Form 6-K ASML HOLDING NV For: May 04

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF A FOREIGN ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For May 4, 2016

 

 

ASML Holding N.V.

 

 

De Run 6501

5504 DR Veldhoven

The Netherlands

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

    Form 20-F  x            Form 40-F  ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

    Yes  ¨            No  x

If ‘‘Yes’’ is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 

 

 

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Exhibits

 

99.1		“ASML Discloses Results of Annual General Meeting of Shareholders”, press release dated April 29, 2016
99.2		“ASML Annual General Meeting 2016”, presentation dated April 29, 2016
99.3		ASML 2016 Annual General Meeting of Shareholders Agenda and Explanatory Notes
99.4		Update on share buy-back program

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

				ASML HOLDING N.V. (Registrant)
Date: May 4, 2016				By:		/s/ Peter T.F.M. Wennink
						Peter T.F.M. Wennink
						Chief Executive Officer

 

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		Page 2 of 2		Copyright 2016 (ASML) All rights reserved  ASML.com > Press > Press Releases > ASML Discloses Results of Annual...

Exhibit 99.2

 

 

Exhibit 99.2

ASML Annual General Meeting 2016 Veldhoven, the Netherlands, 29 April 2016

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Forward looking statements (1) ASML Public Slide 2 29 April 2016 This document contains statements relating to certain projections and business trends that are forward-looking, including statements with respect to our outlook, expected customer demand in specified market segments including DRAM and logic, expected trends, systems backlog, IC unit demand, expected or indicative financial results, opportunities or targets (including ASML’s financial model), including expected or potential sales, other income, gross margin, gross margin percentage, R&D and SG&A expense, effective tax rate, cash conversion cycle, capex as a percentage of sales, earnings per share, expected sales by end use and expected shipment of tools, productivity of our tools and systems performance, the continuation and affordability of Moore’s law, industry adoption of EUV, benefits of EUV, EUV system performance, targets and priorities(such as endurance tests, availability and demonstrated power source), expected industry trends, expected service sales and expected demand for holistic lithography products, system node enhancement packages and service maintenance revenues, the development of EUV and DUV technology and holistic lithography, expected and target shipments of EUV systems and the timing of shipments, our intention to return excess cash to shareholders through dividends and share buybacks, including our proposed dividend for 2014. You can generally identify these statements by the use of words like “may”, “will”, “could”, “should”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, “continue” and variations of these words or comparable words. These statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and our future financial results and readers should not place undue reliance on them.

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Forward looking statements (2) ASML Public Slide 3 29 April 2016 Forward-looking statements do not guarantee future performance and involve risks and uncertainties. These risks and uncertainties include, without limitation, economic conditions, product demand and semiconductor equipment industry capacity, worldwide demand and manufacturing capacity utilization for semiconductors (the principal product of our customer base), including the impact of general economic conditions on consumer confidence and demand for our customers’ products, competitive products and pricing, affordability of shrink, the continuation of Moore’s Law, the impact of manufacturing efficiencies and capacity constraints, performance of our systems, the continuing success of technology advances and the related pace of new product development and customer acceptance of new products, market demand for our existing products and for new products, our ability to meet overlay and patterning requirements, the number and timing of EUV systems expected to be shipped, our ability to enforce patents and protect intellectual property rights, the risk of intellectual property litigation, EUV system performance and customer adoption, availability of raw materials and critical manufacturing equipment, trade environment, changes in exchange rates, changes in tax rates, available cash, distributable reserves for dividend payments and share repurchases, the risk that key assumptions underlying financial targets and opportunities prove inaccurate, and other risks indicated in the risk factors included in ASML’s Annual Report on Form 20-F and other filings with the US Securities and Exchange Commission. These forward-looking statements are made only as of the date of this document. We do not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

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Agenda ASML Public Slide 4 29 April 2016 van de Jaarlijkse Algemene Vergadering van Aandeelhouders van ASML Holding N.V. (de “Vennootschap”), te houden op vrijdag 29 april 2016, om 14.00 uur in het Auditorium, ASML Gebouw 7, De Run 6665, Veldhoven 1. Opening 2. Overzicht van de activiteiten, inclusief de activiteiten op het gebied van maatschappelijk verantwoord ondernemen, en de financiële situatie van de Vennootschap (Discussiepunt)

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ASML Public Slide 5 29 April 2016 Agenda ASML at a glance Technology highlights Business highlights Business environment and outlook Capital allocation

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ASML Public Slide 6 29 April 2016 ASML at a glance

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ASML Public Slide 7 29 April 2016 Vision Mission Corporate Priorities Vision ‘Why?’ Mission ‘What?’ Corporate Priorities ‘How?’

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ASML Public Slide 8 29 April 2016 Vision (answering the “why” question) ASML makes possible affordable microelectronics that improve the quality of life

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ASML Public Slide 9 29 April 2016 Mission (answering the “What” question) ASML invents, develops and manufactures advanced patterning technology for high-tech lithography, metrology and software solutions for the semiconductor industry. ASML’s guiding principle is continuing Moore’s Law towards ever smaller, cheaper, more powerful and energy-efficient semiconductors.

