ASML (NASDAQ: ASML) lifts 2025 dividend and plans EUR 12 billion buyback
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
ASML Holding N.V. has called its 2026 Annual General Meeting for 22 April 2026 in Veldhoven and published the full agenda and explanatory notes. Key items include adoption of the 2025 financial statements, an advisory vote on the 2025 remuneration report and proposals to discharge both the Board of Management and Supervisory Board for 2025.
ASML intends a total dividend of EUR 7.50 per ordinary share for 2025. After three interim dividends of EUR 1.60 each, the proposed final dividend is EUR 2.70 per share, about EUR 1,038M in total, a 17% increase per share versus 2024 and around 30% of 2025 earnings per share.
The company outlines a share buyback program announced on 28 January 2026 to repurchase shares up to EUR 12 billion by 31 December 2028, expecting up to 2 million shares to cover employee plans and intending to cancel the rest. Shareholders are asked to authorize management to issue ordinary shares up to 5% for general purposes and an additional 5% for mergers, acquisitions or strategic alliances, to restrict or exclude pre-emption rights, to repurchase up to 10% of issued share capital, and to cancel up to 10% of shares.
On governance, ASML will notify the intended appointment of Marco Pieters as Chief Technology Officer and the intended reappointments of CFO Roger Dassen and COO Frédéric Schneider‑Maunoury, bringing the Board of Management to six members. The agenda also covers reappointments of Terri Kelly and An Steegen to the Supervisory Board, the proposed appointment of Benjamin Loh, and the planned rotation of other Supervisory Board members in 2027. PricewaterhouseCoopers Accountants N.V. is proposed as external auditor for the 2027 financial statements and for limited assurance on 2027 sustainability statements.
Positive
- Stronger cash returns: ASML plans a total 2025 dividend of EUR 7.50 per share, with a final EUR 2.70, representing a 17% increase per share versus 2024 and about 30% of 2025 EPS.
- Large buyback program: The company targets share repurchases up to EUR 12 billion by 31 December 2028, expecting to cancel most repurchased shares after covering up to 2 million shares for employee plans.
Negative
- None.
Insights
ASML pairs higher 2025 cash returns with refreshed board mandates.
ASML is signaling confidence through a richer shareholder return profile and standard Dutch governance refresh. The intended total dividend of
The share buyback program of up to
Board composition moves appear evolutionary rather than disruptive. Elevating Marco Pieters to CTO and extending the tenures of CFO Roger Dassen and COO Frédéric Schneider‑Maunoury preserve operational continuity, while bringing in industry veteran Benjamin Loh should deepen semiconductor expertise on the Supervisory Board. Appointment of PwC as 2027 financial and sustainability auditor aligns reporting and upcoming CSRD-related assurance demands. The overall package strengthens capital return capacity and maintains a stable leadership framework, with actual dilution or buyback impact depending on how fully these authorizations are used over the 2026–2028 period.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
______________________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For March 11, 2026
Commission File Number 001-33463
______________________
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 if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXHIBIT 99.1 TO THIS REPORT ON FORM 6-K IS INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-203390), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-219442), THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-227464) AND THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-291580) OF ASML HOLDING N.V. AND IN THE OUTSTANDING PROSPECTUSES CONTAINED IN SUCH REGISTRATION STATEMENTS.
Exhibits 
99.1 “ASML publishes agenda Annual General Meeting 2026”, press release dated March 9, 2026
99.2 Notice Annual General Meeting 2026 of ASML Holding N.V.
99.3 Agenda, including Explanatory Notes to ASML Annual General Meeting 2026
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: March 11, 2026 By: /s/ Christophe D. Fouquet
Christophe D. Fouquet
Chief Executive Officer
ASML publishes agenda Annual General Meeting 2026 Appointment and reappointment of Board of Management members and changes in Supervisory Board announced VELDHOVEN, the Netherlands, March 9, 2026 – Today, ASML Holding NV (ASML) has published the agenda for the 2025 Annual General Meeting (AGM) which will be held in ASML’s TWINSCAN Auditorium in Veldhoven on Wednesday, April 22, 2026, starting at 10:00 CET. The agenda with the explanatory notes and other meeting documents are available at www.asml.com/agm2026. Appointment and reappointment of Board of Management members As announced on October 9, 2025, subject to the notification of the General Meeting on April 22, 2026, the ASML Supervisory Board intends to appoint Marco Pieters as a member of ASML's Board of Management in the role of Chief Technology Officer for a four-year term, to reappoint Chief Financial Officer Roger Dassen as a member of ASML's Board of Management for a four-year term and to reappoint Chief Operations Officer Frédéric Schneider-Maunoury as a member of ASML's Board of Management for a two-year term. With these (re)appointments, the Board of Management will consist of six members effective from the 2026 AGM. Changes in Supervisory Board The current terms of Terri Kelly, An Steegen and Alexander Everke will end at the AGM 2026. Alexander Everke has informed the Supervisory Board that he is not available for reappointment and will step down after the 2026 AGM. “We want to thank Alexander for his service as a member of the Supervisory Board,” said Supervisory Board Chair Nils Andersen. “His experience and in-depth knowledge of the semiconductor industry have been of great value to the company. We wish him well in his future activities.” The Supervisory Board nominates Terri Kelly for reappointment as a member of the Supervisory Board for a term of two years effective from the 2026 AGM. Terri was first appointed in 2018 and has been a highly valued member of the Supervisory Board. She is also the Vice Chair of the Supervisory Board, the Chair of the Remuneration Committee and a member of the Selection and Nomination Committee. The Supervisory Board also nominates An Steegen for reappointment as a member of the Supervisory Board for a term of four years effective from the 2026 AGM. An was first appointed in 2022 and her experience and expertise has been of great value to the Supervisory Board. She is a member of the Technology Committee and of the ESG Committee. In addition, the Supervisory Board nominates Benjamin Loh for appointment as a new member of the Supervisory Board, effective from the 2026 AGM. Benjamin, a Singaporean citizen, brings more than three decades of global leadership experience in the semiconductor and electronics industries, most recently, as Chairman of the Board of Management, President and CEO of ASM International. Commenting on the nomination, Nils Andersen said: ”We are very pleased to nominate Benjamin Loh for appointment to our Supervisory Board. With his strategic insight, international perspective and track record in the semiconductor industry, we expect that Benjamin will be a valuable contributor to the Supervisory Board, supporting ASML in further developing and executing its long- term strategy.” Media Relations contacts Investor Relations contacts Monique Mols +31 6 5284 4418 Jim Kavanagh +31 40 268 3938 Sarah de Crescenzo +1 925 899 8985 Pete Convertito +1 203 919 1714 Karen Lo +886 9 397 88635 Peter Cheang +886 3 659 6771 Exhibit 99.1
About ASML ASML is a leading supplier to the semiconductor industry. The company provides chipmakers with hardware, software and services to mass produce the patterns of integrated circuits (microchips). Together with its partners, ASML drives the advancement of more affordable, more powerful, more energy-efficient microchips. ASML enables groundbreaking technology to solve some of humanity's toughest challenges, such as in healthcare, energy use and conservation, mobility and agriculture. ASML is a multinational company headquartered in Veldhoven, the Netherlands, with offices across EMEA, the US and Asia. Every day, ASML’s more than 44,000 employees (FTE) challenge the status quo and push technology to new limits. ASML is traded on Euronext Amsterdam and NASDAQ under the symbol ASML. Discover ASML – our products, technology and career opportunities – at www.asml.com.
