EX-99.8 9 u10917exv99w8.htm EX-99.8 exv99w8
Exhibit 99.8
(ASML LOGO)
Authorization and Voting Instruction Form
For the Annual General Meeting of Shareholders of ASML Holding N.V. (“the Company”), to be held at the Auditorium, ASML Building 7, De Run 6665, Veldhoven, on Wednesday, April 20, 2011, beginning at 14.00 hours (the “Meeting”).
The undersigned hereby authorizes and appoints o Mr R.J.C. van Helden, Notary, Keizersgracht 695-699, 017 DW Amsterdam, the Netherlands o                                                                                      (name of own proxy) to represent and vote on his or her behalf at the Meeting per the voting instructions as indicated in this Authorization and Voting Instruction Form.
             
Abbreviated agenda   For   Against   Abstain
1. Opening.
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2. Overview of the Company’s business, financial situation and sustainability.
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3. Discussion of the Annual Report 2010, incl. ASML’s corporate governance chapter, and the Remuneration Report 2010, and proposal to adopt the financial statements for the financial year (“FY”) 2010, as prepared in accordance with Dutch law.
  o   o   o
 
            
4. Proposal to discharge the members of the Board of Management from liability for their responsibilities in the FY 2010.
  o   o   o
 
            
5. Proposal to discharge the members of the Supervisory Board from liability for their responsibilities in the FY 2010.
  o   o   o
 
            
6. Clarification of the reserves and dividend policy.
  —   —   —
 
            
7. Proposal to adopt a dividend of EUR 0.40 per ordinary share of EUR 0.09.
  o   o   o
 
            
8. Proposal to amend the Articles of Association of the Company.
  o   o   o
 
            
9. Approval of the number of stock options, respectively shares, for employees and authorization of the Board of Management to issue the stock options, respectively shares.
  o   o   o
 
            
10a. Nomination by the Supervisory Board of Mr. W.T. Siegle for re-appointment as member of the Supervisory Board, effective April 20, 2011.
  o   o   o
 
            
10b. Nomination by the Supervisory Board of Mr. J.W.B. Westerburgen for re-appointment as member of the Supervisory Board, effective April 20, 2011.
  o   o   o
 
            
11. Composition of the Supervisory Board in 2012.
  —   —   —
 
            
12. Proposal to adjust the remuneration of the Supervisory Board.
  o   o   o
 
            
13a. Proposal to authorize the Board of Management to issue (rights to subscribe for) shares, which authorization is limited to 5% of the issued capital.
  o   o   o
 
            
13b. Proposal to authorize the Board of Management to restrict or exclude the pre-emption rights accruing to shareholders in connection with agenda item 13a.
  o   o   o
 
            
13c. Proposal to authorize the Board of Management to issue (rights to subscribe for) shares, for an additional 5% of the issued capital, only to be used in connection with mergers and/or acquisitions.
  o   o   o
 
            
13d. Proposal to authorize the Board of Management to restrict or exclude the pre-emption rights accruing to shareholders in connection with agenda item 13c.
  o   o   o
 
            
14. Proposal to authorize the Board of Management to acquire shares in the Company’s capital.
  o   o   o
 
            
15. Proposal to cancel ordinary shares (to be) repurchased by the Company.
  o   o   o
 
            
16. Proposal to cancel additional ordinary shares to be repurchased by the Company following the cancellation of ordinary shares under agenda item 16.
  o   o   o
 
            
17. Any other business.
  —   —   —
 
            
18. Closing
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To the granting of the authorization the terms as set forth below apply.
Authorization and Voting Instruction Form AGM ASML Holding N.V. 20110420

 

 

The voting instructions above shall equally apply in the event the agenda of the Meeting is amended before or during the Meeting provided that such amendment of the agenda does not (materially) alter the contents of the items proposed to the general meeting of shareholders.
Terms applicable to the granting of a proxy by way of this Authorization and Voting Instruction Form (“Terms”).
Registration - Only the person who has registered for the Meeting as per the applicable procedure (“Shareholder”) can grant a proxy by way of this form.
Voting instructions -The person who will vote on behalf of the Shareholder (“Authorized Person”) shall not be liable for any damage suffered by the Shareholder as a result of any action or lack of action by the Authorized Person when making use of, or otherwise in connection with, this Authorization and Voting Instruction Form (“Form”). The preceding sentence shall not apply to the extent that the damage is caused by willful misconduct or gross negligence on the part of the Authorized Person. The Shareholder shall indemnify the Authorized Person against any claim made by any third party in connection with this Form or in connection with acts performed by the Authorized Person in the Shareholder’s name under this Form. The indemnity shall also relate to any damage or costs incurred by the Authorized Person in connection with such claim.
After completion of the Form by the Shareholder, ASML and the Authorized Person are not liable for incorrect voting instructions.
By signing the Form, the Shareholder represents and warrants that he holds his shares in the capital of ASML fully and unencumbered, and that there is no pledgee or holder of a right of usufruct that may exercise the voting rights attached to these shares pursuant to a legal provision or a provision of the articles of association of ASML.
In performing acts pursuant to this Form, the Authorized Person may act pursuant to a power of attorney granted by one or more other shareholders in the capital of ASML.
The Authorized Person may grant a power of attorney to another person to vote, directly or indirectly, in the Shareholder’s name within the limits of this Form, and he may substitute another person for himself as authorized person. If the first sentence applies, the other person shall (also) be the Authorized Person for the purposes of this Form.
The voting instructions above shall equally apply in the event the agenda of the Meeting is amended before or during the Meeting provided that such amendment of the agenda does not (materially) alter the contents of the items proposed to the general meeting of shareholders.
Invalidity - If these Terms are or become partially void, the parties will continue to be bound by the remainder of the same. The parties shall replace the void part by provisions that are valid and have legal effect that correspond with those of the void part as much as possible, taking into account the content and the purport of these Terms.
Applicable Law and Jurisdiction - These Terms shall be exclusively governed by Dutch law. All disputes arising in connection with these Terms, including disputes concerning the existence and validity thereof, shall be resolved by the competent courts of Amsterdam, the Netherlands.
By:  
Name
City
Date
Number of shares registered
Registration number (if known)
Authorization and Voting Instruction Form AGM ASML Holding N.V. 20110420