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ASML Public Slide 10 29 April 2016 Corporate Priorities (answering the “How” question”): Five corporate priorities to execute the mission. MAKE IT WORK MAKE IT WELL MAKE IT TOGETHER MAKE IT WORTH IT MAKE US GROW

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ASML Public Slide 11 29 April 2016 Employees, R&D and manufacturing locations R&D Sites Manufacturing Sites Employees per continent (Total: 14,681) Santa Clara U.S. San Diego U.S. Wilton U.S. 3,310 8,823 2,548 Pyeongtaek Korea Shenzhen China Linkou Taiwan Veldhoven Netherlands

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ASML Public Slide 12 29 April 2016 Technology highlights

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ASML Public Slide 13 29 April 2016 The three elements of ASML’s holistic shrink roadmap DUV and EUV will co-exist for a long time Extend DUV to support multiple patterning Introduce EUV to volume manufacturing Support both with a suite of process window enhancement, control and calibration products

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ASML Public Slide 14 29 April 2016 Our fourth-gen NXT is rapidly ramping into production Better overlay, focus, productivity in support of leading-edge nodes NXT:1980i starting shipping late 2015 1.2 nm dedicated chuck overlay Better than 10 nm focus uniformity 10% throughput increase to 275 wafers/hour Designed for mix-and-match use with EUV About 2 nm matched-machine overlay Flexible product configuration provides extension for logic, DRAM and NAND

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ASML Public Slide 15 29 April 2016 EUV introduces yet a new range of innovations Vacuum system Reflective mask New resists Laser-produced plasma source NXE:3350B

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ASML Public Slide 16 29 April 2016 EUV is being prepared for high volume production Customer expressed increased confidence at SPIE Advanced Lithography MIT Technology Review JOURNAL Electronic Engineering HOME DESIGN MARKETS/INDUSTRIES ON DEMAND ARCHIVES COMM Feature Article March 28, 2016 EUV Becomes an Answer Instead of a Question Dramatic Mood Change at SPIE Advanced Litho by Bryon Moyer Computing Moore’s Law’s Ultraviolet Savior Is Finally Ready

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ASML Public Slide 17 29 April 2016 Demonstrated 75 wafers per hour on NXE:3350B Further improvement with 125W upgrade NXE:3300B, at customers NXE:3350B, in ASML factory * Improved optics transmission Source power upgrade 100 90 80 70 60 50 40 30 20 10 0 2015 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q3 2015 Q4 * NXE:3350B ATP test: 26x33mm2, 96 fields, 20mJ/cm2 Throughput [wafers per hour]

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ASML Public Slide 18 29 April 2016 EUV 2016 targets and achievements Productivity - Target: 1500 wafers per day More than 1000 wafers per day exposed on NXE:3300B at customer sites, further improved to more than 1350 wafers per day on NXE:3350B at ASML A manufacturing readiness test at a customer site on a NXE:3300B averaged 800 wafers per day over two weeks Availability - Target: 80% Three customer systems achieved a four-week average availability of more than 80% While overall average availability has increased, consistency still needs to be further improved NXE shipments: 6-7 One NXE:3350B system shipped in Q1

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ASML Public Slide 19 29 April 2016 Business highlights

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ASML Public Slide 20 29 April 2016 2015 - highlights Record net sales of € 6.3 billion, including record Service and Options sales of € 2 billion, gross margin 46.1%, net income € 1.4 billion and EPS € 3.22 EUV: we met our 2015 productivity and availability targets and successfully started shipping NXE:3350B, our 4th generation EUV system DUV: successful ramping our TWINSCAN NXT:1980, our next generation immersion system, shipped 7 systems Holistic litho: continued adoption of these products with all our major customers Capital return: returned € 867 million cash to shareholders through combined dividend and share buyback

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ASML Public Slide 21 29 April 2016 Consolidated statements of operations M€ Figures are in EUR millions, unless otherwise indicated Net sales Gross profit Gross margin % Other income* R&D costs SG&A costs Income from operations Operating income % Net income Net income as a % of net sales Earnings per share (basic) € Earnings per share (diluted) € Litho units sold 2014 5,856 2,596 44.3% 81 (1,074) (321) 1,282 21.9% 1,197 20.4% 2.74 2.72 136 2015 6,287 2,896 46.1% 83 (1,068) (346) 1,565 24.9% 1,387 22.1% 3.22 3.21 169 * Customer Co-Investment Program (CCIP) Numbers have been rounded for readers’ convenience

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ASML Public Slide 22 29 April 2016 Total net sales million € by End-use Service & Options Foundry IDM Memory Net Sales 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 4,508 613 944 366 2,585 2010 5,651 767 1,856 844 2,184 2011 4,732 930 2,279 588 935 2012 5,245 1,252 2,064 440 1,489 2013 5,856 1,614 1,186 831 2,225 2014 6,287 2,050 1,608 514 2,115 2015 Numbers have been rounded for readers’ convenience

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ASML Public Slide 23 29 April 2016 2015 Net system sales breakdown in value Technology Region (ship to location) KrF 18% ArF dry 2% i-line 2% EUV 2% ArF Immersion 76% China 9% Taiwan 29% Korea 31% Japan 11% USA 17% Europe 2% Rest of Asia 1% Sales in Units 74 67 18 1 9 EUV ArF i ArFdry KrF I-Line Numbers have been rounded for readers’convenience

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ASML Public Slide 24 29 April 2016 Q1 2016 results summary Q1 sales in line with our guidance Net sales of € 1,333 million, 33 litho systems sold, valued at € 856 million, net service and field option sales at € 477 million Average selling price of € 25.9 million per system Gross margin of 42.6% Operating margin of 17.1% Net bookings of € 835 million Backlog at € 3,018 million Numbers have been rounded for readers’ convenience

