444 | 9,380 |
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10. Investment property
Investment property, net consists of the following:
(€ thousands) | 2025 |
| Changes in book value | |
Capital expenditures | 5,164 |
Depreciation | (86) |
Total changes | 5,078 |
| Balance at December 31 | |
Cost | 5,164 |
Accumulated depreciation | (86) |
Investment property, net | 5,078 |
The Company’s investment property comprises a mixed-use commercial property, where
the part leased to third parties is recognized as investment property. The Company
acquired the property for € 15.7 million which is recognized as property, plant and equipment
of € 10.5 million and investment property of € 5.2 million.
Rental income from investment property included in the Consolidated Statement of
Operations in 2025 amounted to € 0.2 million. Direct operating expenses (including repairs
and maintenance but excluding depreciation expense) arising from investment property in
2025 amounted to € 0.1 million.
The Company has no restrictions on the realizability of its investment property and no
contractual obligations to purchase, construct or develop investment property or for
repairs, maintenance and enhancements.
The fair value of the investment property at December 31, 2025, amounted to approximately
€ 5.2 million.
(€ thousands) | 2025 | 2024 |
| Balance at January 1 | ||
Cost | 66,210 | 65,602 |
Accumulated impairment | (20,200) | (20,200) |
Goodwill, net | 46,010 | 45,402 |
| Changes in book value | ||
Foreign currency translation | (1,176) | 608 |
Total changes | (1,176) | 608 |
| Balance at December 31 | ||
Cost | 65,034 | 66,210 |
Accumulated impairment | (20,200) | (20,200) |
Goodwill, net | 44,834 | 46,010 |
(€ thousands) | December 31, | December 31, |
| 2025 | 2024 | |
Die Attach | 42,853 | 44,029 |
Plating | 1,981 | 1,981 |
Total | 44,834 | 46,010 |
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(€ thousands) | Software | Development | Total |
| expenses | |||
| Balance at January 1, 2025 | |||
Cost | 10,970 | 132,025 | 142,995 |
Accumulated amortization | (10,733) | (35,585) | (46,318) |
Other intangible assets, net | 237 | 96,440 | 96,677 |
| Changes in book value in 2025 | |||
Capitalized development expenses | - | 25,994 | 25,994 |
Capital expenditures | 334 | - | 334 |
Disposals (cost) | - | (9,923) | (9,923) |
Disposals (accumulated depreciation) | - | 9,923 | 9,923 |
Amortization | (243) | (18,946) | (19,189) |
Impairment | - | (288) | (288) |
Foreign currency translation | - | 1,010 | 1,010 |
Total changes | 91 | 7,770 | 7,861 |
| Balance at December 31, 2025 | |||
Cost | 11,304 | 149,141 | 160,445 |
Accumulated amortization and impairment | (10,976) | (44,931) | (55,907) |
Other intangible assets, net | 328 | 104,210 | 104,538 |
(€ thousands) | Software | Development | Total |
| expenses | |||
| Balance at January 1, 2024 | |||
Cost | 10,878 | 122,724 | 133,602 |
Accumulated amortization | (10,475) | (29,459) | (39,934) |
Other intangible assets, net | 403 | 93,265 | 93,668 |
| Changes in book value in 2024 | |||
Capitalized development expenses | - | 19,437 | 19,437 |
Capital expenditures | 93 | - | 93 |
Disposals (cost) | - | (8,493) | (8,493) |
Disposals (accumulated depreciation) | - | 8,493 | 8,493 |
Amortization | (258) | (14,973) | (15,231) |
Foreign currency translation | (1) | (1,289) | (1,290) |
Total changes | (166) | 3,175 | 3,009 |
| Balance at December 31, 2024 | |||
Cost | 10,970 | 132,025 | 142,995 |
Accumulated amortization | (10,733) | (35,585) | (46,318) |
Other intangible assets, net | 237 | 96,440 | 96,677 |
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(€ thousands) | Year ended December 31, | |
2025 | 2024 | |
Cost of sales | 11 | 5 |
Selling, general and administrative expenses | 104 | 169 |
Research and development expenses | 19,362 | 15,057 |
Total amortization and impairment | 19,477 | 15,231 |
(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Research and development grants | 5,876 | - |
Prepayments | 1,656 | - |
Guarantee deposits | 1,117 | 764 |
Marketable securities for pension liability | 572 | 566 |
Total other non-current assets | 9,221 | 1,330 |
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(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Payroll accruals | 22,784 | 22,352 |
Interest expenses | 8,176 | 8,165 |
Volume rebate and commissions | 3,910 | 5,623 |
Project costs | 3,124 | 3,298 |
Invoices to be received | 2,405 | 2,390 |
Audit and consultancy fees | 1,560 | 2,540 |
Temporaries | 1,023 | 1,022 |
Forward foreign currency exchange contracts | 727 | 9,825 |
Freight and packaging costs | 381 | 420 |
Other payables | 2,399 | 2,000 |
Total other payables | 46,489 | 57,635 |
(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
| Long-term debt | ||
Convertible Notes | 162,344 | 181,724 |
Senior Notes | 344,657 | 343,929 |
| Research and development loan from Österreichische | ||
| Forschungsförderungsgesellschaft mbH, Wien, Austria | ||
(interest rate at 0.75% at December 31, 2024) | - | 2,042 |
Total | 507,001 | 527,695 |
Less: current portion | - | (2,042) |
Total long-term debt | 507,001 | 525,653 |
(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Contract liabilities | 19,648 | 14,916 |
Advances from customers | 8,285 | 6,360 |
Payroll liabilities | 4,637 | 4,447 |
Other | 913 | 766 |
Total other liabilities | 33,483 | 26,489 |
Other liabilities non-current portion | (2,899) | (3,555) |
Total other current liabilities | 30,584 | 22,934 |
(€ thousands) | 2025 | 2024 |
Balance at January 1 | 5,681 | 4,751 |
Additions | 6,293 | 8,052 |
Usage | (3,727) | (5,905) |
Releases | (920) | (1,181) |
Foreign currency translation | 78 | (36) |
Balance at December 31 | 7,405 | 5,681 |
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(€ thousands) | Long-term debt |
2029 | 175,000 |
2031 | 350,000 |
Non-current portion of long-term debt (principal value) | 525,000 |
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(€ thousands) | January 1, | Proceeds/ | Additional/ | Amortization/ | Conversion of | Foreign | December 31, |
| 2025 | (re)payments | decreased | accretion | Convertible | currency | 2025 | |
| lease liabilities | of interest | Notes | translation | ||||
Convertible Notes | 181,724 | - | - | 3,917 | (23,297) | - | 162,344 |
Senior Notes | 343,929 | - | - | 728 | - | - | 344,657 |
Government loans | 2,042 | (2,042) | - | - | - | - | - |
Lease liabilities | 16,238 | (4,049) | 1,811 | 364 | - | (127) | 14,237 |
Total | 543,933 | (6,091) | 1,811 | 5,009 | (23,297) | (127) | 521,238 |
(€ thousands) | January 1, | Proceeds/ | Additional/ | Amortization/ | Conversion of | Foreign | December 31, |
| 2024 | (re)payments | decreased | accretion | Convertible | currency | 2024 | |
| lease liabilities | of interest | Notes | translation | ||||
Convertible Notes | 298,455 | - | - | 4,532 | (121,263) | - | 181,724 |
Senior Notes | - | 343,576 | - | 353 | - | - | 343,929 |
Government loans | 2,042 | - | - | - | - | - | 2,042 |
Lease liabilities | 18,663 | (4,314) | 1,406 | 401 | - | 82 | 16,238 |
Total | 319,160 | 339,262 | 1,406 | 5,286 | (121,263) | 82 | 543,933 |
Reconciliation of liabilities arising from financing activities
The tables below detail the changes in the Company’s liabilities arising from financing
activities, including both cash and non-cash changes. Liabilities arising from financing
activities are those for which cash flows were, or future cash flows will be, classified in the
Company’s Consolidated Statement of Cash Flows as cash flows from financing activities.
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(€ thousands) | Land and | Vehicles, office | Total |
| buildings | furniture and | ||
| equipment | |||
Balance at January 1, 2025 | 15,130 | 596 | 15,726 |
Additions | 1,577 | 234 | 1,811 |
Depreciation | (3,406) | (310) | (3,716) |
Foreign currency translation | (107) | (14) | (121) |
Balance at December 31, 2025 | 13,194 | 506 | 13,700 |
(€ thousands) | Land and | Vehicles, office | Total |
| buildings | furniture and | ||
| equipment | |||
Balance at January 1, 2024 | 17,542 | 700 | 18,242 |
Additions | 1,119 | 287 | 1,406 |
Depreciation | (3,592) | (398) | (3,990) |
Foreign currency translation | 61 | 7 | 68 |
Balance at December 31, 2024 | 15,130 | 596 | 15,726 |
(€ thousands) | Year ended December 31, | |
2025 | 2024 | |
Depreciation expense of right of use assets | 3,716 | 3,990 |
Interest expenses on lease liabilities | 364 | 401 |
Expenses related to short-term leases | 80 | 145 |
Expenses related to leases of low-value assets | 67 | 72 |
Total | 4,227 | 4,608 |
(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Current | 2,921 | 3,888 |
Non-current | 11,316 | 12,350 |
Total lease liabilities | 14,237 | 16,238 |
(€ thousands) | Lease liabilities |
2026 | 3,229 |
2027–2030 | 7,981 |
2031 and thereafter | 4,367 |
Total payments due on lease liabilities | 15,577 |
Discount | (1,340) |
Lease liabilities | 14,237 |
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Extension options
Below table provides an overview of the contractually agreed extension options and the
Company’s assessment and accounting treatment:
(€ thousands) | Within |
| 5 years | |
Extension option reasonably certain to be exercised - included in lease | |
liabilities | 1,427 |
| Extension option not reasonably | |
| certain to be exercised - excluded | |
from lease liabilities | 14 |
Total (undiscounted) | 1,441 |
21. Provisions
Provisions consist of the following:
(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Pension liabilities Switzerland | 3,274 | 6,654 |
Pension liabilities Austria | 472 | 493 |
Severance obligations Austria | 4,260 | 4,172 |
Severance obligations Korea | 1,964 | 2,039 |
Other provisions | 988 | 997 |
Provisions | 10,958 | 14,355 |
Reference is made to Note 26 for more details.