Notice ASML AGM 2026 1 Public Notice Annual General Meeting 2026 of ASML Holding N.V. Notice to attend the Annual General Meeting of ASML Holding N.V. (“ASML” or the “Company”) to be held at the TWINSCAN Auditorium, ASML Building 7, De Run 6665, Veldhoven, the Netherlands, on Wednesday 22 April 2026, starting at 10.00 am CET (the “AGM”). In addition to attending the AGM in person, shareholders are offered the possibility to follow the AGM virtually, to vote virtually and to ask written questions during the meeting. Further information regarding attendance and voting can be found below under ‘Registration, (virtual) attendance and voting’. Agenda 1. Opening Non-voting 2. Overview of the Company’s business, financial situation and ESG sustainability Non-voting 3. Financial statements, results and dividend a) Advisory vote on the remuneration report for the Board of Management and the Supervisory Board for the financial year 2025 b) Proposal to adopt the financial statements of the Company for the financial year 2025, as prepared in accordance with Dutch law c) Clarification of the Company’s reserves and dividend policy d) Proposal to adopt a dividend in respect of the financial year 2025 Voting item Voting item Non-voting Voting item 4. Discharge a) Proposal to discharge the members of the Board of Management from liability for their responsibilities in the financial year 2025 b) Proposal to discharge the members of the Supervisory Board from liability for their responsibilities in the financial year 2025 Voting items 5. Proposal to approve the number of shares for the Board of Management Voting item 6. Composition of the Board of Management a) Notification of the intended appointment of Mr. M.J.A. Pieters as a member of the Board of Management in the position of Chief Technology Officer b) Notification of the intended reappointment of Mr. R.J.M. Dassen as a member of the Board of Management in the position of Chief Financial Officer c) Notification of the intended reappointment of Mr. F.J.M. Schneider- Maunoury as a member of the Board of Management in the position of Chief Operations Officer Non-voting Exhibit 99.2
Notice ASML AGM 2026 2 Public 7. Composition of the Supervisory Board a) Proposal to reappoint Ms. T.L. Kelly as a member of the Supervisory Board b) Proposal to reappoint Ms. A.L. Steegen as a member of the Supervisory Board c) Proposal to appoint Mr. B. Loh as a member of the Supervisory Board d) Composition of the Supervisory Board in 2027 Voting item Voting item Voting item Non-voting 8. Appointment external auditor a) Proposal to appoint PricewaterhouseCoopers Accountants N.V. as the external auditor to issue an independent auditor’s opinion on ASML’s financial statements for the reporting year 2027 b) Proposal to appoint PricewaterhouseCoopers Accountants N.V. as the external auditor to carry out the assurance of ASML’s sustainability statements for the reporting year 2027 Voting items 9. 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 a) Authorization to issue ordinary shares or grant rights to subscribe for ordinary shares up to 5% for general purposes and up to 5% in connection with or on the occasion of mergers, acquisitions and/or (strategic) alliances b) Authorization of the Board of Management to restrict or exclude pre-emption rights in connection with the authorizations referred to in item 9 a) Voting items 10. Proposal to authorize the Board of Management to repurchase ordinary shares up to 10% of the issued share capital Voting item 11. Proposal to cancel ordinary shares Voting item 12. Any other business Non-voting 13. Closing Non-voting Meeting documents The agenda including explanatory notes, the annual report 2025 including the financial statements 2025 in accordance with Dutch law (including explanation), the remuneration report 2025, as well as any other meeting documents (the “AGM Documents”) are available upon request and free of charge at the office of ASML (ASML Holding N.V., Corporate Secretariat, De Run 6501, 5504 DR Veldhoven, email: corporate.secretariat@asml.com) or via www.asml.com/agm2026. Electronic copies of these documents can also be obtained via ABN AMRO Bank, email: AVA@nl.abnamro.com or www.abnamro.com/evoting. The AGM Documents are available in the English language.
Notice ASML AGM 2026 3 Public Record date In accordance with the statutory provisions, eligible meeting participants and persons entitled to vote at the AGM are those persons who on Wednesday 25 March 2026 (the “Record Date”), after processing of all entries and deletions as of that date, are recorded in a (sub-)register designated by the Board of Management, and are registered in the manner outlined under ‘Registration, (virtual) attendance and voting’. Changes in shareholdings after the Record Date have no further influence as far as entitlement to vote is concerned: only shares owned and settled on the Record Date are entitled to be voted on at the AGM. Pursuant to the provisions of Dutch law, all ASML shares are also freely tradable after the Record Date, and there is no share blocking associated with the AGM. Registration, (virtual) attendance and voting Holders of shares traded on Euronext in Amsterdam (“Euronext Amsterdam”) For holders of shares traded on Euronext Amsterdam the Board of Management has designated as register or sub-registers the records of the intermediaries of Euroclear Nederland. Registration Holders of shares traded on Euronext Amsterdam who wish to attend the AGM virtually, in person or by proxy must notify ABN AMRO Bank N.V. (“ABN AMRO”), through their bank or broker, that they wish to attend the AGM. Shareholders may also register for the AGM via www.abnamro.com/evoting. Registration requests may be submitted in the period starting Thursday 26 March 2026 until and including Wednesday 15 April 2026, 5.00 pm CET. No later than Thursday 16 April 2026, 1.00 pm CET the intermediaries must provide ABN AMRO via www.abnamro.com/intermediary with an electronic statement containing the number of shares held by the respective shareholders on the Record Date and for which number of shares registration for the AGM is requested. Please note that the deadline set by your intermediary may differ from the shareholder deadline we have established. Admission to the AGM Shareholders who wish to attend the AGM in person will subsequently receive a confirmation of registration, including registration number, by email or regular mail. The registration number will give shareholders entrance to the AGM. Shareholders or their proxies will be requested to identify themselves by means of a valid identification document prior to the AGM. There will be a security check in the reception area and a routine bag search may be undertaken. Voting Shareholders who wish to attend the AGM in person are requested to vote electronically by using their own electronic device (smartphone and tablet). In addition, ASML has voting devices available in case shareholders do not wish to use their own electronic device. Virtual attendance and virtual voting Shareholders who wish to attend the AGM as virtual attendees through the online platform can log in at www.abnamro.com/evoting using their user account and password. If a shareholder is a new user and does not yet have a user account and password, he/she can create a user account and password at www.abnamro.com/evoting. Further instructions for logging in and creating a new user account and password can be found at www.abnamro.com/evoting. Shareholders who have registered for virtual attendance of the AGM will receive a confirmation of registration by email which will contain a unique link. Via this link the respective shareholder can log in to the online platform of the AGM by means of a two-factor verification process (with SMS verification).