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ASML Public Slide 25 29 April 2016 Net system sales breakdown in value Q1’16 total value € 856 million Q4’15 total value € 881 million Numbers have been rounded for readers’ convenience Technology ArF DRY 5% I-line 2% KrF 14% ArF Immersion 79% End-Use Memory 42% Foundry 48% IDM 10% China 35% USA 10% Korea 27% Taiwan 20% Region (ship to location) Japan 7% Rest of Asia 1% ArF DRY 3% I-line 2% KrF 23% ArF Immersion 72% Memory 44% Foundry 44% IDM 12% China 10% USA 13% Korea 36% Taiwan 31% Japan 9% Europe 1% Sales in Units 15 2 12 4 EUV ArF i ArFdry KrF I-Line 11 3 20 3 EUV ArF i ArFdry KrF I-Line

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ASML Public Slide 26 29 April 2016 System backlog in value Q1’16 total value € 3,018 million Q4’15 total value € 3,184 million Numbers have been rounded for readers’ convenience New systems Used systems Units 64 12 Value M€ 2,975 43 New systems Used systems Units 68 11 Value M€ 3,149 35 Technology ArF DRY 3% I-line 2% KrF 10% EUV 24% ArF Immersion 61% End-Use Memory 24% Foundry 41% IDM 35% China 8% USA 39% Korea 20% Taiwan 26% Region (ship to location) Rest of Asia 4% Europe 3% ArF DRY 5% I-line 1% KrF 10% EUV 23% ArF Immersion 61% Memory 31% Foundry 37% IDM 32% China 16% USA 34% Korea 29% Taiwan 16% Japan 1% Europe 1% Rest of Asia 3%

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ASML Public Slide 27 29 April 2016 Balance sheets M€ Assets Cash & cash equivalents and short-term investments Net accounts receivable and finance receivables Inventories, net Other assets Tax assets Goodwill Other intangible assets Property, plant and equipment Total assets Liabilities and shareholders’ equity Current liabilities Non-current liabilities Shareholders’ equity Total liabilities and shareholders’ equity Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 2,838 2,520 2,681 3,409 3,138 1,510 1,589 1,593 1,208 1,302 2,607 2,592 2,537 2,574 2,750 929 871 846 940 987 299 264 203 181 143 2,611 2,569 2,574 2,624 2,538 774 751 739 738 706 1,523 1,519 1,533 1,621 1,580 13,091 12,675 12,706 13,295 13,144 3,194 2,854 2,711 3,107 3,248 1,820 1,859 1,850 1,799 1,593 8,077 7,962 8,145 8,389 8,303 13,091 12,675 12,706 13,295 13,144 As of January 1, 2016 ASML early adopted the amendment to ASC 740 “Income taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”, which requires that deferred tax liabilities and assets are classified as non-current in the consolidated balance sheets. The comparative figures have not been adjusted to reflect this change in accounting policy. Numbers have been rounded for readers’ convenience

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ASML Public Slide 28 29 April 2016 Business Environment and Outlook

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ASML Public Slide 29 29 April 2016 Business environment 2016 2x nm DRAM node progressing, 1x nm node initial production starting Planar NAND shrink continues 3D NAND technology ramping X-Point initial production expected to start this year Multiple new foundries fabs accepting equipment in 2016 Continued demand for litho tools for several nodes Tool shipments continue for 28 nm and 16/14 nm nodes 10 nm foundry and MPU significant volume ramp starting in Q2 2016 High demand for service and field options continues to be driven by Holistic Litho, growing installed base and upgrade products which allows for improved process control and capital efficiency Business environment view expressed in Q1 2016 results publications on 20 April 2016 Service & field options Logic Memory

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ASML Public Slide 30 29 April 2016 Outlook Our guidance for second-quarter: Q2 net sales approximately € 1.7 billion Including about € 110 million on two NXE:3350B sales Gross margin around 42% Initial low profitability on early EUV systems and partial EUV revenue recognition at full cost together have a negative 5 percentage point impact on gross margin R&D costs of about € 270 million SG&A costs of about € 90 million Other income (Customer Co-Investment Program) of about € 23 million Effective annualized tax rate around 12% Numbers have been rounded for readers’ convenience

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ASML Public Slide 31 29 April 2016 ASML Financial Model … Net sales Gross margin % R&D* % sales SG&A % sales Effective Tax Rate Cash Conversion Cycle Capex % sales 2015 (Actual) 6.3B€ ~46% ~17% ~6% ~10% ~300 days ~6% By 2020 (Model) ~10B€ ~50% ~13% ~4% ~10% <200 days ~5% Driver Growing share of Litho; enabling cost affordable shrink in a growing industry EUV to corporate average Contributions from Service and Holistic Lithography R&D growing much slower than sales SG&A growing much slower than sales Innovation box in the Netherlands Inventory turnover back to historical levels Continued infrastructure investments * R&D excluding Customer Co-Investment funding

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ASML Public Slide 32 29 April 2016 Capital Returns

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ASML Public Slide 33 29 April 2016 Capital return to shareholders Paid € 302 million in dividend and purchased € 565 million worth of our own shares in 2015 In January 2016 we announced a new plan for a share buyback program of € 1.5 billion over 2016/2017, which includes approx. € 500 million remaining of our prior program Purchased € 223 million worth of our own shares in 2016, through April 3 Proposed dividend increase to € 1.05 per ordinary share Dividend Share buyback The dividend for a year is paid in the subsequent year Numbers have been rounded for readers’ convenience proposed YTD Divided history Cumulative capital return Dividend (euro) € million 1.2 1.0 0.8 0.6 0.4 0.2 0.0 2008 2009 2010 2011 2012 2013 2014 2015 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 2008 2009 2010 2011 2012 2013 2014 2015 2016