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(€ thousands) | Accumulated | Legal reserve | Legal reserve | Legal reserve | Legal reserve | Total |
| other | currency | capitalized | cash flow | subsidiaries | other | |
| comprehensive | translation | R&D expenses | hedging | reserves | ||
| income (loss) | adjustment | |||||
Balance at January 1, 2025 | (9,686) | 61,119 | 96,440 | (2,600) | 3,749 | 149,022 |
Total comprehensive income (loss) for the period | 2,346 | (6,345) | - | 4,401 | - | 402 |
Transfer from retained earnings | - | - | 7,772 | - | (160) | 7,612 |
Balance at December 31, 2025 | (7,340) | 54,774 | 104,212 | 1,801 | 3,589 | 157,036 |
Balance at January 1, 2024 | (8,283) | 56,869 | 93,266 | 4,143 | 3,684 | 149,679 |
Total comprehensive income (loss) for the period | (1,403) | 4,250 | - | (6,743) | - | (3,896) |
Transfer from retained earnings | - | - | 3,174 | - | 65 | 3,239 |
Balance at December 31, 2024 | (9,686) | 61,119 | 96,440 | (2,600) | 3,749 | 149,022 |
(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Actuarial gains (losses) | (8,394) | (11,391) |
Deferred taxes | 291 | 942 |
Other | 763 | 763 |
Accumulated other comprehensive income (loss) | (7,340) | (9,686) |
(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
€ |
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(€ thousands) | Year ended December 31, | |
2025 | 2024 | |
China | 207,171 | 204,275 |
United States | 86,229 | 110,333 |
Taiwan | 71,794 | 67,115 |
Malaysia | 42,837 | 48,728 |
Thailand | 42,526 | 20,728 |
Korea | 31,307 | 24,852 |
| Other Asia Pacific¹ | 53,890 | 41,394 |
Other Europe¹ | 45,358 | 62,133 |
Rest of the World¹ | 10,219 | 27,915 |
Total revenue | 591,331 | 607,473 |
(€ thousands) | Year ended December 31, | |
2025 | 2024 | |
Die Attach | 474,096 | 490,542 |
Packaging | 99,098 | 99,981 |
Plating | 18,137 | 16,950 |
Total revenue | 591,331 | 607,473 |
(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Receivables, which are included in trade receivables and other receivables | 180,556 | 183,798 |
Contract liabilities | 19,648 | 14,916 |
Volume rebates | 3,910 | 5,623 |
(€ thousands) | 2025 | 2024 |
Balance at January 1 | 14,916 | 12,168 |
| Revenue recognized that was included in the contract | ||
| liability balance at the beginning of the period | (10,917) | (10,944) |
| Increases due to cash received, excluding amounts | ||
| recognized as revenue during the period | 15,484 | 13,733 |
Foreign currency translation | 165 | (41) |
Balance at December 31 | 19,648 | 14,916 |
(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Within 12 months | 19,639 | 43,395 |
From 12-36 months | 517 | 2,623 |
Total | 20,156 | 46,018 |
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(€ thousands) | The Netherlands | Switzerland | Austria | Singapore | Malaysia | Other | Total |
| Year ended December 31, 2025 | |||||||
Total revenue | 98,893 | 407,555 | 10,934 | 584,383 | 141,437 | 66,836 | 1,310,038 |
Intercompany revenue | (98,112) | (403,738) | (10,934) | (747) | (141,437) | (63,739) | (718,707) |
External revenue | 781 | 3,817 | - | 583,636 | - | 3,097 | 591,331 |
Non-financial assets | 25,478 | 149,849 | 20,283 | 9,607 | 9,348 | 7,866 | 222,431 |
Capital expenditures | 10,731 | 377 | 1,692 | 90 | 1,437 | 1,468 | 15,795 |
| Year ended December 31, 2024 | |||||||
Total revenue | 95,913 | 413,377 | 9,420 | 610,611 | 130,644 | 65,694 | 1,325,659 |
Intercompany revenue | (95,154) | (413,377) | (9,420) | (4,885) | (130,626) | (64,724) | (718,186) |
External revenue | 759 | - | - | 605,726 | 18 | 970 | 607,473 |
Non-financial assets | 12,165 | 143,421 | 19,234 | 10,970 | 8,791 | 8,605 | 203,186 |
Capital expenditures | 378 | 119 | 5,166 | 2,330 | 1,277 | 2,769 | 12,039 |
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| December 31, | December 31, | |
| 2025 | 2024 | |
Discount rate | 1.20% | 0.95% |
Future salary increases | 1.75% | 1.75% |
Future pension increases | 0.10% | 0.10% |
(€ thousands) | 2025 | 2024 |
Liability for defined benefit obligations at January 1 | 57,715 | 50,204 |
Current service cost | 1,358 | 1,066 |
Interest expense | 540 | 717 |
Actuarial loss (gain) arising from changes in economic assumptions | (3,028) | 4,510 |
Actuarial loss arising from experience | 1,512 | 671 |
Plan participants’ contribution | 573 | 557 |
Plan amendments | (612) | 1,442 |
Settlements | (2,976) | - |
Benefits paid through pension assets | (965) | (788) |
Foreign currency translation | 586 | (664) |
Liability for defined benefit obligations at December 31 | 54,703 | 57,715 |
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(€ thousands) | Year ended December 31, | |
2025 | 2024 | |
Current service costs | 1,358 | 1,066 |
Interest expense on benefit obligation | 540 | 717 |
Interest income on plan assets | (486) | (659) |
Plan amendments | (612) | 1,442 |
Settlements | 80 | - |
Administration expenses | 37 | 39 |
Defined benefit cost (benefit) recognized in net income | 917 | 2,605 |
Remeasurement from changes in financial assumptions and experience | (1,516) | 5,181 |
Return on plan assets (excluding amounts in net interest) | (1,622) | (3,321) |
Defined benefit cost (benefit) recognized in comprehensive income | (2,221) | 4,465 |
(€ thousands) | 2025 | 2024 |
Fair value of plan assets at January 1 | 51,061 | 45,367 |
Interest income | 486 | 659 |
Return on plan assets (excluding amounts included in net interest) | 1,622 | 3,321 |
Plan participants’ contribution | 573 | 557 |
Company contributions | 1,208 | 2,640 |
Benefits paid through pension assets | (965) | (788) |
Administration expenses | (37) | (39) |
Assets extinguished on settlements | (3,056) | - |
Foreign currency translation | 537 | (656) |
Fair value of plan assets at December 31 | 51,429 | 51,061 |
December 31, | December 31, | |
2025 | 2024 | |
Qualified insurance policies | 24% | 26% |
Bonds | 17% | 21% |
Real estate | 20% | 20% |
Equities | 29% | 25% |
Other/cash | 10% | 8% |
Total | 100% | 100% |
(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Defined benefit obligations | 54,703 | 57,715 |
Fair value of plan assets | (51,429) | (51,061) |
Net liability | 3,274 | 6,654 |
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(€ thousands) | Defined benefit obligations | |
0.5% increase | 0.5% decrease | |
Discount rate | (3,450) | 3,931 |
Salary increase | 250 | (217) |
| December 31, | December 31, | |
| 2025 | 2024 | |
Discount rate | 3.95% | 3.45% |
Future salary increases (severance payments) | 2.70% | 2.70% |
(€ thousands) | Pension | Severance | 2025 |
| liabilities | obligations | Total | |
Liability for defined benefit and severance obligations at January 1 | 493 | 4,172 | 4,665 |
Current service cost | 8 | 160 | 168 |
Interest expense | 17 | 135 | 152 |
Actuarial loss (gain) recognized | (38) | (134) | (172) |
Benefits paid | (8) | (73) | (81) |
| Liability for defined benefit | |||
| and severance obligations | |||
at December 31 | 472 | 4,260 | 4,732 |
(€ thousands) | Pension | Severance | 2024 |
| liabilities | obligations | Total | |
Liability for defined benefit and severance obligations at January 1 | 490 | 3,896 | 4,386 |
Current service cost | 7 | 155 | 162 |
Interest expense | 17 | 124 | 141 |
Actuarial gain recognized | (13) | 140 | 127 |
Benefits paid | (8) | (143) | (151) |
| Liability for defined benefit | |||
| and severance obligations | |||
at December 31 | 493 | 4,172 | 4,665 |
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(€ thousands) | Year ended December 31, | |
2025 | 2024 | |
Current service cost | 168 | 162 |
Interest expense on benefit obligation | 152 | 141 |
Defined benefit cost recognized in net income | 320 | 303 |
Remeasurement loss (gain) recognized | (172) | 127 |
Defined benefit cost (benefit) recognized in comprehensive income | 148 | 430 |
(€ thousands) | 2025 | 2024 |
Fair value of plan assets at January 1 | 566 | 549 |
Return on assets | 6 | 17 |
Fair value of assets at December 31 | 572 | 566 |
(€ thousands) | Defined benefit and severance obligations | |
0.5% increase | 0.5% decrease | |
Discount rate | (246) | 266 |
Salary increase | 239 | (223) |
| December 31, | December 31, | |
| 2025 | 2024 | |
Discount rate | 3.50% | 3.30% |
Future salary increases | 3.00% | 3.00% |
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(€ thousands) | 2025 | 2024 |
Liability for severance obligations at January 1 | 2,200 | 2,218 |
Current service cost | 157 | 165 |
Interest expense | 65 | 81 |
Actuarial loss (gain) recognized | 99 | 124 |
Benefits paid | (194) | (241) |
Foreign currency translation | (222) | (147) |
Liability severance obligations at December 31 | 2,105 | 2,200 |
(€ thousands) | Year ended December 31, | |
2025 | 2024 | |
Current service cost | 157 | 165 |
Interest expense on severance obligation | 65 | 81 |
Administration expenses | 1 | 1 |
Interest income on plan assets | (5) | (6) |
Defined benefit cost recognized in net income | 218 | 241 |
Remeasurement loss (gain) recognized | 99 | 124 |
Return on plan assets (excluding amounts in net interest) | (1) | 2 |
Defined benefit cost recognized in comprehensive income | 316 | 367 |
(€ thousands) | 2025 | 2024 |
Fair value of plan assets at January 1 | 161 | 169 |
Interest income | 5 | 6 |
| Return on plan assets (excluding amounts included | ||
in net interest) | 1 | (2) |
Benefits paid through pension assets | (9) | - |
Administration expenses | (1) | (1) |
Foreign currency translation | (16) | (11) |
Fair value of plan assets at December 31 | 141 | 161 |
(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Severance obligations | 2,105 | 2,200 |
Fair value of plan assets | (141) | (161) |
Net liability | 1,964 | 2,039 |
(€ thousands) | Severance obligations | |
0.5% increase | 0.5% decrease | |
Discount rate | (38) | 39 |
Salary increase | 39 | (38) |
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Pension plan - other countries
The Company’s subsidiaries in the US, Malaysia, China, Singapore and Vietnam have
defined contribution plans that supplement the governmental benefits provided under
local legislation.
After the three-year performance period the actual number of performance shares that
vests, subject to continued employment, will be determined based on:
• Net income as a percentage of revenue (“NIR”) over a three-year performance period
(50%).
• The Company’s Total Shareholder Return (“TSR”) relative to that of the TSR peer group
consisting of 19 peer companies (Remuneration Policy 2020-2023) operating in the
semiconductor industry (50%).
The 2020-2023 TSR comparator group consists of the following companies:
| TSR comparator group (excluding Besi) | |
Aixtron SE | Kulicke & Soffa Industries, Inc. |
Applied Materials, Inc. | Lam Research Corporation |
ASM International N.V. | MKS Instruments, Inc. |
ASML Holding NV | Nova Ltd. |
ASM Pacific Technology Ltd. | Onto Innovation, Inc. |
Axcelis Technologies, Inc. | SÜSS MicroTec SE |
Cohu, Inc. | Tokyo Electron Ltd. |
DISCO Corporation | Tokyo Seimitsu Co., Ltd. |
Entegris, Inc. | Veeco Instruments, Inc. |
| FormFactor, Inc. |
Based on the Remuneration Policy 2024, the TSR comparator group has been expanded to
21 peer companies. As a result, the TSR comparator group applicable for the performance
shares granted in 2024 and 2025 includes two additional companies, namely Jenoptik AG
and Teradyne Inc.