Notice ASML AGM 2026 4 Public Shareholders may log in to the online platform of the AGM on Wednesday 22 April 2026 from 9.00 am CET until the start of the AGM at 10.00 am CET. Shareholders who have not logged in before the start of the AGM via the online platform cannot vote and can only see, hear or otherwise follow the proceedings. The start time of the voting on the voting items of the AGM, will be determined in accordance with the provisions of ASML's Terms and Conditions for Hybrid General Meetings. Shareholders will be able to vote electronically using their smartphone, tablet, laptop or PC during the AGM on the online platform at www.abnamro.com/evoting. This only applies in so far as the intermediary of the Shareholder makes online voting possible. ASML's Terms and Conditions for Hybrid General Meetings apply to shareholders who wish to take part in the AGM through the online platform respectively attend the AGM in person. More information about in person and virtual participation in the AGM can be found in ASML's Terms and Conditions for Hybrid General Meetings. These terms and conditions are available at www.asml.com/agm2026. To be certain that a device is compatible, we recommend shareholders to verify this before deciding whether to attend the AGM in a fully virtual capacity. We also recommend that shareholders who choose to attend the AGM and/or vote virtually through the online platform log in to the online platform at least 15 minutes before the starting time of the AGM. Shareholders who wish to attend the AGM in a virtual capacity face certain risks (as described in more detail in ASML's Terms and Conditions for Hybrid General Meetings). If a shareholder wishes to avoid such risks, he or she should appoint a voting proxy or attend the AGM in person. The intermediaries are requested to provide the valid email address, securities account and mobile phone number for shareholders who wish to attend the AGM in a virtual capacity through the online platform for authentication purposes in order for these shareholders to gain admission to the AGM. Voting by proxy Shareholders who do not wish to attend the AGM virtually nor in person and/or do not wish to vote virtually nor in person during the AGM, may grant a proxy to civil-law notary Mr. N.M. van Dijk (or his substitute or one of the civil-law notaries of Meijer Notarissen B.V., Keizersgracht 695, 1017 DW Amsterdam), and instruct him/her to vote at the AGM on their behalf. In order to vote by proxy, shareholders must have registered their shares as described above. Shareholders can submit their voting instructions online via www.abnamro.com/evoting until and including Wednesday 15 April 2026, 5.00 pm CET. Shareholders who are unable to submit voting instructions through the internet may grant a written proxy to civil-law notary Mr. N.M. van Dijk (or his substitute or one of the civil-law notaries of Meijer Notarissen B.V., Keizersgracht 695, 1017 DW Amsterdam) by using a voting instruction form which is available at www.asml.com/agm2026 or which can be obtained in electronic form upon request at ABN AMRO via email: AVA@nl.abnamro.com. In order to vote by proxy shareholders must have registered their shares as described above. After completion and signing, the voting instruction form should be sent by email to AVA@nl.abnamro.com no later than Wednesday 15 April 2026, 5.00 pm CET. Holders of shares traded on Nasdaq Stock Market LLC (“Nasdaq”) For holders of shares traded on Nasdaq (“NY Shareholders”), the Board of Management has designated as register the Shareholders’ Register kept at New York by JPMorgan Chase Bank, N.A. (“JPMorgan”). NY Shareholders who are registered on Wednesday 25 March 2026 at 5.00 pm EST, after processing of all settlements and wish to vote, must notify JPMorgan, P.O. Box 64873, St. Paul, MN 55164-0873, U.S.A or through their bank or broker - no later than Tuesday 14 April 2026, 8.00 am EST. NY Shareholders who are registered on Wednesday 25 March 2026 at 5.00 pm EST, after processing of all settlements, and who wish to attend the AGM, must notify JPMorgan, P.O. Box 64873, St. Paul, MN 55164-0873, U.S.A - directly on telephone 800-990-1135 (from the US) or +1-651-453-2128 (from outside the US) or through their bank or broker - no later than Tuesday 14 April 2026, 8.00 am EST.