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ASML Public Slide 34 29 April 2016 Summarizing our investor key messages Shrink is the key industry driver supporting innovation and providing long term industry growth Moore’s Law will continue and be affordable Lithography enables affordable shrink and therefore delivers compelling value for our customers ASML’s strategy of large R&D investments in lithography product roadmaps supports future industry needs DUV product improvement roadmaps and Holistic Litho enable multi-pass immersion patterning today, with Holistic Litho supporting EUV in the future. These highly differentiated products provide unique value drivers for us and our customers EUV faces new technology introduction challenges but its adoption is now a matter of WHEN not IF. EUV will continue to enable Moore’s Law and will drive long term value for ASML ASML models an annual revenue opportunity of €10 billion by 2020 and given the significant leverage in our financial model this will allow a potential tripling of EPS by the end of this decade, compared to calendar year 2014, thereby creating significant value for all stakeholders We expect to continue to return excess cash to our shareholders through dividends that are stable or growing and regularly timed share buybacks in line with our policy

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ASML

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ASML Public Slide 36 29 April 2016 Agenda Proefstemming “ASML zou vitaminedrankjes moeten aanbieden op de borrel na de aandeelhoudersvergadering.”

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ASML Public Slide 37 29 April 2016 Agenda 3. Bespreking van de implementatie van het beloningsbeleid van de Vennootschap (Discussiepunt)

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ASML Public Slide 38 29 April 2016 Execution of the Remuneration Policy The Remuneration Policy for the Board of Management was adopted by the Annual General Meeting of Shareholders of April 24, 2013 and became effective per January 1, 2014. Some adjustments to the Remuneration Policy were adopted by the General Meeting of Shareholders on April 23, 2014 and on April 22, 2015. Some highlights of the execution of the Remuneration Policy in 2015 are: 1. Base salaries of the members of the BoM have been increased with 2%, which is the same as the budget available for ASML management salary increase in the Netherlands. 2. Short Term Incentive (STI) payout over 2015 has been 82.5% of max (123.70% of target (60%), i.e. 74.22% of base salary) 3. Long Term Incentive (LTI) payout over performance period 2013-2014-2015 has been 95.0% of max 1. ASML ranked 2nd in the ROAIC rank in the Peer Group (leading to a payout of 100% of max) 2. The qualitative target was evaluated at 74.8% of max

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ASML Public Slide 39 29 April 2016 Agenda 3. Bespreking van de implementatie van het beloningsbeleid van de Vennootschap (Discussiepunt)

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ASML Public Slide 40 29 April 2016 Agenda 4. Voorstel tot vaststelling van de overeenkomstig de Nederlandse wet opgestelde jaarrekening over het boekjaar 2015 (Stempunt)

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ASML Public Slide 41 29 April 2016 Agenda 5. Voorstel tot verlening van decharge aan de leden van de Directie voor de uitoefening van hun functie in het boekjaar 2015 (Stempunt)

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ASML Public Slide 42 29 April 2016 Agenda 6. Voorstel tot verlening van decharge aan de leden van de Raad van Commissarissen voor de uitoefening van hun functie in het boekjaar 2015 (Stempunt)

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ASML Public Slide 43 29 April 2016 Agenda 7. Toelichting op het reserverings- en dividendbeleid van de Vennootschap (Discussiepunt)

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ASML Public Slide 44 29 April 2016 Agenda 8. Voorstel tot vaststelling van een dividend van EUR 1,05 per gewoon aandeel (Stempunt)

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ASML Public Slide 45 29 April 2016 Agenda 9. Voorstel tot goedkeuring van het aantal aandelen toe te kennen aan de Directie (Stempunt)

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ASML Public Slide 46 29 April 2016 Agenda 10. Voorstel tot goedkeuring van het aantal opties en/of aandelen toe te kennen aan werknemers (Stempunt)

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ASML Public Slide 47 29 April 2016 Agenda 11. Samenstelling van de Raad van Commissarissen (Discussiepunt)

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ASML Public Slide 48 29 April 2016 Agenda 12. Voorstel tot benoeming van KPMG als externe accountant voor het rapportagejaar 2017 (Stempunt)

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ASML Public Slide 49 29 April 2016 Agenda 13. Voorstellen om de Directie aan te wijzen als het orgaan dat bevoegd is tot uitgifte van gewone aandelen of tot toekenning van rechten tot het verwerven van gewone aandelen, alsmede tot het beperken of uitsluiten van het aan de aandeelhouders toekomende voorkeursrecht (Stempunten)

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ASML Public Slide 50 29 April 2016 Agenda 13a. Aanwijzing tot uitgifte van gewone aandelen of tot toekenning van rechten tot het verwerven van gewone aandelen (5%) (Stempunt)

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ASML Public Slide 51 29 April 2016 Agenda 13b. Aanwijzing tot het beperken of uitsluiten van voorkeursrechten (Stempunt)

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ASML Public Slide 52 29 April 2016 Agenda 13c. Aanwijzing tot uitgifte van gewone aandelen of tot toekenning van rechten tot het verwerven van gewone aandelen in verband met of ter gelegenheid van fusies, acquisities en/of (strategische) allianties (5%) (Stempunt)

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ASML Public Slide 53 29 April 2016 Agenda 13d. Aanwijzing tot het beperken of uitsluiten van voorkeursrechten (Stempunt)

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ASML Public Slide 54 29 April 2016 Agenda 14. Voorstellen om de Directie te machtigen om gewone aandelen te verwerven (Stempunten)

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ASML Public Slide 55 29 April 2016 Agenda 14a. Machtiging om gewone aandelen in te kopen tot een maximum van 10% van het geplaatste kapitaal (Stempunt)

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ASML Public Slide 56 29 April 2016 Agenda 14b. Machtiging om additioneel gewone aandelen in te kopen tot een maximum van 10% van het geplaatste kapitaal (Stempunt)

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ASML Public Slide 57 29 April 2016 Agenda 15. Voorstel tot intrekking van gewone aandelen (Stempunt)

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ASML Public Slide 58 29 April 2016 Agenda 16. Rondvraag 17. Sluiting

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ASML

Exhibit 99.3

 

2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS

ASML HOLDING N.V.