The vesting of the 2020-2023 performance shares awarded is based on the following
schedule, whereby the straight-line vesting percentages are being applied on a pro-rata
basis between rank 12 and rank 3:
Besi TSR ranking relative to comparator group | Vesting percentage | |
Top 3 | 75% | |
Rank 4 | – Rank 6 | 50% (at target) |
Rank 7 | – Rank 12 | 25% |
Rank 13 – Rank 20 | 0% |
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Besi TSR ranking relative to comparator group | Vesting percentage |
Top 3 | 200% |
Rank 4-10 | 75-200% (linear interpolation) |
Rank 11 (median range) | 75% |
Rank 12 – Rank 22 | 0% |
2025 | 2024 | |
Outstanding at January 1 | 217,578 | 288,050 |
Performance shares granted (at target level) | 59,814 | 58,982 |
Performance shares Short-Term Incentive granted | 68,078 | - |
Shares discretionary granted to the Board of Management | - | 70,000 |
Shares discretionary granted to key employees | 7,750 | 41,650 |
Performance adjustments | 21,543 | 66,519 |
| Performance shares settled in equity instruments (re-issued | ||
from treasury shares) | (163,446) | (289,717) |
Performance shares forfeited | (1,149) | (17,906) |
Outstanding at December 31 | 210,168 | 217,578 |
Performance shares | Year of grant | Three-year | Number of |
| performance | performance | ||
| period | shares | ||
2023 | 2023-2025 | 96,665 | |
2024 | 2024-2026 | 54,078 | |
2025 | 2025-2027 | 59,425 | |
Total | 210,168 |
2025 | 2024 | |
Market price of the Company’s ordinary shares (in euro) | 93.96 | 136.00 |
Expected volatility | 46.3% | 47.1% |
Expected dividend yield | 2.29% | 1.57% |
Vesting period (in years) | 3 | 3 |
Risk-free interest rate | 1.816% | 2.776% |
(€ thousands) | Year ended December 31, | |
2025 | 2024 | |
| Performance shares granted and delivered | ||
to the Board of Management | - | 10,420 |
Performance shares granted and delivered to key employees | 822 | 5,906 |
Annual equity bonus Board of Management | 3,150 | 2,450 |
Annual equity bonus key employees | 3,811 | 3,865 |
Conditional performance shares Board of Management | 2,098 | 1,763 |
Conditional performance shares key employees | 6,494 | 5,663 |
Total expense recognized as personnel expenses | 16,375 | 30,067 |
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BE Semiconductor Industries N.V. and all its subsidiaries are consolidated and all
transactions between these entities have been eliminated in these financial statements.
There are no non-consolidated companies considered as related parties.
(€) | Year ended December 31, | |
2025 | 2024 | |
| Salaries and other short-term employee benefits¹ | 2,580,773 | 2,023,133 |
Equity compensation benefits: Incentive Plan LTI | 2,097,905 | 1,762,781 |
Equity compensation benefits: Incentive Plan - share-based STI | 3,150,000 | 2,450,000 |
Equity compensation benefits: Discretionary grant | - | 10,419,500 |
Total | 7,828,678 | 16,655,414 |
Ordinary number of shares | December 31, | December 31, | |
2025 | 2024 | ||
Board of Management | 1,492,357 | 1,347,718 | |
Performance shares | Year | Three-year | Number of |
| of grant | performance | performance | |
| period | shares | ||
Board of Management | 2023 | 2023-2025 | 20,604 |
2024 | 2024-2026 | 12,350 | |
2025 | 2025-2027 | 15,827 | |
Total | 48,781 |
(€ thousands) | Year ended December 31, | |
2025 | 2024 | |
Wages and salaries | 123,853 | 117,120 |
Social security expenses | 16,134 | 14,028 |
Pension and retirement expenses defined contribution | 7,422 | 6,643 |
Pension and retirement expenses defined benefit | 1,987 | 2,797 |
Pension plan amendments, settlements | (532) | 1,442 |
Share-based compensation plans | 16,375 | 30,067 |
Total personnel expenses | 165,239 | 172,097 |
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The average number of fulltime equivalent employees during 2025 was 1,830 (2024: 1,782).
For pension and retirement expenses, reference is made to Note 26.
The total number of fulltime equivalent employees per department is:
December 31, | December 31, | |
2025 | 2024 | |
Sales and Marketing | 486 | 462 |
Manufacturing and Assembly | 720 | 709 |
Research and Development | 477 | 473 |
General and Administrative | 173 | 168 |
Total number of personnel | 1,856 | 1,812 |
As of December 31, 2025 and 2024, a total of 159 and 159 fulltime equivalent employees,
respectively, were employed in the Netherlands.
(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Deferred tax assets | 25,111 | 31,567 |
Deferred tax liabilities | (10,851) | (10,320) |
Total deferred tax assets (liabilities), net | 14,260 | 21,247 |
(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
| Deferred tax assets (liabilities) | ||
Swiss tax credits | 21,810 | 28,067 |
Lease liabilities | 2,242 | 2,432 |
Provision for pensions | 1,847 | 2,239 |
Inventories | 902 | 959 |
Interest | 28 | 17 |
Operating losses carry forward | - | 1,608 |
Right of use assets | (2,158) | (2,354) |
Convertible Notes | (2,927) | (4,005) |
Intangible assets | (9,176) | (9,295) |
Other items | 1,692 | 1,579 |
Total deferred tax assets (liabilities), net | 14,260 | 21,247 |
(€ thousands) | Year ended December 31, | |
2025 | 2024 | |
Interest income | 14,038 | 17,313 |
Net foreign currency gains | 475 | - |
Subtotal financial income | 14,513 | 17,313 |
Interest expense | (25,070) | (16,667) |
Net cost of hedging | (8,551) | (6,858) |
Net foreign currency losses | - | (859) |
Subtotal financial expense | (33,621) | (24,384) |
Financial income (expense), net | (19,108) | (7,071) |
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(€ thousands) | January 1, | Profit and loss | Other | Equity | Foreign | December 31, |
| 2025 | 2025 | comprehensive | currency | 2025 | ||
| income | translation | |||||
| Deferred tax assets (liabilities), net | ||||||
Swiss tax credits | 28,067 | (6,314) | - | - | 57 | 21,810 |
Lease liabilities | 2,432 | (172) | - | - | (18) | 2,242 |
Provision for pensions | 2,239 | 64 | (400) | - | (36) | 1,867 |
Operating losses carry forward | 1,608 | (1,548) | - | - | (60) | - |
Inventories | 959 | (40) | - | - | (17) | 902 |
Interest | 17 | 11 | - | - | - | 28 |
Right of use assets | (2,354) | 179 | - | - | 17 | (2,158) |
Convertible Notes | (4,005) | 885 | - | 193 | - | (2,927) |
Intangible assets | (9,295) | - | - | - | 119 | (9,176) |
Other items | 1,579 | (354) | (251) | 719 | (21) | 1,672 |
Total | 21,247 | (7,289) | (651) | 912 | 41 | 14,260 |
(€ thousands) | January 1, | Profit and loss | Other | Equity | Foreign | December 31, |
| 2024 | 2024 | comprehensive | currency | 2024 | ||
| income | translation | |||||
| Deferred tax assets (liabilities), net | ||||||
Swiss tax credits | 10,443 | 17,582 | - | - | 42 | 28,067 |
Lease liabilities | 2,773 | (371) | - | - | 30 | 2,432 |
Provision for pensions | 1,936 | 84 | 254 | - | (35) | 2,239 |
Operating losses carry forward | 1,543 | 6 | - | - | 59 | 1,608 |
Inventories | 1,378 | (441) | - | - | 22 | 959 |
Interest | - | 17 | - | - | - | 17 |
Right of use assets | (2,704) | 377 | - | - | (27) | (2,354) |
Convertible Notes | (6,827) | 800 | - | 2,022 | - | (4,005) |
Intangible assets | (9,176) | (62) | - | - | (57) | (9,295) |
Other items | (108) | 586 | 1,071 | - | 30 | 1,579 |
Total | (742) | 18,578 | 1,325 | 2,022 | 64 | 21,247 |
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| (€ millions) | 2025 | 2024 | ||
| Recognized | Unrecognized | Recognized | Unrecognized | |
US | - | - | 0.8 | - |
Austria | - | 1.6 | 0.8 | - |
Vietnam | - | 0.4 | - | 0.2 |
Total tax losses carried forward | - | 2.0 | 1.6 | 0.2 |
Switzerland tax-free reserves | 21.8 | - | 28.0 | - |
| Netherlands non-deductible | ||||
interest | - | 1.4 | - | - |
Withholding taxes | - | 0.1 | - | 0.2 |
Total | 21.8 | 3.5 | 29.6 | 0.4 |
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The Dutch domestic statutory tax rate is 25.8% for the year ended December 31, 2025 and
2024. The reconciliation between the actual income tax shown in the Consolidated
Statement of Operations and the expense (benefit) that would be expected based on the
application of the domestic tax rate to income before income tax is as follows:
(€ thousands) | Year ended December 31, 2025 | Year ended December 31, 2024 | ||
| in % of income | in % of income | |||
| before taxes | before taxes | |||
| Expected income tax expense | ||||
based on domestic rate | 39,719 | 25.8% | 48,638 | 25.8% |
Foreign tax rate differential | (18,420) | (12.0%) | (22,577) | (12.0%) |
Recognition of Swiss tax credit | - | - | (15,512) | (8.2%) |
Non-deductible expenses | 5,046 | 3.3% | 4,870 | 2.6% |
Tax incentive | (4,149) | (2.7%) | (3,457) | (1.8%) |
Tax exempt income | (1,765) | (1.1%) | (1,395) | (0.7%) |
Valuation allowance adjustments | 1,606 | 1.0% | (907) | (0.5%) |
Adjustments prior years | (180) | (0.1%) | (2,647) | (1.4%) |
Other | 450 | 0.3% | (485) | (0.3%) |
Income tax expense reported | 22,307 | 14.5% | 6,528 | 3.5% |
The difference between the effective tax rate and the statutory rate in the Netherlands is
mainly due to different statutory tax rates in the countries in which the Company operates
outside the Netherlands, primarily in Switzerland. The non-deductible expenses mainly
relate to non-deductible interest incurred in the Netherlands. The tax incentives mainly
relate to the application of the innovation box regime in the Netherlands and preferential
tax rate in Singapore.
The recognition of Swiss tax credit of € 15.5 million in 2024 relates to the net tax effect of
the restructuring in Switzerland in 2024.
(€ thousands) | Year ended December 31, | |
2025 | 2024 | |
Current | 15,018 | 25,106 |
Deferred | 7,289 | (18,578) |
Total | 22,307 | 6,528 |
There are no income tax consequences attached to the proposed payment of dividends by
the Company to its shareholders.
No deferred income taxes are recognized on undistributed earnings of Besi’s subsidiaries
as the potential tax effect is considered not material at December 31, 2025.
The Company is currently not in scope of Pillar Two legislation.
Tax risk
Given the international business structure of the Company and the increasing number and
amounts of intercompany transactions certain tax risks related hereto may exist. Profits
are allocated to countries where factual economic activities are executed in accordance
with national and international rules and standards and intragroup transactions have a
business rationale. Besi has controls and procedures in place, including oversight, to
manage its tax risks. These risk management and governance arrangements are embedded
in an Internal Besi Framework. Besi has appropriate tax knowledge in-house to deal with
its tax affairs, supplementing this with external advice where appropriate. Besi monitors
new and developing tax legislation, ensures appropriate training is provided to its staff,
and adapts procedures and processes to comply with changes.
In 2024, the Austrian Tax Authorities finalized the tax audit over the period 2019 to 2021
and issued final assessments. Together with the final tax assessments for the period 2015
to 2018, this has led to a total additional € 4.5 million tax payable. The assessments are
related to an adjustment with respect to the transfer pricing policy implemented. The
Company is of the view that the transfer pricing policy historically applied is in line with
the arm’s length principle as set forth by the OECD Transfer Pricing Guidelines for
Multinational Enterprises and Tax Administrations and Austrian transfer pricing regulation.
The assessments issued by the Austrian Tax Authorities would trigger double taxation for
the Company. As such, in order to defend the Company’s tax filing position in Austria and,
if applicable, to avoid any remaining double taxation, a Mutual Agreement Procedure
(“MAP”) request has been filed for the period 2015 to 2018 and for the period 2019 to 2021
with the relevant Competent Authorities. This process can extend to several years until it
comes to conclusion.
As the Company has applied the same transfer pricing policy for the subsequent years, it
is likely that the Austrian Tax Authorities will challenge the applied transfer pricing
practice also for the subsequent years based on the assessment issued for the 2015 to
2018 and 2019 to 2021 tax audit period. The total potential additional tax expenses related
to the period 2015 to 2025 amounts to approximately € 5.9 million being the single best
estimate of the uncertainty and includes an offsetting corresponding adjustment on the
Swiss taxable income.