Notice ASML AGM 2026 5 Public NY Shareholders who do not wish to attend the meeting in person may vote by means of a proxy card. The proxy card should be received by JPMorgan at the address mentioned above no later than Tuesday 14 April 2026, 8.00 am EST. JPMorgan will forward the proxy cards to the Company on the NY Shareholders’ behalf; in case the name of the proxy is left blank, the Company shall designate the Deputy Company Secretary or another employee of ASML’s Legal & Compliance Department designated by ASML to act as proxy for such shareholders at the AGM and to vote on their behalf. Holders of shares registered in the Shareholders’ Register kept at Veldhoven Shareholders who are registered in the Shareholders’ Register kept at Veldhoven and who wish to attend the AGM either in person or by proxy can register for the AGM in the period starting Thursday 26 March 2026 until and including Wednesday 15 April 2026, 5.00 pm CET, through ASML Holding N.V., Corporate Secretariat, De Run 6501, 5504 DR Veldhoven, the Netherlands, email: corporate.secretariat@asml.com. Shareholders who do not wish to attend the AGM in person, but do wish to vote, may grant a proxy to civil- law notary Mr. N.M. van Dijk (or his substitute or one of the civil-law notaries of Meijer Notarissen B.V., Keizersgracht 695, 1017 DW Amsterdam), and instruct him/her to vote at the AGM on their behalf by means of a voting instruction form. A voting instruction form can be downloaded via the ASML website (www.asml.com/agm2026) or can be obtained upon request at the Company (email: corporate.secretariat@asml.com). In order to vote by proxy shareholders must register their shares as described above. After completion and signing the voting instruction form should be sent to the proxy. In case of granting a proxy to civil-law notary Mr. N.M. van Dijk (or his substitute or one of the civil-law notaries of Meijer Notarissen B.V., Keizersgracht 695, 1017 DW Amsterdam), the voting instruction form should be sent to: civil-law notary Mr. N.M. van Dijk, Keizersgracht 695, 1017 DW Amsterdam, the Netherlands, where it should be received no later than Wednesday 15 April 2026, 5.00 pm CET. Webcast There will be a live video broadcast of the integral AGM via ASML’s AGM website. The website link for the webcast will be published on Wednesday 22 April 2026 on ASML’s AGM website (www.asml.com/agm2026). Language Given the international nature of ASML and because ASML’s corporate language is English, the AGM will be conducted in the English language. A live translation into Dutch will be offered and shareholders will have the opportunity to address the AGM in the Dutch language. Questions Shareholders who have registered to attend the AGM virtually and who are logged in on the online platform for the AGM have the opportunity to ask questions in writing during the AGM. For general information or any remaining questions following the above, please refer to ASML's Deputy Company Secretary, Angela van de Kerkhof, via email: corporate.secretariat@asml.com. Veldhoven, 9 March 2026 The Board of Management
Agenda and explanatory notes ASML AGM 2026 1 Public Agenda for the Annual General Meeting of ASML Holding N.V. (“ASML” or the “Company”) to be held at the TWINSCAN Auditorium, ASML Building 7, De Run 6665, Veldhoven, the Netherlands, on Wednesday 22 April 2026, starting at 10.00 am CET (the “AGM”). 1. Opening Non-voting 2. Overview of the Company’s business, financial situation and ESG sustainability Non-voting 3. Financial statements, results and dividend a) Advisory vote on the remuneration report for the Board of Management and the Supervisory Board for the financial year 2025 b) Proposal to adopt the financial statements of the Company for the financial year 2025, as prepared in accordance with Dutch law c) Clarification of the Company’s reserves and dividend policy d) Proposal to adopt a dividend in respect of the financial year 2025 Voting item Voting item Non-voting Voting item 4. Discharge a) Proposal to discharge the members of the Board of Management from liability for their responsibilities in the financial year 2025 b) Proposal to discharge the members of the Supervisory Board from liability for their responsibilities in the financial year 2025 Voting items 5. Proposal to approve the number of shares for the Board of Management Voting item 6. Composition of the Board of Management a) Notification of the intended appointment of Mr. M.J.A. Pieters as a member of the Board of Management in the position of Chief Technology Officer b) Notification of the intended reappointment of Mr. R.J.M. Dassen as a member of the Board of Management in the position of Chief Financial Officer c) Notification of the intended reappointment of Mr. F.J.M. Schneider- Maunoury as a member of the Board of Management in the position of Chief Operations Officer Non-voting 7. Composition of the Supervisory Board a) Proposal to reappoint Ms. T.L. Kelly as a member of the Supervisory Board b) Proposal to reappoint Ms. A.L. Steegen as a member of the Supervisory Board c) Proposal to appoint Mr. B. Loh as a member of the Supervisory Board d) Composition of the Supervisory Board in 2027 Voting item Voting item Voting item Non-voting Exhibit 99.3
Agenda and explanatory notes ASML AGM 2026 2 Public 8. Appointment external auditor a) Proposal to appoint PricewaterhouseCoopers Accountants N.V. as the external auditor to issue an independent auditor’s opinion on ASML’s financial statements for the reporting year 2027 b) Proposal to appoint PricewaterhouseCoopers Accountants N.V. as the external auditor to carry out the assurance of ASML’s sustainability statements for the reporting year 2027 Voting items 9. 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: a) Authorization to issue ordinary shares or grant rights to subscribe for ordinary shares up to 5% for general purposes and up to 5% in connection with or on the occasion of mergers, acquisitions and/or (strategic) alliances b) Authorization of the Board of Management to restrict or exclude pre-emption rights in connection with the authorizations referred to in item 9 a) Voting items 10. Proposal to authorize the Board of Management to repurchase ordinary shares up to 10% of the issued share capital Voting item 11. Proposal to cancel ordinary shares Voting item 12. Any other business Non-voting 13. Closing Non-voting
Agenda and explanatory notes ASML AGM 2026 3 Public Explanatory Notes to the Agenda 2. Overview of the Company’s business, financial situation and ESG sustainability [Non-voting item] This agenda item includes an account of the Company’s business, financial situation and ESG sustainability during the financial year 2025. 3. Financial statements, results and dividend This agenda item consists of three voting items and one non-voting item a) Advisory vote on the remuneration report for the Board of Management and the Supervisory Board for the financial year 2025 [Voting item] The Company has prepared the remuneration report for the Board of Management and the Supervisory Board for the financial year 2025 in accordance with the statutory requirements. Pursuant to Dutch law, the 2025 remuneration report will be submitted to the General Meeting for an advisory vote. The 2025 remuneration report has been published as part of the 2025 Annual Report and is also published separately on the Company’s website (www.asml.com/agm2026). b) Proposal to adopt the financial statements of the Company for the financial year 2025, as prepared in accordance with Dutch law [Voting item] The Company has prepared two sets of financial statements, one based on accounting principles generally accepted in the United States of America (“US GAAP”), and one based on International Financial Reporting Standards (“IFRS”) and Dutch law. For internal and external reporting purposes, the Company follows US GAAP. US GAAP is ASML’s primary accounting standard. However, the Company's financial statements based on IFRS and Dutch law are the annual accounts that are required for Dutch statutory purposes and are being submitted to the General Meeting for adoption. ASML corporate structure and its compliance with the Dutch Corporate Governance Code are accounted for in ASML’s Annual Reports for the financial year 2025, section Corporate Governance. The Company complies with the applicable best practice provisions of the Dutch Corporate Governance Code 2025. The 2025 Annual Report including the financial statements based on IFRS and Dutch law contains the Risk Management Statement in accordance with the 2025 Dutch Corporate Governance Code. The 2025 Annual Report, including the financial statements based on IFRS and Dutch law, has been published on the Company’s website (www.asml.com/agm2026) and is also available via the Company. c) Clarification of the Company’s reserves and dividend policy [Non-voting item] The Board of Management will explain the Company’s reserves and dividend policy as outlined in the Company’s 2025 Annual Report. As part of ASML's financing policy to return excess cash to shareholders through dividends and share buybacks or capital repayment, the Company aims to distribute a dividend that will be growing over time, paid quarterly. d) Proposal to adopt a dividend in respect of the financial year 2025 [Voting item] ASML intends to declare a total dividend for 2025 of EUR 7.50 per ordinary share. Recognizing the interim dividend paid in February 2026 and the two interim dividends paid in 2025, each EUR 1.60 per ordinary share, this leads to a final dividend proposal to the General Meeting of EUR 2.70 per ordinary share (for a total amount of approximately EUR 1,038M). This is a 17% increase per ordinary share compared to 2024. The proposed total dividend per ordinary share represents approximately 30% of earnings per share in 2025.