Friday, 29 April 2016, starting at 14:00 hrs. CET

Auditorium, ASML Building 7

De Run 6665, Veldhoven

The Netherlands

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2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS

ASML HOLDING N.V.

 

 

Agenda
1.		Opening				Non-Voting
2.		Overview of the Company’s business, financial situation and sustainability				Non-Voting
3.		Discussion of the implementation of the Company’s remuneration policy				Non-Voting
4.		Proposal to adopt the financial statements of the Company for the financial year 2015, as prepared in accordance with Dutch law				Voting item
5.		Proposal to discharge the members of the Board of Management from liability for their responsibilities in the financial year 2015				Voting item
6.		Proposal to discharge the members of the Supervisory Board from liability for their responsibilities in the financial year 2015				Voting item
7.		Clarification of the Company’s reserves and dividend policy				Non-Voting
8.		Proposal to adopt a dividend of EUR 1.05 per ordinary share				Voting item
9.		Proposal to approve the number of shares for the Board of Management				Voting item
10.		Proposal to approve the number of stock options and/or shares for employees				Voting item
11.		Composition of the Supervisory Board				Non-Voting
12.		Proposal to appoint KPMG as External Auditor for the reporting year 2017				Voting item
13.		Proposals to authorize the Board of Management to issue ordinary shares or grant rights to subscribe for ordinary shares, as well as to restrict or exclude the pre- emption rights accruing to shareholders				Voting items
		a)      Authorization to issue ordinary shares or grant rights to subscribe for ordinary shares (5%)
		b)      Authorization to restrict or exclude pre-emption rights
		c)      Authorization to issue ordinary shares or grant rights to subscribe for ordinary shares in connection with or on the occasion of mergers, acquisitions and/or (strategic) alliances (5%)
		d)      Authorization to restrict or exclude pre-emption rights
14.		Proposals to authorize the Board of Management to acquire ordinary shares				Voting items
		a)      Authorization to repurchase ordinary shares up to 10% of the issued share capital
		b)      Authorization to repurchase additional ordinary shares up to 10% of the issued share capital
15.		Proposal to cancel ordinary shares				Voting item
16.		Any other business				Non-Voting
17.		Closing				Non-Voting

 

Agenda incl. Explanatory Notes AGM 2016 FINAL		- 2 -

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2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS

ASML HOLDING N.V.

 

Explanatory notes to the Agenda

 

2.	Overview of the Company’s business, financial situation and sustainability.

This agenda item includes an account of the Company’s business, financial situation and sustainability during the financial year 2015.

 

3.	Discussion of the implementation of the Company’s remuneration policy.

In accordance with Dutch law, the execution of the remuneration policy in 2015, as outlined in the 2015 Statutory Annual Report and in the 2015 Remuneration Report, will be discussed.

 

4.	Proposal to adopt the financial statements of the Company for the financial year 2015, as prepared in accordance with Dutch law.

The Company has prepared two sets of financial statements, one based on accounting principles generally accepted in the United States of America (“U.S. GAAP”) and one based on Dutch law and International Financial Reporting Standards (“Statutory Annual Accounts”).

For internal and external reporting purposes, ASML follows U.S. GAAP. U.S. GAAP is ASML’s primary accounting standard. However, the 2015 Statutory Annual Accounts are the annual accounts that are being submitted to the AGM for adoption. Part of the 2015 Statutory Annual Report is a chapter on ASML’s corporate governance structure, including an account of ASML’s compliance with the Dutch Corporate Governance Code.

The 2015 Statutory Annual Report, including the 2015 Statutory Annual Accounts, as prepared in accordance with Dutch law, is published on ASML’s website (www.asml.com/agm2016) and is also available via the Company.

 

5.	Proposal to discharge the members of the Board of Management from liability for their responsibilities in the financial year 2015.

It is proposed to discharge the members of the Board of Management in office in 2015 from all liability in relation to the exercise of their duties in the financial year 2015.

 

6.	Proposal to discharge the members of the Supervisory Board from liability for their responsibilities in the financial year 2015.

It is proposed to discharge the members of the Supervisory Board in office in 2015 from all liability in relation to the exercise of their duties in the financial year 2015.

 

7.	Clarification of the Company’s reserves and dividend policy.

The Board of Management will give an explanation of the Company’s reserves and dividend policy as outlined in the Company’s 2015 Statutory Annual Report.

 

Agenda incl. Explanatory Notes AGM 2016 FINAL		- 3 -

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2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS

ASML HOLDING N.V.