Based on the relevant facts and circumstances, the Company has determined that it is
probable that the MAP will confirm the Company’s transfer pricing policy and as such
determined the taxable profit consistently with the tax treatment used in its income tax
filings, not reflecting these additional tax expenses associated with the uncertainty.
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31. Earnings per share
The following table reconciles ordinary shares outstanding at the beginning of the year to
average shares outstanding used to compute income per share.
2025 | 2024 | |
Shares outstanding at beginning of the year | 79,312,140 | 77,015,794 |
| Shares re-issued from treasury shares for the vesting of performance | ||
stock awards | 155,696 | 178,067 |
| Shares re-issued from treasury shares for the vesting of shares | ||
discretionary granted | 7,750 | 111,650 |
Shares re-issued from treasury shares for partial conversion of the 2017 and 2020 Convertible Notes | 498,603 | 2,641,977 |
Shares bought under the share repurchase program | (692,404) | (635,348) |
Shares outstanding at end of the year | 79,281,785 | 79,312,140 |
Average shares outstanding - basic | 79,124,918 | 78,877,471 |
Dilutive effect of outstanding performance shares | 170,722 | 288,107 |
Dilutive effect of outstanding convertible notes | 449,753 | 2,724,329 |
Average shares outstanding - diluted | 79,745,393 | 81,889,907 |
For the purpose of calculating dilutive earnings per share, net income for 2025 was
€ 132.0 million. This amount has been adjusted by € 0.4 million to reflect the after-tax
impact of interest expense related to the 2020 Convertible Notes. In the prior year,
the adjustment for interest expense on convertible notes was € 6.1 million. The 2022
Convertible Notes have the potential to dilute earnings per share in future periods.
(€ thousands) | December 31, 2025 | |||
Note | Carrying | Level | Fair value | |
| amount | ||||
| Financial assets | ||||
Forward foreign currency exchange contracts | 7 | 779 | 2 | 779 |
Marketable securities for pension liability | 13 | 572 | 1, 2 | 572 |
Total | 1,351 | 1,351 | ||
| Financial liabilities | ||||
Forward foreign currency exchange contracts | 17 | 727 | 2 | 727 |
| Long-term debt¹ | 19 | 507,001 | 1 | 550,428 |
Total | 507,728 | 551,155 |
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(€ thousands) | December 31, 2024 | |||
Note | Carrying | Level | Fair value | |
| amount | ||||
| Financial assets | ||||
Forward foreign currency exchange contracts | 7 | 581 | 2 | 581 |
Marketable securities for pension liability | 12 | 566 | 1, 2 | 566 |
Total | 1,147 | 1,147 | ||
| Financial liabilities | ||||
Forward foreign currency exchange contracts | 16 | 9,825 | 2 | 9,825 |
| Long-term debt¹ | 18 | 527,695 | 1 | 597,563 |
Total | 537,520 | 607,388 |
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(€ thousands) | 2025 | 2024 |
Balance at January 1 | (2,838) | 4,675 |
Amount recognized in equity | (2,258) | (7,153) |
Amount recycled in Consolidated Statement of Operations | 7,535 | (338) |
Amount reclassified to Consolidated Statement of Operations due to ineffectiveness | (338) | (22) |
Balance at December 31 | 2,101 | (2,838) |
(€ thousands) | Nominal | Average | Maturity | Fair value, |
| value | rate | net | ||
| December 31, 2025 | ||||
To sell US dollars for Swiss francs | 236,970 | 1.267 | < 4 months | 9 |
To sell US dollars for euros | 47,424 | 1.172 | < 4 months | 172 |
To sell euros for Swiss francs | 19,785 | 1.078 | < 2 months | (52) |
To buy Malaysian ringgits for Swiss francs | 15,665 | 4.062 | < 1 month | 37 |
To buy Malaysian ringgits for US dollars | 11,458 | 4.064 | < 1 month | 19 |
To buy Chinese renminbi for Swiss francs | 12,696 | 8.858 | < 1 month | 26 |
Other FX pair contracts | 76,895 | < 1 month | (159) | |
Total | 420,893 | 52 | ||
| December 31, 2024 | ||||
To sell US dollars for Swiss francs | 166,755 | 1.156 | < 4 months | (6,895) |
To sell US dollars for euros | 48,666 | 1.093 | < 4 months | (2,368) |
To sell euros for Swiss francs | 44,143 | 1.074 | < 2 months | (376) |
To sell Malaysian ringgits for US dollars | 23,604 | 4.446 | < 1 month | 116 |
To buy Malaysian ringgits for US dollars | 17,480 | 4.455 | < 2 months | (54) |
To sell Chinese renminbi for Swiss francs | 16,606 | 8.233 | < 1 month | 321 |
Other FX pair contracts | 51,452 | < 1 month | 12 | |
Total | 368,706 | (9,244) |
(€ thousands) | 2025 | 2024 | ||
Positive | Negative | Positive | Negative | |
| Forward foreign currency exchange contracts | ||||
Fair value | 779 | 727 | 581 | 9,825 |
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(€ thousands) | December 31, | December 31, |
2025 | 2024 | |
Proceeds | 420,945 | 359,462 |
Payments | (420,893) | (368,706) |
Net | 52 | (9,244) |
(€ thousands) | Effect on | 2025 | Effect on | 2024 | |
| profit | Effect | profit | Effect | ||
| before tax | on equity | before tax | on equity | ||
| Increase/decrease in US dollar rate | |||||
compared to euro | +10% | - | (2,300) | - | (2,400) |
-10% | - | 2,300 | - | 2,400 | |
| Increase/decrease in US dollar rate | |||||
compared to Swiss franc | +10% | - | (16,600) | - | (7,300) |
-10% | - | 16,600 | - | 7,300 |
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| (€ | Total | Impaired | Current | Past due | ||||
| thou- | ||||||||
| sands) | < 30 | 30–60 | 60–90 | 90–120 | > 120 | |||
| days | days | days | days | days | ||||
2025 | 199,494 | (341) | 170,051 | 13,964 | 4,815 | 4,214 | 3,971 | 2,820 |
2024 | 209,603 | (273) | 172,418 | 18,708 | 8,443 | 5,491 | 1,557 | 3,259 |
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(€ thousands) | On | Less than | 3 to 12 | 1 to 5 | > 5 years | Total |
| demand | 3 months | months | years | |||
| December 31, 2025 | ||||||
Convertible Notes (assuming no conversion) | - | - | - | 175,000 | - | 175,000 |
Other long-term debt | - | - | - | - | 350,000 | 350,000 |
Lease liabilities (Note 20) | - | 923 | 2,306 | 7,981 | 4,367 | 15,577 |
Interest payable Notes | - | 7,875 | 11,156 | 71,203 | 15,750 | 105,984 |
Trade payable | 16,964 | 18,433 | 21,127 | - | - | 56,524 |
Other payables | 476 | 10,377 | 26,833 | - | - | 37,686 |
Total | 17,440 | 37,608 | 61,422 | 254,184 | 370,117 | 740,771 |
(€ thousands) | On | Less than | 3 to 12 | 1 to 5 | > 5 years | Total |
| demand | 3 months | months | years | |||
| December 31, 2024 | ||||||
Convertible Notes (assuming no conversion) | - | - | - | 199,100 | - | 199,100 |
Other long-term debt | - | - | 2,042 | - | 350,000 | 352,042 |
Lease liabilities (Note 20) | - | 1,093 | 3,117 | 7,540 | 5,858 | 17,608 |
Interest payable Notes | - | 7,965 | 11,247 | 74,846 | 31,500 | 125,558 |
Trade payable | 26,417 | 26,213 | - | - | - | 52,630 |
Other payables | 108 | 13,996 | 25,654 | - | - | 39,758 |
Total | 26,525 | 49,267 | 42,060 | 281,486 | 387,358 | 786,696 |
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Capital management
The primary objective of the Company’s capital management is to ensure healthy capital
ratios, with focus on liquidity and financial stability throughout the industry cycles, in
order to support its business and maximize shareholder value.
The Company manages its capital structure and makes adjustments to it, in light of
changes in economic conditions. To maintain or adjust the capital structure, the Company
may make a dividend payment to shareholders, return capital to shareholders or issue new
shares. No changes were made in the objectives, policies or processes during the years
ended December 31, 2025 and December 31, 2024. The Company only regards equity as
capital. This capital is managed using solvency ratio (excluding intangible assets) and
return on investment.
(€ thousands, except for percentages) | 2025 | 2024 |
Equity | 416,397 | 501,264 |
Solvency ratio¹ | 37.4% | 40.6% |
Solvency ratio (excluding intangible fixed assets)² | 27.7% | 32.8% |
Return on average equity³ | 28.7% | 39.4% |
¹ Solvency ratio is defined as total equity (€ 416.4 million) divided by total assets (€ 1,113.7 million).
² Solvency ratio (excluding intangible assets) is defined as total equity (€ 416.4 million) divided by total assets
(€ 1,113.7 million), both under subtraction of intangible assets (€ 149.4 million).
³ Return on average equity is defined as net income (€ 131.6 million) divided by the average of the total equity at
January 1, 2025 (€ 501.3 million) and total equity at December 31, 2025 (€ 416.4 million).
The total number of ordinary shares that will be awarded under the Framework Incentive
Plan may not exceed 1.5% of the total number of outstanding shares at
December 31 of the year prior to the year in which the award is made.
33. Events after the balance sheet date
There are no events to report.
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Parent Company Balance Sheet
(Before appropriation of the result)
(€ thousands) Note December 31, December 31,
2025 2024
Assets
Intangible fixed assets 3 - 10
Tangible fixed assets 4 71 43
Investments in subsidiaries 5 390,745 380,363
Loans due from subsidiaries 5 32,702 15,854
Financial fixed assets 423,447 396,217
Other non-current assets 1,656 -
Total non-current assets 425,174 396,270
Amounts due from subsidiaries 10 29,236 46,876
Other receivables 6,138 9,605
Receivables 35,374 56,481
Deposits 6 170,000 330,000
Cash and cash equivalents 6 343,225 315,296
Total current assets 548,599 701,777
Total assets 973,773 1,098,047
Shareholders’ equity, provisions and liabilities
Share capital 7 811 811
Share premium 7 139,750 181,433
Retained earnings 7 (12,841) (11,994)
Legal reserves 7 164,376 158,708
Other comprehensive income (loss) 7 (7,340) (9,686)
Undistributed result 7 131,641 181,992
Shareholders’ equity 416,397 501,264
Deferred tax liabilities 14 2,521 3,404
Provisions 2,521 3,404
Long-term debt 9 507,001 525,653
Non-current liabilities 507,001 525,653
Bank overdraft - 776
Trade payables 3,825 4,962
Income tax payable 666 -
Amounts due to subsidiaries 10 33,650 51,299
Other payables 9,713 10,689
Current liabilities 47,854 67,726
Total shareholders’ equity, provisions and liabilities 973,773 1,098,047
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Parent Company Statement of Income and Expense
(€ thousands) Note Year ended December 31,
2025 2024
General and administrative expenses 8,138 16,685
Total operating expenses 8,138 16,685
Operating income (loss) (8,138) (16,685)
Financial income 12 16,221 19,533
Financial expense 12 (26,364) (17,436)
Financial income (expense), net (10,143) 2,097
Loss before income tax and income from subsidiaries (18,281) (14,588)
Income tax expense (benefit) 14 (763) (1,925)
Income from subsidiaries, after taxes 5 149,159 194,655
Net income 131,641 181,992
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Notes to the Parent Company Financial Statements
1. General
BE Semiconductor Industries N.V. acts as a holding company. The description of the
activities and the structure of the Company, as included in the Notes to the Consolidated
Financial Statements also apply to the Parent Company Financial Statements.