Agenda and explanatory notes ASML AGM 2026 4 Public The relevant dates for the final dividend have been set as follows: Ex-dividend Euronext 24 April 2026 Ex-dividend date Nasdaq 27 April 2026 Fixing date EUR/USD conversion 27 April 2026 Record date Euronext & Nasdaq 27 April 2026 Dividend payment date 5 May 2026 4. Discharge This agenda item consists of two voting items a) Proposal to discharge the members of the Board of Management from liability for their responsibilities in the financial year 2025 [Voting item] It is proposed to discharge the members of the Board of Management in office in 2025 from all liability in relation to the exercise of their duties in the financial year 2025. b) Proposal to discharge the members of the Supervisory Board from liability for their responsibilities in the financial year 2025 [Voting item] It is proposed to discharge the members of the Supervisory Board in office in 2025 from all liability in relation to the exercise of their duties in the financial year 2025. 5. Proposal to approve the number of shares for the Board of Management [Voting item] This agenda item concerns the proposal to approve the number of ordinary shares available for the Board of Management. Furthermore, the Company proposes to the General Meeting 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 9, and will be requested for the period starting from the 2026 AGM (i.e. 22 April 2026) up to the AGM to be held in 2027. The maximum available number of ordinary shares for the Board of Management members that the Company hereby submits for approval to the General Meeting amounts to 170,000 (one hundred seventy thousand) ordinary shares for the abovementioned period. The actual number of ordinary shares that will be granted to the Board of Management members will be determined in accordance with the performance share arrangement as incorporated in the applicable remuneration policy for the Board of Management. The maximum available number of ordinary shares referred to in this agenda item should be considered as the maximum reservation that could be needed to execute the remuneration policy for the Board of Management in the abovementioned period. For further information on the performance share arrangement for the Board of Management reference is made to the remuneration policy for the Board of Management. The Company notes that as of the 2027 AGM, the proposal to designate the Board of Management as the body authorized to issue ordinary shares pursuant to the performance share arrangement in the Board of Management remuneration policy will be incorporated in the General Meeting's vote on the Board of Management remuneration policy when such policy is submitted to the General Meeting for a vote. Consequently, the proposal to approve the number of shares for the Board of Management will no longer be submitted to the General Meeting as a separate agenda item once such approval has been obtained through the vote on the Board of Management remuneration policy.
Agenda and explanatory notes ASML AGM 2026 5 Public 6. Composition of the Board of Management a) Notification of the intended appointment of Mr. M.J.A. Pieters as a member of the Board of Management in the position of Chief Technology Officer [Non-voting item] The Supervisory Board intends to appoint Mr. Pieters as a member of the Company’s Board of Management as per the date of the 2026 AGM. With Mr. Pieters' appointment to the ASML Board of Management, the Board of Management will expand from five to six members. As announced in the press release dated 9 October 2025, the Supervisory Board intends to appoint Mr. Pieters as a member of the Board of Management in the position of Executive Vice President and Chief Technology Officer. The appointment of Mr. Pieters will be for a period of four years, subject to notification to the AGM on 22 April 2026. Pursuant to the Company’s Articles of Association, Mr. Pieter’s four-year term will commence per the AGM to be held on 22 April 2026 and will expire effective per the AGM to be held in 2030. If both parties so decide, the appointment term may be further extended for consecutive periods, each with a maximum of four years. Mr. Pieters joined ASML in September 1999 and has over 25 years of experience in various technical and leadership roles, including Executive Vice President for the product area Applications from April 2023 until October 2025. Since October 2025, Mr. Pieters has served as Executive Vice President and Chief Technology Officer. Below is an overview of the most important elements of Mr. Pieters management services agreement, including his remuneration package. The management services agreement is in accordance with the Dutch Corporate Governance Code. The remuneration package is also in accordance with the applicable Remuneration Policy, including the performance criteria. Base salary: EUR 815,000 gross. Short Term Incentive: In accordance with the cash incentive included in the applicable Remuneration Policy. Long Term Incentive: In accordance with the performance share arrangement as included in the applicable Remuneration Policy. Pension: Participation in the pension arrangement for the Board of Management, based on the ‘excedent’ (supplementary) arrangement for ASML employees in the Netherlands, consisting of a gross pension element (for the salary below approximately EUR 138,000 minus the threshold) and a net pension element (for the salary above approximately EUR 138,000). Severance payment: One year base salary (gross). Appointment term: Four-year term, with the possibility of reappointment. b) Notification of the intended reappointment of Mr. R.J.M. Dassen as a member of the Board of Management in the position of Chief Financial Officer [Non-voting item] The Supervisory Board appointed Mr. Dassen as a member of the Company’s Board of Management as per 1 June 2018. Mr. Dassen’s current appointment term will end per the AGM of 22 April 2026. The Supervisory Board intends to reappoint Mr. Dassen in view of his performance as Executive Vice President and Chief Financial Officer as well as his deep financial expertise and broad leadership experience. The Supervisory Board is of the opinion that ASML will continue to benefit from Mr. Dassen’s membership of ASML’s Board of Management. The reappointment of Mr. Dassen will be for a consecutive period of four years, subject to notification to the AGM on 22 April