 

ASML’s liquidity needs are affected by many factors, some of which are based on the normal ongoing operations of the business, while others relate to the uncertainties of the global economy and the semiconductor industry. Since the Company’s cash requirements fluctuate based on the timing and extent of these factors, ASML seeks to ensure that its sources of liquidity will be sufficient to satisfy its liquidity requirements throughout every phase of the industry cycle, by means of maintaining sufficient cash and cash equivalents as well as the availability of funding through an adequate amount of committed credit facilities.

ASML intends to continue to return excess cash to shareholders through dividends that are stable or growing over time and regular share buybacks or capital repayments. Returning excess cash is subject to our actual and anticipated level of cash generated from operations, the cash requirements for investment in our business, our current share price and other market conditions and relevant factors.

With respect to paying dividends, the next agenda item contains the dividend proposal in respect of the financial year 2015.

On 20 January 2016, ASML announced a new share buyback program, to be executed within the 2016-2017 timeframe. As part of this program, ASML intends to purchase shares up to EUR 1.5 billion, which includes an amount of approximately EUR 500 million remaining from the prior program, announced on 21 January 2015. ASML intends to cancel the shares upon repurchase. This buyback program started on 21 January 2016. The share buyback program will be executed within the limitations of the authority granted by the AGM to the Board of Management on 22 April 2015 and of the authority proposed in agenda item 14 below, as well as in future general meetings of shareholders of ASML.

The current reserves and dividend policy is also aimed at enabling ASML to execute future share buybacks in a tax-efficient way. Although it is ASML’s intention to declare an annual dividend that will be stable or growing over time, the actual payment may vary from year to year and, in certain years, we may not declare a dividend at all. Further, ASML may revise its reserves and dividend policy in the future which may have an impact on dividends.

 

8.	Proposal to adopt a dividend of EUR 1.05 per ordinary share.

ASML proposes to increase the dividend per ordinary share by 50 percent compared with the previous year, resulting in a dividend in respect of the financial year 2015 of EUR 1.05 per ordinary share (for a total amount of approximately EUR 450 million), compared with a dividend of EUR 0.70 per ordinary share paid in respect of the financial year 2014. The proposed dividend represents 33% of earnings per share in 2015.

The ex-dividend date is 3 May 2016 and the dividend will be made payable on 17 May 2016.

 

9.	Proposal to approve the number of shares for the Board of Management.

This agenda item concerns the proposal to approve the number of ordinary shares available for the Board of Management. The Company proposes to the AGM to designate the Board of Management as the body authorized to issue the ordinary shares as mentioned below, subject to the approval of the Supervisory Board. This authorization is a separate authorization from the authorization as referred to in agenda item 13, and will be requested for the period starting from the AGM held on 29 April 2016 and continuing up until the AGM to be held in 2017.

 

Agenda incl. Explanatory Notes AGM 2016 FINAL		- 4 -

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2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS

ASML HOLDING N.V.

 

The maximum available number of ordinary shares for the Board of Management members that the Company hereby submits for approval to the AGM amounts to 200,000 (two hundred thousand) ordinary shares for the abovementioned period.

For further information on the performance share arrangement for the Board of Management reference is made to the remuneration policy.

 

10.	Proposal to approve the number of stock options and/or shares for employees.

This agenda item concerns the proposal to approve the number of stock options and/or ordinary shares available for ASML employees other than members of the Board of Management. In this agenda item, the Company also proposes to the AGM to designate the Board of Management as the body authorized to issue the stock options and/or ordinary shares as mentioned below, subject to the approval of the Supervisory Board. This authorization is a separate authorization from the authorization as referred to in agenda item 13, and will be requested for the period starting from the AGM of 29 April 2016 and continuing up until the AGM to be held in 2017.

The employee equity based arrangements include plans for ASML employees worldwide and/or senior and executive management other than members of the Board of Management to: (i) purchase stock options and/or ordinary shares; (ii) grant incentive stock options or ordinary shares for retention purposes; (iii) grant performance stock options or performance shares for retention purposes; and (iv) grant incentive or performance shares and/or incentive or performance options to newly hired employees for incentive and other purposes.

The maximum available number of stock options and/or ordinary shares for ASML employees other than Board of Management members that the Company hereby submits for approval to the AGM amounts to 1,475,000 (one million four hundred seventy five thousand) stock options and/or ordinary shares for the abovementioned period.

 

11.	Composition of the Supervisory Board.

The Chairman of the Supervisory Board, Mr A.P.M. (Arthur) van der Poel, will retire by rotation per the AGM of 29 April 2016. Mr Van der Poel is not available for reappointment, due to the completion of his twelve year term as member of the Supervisory Board.

On 4 February 2016, the Company announced that its Supervisory Board had agreed to appoint Mr G.J. (Gerard) Kleisterlee as its new Chairman, effective upon the closing of the AGM of 29 April 2016.

The Supervisory Board has decided not to propose persons for appointment to the Supervisory Board. Therefore, no vacancy will exist and the Supervisory Board will consist of eight members as of the AGM of 29 April 2016.

Furthermore, the Supervisory Board gives notice of the following persons retiring by rotation in 2017:

 

•

Mr D.A. (Doug) Grose

 

•

Ms P.F.M. (Pauline) van der Meer Mohr

 

•

Ms C.S.M. (Carla) Smits-Nusteling

 

•

Mr W.H. (Wolfgang) Ziebart

 

Agenda incl. Explanatory Notes AGM 2016 FINAL		- 5 -

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2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS

ASML HOLDING N.V.

 

12.	Proposal to appoint KPMG as External Auditor for the reporting year 2017.

The Supervisory Board, per the recommendation of its Audit Committee, proposes to appoint KPMG Accountants N.V. as external auditor for the reporting year 2017.