BE Semiconductor Industries N.V.‘s principal executive office is located at Ratio 6, 6921 RW
Duiven, the Netherlands. Statutory seat of the Company is Amsterdam; number at
Chamber of Commerce is 09092395.
2. Summary of significant accounting policies
The Financial Statements of the parent company have been prepared using the option of
article 362(8) of Book 2 of the Netherlands Civil Code, meaning that the accounting
principles used are the same as for the Consolidated Financial Statements.
Foreign currency amounts have been translated, assets and liabilities have been valued,
and net income has been determined, in accordance with the principles of valuation and
determination of income presented in the summary of significant accounting policies
included in the Notes to the Consolidated Financial Statements. Subsidiaries of the parent
company are accounted for using the net equity value. The net equity value is determined
on the basis of IFRS accounting principles applied in the Consolidated Financial Statements.
In case of a negative net equity value of a subsidiary, the negative value is deducted from
the loan due from the respective subsidiary. The loans due from subsidiaries are considered
as part of the net investments in subsidiaries.
In addition, the Company will apply the option provided to eliminate the impact of IFRS 9
on intercompany receivables and payables in the Parent Company Financial Statements
against their book value of these receivables and payables in order to have no impact on
the reconciliation between the consolidated equity and company equity position.
BE Semiconductor Industries N.V. is parent of the fiscal unity BE Semiconductor
Industries N.V. All current and deferred tax positions attributable to the fiscal unit are
reported at the level of BE Semiconductor Industries N.V., whereby income tax expense is
allocated to the Dutch subsidiaries based on the individual income before tax and the
statutory tax rate taking the innovation box regime into account.
3. Intangible fixed assets
Intangible assets, net consist of the following:
(€ thousands) 2025 2024
Balance at January 1,
Cost 2,856 2,856
Accumulated amortization (2,846) (2,756)
Intangible fixed assets, net 10 100
Changes in book value
Amortization (10) (90)
Total changes (10) (90)
Balance at December 31,
Cost 2,856 2,856
Accumulated amortization (2,856) (2,846)
Intangible fixed assets, net - 10
The intangible fixed assets consist of capitalized licenses and are amortized in three to five
years.
4. Tangible fixed assets
The tangible fixed assets include right of use assets for leased cars.
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5. Financial fixed assets
The movement is as follows:
(€ thousands) Investment
in
subsidiaries
Loans due
from
subsidiaries
Total
Balance at January 1, 2025 380,363 15,854 396,217
Income for the period 149,159 - 149,159
Dividend payments (141,619) - (141,619)
Repayment of loans - (4,317) (4,317)
Loans to subsidiaries - 23,113 23,113
Deferred tax assets on share-based payments 418 - 418
Changes in accumulated other comprehensive
income 6,840 - 6,840
Currency translation adjustment (4,416) (1,948) (6,364)
Balance at December 31, 2025 390,745 32,702 423,447
(€ thousands) Investment
in
subsidiaries
Loans due
from
subsidiaries
Total
Balance at January 1, 2024 355,828 11,913 367,741
Income for the period 194,655 - 194,655
Negative equity adjustments (1,454) 1,454 -
Dividend payments (163,855) - (163,855)
Repayment of loans - (4,715) (4,715)
Loans to subsidiaries - 6,269 6,269
Changes in accumulated other comprehensive
income (8,146) - (8,146)
Currency translation adjustment 3,335 933 4,268
Balance at December 31, 2024 380,363 15,854 396,217
Investments in subsidiaries
The negative equity adjustments in the movement schedule in 2024 are adjustments of the
income for the period related to the net income of the subsidiaries with a negative equity
value.
Loans due from/to subsidiaries
Interest on loans due from subsidiaries is calculated based on monthly base rates plus
a market-conform mark-up. An amount of € 10.4 million relates to loans granted by
BE Semiconductor Industries N.V. to its US subsidiaries. These loans are repaid upon
lenders’ demand for repayment. Therefore, no interest is calculated on these loans.
Following is an overview of all direct subsidiaries:
Name Location and country of
incorporation
Percentage of
ownership
BE Semiconductor Industries Holding GmbH Radfeld, Austria 100%
BE Semiconductor Industries USA, Inc. Chandler, Arizona, USA 100%
Besi Leshan Co., Ltd. Leshan, China 100%
Besi Switzerland AG Steinhausen, Switzerland 100%
Cong Ty Tnhh Besi Viet Nam Ho Chi Minh City, Vietnam 100%
Fico International B.V. Duiven, the Netherlands 100%
Meco Equipment Engineers B.V. ‘s-Hertogenbosch, the Netherlands 100%
6. Cash and cash equivalents and deposits
Interest rates on cash at banks are variable. Short-term deposits have a maturity or notice
period between one and three months and carry interest at the respective short-term
deposit rates and are reported as part of the cash and cash equivalents. Deposits with
initial maturities longer than three months are reported under deposits and deposits with
a remaining maturity exceeding twelve months are reported under financial fixed assets.
The expected credit loss on cash and cash equivalents and deposits is considered
immaterial.
At December 31, 2025 and 2024, no amount in cash and cash equivalents and deposits was
restricted.
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Besi’s authorized share capital consisted of 160,000,000 ordinary shares, nominal value
€ 0.01 per share, and 160,000,000 preference shares, nominal value € 0.01 per share.
(€ thousands,
except for share data)
Number of
ordinary shares
outstanding¹
Share
capital
Share
premium
Retained
earnings
Legal reserves Other
compre hensive
income (loss)
Undistributed
result
Total share-
holders’
equity
Balance at January 1, 2025 81,146,738 811 181,433 (11,994) 158,708 (9,686) 181,992 501,264
Total comprehensive income for the period - - - - (1,944) 2,346 131,641 132,043
Dividend paid to owners of the Company² - - - - - - (172,811) (172,811)
Convertible Notes converted into equity³ - - 23,491 - - - - 23,491
Changes in legal reserve - - - (7,612) 7,612 - - -
Appropriation of the result - - - 9,181 - - (9,181) -
Equity-settled share-based payments
expense⁴ - - 16,793 - - - - 16,793
Purchase of treasury shares⁵ - - (81,967) (2,416) - - - (84,383)
Balance at December 31, 2025 81,146,738 811 139,750 (12,841) 164,376 (7,340) 131,641 416,397
¹ The outstanding number of ordinary shares includes 1,864,953 and 1,834,598 treasury shares at December 31, 2025 and December 31, 2024, respectively.
² Represents € 2.18 dividend per share, approved at Besi’s AGM on April 23, 2025 and paid in cash in May 2025.
³ Represents the carrying amount of the 2020 Convertible Notes upon conversion by bondholders. Further reference is made to the Notes to the Consolidated Financial Statements, Note 19.
⁴ Reference is made to the Notes to the Consolidated Financial Statements, Note 26.
⁵ The Company repurchased 692,404 ordinary shares in 2025 for an aggregate value of € 82.0 million.
Balance at January 1, 2024 81,146,738 811 108,144 (14,305) 157,962 (8,283) 177,084 421,413
Total comprehensive income for the period - - - - (2,493) (1,403) 181,992 178,096
Dividend paid to owners of the Company - - - - - - (171,534) (171,534)
Convertible Notes converted into equity - - 123,055 - - - - 123,055
Changes in legal reserve - - - (3,239) 3,239 - - -
Appropriation of the result - - - 5,550 - - (5,550) -
Equity-settled share-based payments
expense - - 30,067 - - - - 30,067
Purchase of treasury shares - - (79,833) - - - - (79,833)
Balance at December 31, 2024 81,146,738 811 181,433 (11,994) 158,708 (9,686) 181,992 501,264
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Changes in legal reserves during 2025 and 2024 are as follows:
(€ thousands) Currency
translation
adjustment
Capitalized
research and
development
expenses
Reserves for
subsidiaries
Cash flow
hedging
Total legal
reserves
Balance at January 1, 2025 61,119 96,440 3,749 (2,600) 158,708
Total comprehensive income (loss) for the period (6,345) - - 4,401 (1,944)
Transfer from retained earnings - 7,772 (160) - 7,612
Balance at December 31, 2025 54,774 104,212 3,589 1,801 164,376
Balance at January 1, 2024 56,869 93,266 3,684 4,143 157,962
Total comprehensive income (loss) for the period 4,250 - - (6,743) (2,493)
Transfer from retained earnings - 3,174 65 - 3,239
Balance at December 31, 2024 61,119 96,440 3,749 (2,600) 158,708
Foreign currency translation adjustment
The foreign currency translation adjustment comprises all foreign currency differences
arising from the translation of the financial statements of foreign operations.
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Accumulated other comprehensive income (loss)
Accumulated other comprehensive income (loss) consists of:
(€ thousands) December 31, December 31,
2025 2024
Actuarial gains (losses) (8,394) (11,391)
Deferred taxes 291 942
Others 763 763
Accumulated other comprehensive income (loss) (7,340) (9,686)
Actuarial gains (losses)
The reserve for actuarial gains and losses arises from the actuarial calculations for the
defined benefit pension plans.
Deferred taxes
The deferred taxes in accumulated other comprehensive income (loss) primarily relate to
the deferred tax on the recognized actuarial gains and losses on the pension plans, cash
flow hedges and share based payments.
Dividends
Proposed for approval at the Annual General Meeting of Shareholders to be held on
April 23, 2026 (not recognized as a liability as at December 31, 2025 and December 31, 2024):
(€ thousands) December 31, December 31,
2025 2024
€ 1.58 per ordinary share (2024: € 2.18) 125,300 172,900
The Board of Management proposes to allocate the part of the net income for the year
2025 remaining after payment of the dividend to the retained earnings. The Supervisory
Board has approved this proposal.
8. Borrowing facilities
A summary of Besi’s principal credit lines is as follows:
• A € 80 million committed revolving credit facility with a consortium of European banks. In
January 2026 this facility was replaced by a € 40 million committed revolving credit facility
with an accordion option to increase to € 80 million. This new facility matures in 2031 with
option to extend with two years. Outstanding amounts under the new facility will bear
interest at EURIBOR plus a margin that depends on the Company’s financial position.
Borrowings under the facility can be repaid at any time at 100% of principal amount and
can be used for working capital and other corporate purposes. The principal covenants
associated with the facility include a maintenance test of consolidated debt to equity and
a limitation on the incurrence of additional permitted indebtedness. The facility is granted
without securities.
• An uncommitted overdraft facility of € 10.0 million for the purpose of short-term overdrafts
(maximum of 15 days) in current accounts. The overdraft facility has no contractual
maturity date.
• A credit line of € 1.0 million for bank guarantees is granted without securities. The
borrowing facility has no contractual maturity date.
No borrowings were utilized.
9. Long-term debt
Reference is made to the Notes to the Consolidated Financial Statements, Note 19.
10. Amounts due from/due to subsidiaries
Amounts due from/due to subsidiaries consist of non-interest bearing short-term receivables
and payables and interest bearing cash pool positions, which are calculated based on
market-rates.
11. Commitments and contingencies
BE Semiconductor Industries N.V. has assumed joint and several liabilities in accordance
with article 403 Part 9 of Book 2 of The Dutch Civil Code with respect to all its Dutch
subsidiaries.
BE Semiconductor Industries N.V. is parent of the fiscal unit BE Semiconductor
Industries N.V. and is therefore liable for the liabilities of the fiscal unit as a whole.
The fiscal unit consists of BE Semiconductor Industries N.V., Fico International B.V.,
Besi Netherlands B.V., Meco Equipment Engineers B.V. and A12 property B.V.
The credit facilities of Besi Leshan Co. Ltd. and Besi Singapore Pte. Ltd. for an aggregate
value of € 6.2 million are secured by a parent company guarantee.