Agenda and explanatory notes ASML AGM 2026 6 Public 2026. Pursuant to ASML’s Articles of Association, Mr. Dassen’s term will commence as per the AGM to be held on 22 April 2026 and will expire effective the AGM to be held in 2030. If both parties so decide, the appointment term may be further extended for consecutive periods, each with a maximum of four years. Mr. Dassen was born in 1965 and has the Dutch nationality. Mr. Dassen was appointed Executive Vice President and CFO and member of the Board of Management as per 1 June 2018; he was reappointed for a second term of four years in 2022. Previously, Mr. Dassen served as Global Vice Chair and member of the Executive Board of Deloitte Touche Tohmatsu Limited, having been CEO of Deloitte Holding B.V. Since his appointment in 2018 Mr. Dassen served as Chief Financial Officer on the Board of Management of the Company. Mr. Dassen holds a master’s in Economics and Business Administration, a post-master’s in Auditing, and a PhD in Business Administration, all from the University of Maastricht. He is Professor of Auditing at the Free University Amsterdam, and sits on the Supervisory Board of the Dutch National Bank. He is also the Chair of the Supervisory Board of Maastricht University Medical Center+ and he serves on the Strategic Committee of Mistral AI. Below is an overview of the most important elements of Mr. Dassen’s management services agreement, including his remuneration package. The management services agreement is in accordance with the Dutch Corporate Governance Code. The remuneration package is also in accordance with the applicable Remuneration Policy, including the performance criteria. Base salary: EUR 815,000 gross. Short Term Incentive: In accordance with the cash incentive included in the applicable Remuneration Policy. Long Term Incentive: In accordance with the performance share arrangement as included in the applicable Remuneration Policy. Pension: Participation in the pension arrangement for the Board of Management, based on the ‘excedent’ (supplementary) arrangement for ASML employees in the Netherlands, consisting of a gross pension element (for the salary below approximately EUR 138,000 minus the threshold) and a net pension element (for the salary above approximately EUR 138,000). Severance payment: One year base salary (gross). Appointment term: Four-year term, with the possibility of reappointment. c) Notification of the intended reappointment of Mr. F.J.M. Schneider-Maunoury as a member of the Board of Management in the position of Chief Operations Officer [Non-voting item] The Supervisory Board appointed Mr. Schneider-Maunoury as a member of the Company’s Board of Management as per 24 March 2010; he was reappointed for consecutive four-year terms in 2014, 2018 and 2022. Mr. Schneider-Maunoury’s current appointment term will end per the AGM of 22 April 2026. The Supervisory Board intends to reappoint Mr. Schneider-Maunoury in view of his performance as the Company’s Executive Vice President and Chief Operations Officer and member of the Board of Management over the past sixteen years. Given his valuable contributions, the Supervisory Board is of the opinion that ASML will continue to benefit from Mr. Schneider-Maunoury’s membership of ASML’s Board of Management. The reappointment of Mr. Schneider-Maunoury will be for a consecutive period of two years, subject to notification to the AGM on 22 April 2026. Pursuant to the Company’s Articles of Association, Mr. Schneider-Maunoury’s two-year term will commence per the AGM to be held on 22 April 2026 and will expire effective per the AGM to be held in 2028. If both parties so decide, the appointment term may be further extended for consecutive periods, each with a maximum of four years.
Agenda and explanatory notes ASML AGM 2026 7 Public Mr. Schneider-Maunoury was born in 1961 and has the French nationality. Mr. Schneider- Maunoury has had various functions during his career and has gained worldwide business and operational experience in the high-value equipment industry. As Chief Operations Officer, Mr. Schneider-Maunoury is, amongst others, responsible for the successful execution of the Company’s fundamental operating strategy. Below is an overview of the most important elements of Mr. Schneider-Maunoury’s management services agreement, including his remuneration package. The management services agreement is in accordance with the Dutch Corporate Governance Code. The remuneration package is also in accordance with the applicable Remuneration Policy, including the performance criteria. Base salary: EUR 815,000 gross. Short Term Incentive: In accordance with the cash incentive included in the applicable Remuneration Policy. Long Term Incentive: In accordance with the performance share arrangement as included in the applicable Remuneration Policy. Pension: Participation in the pension arrangement for the Board of Management, based on the ‘excedent’ (supplementary) arrangement for ASML employees in the Netherlands, consisting of a gross pension element (for the salary below approximately EUR 138,000 minus the threshold) and a net pension element (for the salary above approximately EUR 138,000). Severance payment: One year base salary (gross). Appointment term: Two-year term, with the possibility of reappointment. 7. Composition of the Supervisory Board This agenda item consists of three voting items and one non-voting item. Introduction to agenda item 7 As announced at the AGM held on 23 April 2025, the Supervisory Board gives notice that Ms. T.L. (Terri) Kelly, Ms. A.L. (An) Steegen and Mr. A.F.M. (Alexander) Everke will retire by rotation per the date of the 2026 AGM due to the end of their appointment terms. Ms. Kelly and Ms. Steegen have informed the Supervisory Board that they are available for reappointment after the completion of their current terms. Mr. Everke has informed the Supervisory Board that he is not available for reappointment after the completion of his current term. a) Proposal to reappoint Ms. T.L. Kelly as a member of the Supervisory Board [Voting item] The Supervisory Board intends to nominate Ms. Kelly for reappointment as a member of the Supervisory Board per the date of the 2026 AGM. Ms. Kelly was first appointed as a member of the Supervisory Board in 2018 and is currently also the Vice-Chair of the Supervisory Board, the Chair of the Remuneration Committee and a member of the Selection and Nomination Committee. Ms. Kelly was born in 1961 and has the American nationality. Ms. Kelly was President and CEO at W.L. Gore & Associates from 2005 until 2018, having worked at Gore since 1983 in various management roles. She also served on Gore’s Board of Directors through July 2018. Terri is currently also a Trustee of the Alfred I. Dupont Charitable Trust, which provides oversight of the Nemours Foundation. She is the Chair of the Board of Trustees of the University of Delaware and a member of the Board of Directors of United Rentals, Inc. Ms. Kelly does not hold shares in the capital of the Company. Ms. Kelly is independent pursuant to the Dutch Corporate Governance Code as well as under the Nasdaq Stock Market Rules. Ms. Kelly’s previous (re)appointments were based on the enhanced recommendation right of the Works Council of ASML Netherlands B.V. (“Works Council”) and the Works Council also used its enhanced