 

13.	Proposals to authorize the Board of Management to issue ordinary shares or grant rights to subscribe for ordinary shares, as well as to restrict or exclude the pre - emption rights accruing to shareholders.

This agenda item consists of the following four voting items:

 

a.

Authorization to issue ordinary shares or grant rights to subscribe for ordinary shares (5%)

It is proposed to authorize the Board of Management for a period of 18 months from the date of the AGM (i.e. from 29 April 2016 up to and including 29 October 2017) and subject to the approval of the Supervisory Board to issue ordinary shares in the capital of the Company or to grant rights to subscribe for ordinary shares in the capital of the Company. The authorization is limited to a maximum of 5% of ASML’s issued share capital as per 29 April 2016. If this authorization is approved by the AGM, the existing authorization as granted per 22 April 2015 will cease to apply.

 

b.

Authorization to restrict or exclude pre-emption rights

It is proposed to authorize the Board of Management for a period of 18 months from the date of the AGM (i.e. from 29 April 2016 up to and including 29 October 2017) and subject to the approval of the Supervisory Board to restrict or exclude pre-emption rights in relation to the issue of ordinary shares or the granting of rights to subscribe for ordinary shares as described under a. Pursuant to the Articles of Association, if less than 50% of the issued capital is represented, this proposal can only be adopted by a majority of at least two-thirds of the votes cast. If 50% or more of the issued capital is represented, a simple majority is sufficient to adopt this proposal. If this authorization is approved by the AGM, the existing authorization as granted per 22 April 2015 will cease to apply.

 

c.

Authorization to issue ordinary shares or grant rights to subscribe for ordinary shares in connection with or on the occasion of mergers, acquisitions and/or (strategic) alliances (5%)

In addition to the authorization referred to under a., it is proposed to authorize the Board of Management for a period of 18 months from the date of the AGM (i.e. from 29 April 2016 up to and including 29 October 2017) and subject to the approval of the Supervisory Board to issue ordinary shares in the capital of the Company or to grant rights to subscribe for ordinary shares in the capital of the Company. The authorization is limited to a maximum of 5% of ASML’s issued share capital as per 29 April 2016 and such 5% can only be used in connection with or on the occasion of mergers, acquisitions and/or (strategic) alliances. If this authorization is approved by the AGM, the existing authorization as granted per 22 April 2015 will cease to apply.

 

Agenda incl. Explanatory Notes AGM 2016 FINAL		- 6 -

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2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS

ASML HOLDING N.V.

 

d.

Authorization to restrict or exclude pre-emption rights

It is proposed to authorize the Board of Management for a period of 18 months from the date of the AGM (i.e. from 29 April 2016 up to and including 29 October 2017) and subject to the approval of the Supervisory Board to restrict or exclude pre-emption rights in relation to the issue of ordinary shares or the granting of rights to subscribe for ordinary shares as described under c. Pursuant to the Articles of Association, if less than 50% of the issued capital is represented, this proposal can only be adopted by a majority of at least two-thirds of the votes cast. If 50% or more of the issued capital is represented, a simple majority is sufficient to adopt this proposal. If this authorization is approved by the AGM, the existing authorization as granted per 22 April 2015 will cease to apply.

This is an annually recurring agenda item because the Board of Management considers it in the interest of the Company and its shareholders to be able to react timely when certain opportunities arise that need the issue of shares. Therefore, the Board of Management would like to have the authority to issue shares when such occasions occur, and to pass the pre-emption rights in situations where it is imperative to be able to act quickly, without having to request prior approval from the Company’s shareholders for which an extraordinary shareholders meeting would have to be convened and which would take valuable time or create disruptive market speculations.

In the past, this agenda item has been used in relation to the issue of convertible bonds because of the short window of opportunity, and in 2012 for example, this item was used in relation to the acquisition of Cymer, Inc. The opportunity to enter into this type of transaction may be limited if ASML needs to request prior approval to issue shares and/or exclude shareholders’ pre-emption rights.

Introduction to agenda items 14 and 15:

ASML aims to have suitable flexibility in the execution of a return of capital to its shareholders. To enable such flexibility, ASML requests the AGM to mandate further share repurchases as well as to further authorize cancellation of ordinary shares to be able to execute share buyback programs, if the Company decides to do so.

The implementation of share buyback programs depends on different factors and shareholders are advised that there is no certainty as to a return of capital, nor is there certainty either as to the timing of a potential execution of a return of capital to shareholders, or as to the method of achieving such return.

Regulatory requirements may also be relevant for execution of share buyback programs.

Given ASML’s strong financial position and cash flow prospects, ASML intends to continue to return excess cash to shareholders through dividends and share buyback programs in accordance with our policy.

On 20 January 2016, ASML announced a new share buyback program, to be executed within the 2016-2017 timeframe. As part of this program, ASML intends to purchase shares up to EUR 1.5 billion, which includes an amount of approximately EUR 500 million remaining from the prior program, announced on 21 January 2015. ASML intends to cancel the shares upon repurchase. This buyback program started on 21 January 2016.

 

Agenda incl. Explanatory Notes AGM 2016 FINAL		- 7 -

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2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS

ASML HOLDING N.V.

 

The share buyback program will be executed within the limitations of the authority granted by the AGM to the Board of Management on 22 April 2015 and of the authority proposed in agenda item 14 below, as well as in future general meetings of shareholders of ASML. The share buyback program may be suspended, modified or discontinued at any time. All transactions under the share buyback program will be published on ASML’s website (www.asml.com/investors) on a weekly basis.