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14. Income taxes
The deferred tax liabilities of € 2.5 million at December 31, 2025 is mainly related to
temporary difference in the fiscal and commercial valuation on the Convertible Notes and
inventories. A summary of the changes is as follows:
(€ thousands) 2025 2024
Balance at January 1 3,404 5,702
Movement through profit and loss (781) (276)
Movement through equity (102) (2,022)
Deferred tax liabilities December 31 2,521 3,404
The reconciliation of income tax benefit is as follows:
(€ thousands) Year ended December 31, 2025
in % of loss
before taxes
Year ended December 31, 2024
in % of loss
before taxes
Expected income tax expense
(benefit) based on domestic rate (4,716) 25.8% (3,764) 25.8%
Non-deductible expenses 4,356 (23.8%) 4,825 (33.1%)
Tax incentive (450) 2.5% (120) 0.8%
Other 47 (0.3%) (2,866) 19.7%
Income tax expense (benefit)
reported (763) 4.2% (1,925) 13.2%
12. Financial income and expense
The components of financial income and expense are as follows:
(€ thousands) Year ended December 31,
2025 2024
Interest income 13,691 17,101
Interest income from subsidiaries 2,530 2,226
Net result of hedging - 206
Subtotal financial income 16,221 19,533
Interest expense (24,343) (16,079)
Interest expense to subsidiaries (875) (1,252)
Net result of hedging (55) -
Net foreign currency results (1,091) (105)
Subtotal financial expense (26,364) (17,436)
Financial income (expense), net (10,143) 2,097
13. Selected operating expenses and additional information
Personnel expenses for all employees are as follows:
(€ thousands) Year ended December 31,
2025 2024
Wages and salaries 3,510 2,970
Social security expenses 219 201
Pension and retirement expenses 354 391
Share-based compensation plans 16,375 30,067
Other personnel costs 717 682
Total personnel expenses 21,175 34,311
Certain selected operating expenses are recharged to subsidiaries.
The average number of employees during 2025 and 2024 was 14 and 13, respectively.
The remuneration paragraph is included in Note 26 of the Consolidated Financial
Statements and reference is also made to the Remuneration Report included in this Annual
Report.
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15. Additional information
Cost of services provided by external auditor
EY Accountants B.V. has served as our independent registered public accounting firm for
the year 2025 and 2024. The following table sets out the aggregated fees for professional
audit services and other services rendered by EY Accountants B.V. and its member firms
and/or affiliates in 2025 and 2024.
(€ thousands) EY Accountants
B.V.
EY
Network
Year ended
December 31,
2025
EY Accountants
B.V.
EY
Network
Year ended
December 31,
2024
Audit services 509 239 748 543 220 763
Other assurance services 252 2 254 757 6 763
Other non-audit services - - - - - -
Total costs 761 241 1,002 1,300 226 1,526
16. Events after the balance sheet date
There are no events to report.
Duiven, February 18, 2026
Board of Management Supervisory Board
Richard W. Blickman Richard Norbruis
Carlo Bozotti
Elke Eckstein
Niek Hoek
Laura Oliphant
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Other Information
Corporate Information
Corporate Office
BE Semiconductor Industries N.V.
Ratio 6, 6921 RW Duiven
Tel. (31) 26 319 4500
www.besi.com
e-mail: [email protected], investor[email protected]om
For addresses of Besi’s offices and manufacturing facilities
worldwide, please visit Besi’s website: www.besi.com.
Transfer Agent
Ordinary shares (euro)
ABN AMRO Bank N.V., Amsterdam, the Netherlands
Independent Auditors
EY Accountants B.V., Eindhoven, the Netherlands
Legal Counsels
Stibbe N.V., Amsterdam, the Netherlands
Taylor Wessing N.V., Amsterdam, the Netherlands
Trade Register
Chamber of Commerce, Arnhem, the Netherlands
Number 09092395
Statutory Financial Statements
The statutory financial statements of BE Semiconductor
Industries N.V. will be filed with the Chamber of Commerce,
Arnhem, the Netherlands.
Annual General Meeting
The Annual General Meeting of Shareholders will be held on
April 23, 2026, 10.30 a.m.
Board of Management
Richard W. Blickman (1954)
Chief Executive Officer,
Chairman of the Board of Management
Management Team Members
Chris Scanlan (1969)
SVP Technology
Christoph Scheiring (1970)
SVP Die Attach
Peter Wiedner (1970)
SVP Sub Micron Die Attach
Jeroen Kleijburg (1974)
SVP Packaging
Bart Berenbak (1971)
VP Plating
Henk Jan Jonge Poerink (1970)
SVP Global Operations
Jong Kwon Park (1966)
SVP Sales & Customer Service APac
René Hendriks (1961)
SVP Sales Europe/North America
Andrea Kopp-Battaglia (1978)
SVP Finance
Other Members of Management
Kin Mun Kok (1980)
VP Besi Product Asia
Seng Poh Ho (1972)
VP Support Center Asia
Thomas Lokay (1975)
VP Strategic Supply Management
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Independent Auditor’s Report
To: the shareholders and Supervisory Board of BE Semiconductor Industries N.V.
Report on the audit of the Financial Statements 2025 included in
the Annual Report
Our opinion
We have audited the accompanying Financial Statements for the financial year ended 2025
of BE Semiconductor Industries N.V. based in Amsterdam.
The Financial Statements comprise the Consolidated Financial Statements and the Parent
Company Financial Statements.
In our opinion:
• The Consolidated Financial Statements give a true and fair view of the financial position
of BE Semiconductor Industries N.V. as at December 31, 2025 and of its result and its
cash flows for 2025 in accordance with IFRS Accounting Standards as adopted in the
European Union (IFRS Accounting Standards) and with Part 9 of Book 2 of the Dutch Civil
Code.
• The Parent Company Financial Statements give a true and fair view of the financial
position of BE Semiconductor Industries N.V. as at December 31, 2025 and of its result for
2025 in accordance with Part 9 of Book 2 of the Dutch Civil Code.
The Consolidated Financial Statements comprise:
• The Consolidated Statement of Financial Position as at December 31, 2025.
• The following statements for 2025: the Consolidated Statement of Operations, the
Consolidated Statement of Comprehensive Income, the Consolidated Statement of
Changes in Equity and the Consolidated Statement of Cash Flows.
• The Notes comprising material accounting policy information and other explanatory
information.
The Parent Company Financial Statements comprise:
• The Parent Company Balance Sheet as at December 31, 2025.
• The Parent Company Statement of Income and Expense for 2025.
• The notes comprising a summary of the accounting policies and other explanatory
information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on
Auditing. Our responsibilities under those standards are further described in the Our
responsibilities for the audit of the Financial Statements section of our report.
We are independent of BE Semiconductor Industries N.V. in accordance with the EU
Regulation on specific requirements regarding statutory audit of public-interest entities,
the
Wet toezicht accountantsorganisaties
(“Wta”, Audit firms supervision act), the
Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten
(“ViO”,
Code of Ethics for Professional Accountants, a regulation with respect to independence)
and other relevant independence regulations in the Netherlands. Furthermore, we have
complied with the
Verordening gedrags- en beroepsregels accountants
(“VGBA”, Dutch
Code of Ethics for Professional Accountants).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the Financial Statements
as a whole and in forming our opinion thereon. The following information in support of our
opinion and any findings were addressed in this context, and we do not provide a separate
opinion or conclusion on these matters.
Our understanding of the business
BE Semiconductor Industries N.V. is the holding company for a worldwide business engaged
in the development, production, marketing and sales of back-end equipment for the
semiconductor industry. The group is structured in components, and we tailored our group
audit approach accordingly. We paid specific attention in our audit to a number of areas
driven by the operations of the group and our risk assessment.
We determined materiality and identified and assessed the risks of material misstatement
of the Financial Statements, whether due to fraud or error in order to design audit
procedures responsive to those risks and to obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion.
Materiality
Materiality € 7,500,000 (2024: € 9,400,000)
Benchmark applied Around 5% of income before income tax
Explanation Based on our professional judgement we have considered an earnings-based
measure as the appropriate basis to determine materiality. We consider income
before income tax to be the most relevant measure given the nature of the
business and the users of the Financial Statements. We determined materiality
consistent with prior financial year.
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OTHER
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We have also taken into account misstatements and/or possible misstatements that in
our opinion are material for the users of the Financial Statements for qualitative reasons.
We agreed with the Supervisory Board that misstatements in excess of € 375,000, which
are identified during the audit, would be reported to them, as well as smaller misstatements
that in our view must be reported on qualitative grounds.
Scope of the group audit
BE Semiconductor Industries N.V. is at the head of a group of entities. The financial
information of this group is included in the Financial Statements.
We are responsible for planning and performing the group audit to obtain sufficient
appropriate audit evidence regarding the financial information of the entities or business
units within the group as a basis for forming an opinion on the Financial Statements. We
are also responsible for the direction, supervision, review and evaluation of the audit work
performed for purposes of the group audit. We bear the full responsibility for the auditor’s
report.
Based on our understanding of the group and its environment, the applicable financial
framework and the group’s system of internal control, we identified and assessed risks of
material misstatement of the Financial Statements and the significant accounts and
disclosures. Based on this risk assessment, we determined the nature, timing and extent
of audit work performed, including the entities or business units within the group
(components) at which to perform audit work. For this determination we considered the
nature of the relevant events and conditions underlying the identified risks of material
misstatements for the Financial Statements, the association of these risks to components
and the materiality or financial size of the components relative to the group.
We communicated the audit work to be performed and identified risks through instructions
for component auditors as well as requesting component auditors to communicate
matters related to the financial information of the component that is relevant to identifying
and assessing risks.
We selected the components in Austria, China, Malaysia, the Netherlands, Singapore and
Switzerland to perform audits for group reporting purposes because we identified a
significant risk of material misstatement for one or more account balances and/or
disclosures. The central audit team performed audit procedures on accounting areas
managed centrally, such as the key audit matter related to revenue recognition, the
assessment of forward-looking information, the majority of the audit procedures of the
Swiss and Dutch components and other centralized accounts. We used EY offices in the
other countries for the remaining full scope and specific scope components.
This resulted in the following coverage:
ASSETS PRE-TAX INCOMEREVENUES
Full scope
Specific scope
Analytical procedures
For the components which are not assigned a full or specific scope, we performed analytical
procedures to corroborate that our risk assessment and scoping remained appropriate
throughout the audit.
We performed site visits to meet with local management and component teams, observe
the component operations, discuss the group risk assessment and the risks of material
misstatements for Singapore. We reviewed and evaluated the adequacy of the deliverables
from component auditors and reviewed key working papers for selected components to
address the risks of material misstatement. We held planning meetings, key meetings
required based on circumstances and we attended closing meetings with local management
and component teams for all components. During these meetings and calls, amongst
others, the planning, procedures performed based on risk assessments, findings and
observations were discussed and any further work deemed necessary by the primary or
component team was then performed.
By performing the audit work mentioned above at the entities or business units within the
group, together with additional work at group level, we have been able to obtain sufficient
and appropriate audit evidence about the group’s financial information to provide an
opinion on the Financial Statements.
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OTHER
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Teaming and use of specialists
We ensured that the audit teams both at group and at component levels included the
appropriate skills and competences which are needed for the audit of a listed client in the
semiconductor industry. We included specialists in the areas of IT audit, forensics,
sustainability, treasury, share-based payments and income tax and have made use of our
own experts in the areas of transfer pricing.
Our focus on climate-related risks and the energy transition
Climate change and the energy transition are high on the public agenda. Issues such as CO
2
reduction impact financial reporting, as these issues entail risks for the business operation,
the valuation of assets and provisions or the sustainability of the business model and
access to financial markets of companies with a larger CO
2
footprint. The Board of
Management summarized BE Semiconductor Industries N.V.’s commitments and
obligations, and reported in the Sustainability Statement how the Company is addressing
climate-related and environmental risks.