Agenda and explanatory notes ASML AGM 2026 8 Public recommendation right for the current nomination of Ms. Kelly. The Works Council has been provided with the opportunity to determine its position in this respect and has notified the Supervisory Board that it is in favor thereof. The Supervisory Board nominates Ms. Kelly for reappointment in view of her background and experience as CEO in an innovative, multinational business with a long-term orientation, as well as her experience in the area of organizational and leadership development. Ms. Kelly has made a valuable contribution to the Supervisory Board over the past eight years, especially given her roles as Vice Chair of the Supervisory Board, Chair of the Remuneration Committee and member of the Selection and Nomination Committee, and the Supervisory Board expects to continue benefitting from Ms. Kelly´s extensive experience. Ms. Kelly fits very well in the profile for this position. Ms. Kelly’s reappointment will be for a period of two years in accordance with the Company's Articles of Association and the Rules of Procedure of the Supervisory Board. The General Meeting has not made any recommendations for the filling of this vacancy. If the General Meeting resolves to reappoint Ms. Kelly, the reappointment will be effective per the date of the 2026 AGM (i.e. 22 April 2026) and will end per the date of the AGM to be held in 2028. b) Proposal to reappoint Ms. A.L. Steegen as a member of the Supervisory Board [Voting item] The Supervisory Board intends to nominate Ms. Steegen for reappointment as a member of the Supervisory Board per the date of the 2026 AGM. Ms. Steegen was first appointed as a member of the Supervisory Board in 2022 and is currently also a member of the Technology Committee and the ESG Committee. Ms. Steegen was born in 1971 and has the Belgian nationality. Ms. Steegen is CEO and member of the Board of Directors of Barco N.V. since September 1, 2024, after having served as a co-CEO and member of the Board of Directors since October 1 , 2021. Prior to that, Ms. Steegen was R&D director at IBM Semiconductor and Executive Vice President at the research institute imec in Belgium. Furthermore, Ms. Steegen was CTO and Executive Vice President Electronic and Electro-Optical Materials at Umicore. Ms. Steegen does not hold shares in the capital of the Company. Ms. Steegen is independent pursuant to the Dutch Corporate Governance Code as well as under the Nasdaq Stock Market Rules. Ms. Steegen’s previous appointment was based on the enhanced recommendation right of the Works Council and the Works Council also used its enhanced recommendation right for the current nomination of Ms. Steegen. The Works Council has been provided with the opportunity to determine its position in this respect and has notified the Supervisory Board that it is in favor thereof. The Supervisory Board nominates Ms. Steegen for reappointment in view of her knowledge, experience and leadership capabilities, especially in the semiconductor industry in various organizations, which have been and are expected to continue to be of great value to the Supervisory Board. Ms. Steegen fits very well in the profile drafted for this position. Ms. Steegen’s reappointment will be for a period of four years in accordance with the Company's Articles of Association and the Rules of Procedure of the Supervisory Board. The General Meeting has not made any recommendations for the filling of this vacancy. If the General Meeting resolves to reappoint Ms. Steegen, the reappointment will be effective per the date of the 2026 AGM (i.e. 22 April 2026) and will end per the date of the AGM to be held in 2030. c) Proposal to appoint Mr. B. Loh as a member of the Supervisory Board [Voting item] The Supervisory Board intends to nominate Mr. Loh for appointment as a member of the Supervisory Board per the date of the 2026 AGM. Mr. Loh was born in 1963 and has the Singaporean nationality. Mr. Loh has extensive experience in the electronics and semiconductor industries, having held various board and executive positions throughout
Agenda and explanatory notes ASML AGM 2026 9 Public his career. Mr. Loh served as Chairman of the Board of Management, President and CEO for ASM International N.V. from 2020 until 2024. Prior to that, Mr. Loh served as EVP WW Sales and Marketing and member of the Board of Management at VAT Vacuum Valves AG. He also held various executive positions at FEI Company, including Chief Operating Officer and held leadership positions at Veeco Instruments, Inc. and Oerlikon Corporation. Mr. Loh also held multiple non-executive positions, including at Schneeberger, Schweiter Technologies AG, Liteq B.V. and ASMPT Ltd. Currently, Mr. Loh serves as a Supervisory Board member at Comet AG. Mr. Loh is also a member of the International Board of Semi Inc. Mr. Loh holds a degree in electronic engineering from the Tohoku University in Japan. Mr. Loh does not hold shares in the capital of the Company. Mr. Loh is independent pursuant to the Dutch Corporate Governance Code as well as under the Nasdaq Stock Market Rules. The Supervisory Board nominates Mr. Loh for appointment in view of his extensive international business and leadership experience, in particular in the electronics and semiconductor industry. The Supervisory Board expects that Mr. Loh will be a valuable contributor to the Supervisory Board, supporting ASML in further developing and executing its long-term strategy. Mr. Loh fits very well in the profile drafted for this position. Mr. Loh’s appointment will be for a period of four years in accordance with the Company's Articles of Association and the Rules of Procedure of the Supervisory Board. The General Meeting and the Works Council have not made any recommendations for the filling of this vacancy. The Works Council has been provided with the opportunity to determine its position on the nomination of Mr. Loh for appointment as a member of the Supervisory Board. If the General Meeting resolves to appoint Mr. Loh, the appointment will be effective per the date of the 2026 AGM (i.e. 22 April 2026) and will end per the date of the AGM to be held in 2030. d) Composition of the Supervisory Board in 2027 [Non-voting item] The Supervisory Board gives notice that Mr. N.S. (Nils) Andersen and Mr. J.P. (Jack) de Kreij will retire by rotation per the date of the 2027 AGM, as their terms of appointment will end per that date. 8. Appointment external auditor This agenda item consists of two voting items a) Proposal to appoint PricewaterhouseCoopers Accountants N.V. as the external auditor to issue an independent auditor’s opinion on ASML’s financial statements for the reporting year 2027 [Voting item] In 2025 PricewaterhouseCoopers Accountants N.V. (“PwC”) was appointed as the external auditor for the reporting year 2026. The Supervisory Board proposes, following the recommendation by its Audit Committee, to appoint PwC as its external auditor to issue an independent auditor’s opinion on ASML’s financial statements for the reporting year 2027. The Supervisory Board submits this proposal taking into consideration the satisfactory working relation with PwC during the 2026 reporting year and to provide continuity in the external audit processes. b) Proposal to appoint PricewaterhouseCoopers Accountants N.V. as the external auditor to carry out the assurance of ASML’s sustainability statements for the reporting year 2027 [Voting item] In anticipation of the transposition of the EU Corporate Sustainability Reporting Directive ("CSRD") into Dutch law and provided that the CSRD implementation bill takes effect for the reporting years 2026, the Supervisory Board, following the recommendation by its Audit Committee, proposes to appoint PwC as the external auditor to carry out the assurance review of, and issue a limited assurance opinion on, ASML's sustainability statements for the reporting year 2027.