 

14.	Proposals to authorize the Board of Management to acquire ordinary shares.

It is proposed to renew the authorization of the Board of Management to repurchase ordinary shares for a period of 18 months effective per 29 April 2016 up to and including 29 October 2017. Provided that the AGM grants this new authorization, the existing authorization to repurchase ordinary shares will cease to apply.

This agenda item consists of the following two voting items:

 

a.

Authorization to repurchase ordinary shares up to 10% of the issued share capital

In order to realize share buybacks, it is proposed to authorize the Board of Management for a period of 18 months from 29 April 2016, to acquire - subject to the approval of the Supervisory Board - ordinary shares in the Company’s share capital up to 10% of the issued share capital at the date of authorization (29 April 2016), for valuable consideration, on Euronext Amsterdam (“Euronext Amsterdam”) or the NASDAQ Stock Market LLC (“NASDAQ”), or otherwise, at a price between an amount equal to the nominal value of the ordinary shares and an amount equal to 110% of the market price of these ordinary shares on Euronext Amsterdam or NASDAQ; the market price being the average of the highest price on each of the five days of trading prior to the date of acquisition, as shown in the Official Price List of Euronext Amsterdam or as reported on NASDAQ.

If this authorization is approved by the AGM, the existing authorization will cease to apply.

 

b.

Authorization to repurchase additional ordinary shares up to 10% of the issued share capital

In order to have further flexibility in the execution of a return of capital to the shareholders, it is proposed to authorize the Board of Management for a period of 18 months from 29 April 2016, to acquire - subject to the approval of the Supervisory Board - additional ordinary shares in the Company’s share capital up to 10% of the issued share capital at the date of authorization (29 April 2016), for valuable consideration, on Euronext Amsterdam or NASDAQ, or otherwise, on the same conditions as set out under a. and subject to the following additional conditions, that:

 

(i)

all ordinary shares acquired by the Company following the authorization under a. and not being held as treasury shares for the purpose of covering outstanding employee share and stock option plans, have been cancelled or will be cancelled, pursuant to agenda item 15; and

 

(ii)

the number of ordinary shares which the Company may at any time hold in its own capital will not exceed 10% of the issued share capital at the date of authorization (29 April 2016).

 

Agenda incl. Explanatory Notes AGM 2016 FINAL		- 8 -

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2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS

ASML HOLDING N.V.

 

If this authorization is approved by the AGM, the existing authorization will cease to apply.

These two authorizations allow ASML, in combination with the proposal under agenda item 15, to (i) acquire a maximum 10% of the issued share capital; (ii) cancel these shares; subsequently (iii) acquire once again a maximum of 10% of the issued share capital; and subsequently (iv) cancel these shares.

Provided that the AGM grants these authorizations, the Company may repurchase its issued ordinary shares at any time during this 18-month period. Repurchased ordinary shares will be cancelled on a regular basis, provided that the AGM resolves to cancel these ordinary shares (agenda item 15).

Any repurchase of shares is subject to the approval of the Supervisory Board.

 

15.	Proposal to cancel ordinary shares.

As outlined above, the number of ordinary shares ASML may at any time hold in its own capital may not exceed 10% of the issued share capital at the date of the authorization (29 April 2016). To enable ASML to repurchase more ordinary shares, the ordinary shares already acquired under the authorization of agenda item 14a will need to be cancelled first.

It is proposed to the AGM to cancel any or all ordinary shares in the share capital of the Company held or repurchased by the Company under the authorization referred to under agenda item 14, to the extent that such ordinary shares are not used to cover obligations under employee share and stock option plans. This cancellation may be executed in one or more tranches. The number of ordinary shares that will be cancelled (whether or not in a tranche) will be determined by the Board of Management, but may not exceed 20% of the issued share capital at 29 April 2016. Pursuant to the relevant statutory provisions, cancellation may not be effected until two months after the resolution to cancel is adopted and publicly announced (this will apply for each tranche).

 

Agenda incl. Explanatory Notes AGM 2016 FINAL		- 9 -

Exhibit 99.4

ASML share buy back program    

Repurchase up to € 1.5 billion in the 2016 - 2017 timeframe    

 

Announced 20 January 2016

Repurchased of total program:		21.0%

Date		Repurchased shares		Average price		Repurchased value
21 Jan - 22 Jan 2016		30,500		€80.03		€2,440,778
25 Jan - 29 Jan 2016		238,037		€82.35		€19,601,768
1 Feb - 5 Feb 2016		629,144		€80.94		€50,923,321
8 Feb - 12 Feb 2016		455,063		€74.86		€34,066,035
15 Feb - 19 Feb 2016		154,911		€75.58		€11,707,596
22 Feb - 26 Feb 2016		67,803		€79.66		€5,401,214
29 Feb - 4 Mar 2016		94,759		€85.39		€8,091,216
7 Mar - 11 Mar 2016		355,550		€85.99		€30,574,789
14 Mar - 18 Mar 2016		155,133		€86.54		€13,424,727
21 Mar - 24 Mar 2016		396,281		€87.09		€34,511,515
29 Mar - 1 Apr 2016		138,410		€87.51		€12,112,424
4 Apr - 8 Apr 2016		387,568		€88.08		€34,136,851
11 Apr - 15 Apr 2016		408,409		€88.89		€36,304,148
18 Apr - 22 Apr 2016		99,478		€87.42		€8,695,978
25 Apr - 29 Apr 2016		147,672		€85.67		€12,651,728
Total		3,758,718		€83.71		€314,644,085

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