As part of our audit of the Financial Statements, we evaluated the extent to which climate-
related risks and the effects of the energy transition and the Company’s commitments and
(constructive) obligations, are taken into account in estimates and significant assumptions,
especially in the area of impairment of goodwill and other intangible assets, as well as in
the design of relevant internal control measures. Furthermore, we read the report of the
Board of Management and considered whether there is any material inconsistency between
the non-financial information in the Sustainability Statement and the Consolidated
Financial Statements.
Based on the audit procedures performed, we do not deem climate-related risks to have a
material impact on the financial reporting judgements, estimates or significant
assumptions as at December 31, 2025.
Our focus on fraud and non-compliance with laws and regulations
Our responsibility
Although we are not responsible for preventing fraud or non-compliance and we cannot be
expected to detect non-compliance with all laws and regulations, it is our responsibility to
obtain reasonable assurance that the Financial Statements, taken as a whole, are free
from material misstatement, whether caused by fraud or error. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Our audit response related to fraud risks
We identified and assessed the risks of material misstatements of the Financial
Statements due to fraud. During our audit we obtained an understanding of the Company
and its environment and the components of the system of internal control, including the
risk assessment process and management’s process for responding to the risks of fraud
and monitoring the system of internal control and how the Supervisory Board exercises
oversight, as well as the outcomes. We refer to the ‘Risk Management’ section of the
Report of the Board of Management for management’s fraud risk assessment.
We evaluated the design and relevant aspects of the system of internal control and in
particular the fraud risk assessment, as well as the Code of Conduct, whistle blower
procedures and incident registration. We evaluated the design and the implementation of
internal controls designed to mitigate fraud risks.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with
respect to financial reporting fraud, misappropriation of assets and bribery and corruption.
We particularly considered fraud risk factors inherent to conducting business in countries
with a higher corruption risk, as discussed in the section ‘Risk Management’ of the Report
of the Board of Management. In close co-operation with our forensic specialists we
evaluated whether these factors indicate that a risk of material misstatement due to
fraud is present.
We incorporated elements of unpredictability in our audit. We also considered the outcome
of our other audit procedures and evaluated whether any findings were indicative of fraud
or non-compliance.
We addressed the risks related to management override of controls, as this risk is present
in all organizations. For these risks we have, among other things, performed procedures to
evaluate whether the selection and application of accounting policies by the Company, in
particular relating to important judgement areas and significant accounting estimates, as
disclosed in Note 2 to the Financial Statements. We have also used data analysis to
identify and address high-risk journal entries and other adjustments made in the financial
reporting process. We evaluated the business rationale (or the lack thereof) of significant
extraordinary transactions, including those with related parties. Additionally, in order to
respond to the identified risks of management override of controls, we specifically tested
manual journal entries in revenues with supporting evidence.
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FINANCIAL
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OTHER
INFORMATION
The following fraud risk identified required significant attention during our audit.
Presumed risks of fraud in revenue recognition
Fraud risk Our audit approach
When identifying and assessing fraud risks, we presume that
there are risks of fraud in revenue recognition. The Company
recognizes revenue when it transfers control over a product or
service to a customer. Revenue recognition is considered a fraud
risk as revenue is a focus area for the Company. These revenues
are disclosed in Note 2 and 24 to the Financial Statements,
which detail the significant accounting policies on revenue
recognition.
We describe the audit procedures
responsive to the presumed risk of
fraud in revenue recognition in the
description of our audit approach
for the key audit matter ’Revenue
Recognition’.
We considered available information and made enquiries of relevant executives, directors,
internal audit and regional directors and the Supervisory Board.
The fraud risks we identified, enquiries and other available information did not lead to
specific indications for fraud or suspected fraud potentially materially impacting the view
of the Financial Statements.
Our audit response related to risks of non-compliance with laws and regulations
We performed appropriate audit procedures regarding compliance with the provisions of
those laws and regulations that have a direct effect on the determination of material
amounts and disclosures in the Financial Statements. Furthermore, we assessed factors
related to the risks of non-compliance with laws and regulations that could reasonably be
expected to have a material effect on the Financial Statements from our general industry
experience, through discussions with the Board of Management, reading minutes,
inspection of internal audit and compliance reports and performing substantive tests of
details of classes of transactions, account balances or disclosures.
We also inspected lawyers’ letters and were informed by the Board of Management that
there was no correspondence with regulatory authorities and remained alert to any
indication of (suspected) non-compliance throughout the audit. Finally, we obtained
written representations that all known instances of non-compliance with laws and
regulations have been disclosed to us.
Our audit response related to going concern
As disclosed in Note 1 to the Financial Statements and the ‘Internal control and risk
management section’ in the Report of the Board of Management, the Financial Statements
have been prepared on a going concern basis. When preparing the Financial Statements,
the Board of Management made a specific assessment of the Company’s ability to continue
as a going concern and to continue its operations for the foreseeable future.
We discussed and evaluated the specific assessment with the Board of Management
exercising professional judgement and maintaining professional skepticism. We considered
whether the Board of Management’s going concern assessment, based on our knowledge
and understanding obtained through our audit of the Financial Statements or otherwise,
contains all relevant events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the related disclosures in the
Financial Statements or, if such disclosures are inadequate, to modify our opinion.
Based on our procedures performed, we did not identify material uncertainties about going
concern or management’s use of the going concern basis of accounting. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause a company to cease to continue as a going concern.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the Financial Statements. We have communicated the key audit
matters to the Supervisory Board. The key audit matters are not a comprehensive reflection
of all matters discussed.
In comparison with previous year, our key audit matters did not change.
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OTHER
INFORMATION
Revenue recognition
Risk Our audit approach Key observations
The Company recognizes revenue when it transfers control over a
product or service to a customer. Revenue recognition is considered a
key audit matter as revenue is a focus area for the Company.
We identified the following fraud risks related to improper revenue
recognition for the Company:
1. Cut-off of sales transactions before year end for machine sales
2. Issuance of invoices and manual journal entries for fictitious
transactions in external revenues (which are never settled in cash)
Reference is made to Note 2 and 24 to the Financial Statements,
which detail the significant accounting policies on revenue
recognition.
We have assessed the appropriateness of the Company’s revenue
recognition accounting policies, obtained an understanding of the
internal control environment and assessed compliance with IFRS 15.
Our audit procedures included, amongst others, testing individual
sales orders and transactions to assess proper identification of the
identifiable performance obligations in the contracts and correct
allocation of the transaction price to these performance obli-
gations and recognition hereof.
We also tailored our audit procedures to address our fraud risk. We
used data analytics to correlate revenues to cash receipts and
performed subsequent collection testing on trade receivables.
Furthermore, we tested manual journal entries with supporting
evidence. We also selected sales transactions before and after year
end to assess whether revenue was recognized in the correct period
by, amongst others, inspection of sales contracts, client acceptance
documents and shipping documents. We also evaluated the
adequacy of the disclosures provided by the Company in Note 2 and
24.
We assessed that the Company’s revenue recognition accounting
policies were appropriately applied.
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OTHER
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Report on other information included in the Annual Report
The Annual Report contains other information in addition to the Financial Statements and
our auditor’s report thereon.
Based on the following procedures performed, we conclude that the other information:
• Is consistent with the Financial Statements and does not contain material
misstatements.
• Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the
management report (excluding the Sustainability Statement) and the other information
as required by Part 9 of Book 2 of the Dutch Civil Code and as required by Sections 2:135b
and 2:145 sub section 2 of the Dutch Civil Code for the Remuneration Report.
We have read the other information. Based on our knowledge and understanding obtained
through our audit of the Financial Statements or otherwise, we have considered whether
the other information contains material misstatements. By performing these procedures,
we comply with the requirements of Part 9 of Book 2 and Section 2:135b sub-Section 7 of
the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed
is substantially less than the scope of those performed in our audit of the Financial
Statements.
The Board of Management is responsible for the preparation of the other information,
including the management report in accordance with Part 9 of Book 2 of the Dutch Civil
Code and other information required by Part 9 of Book 2 of the Dutch Civil Code. The Board
of Management and the Supervisory Board are responsible for ensuring that the
Remuneration Report is drawn up and published in accordance with Sections 2:135b and
2:145 sub section 2 of the Dutch Civil Code.
Description of responsibilities regarding the Financial Statements
Responsibilities of the Board of Management and the Supervisory Board for the
Financial Statements
The Board of Management is responsible for the preparation and fair presentation of the
Financial Statements in accordance with IFRS Accounting Standards and Part 9 of Book 2
of the Dutch Civil Code. Furthermore, the Board of Management is responsible for such
internal control as the Board of Management determines is necessary to enable the
preparation of the Financial Statements that are free from material misstatement,
whether due to fraud or error.
As part of the preparation of the Financial Statements, the Board of Management is
responsible for assessing the Company’s ability to continue as a going concern. Based on
the financial reporting framework mentioned, the Board of Management should prepare
the Financial Statements using the going concern basis of accounting unless the Board of
Management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so. The Board of Management should disclose events and
circumstances that may cast significant doubt on the Company’s ability to continue as a
going concern in the Financial Statements.
The Supervisory Board is responsible for overseeing the Company’s financial reporting
process.
Our responsibilities for the audit of the Financial Statements
Our objective is to plan and perform the audit engagement in a manner that allows us to
obtain sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which
means we may not detect all material misstatements, whether due to fraud or error during
our audit.
Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these Financial Statements. The materiality affects the
nature, timing and extent of our audit procedures and the evaluation of the effect of
identified misstatements on our opinion.
We have exercised professional judgement and have maintained professional skepticism
throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements
and independence requirements. The Information in support of our opinion section above
includes an informative summary of our responsibilities and the work performed as the
basis for our opinion.
Our audit further included among others:
• Performing audit procedures responsive to the risks identified, and obtaining audit
evidence that is sufficient and appropriate to provide a basis for our opinion.
• Obtaining an understanding of internal control relevant to the audit 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.
• Evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Management.
• Evaluating the overall presentation, structure and content of the Financial Statements,
including the disclosures.
• Evaluating whether the Financial Statements represent the underlying transactions and
events in a manner that achieves fair presentation.
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OTHER
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Communication
We communicate with the Supervisory Board regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant
findings in internal control that we identify during our audit. In this respect we also submit
an additional report to the Audit Committee of the Supervisory Board in accordance with
Article 11 of the EU Regulation on specific requirements regarding statutory audit of
public-interest entities. The information included in this additional report is consistent
with our audit opinion in this auditor’s report.
We provide the Supervisory Board with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with the Supervisory Board, we determine the key audit
matters: those matters that were of most significance in the audit of the Financial
Statements. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances,
not communicating the matter is in the public interest.
Report on other legal and regulatory requirements and ESEF
Engagement
We were engaged by the general meeting as auditor of BE Semiconductor Industries N.V.
on April 26, 2018, as of the audit for the year 2018 and have operated as statutory auditor
ever since that date. As of April 28, 2022, we have been appointed as auditors for the
period from 2022 to 2025.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the
EU Regulation on specific requirements regarding statutory audit of public-interest
entities.
European Single Electronic Reporting Format (“ESEF”)
BE Semiconductor Industries N.V. has prepared the Annual Report in ESEF. The requirements
for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory
technical standards on the specification of a single electronic reporting format (hereinafter:
the “RTS on ESEF”).
In our opinion the Annual Report prepared in the XHTML format, including the (partially)
marked-up Financial Statements as included in the reporting package by BE Semiconductor
Industries N.V., complies in all material respects with the RTS on ESEF.