Agenda and explanatory notes ASML AGM 2026 10 Public 9. 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 two voting items a) Authorization to issue ordinary shares or grant rights to subscribe for ordinary shares up to 5% for general purposes and up to 5% in connection with or on the occasion of mergers, acquisitions and/or (strategic) alliances [Voting item] It is proposed to authorize the Board of Management for a period of 18 months from the date of the AGM (i.e. from 22 April 2026 up to and including 22 October 2027) and subject to the approval of the Supervisory Board, to issue ordinary shares or grant rights to subscribe for ordinary shares up to 5% for general purposes and up to 5% in connection with or on the occasion of mergers, acquisitions and/or (strategic) alliances. In both cases, the authorization is limited to a maximum of 5% of ASML’s issued share capital per 22 April 2026. If this authorization is approved by the General Meeting, the existing authorization as granted per 23 April 2025 will cease to apply. b) Authorization of the Board of Management to restrict or exclude pre-emption rights in connection with the authorizations referred to in item 9 a) [Voting item] It is proposed to authorize the Board of Management for a period of 18 months from the date of the AGM (i.e. from 22 April 2026 up to and including 22 October 2027) 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 9 a) pursuant to the Company's 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 General Meeting, the existing authorization as granted per 23 April 2025 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 in a timely manner when certain opportunities arise that require the issue of shares. Therefore, the Board of Management would like to have the authority to issue shares when such occasions occur, and to exclude the pre-emption rights in situations where it is imperative to be able to act quickly, without having to request the prior approval of the Company’s shareholders, for which an extraordinary shareholders’ meeting would have to be convened which would take valuable time or could create disruptive market speculations. In the past, this agenda item was for example used in relation to acquisitions. 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 10 and 11: ASML aims to have flexibility in the execution of a return of capital to its shareholders. To enable such flexibility, ASML requests the General Meeting 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. As part of ASML's financing policy to return excess cash to shareholders through dividends and share buybacks or capital repayment, subject to ASML’s actual and anticipated level of liquidity requirements and other relevant factors, the Company announced on January 28, 2026 a share buyback program, effective as from January 28, 2026 and to be executed by December 31, 2028. As part of this program, ASML intends to repurchase shares up to an amount of EUR 12 billion, of which the Company expects a total of up to 2 million shares will be used to cover employee share plans. ASML intends to cancel the remainder of the shares repurchased. The share buyback program will be executed within the limitations of the authority granted by the General Meeting from time to time.
Agenda and explanatory notes ASML AGM 2026 11 Public 10. Proposal to authorize the Board of Management to repurchase ordinary shares up to 10% of the issued share capital [Voting item] It is proposed to renew the authorization of the Board of Management to repurchase ordinary shares for a period of 18 months effective per the date of the 2026 AGM (i.e. 22 April 2026) up to and including 22 October 2027. Provided that the General Meeting grants this new authorization, the existing authorization to repurchase ordinary shares as granted per 23 April 2025 will cease to apply. In order to realize share buybacks and 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 22 April 2026, 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 as at the date of the 2026 AGM (i.e. 22 April 2026). Share buybacks may, among other transaction formats, take place on the open market, through privately negotiated purchases, in self-tender offers, or through accelerated repurchase arrangements. Shares may be repurchased 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 (excluding any expenses). The market price is defined as the average of the daily highest price of the ordinary shares on Euronext Amsterdam (“Euronext Amsterdam”) or the NASDAQ Stock Market LLC (“NASDAQ”) during each of the five trading days prior to the date of the acquisition, as shown in the Official Price List of Euronext Amsterdam or as reported on NASDAQ, provided that for self-tender offers, accelerated repurchase arrangements and other similar repurchase programs as determined by the Board of Management, the market price shall be the average of the daily highest price of the ordinary shares on Euronext Amsterdam or NASDAQ during a period as determined by the Board of Management, which shall be at least one trading day. Provided that the General Meeting grants this authorization, 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 General Meeting resolves to cancel these ordinary shares (agenda item 11). Any repurchase of shares is subject to the approval of the Supervisory Board. 11. Proposal to cancel ordinary shares [Voting item] 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 (22 April 2026). It is proposed to the General Meeting 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 10, to the extent that such ordinary shares are not used to cover obligations under employee equity 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 10% of the issued share capital at 22 April 2026. Pursuant to the relevant statutory provisions, cancellation may not be effectuated until two months after the resolution to cancel has been adopted and publicly announced (this will apply to each tranche).
FAQ
What are ASML (ASML) shareholders voting on at the 2026 AGM?
Shareholders will vote on 2025 financial statements, the remuneration report, dividend in respect of 2025, discharge of the Boards, share issuance and buyback authorizations, auditor appointments, and Supervisory Board appointments and reappointments.
The agenda also includes non-voting updates on strategy, ESG, and board composition.
How much dividend is ASML (ASML) proposing for the 2025 financial year?
ASML intends a total 2025 dividend of EUR 7.50 per ordinary share. After three interim dividends of EUR 1.60 each, the proposed final dividend is EUR 2.70 per share, about EUR 1,038M in total.
This represents a 17% per-share increase versus 2024 and around 30% of 2025 EPS.
What is ASML’s new share buyback program mentioned in the 6-K filing?
ASML announced a share buyback program on 28 January 2026 to repurchase shares up to EUR 12 billion by 31 December 2028.
The company expects up to 2 million shares will serve employee share plans and intends to cancel the remaining repurchased shares, subject to shareholder authorizations.
What share issuance and buyback authorizations is ASML (ASML) seeking at the AGM?
ASML seeks authority to issue ordinary shares up to 5% of issued capital for general purposes plus 5% for mergers, acquisitions and strategic alliances, and to restrict or exclude pre-emption rights.
It also requests approval to repurchase and later cancel up to 10% of issued share capital.
Which board and supervisory positions are changing at ASML (ASML)?
ASML plans to appoint Marco Pieters as Chief Technology Officer and reappoint CFO Roger Dassen and COO Frédéric Schneider‑Maunoury, expanding the Board of Management to six members.
Supervisory Board proposals include reappointing Terri Kelly and An Steegen and appointing Benjamin Loh as a new member.
Who will audit ASML’s 2027 financial and sustainability reporting?
PricewaterhouseCoopers Accountants N.V. is proposed as ASML’s external auditor for the 2027 financial statements and for limited assurance on 2027 sustainability statements.
This continues the relationship established for 2026 and prepares for Corporate Sustainability Reporting Directive requirements.
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