The Board of Management is responsible for preparing the Annual Report, including the
Financial Statements, in accordance with the RTS on ESEF, whereby the Board of
Management combines the various components into a single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the Annual
Report in this reporting package complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard
3950N,
Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van
een digitaal verantwoordingsdocument
(assurance engagements relating to compliance
with criteria for digital reporting). Our examination included amongst others:
• Obtaining an understanding of the entity’s financial reporting process, including the
preparation of the reporting package.
• Identifying and assessing the risks that the annual report does not comply in all material
respects with the RTS on ESEF and designing and performing further assurance
procedures responsive to those risks to provide a basis for our opinion, including:
• Obtaining the reporting package and performing validations to determine whether the
reporting package containing the Inline XBRL instance document and the XBRL
extension taxonomy files, has been prepared in accordance with the technical
specifications as included in the RTS on ESEF.
• Examining the information related to the Financial Statements in the reporting
package to determine whether all required mark-ups have been applied and whether
these are in accordance with the RTS on ESEF.
Eindhoven, February 18, 2026
EY Accountants B.V.
Signed by N. van Es
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OTHER
INFORMATION
Limited assurance report of the independent auditor on the Sustainability Statement
To: the shareholders and the Supervisory Board of BE Semiconductor Industries N.V.
Our conclusion
We have performed a limited assurance engagement on the consolidated Sustainability
Statement for 2025 of BE Semiconductor Industries N.V. based in Amsterdam (hereinafter:
“the Company”) in section Sustainability Statement of the accompanying Report of the
Board of Management including the information incorporated in the Sustainability
Statement by reference (hereinafter: “the Sustainability Statement”).
Based on our procedures performed and the evidence obtained, nothing has come to our
attention that causes us to believe that the Sustainability Statement is not, in all material
respects:
• prepared in accordance with the European Sustainability Reporting Standards (“ESRS”)
as adopted by the European Commission and compliant with the Double Materiality
Assessment process carried out by the Company to identify the information reported
pursuant to the ESRS; and
• compliant with the reporting requirements provided for in Article 8 of Regulation (EU)
2020/852 (Taxonomy Regulation).
Our conclusion has been formed on the basis of the matters outlined in this limited
assurance report.
Basis for our conclusion
We have performed our limited assurance engagement on the Sustainability Statement in
accordance with Dutch law, including Dutch Standard 3810N,
Assurance-opdrachten
inzake duurzaamheidsverslaggeving
(Assurance engagements relating to sustainability
reporting), which is a specified Dutch standard that is based on the International Standard
on Assurance Engagements (ISAE) 3000 (Revised), “Assurance engagements other than
audits or reviews of historical financial information”.
Our assurance engagement was aimed to obtain a limited level of assurance that the
Sustainability Statement is free from material misstatements. The procedures vary in
nature and timing from, and are less in extent, than for a reasonable assurance engagement.
Consequently, the level of assurance obtained in a limited assurance engagement is
substantially lower than the assurance that would have been obtained had a reasonable
assurance engagement been performed. Our responsibilities in this regard are further
described in the section ‘Our responsibilities for the limited assurance engagement on the
Sustainability Statement’ of our report.
We are independent of BE Semiconductor Industries N.V. in accordance with the
Verordening
inzake de onafhankelijkheid van accountants bij assurance-opdrachten
(“ViO”, Code of
Ethics for Professional Accountants, a regulation with respect to independence) and other
relevant independence regulations in the Netherlands. This includes that we do not
perform any activities that could result in a conflict of interest with our independent
assurance engagement and we are not involved in the preparation of the Sustainability
Statement, as doing so may compromise our independence. Furthermore, we have
complied with the
Verordening gedrags- en beroepsregels accountants
(“VGBA”, Dutch
Code of Ethics for Professional Accountants). The ViO and VGBA are at least as demanding
as the International code of ethics for professional accountants (including International
independence standards) of the International Ethics Standards Board for Accountants (the
IESBA Code) as relevant to limited assurance engagements on Sustainability Statements
of public interest entities in the European Union.
We believe that the assurance evidence we have obtained is sufficient and appropriate to
provide a basis for our conclusion.
Inherent limitations associated with measurement or evaluation of sustainability
information
Significant uncertainties affecting the quantitative metrics and monetary
amounts
Section ‘Sources of estimation and outcome uncertainty’ in the Sustainability Statement
identifies the quantitative metrics and monetary amounts that are subject to a high level
of measurement uncertainty and discloses information about the sources of measurement
uncertainty and the assumptions, approximations and judgements the Company has made
in measuring these in compliance with the ESRS.
Comparability may be limited for entity-specific sustainability information
The Company provides additional entity-specific sustainability information in Sections
Diversity and Workers in the value chain. The comparability of entity-specific sustainability
information between entities and over time may be affected by the absence of a uniform
practice or availability of external information sources to measure or evaluate this
information that can support comparability. This allows for the application of different,
but acceptable, measurement techniques.
Inherent limitations of a Double Materiality Assessment process
The Sustainability Statement may not include every impact, risk and opportunity or
additional entity-specific disclosure that each individual stakeholder (group) may consider
important in its own particular assessment.
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FINANCIAL
STATEMENTS 2025
OTHER
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Inherent limitations of forward-looking information
In reporting forward-looking information in accordance with the ESRS, the Board of
Management describes the underlying assumptions and methods of producing the
information, as well as other factors that provide evidence that it reflects the actual plans
or decisions made by the Company (actions). Forward-looking information relates to
events and actions that have not yet occurred and may never occur. The actual outcome is
likely to be different since anticipated events frequently do not occur as expected.
Comparative information not assured
Sustainability information for reporting years before 2024 included in the Sustainability
Statement, has not been part of this limited assurance engagement. Consequently, we do
not provide any assurance on the comparative information and thereto related disclosures
in the Sustainability Statement for reporting years before Year 2024.
Our conclusion is not modified in respect of this matter.
Responsibilities of the Board of Management and the Supervisory Board for the
Sustainability Statement
The Board of Management is responsible for the preparation of the Sustainability
Statement in accordance with the ESRS, including the Double Materiality Assessment
process carried out by the Company as the basis for the Sustainability Statement and
disclosure of material impacts, risks and opportunities in accordance with the ESRS. As
part of the preparation of the Sustainability Statement, the Board of Management is
responsible for compliance with the reporting requirements provided for in Article 8 of
Regulation (EU) 2020/852 (Taxonomy Regulation).
The Board of Management is also responsible for selecting and applying additional entity-
specific disclosures to enable users to understand the Company’s sustainability-related
impacts, risks or opportunities and for determining that these additional entity-specific
disclosures are suitable in the circumstances and in accordance with the ESRS.
Furthermore, the Board of Management is responsible for such internal control as it
determines is necessary to enable the preparation of the Sustainability Statement that is
free from material misstatement, whether due to fraud or error.
The Supervisory Board is responsible for overseeing the sustainability reporting process
including the Double Materiality Assessment process carried out by the Company.
Our responsibilities for the limited assurance engagement on the Sustainability
Statement
Our responsibility is to plan and perform the limited assurance engagement in a manner
that allows us to obtain sufficient and appropriate assurance evidence for our conclusion.
We apply the applicable quality management requirements pursuant to the
Nadere
voorschriften kwaliteitsmanagement
(“NVKM”, regulations for quality management) and
the International Standard on Quality Management (“ISQM”) 1, and accordingly maintain a
comprehensive system of quality management including documented policies and
procedures regarding compliance with ethical requirements, professional standards and
other relevant legal and regulatory requirements.
Our limited assurance engagement included amongst others:
• Performing inquiries and an analysis of the external environment and obtaining an
understanding of relevant sustainability themes and issues, the characteristics of the
Company, its activities and the value chain and its key intangible resources in order to
assess the Double Materiality Assessment process carried out by the Company as the
basis for the Sustainability Statement and disclosure of all material sustainability-
related impacts, risks and opportunities in accordance with the ESRS.
• Obtaining through inquiries a general understanding of the internal control environment,
the Company’s processes for gathering and reporting entity-related and value chain
information, the information systems and the Company’s risk assessment process
relevant to the preparation of the Sustainability Statement and for identifying the
Company’s activities, determining eligible and aligned economic activities and prepare
the disclosures provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy
Regulation), without obtaining assurance information about the implementation or
testing the operating effectiveness of controls.
• Assessing the Double Materiality Assessment process carried out by the Company and
identifying and assessing areas of the Sustainability Statement, including the
disclosures provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation),
where misleading or unbalanced information or material misstatements, whether due to
fraud or error, are likely to arise (‘selected disclosures’). Designing and performing
further assurance procedures aimed at assessing that the Sustainability Statement is
free from material misstatements responsive to this risk analysis.
• Considering whether the description of the Double Materiality Assessment process in
the Sustainability Statement made by the Board of Management appears consistent
with the process carried out by the Company.
• Determining the nature and extent of the procedures to be performed for the group
components and locations. For this, the nature, extent and/or risk profile of these
components are decisive.
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OTHER
INFORMATION
• Performing analytical review procedures on quantitative information in the Sustainability
Statement, including consideration of data and trends.
• Assessing whether the Company’s methods for developing estimates are appropriate
and have been consistently applied for selected disclosures. We considered data and
trends, however our procedures did not include testing the data on which the estimates
are based or separately developing our own estimates against which to evaluate the
Board of Management’s estimates.
• Analyzing, on a limited sample basis, relevant internal and external documentation
available to the Company (including publicly available information or information from
actors throughout its value chain) for selected disclosures.
• Reading the other information in the Annual Report to identify material inconsistencies,
if any, with the Sustainability Statement.
• Considering whether the disclosures provided to address the reporting requirements
provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) for each of
the environmental objectives, reconcile with the underlying records of the Company and
are consistent or coherent with the Sustainability Statement, appear reasonable, in
particular whether the eligible economic activities meet the cumulative conditions to
qualify as aligned and whether the technical screening criteria are met, and whether the
key performance indicators disclosures have been defined and calculated in accordance
with the Taxonomy delegated acts, and comply with the reporting requirements provided
for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation), including the format
in which the activities are presented.
• Considering the overall presentation, structure and fundamental qualitative
characteristics of information (relevance and faithful representation: complete, neutral
and accurate) reported in the Sustainability Statement, including the reporting
requirements provided for in Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation).
• Considering, based on our limited assurance procedures and evaluation of the evidence
obtained, whether the Sustainability Statement as a whole, is free from material
misstatements and prepared in accordance with the ESRS.
Communication
We communicate with the Supervisory Board regarding, among other matters, the planned
scope and timing of the assurance engagement and significant findings that we identify
during our assurance engagement.
Amsterdam, February 18, 2026
EY Accountants B.V.
Signed by J. Niewold
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AND TECHNOLOGY ADVISORY BOARD MEMBERS
FINANCIAL
STATEMENTS 2025
OTHER
INFORMATION
Other Information
Preference shares
At December 31, 2025, the Company’s authorized capital consisted of 160,000,000 ordinary
shares, nominal value € 0.01 per share, and 160,000,000 preference shares, nominal value
€ 0.01 per share.
No preference shares were outstanding at December 31, 2025.
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 Company’s continuity, independence and identity.
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 that 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 replaced
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 outstanding ordinary shares at the time of exercise of the 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 the 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 causing a dilution of the rights of other shareholders at that stage.
The members of the board of the Foundation are W.L.J. Bröcker (Chair), J.N. de Blécourt,
D.J. Dunn, T. de Waard and B. Nauta. Except for Mr De Waard and Mr Dunn who are former
Supervisory Board members, none of the other 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
Supervision Act
(“Wet op het financieel toezicht”)
.
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 Shareholders to determine the total
dividend over 2025 at € 1.58 per ordinary share, amounting to a total of € 125.3 million.
The Board of Management proposes to allocate the part of the net income for the year
2025 remaining after payment of the dividend to the retained earnings. The Supervisory
Board has approved this proposal.
The General Meeting of Shareholders approved the 2024 statutory financial statements on
April 23, 2025.
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