Regulatory News:

X-FAB Silicon Foundries SE (Paris:XFAB)

Regulated Information

1. Transparency notification relating to Xtrion NV (0878.389.438) falling below the lowest threshold

1.1 Summary of the notification

X-FAB Silicon Foundries SE (hereafter: X-FAB SE or X-FAB) has received a transparency notification dated November 20, 2023, indicating that Xtrion NV, following a transfer of shares on November 14, 2023, and the termination of the existing shareholder agreement with Sarawak Technology Holdings Sdn. Bhd., currently holds 0% of the voting rights in X-FAB SE. It has thus fallen below the lowest threshold. The transparency notification further clarifies that, as a result of the share transfer and termination of the shareholder agreement, the joint control over X-FAB by Mr. Roland Duchâtelet, Mr. Rudi De Winter, Ms. Françoise Chombar and Sarawak Technology Holdings Sdn. Bhd. has transitioned into an absence of control and the Chombar-De Winter and Duchâtelet families, their respective affiliated legal entities and Sarawak Technology Holdings Sdn. Bhd. do not act in concert with regard to X-FAB.

This publication is made by X-FAB Silicon Foundries SE pursuant to the Belgian law of May 2, 2007, on disclosure of major holdings.

1.2 Content of the notification

The notification dated November 20, 2023, relating to Xtrion NV falling below the lowest threshold contains the following information:

Reason for the notification:

› Acquisition or disposal of voting securities or voting rights

› Downward crossing of the lowest threshold

› Termination of an agreement to act in concert

Notification by:

› A parent undertaking or a controlling person

› Person acting in concert

Persons subject to notification requirement:

› Roland Duchâtelet

› Rudi De Winter

› Françoise Chombar

› Elex NV

› Sensinnovat BV

› Stichting Administratiekantoor XPEQT Private foundation (Private stichting)

› Xtrion NV

› X-FAB Silicon Foundries SE

› X-FAB Semiconductor Foundries GmbH

› State Financial Secretary, Sarawak

› Sarawak Technology Holdings Sdn. Bhd.

Date on which the threshold is crossed:

November 14, 2023

Threshold that is crossed (in %):

Xtrion NV fell below the lowest threshold

Denominator:

130,781,669

Notified details:

see below

Full chain of controlled undertakings:

PRIOR TO THE TRANSACTION:

JOINT CONTROL AND ACTING IN CONCERT - Xtrion NV held 48.4% of the voting rights in X-FAB Silicon Foundries SE and had de facto control over X‑FAB Silicon Foundries SE. Stichting Administratiekantoor XPEQT holds a majority of the voting rights in Xtrion NV and has control over Xtrion NV. Stichting Administratiekantoor XPEQT is a private foundation (private stichting) under Belgian law and is under the joint control of Roland Duchâtelet, Rudi De Winter and Françoise Chombar. Roland Duchâtelet, Rudi De Winter and Françoise Chombar have joint control over Xtrion NV through Stichting Administratiekantoor XPEQT and consequently also had joint control over X-FAB Silicon Foundries SE. The certificates of shares in Xtrion NV issued by Stichting Administratiekantoor XPEQT are owned half by Elex NV and half by Sensinnovat BV. Elex NV is the investment vehicle and holding company of the Duchâtelet family. Sensinnovat BV is the investment vehicle and holding company of the De Winter-Chombar family. Xtrion NV, Elex NV, Roland Duchâtelet, Rudi De Winter and Françoise Chombar acted in concert with regard to X‑FAB Silicon Foundries SE.

ACTING IN CONCERT BETWEEN XTRION AND SARAWAK - State Financial Secretary, Sarawak, holds all voting rights in Sarawak Technology Holdings Sdn. Bhd. On 5 April 2017, Xtrion NV and Sarawak Technology Holdings Sdn. Bhd. entered into a shareholders' agreement in relation to X-FAB Silicon Foundries SE pursuant to which they acted in concert with regard to X‑FAB Silicon Foundries SE since that date.

Additional information:

CURRENT SITUATION:

END OF JOINT CONTROL AND ACTING IN CONCERT - On November 14, 2023, Xtrion NV has transferred 31,666,781 shares in X‑FAB Silicon Foundries SE to Sensinnovat BV, the investment vehicle and holding company of the De Winter-Chombar family. On November 14, 2023, Xtrion transferred 31,666,782 shares in X-FAB Silicon Foundries SE to Elex NV, the investment vehicle and holding company of the Duchâtelet family. Xtrion NV currently holds 0 shares in X-FAB Silicon Foundries SE. As a consequence of these transactions (i) a situation of joint control over X‑FAB Silicon Foundries SE has transitioned into an absence of control and (ii) the Chombar-De Winter and Duchâtelet families and their respective affiliated legal entities do not act in concert with regard to X-FAB Silicon Foundries SE.

CURRENT SITUATION: END OF ACTING IN CONCERT BETWEEN XTRION AND SARAWAK - Xtrion NV and Sarawak Technology Holdings Sdn. Bhd. have terminated the shareholder agreement dated April 5, 2017, by mutual consent. Consequently, they no longer act in concert with regard to X‑FAB Silicon Foundries SE.

A) Voting Rights

Previous notification

After the transaction

 

# of voting rights

# of voting rights

% of voting rights

Holders of voting rights

 

Linked to securities

Not linked to the securities

Linked to securities

Not linked to the securities

Roland Duchâtelet

125,724

 

 

 

 

Rudi De Winter

37,716

 

 

 

 

Françoise Chombar

37,716

 

 

 

 

Elex NV

1,005,996

 

 

 

 

Sensinnovat BV

0

0

 

0.00%

 

Stichting Administratiekantoor XPEQT

0

0

 

0.00%

 

Xtrion NV

62,743,079

0

 

0.00%

 

X-FAB Silicon Foundries SE

0

0

 

0.00%

 

X-FAB Semiconductor Foundries GmbH

149,748

 

 

 

 

Subtotal

64,099,979

 

 

 

 

State Financial Secretary, Sarawak

0

0

 

0.00%

 

Sarawak Technology Holdings Sdn. Bhd.

14,948,655

 

 

 

 

Subtotal

14,948,655

 

 

 

 

TOTAL

 

0

0

0.00%

0.00%

2. Transparency notification relating to Sensinnovat BV (0884.338.607) crossing the 20% threshold

2.1 Summary of the notification

X-FAB SE has received a transparency notification dated November 20, 2023, indicating that Sensinnovat BV, following a transfer of shares on November 14, 2023, currently holds 24.2% of the voting rights in X-FAB. It has thus crossed the 20% threshold.

2.2 Content of the notification

The transparency notification dated November 20, 2023, relating to Sensinnovat BV crossing the 20% threshold contains the following information:

Reason for the notification:

› Acquisition or disposal of voting securities or voting rights

› Conclusion or modification of an agreement to act in concert

Notification by:

› A parent undertaking or a controlling person

› Person acting in concert

Persons subject to notification requirement:

› Rudi De Winter

› Françoise Chombar

› Chione Partnership (maatschap)

› Sensinnovat BV

Date on which the threshold is crossed:

November 14, 2023

Threshold that is crossed (in %):

20%

Denominator:

130,781,669

Notified details:

see below

Full chain of controlled undertakings:

Françoise Chombar and Rudi De Winter are the managers (zaakvoerders) of and have control over Chione Partnership. Chione Partnership holds all the voting rights in Sensinnovat BV and has control over this company. Consequently, Françoise Chombar and Rudi De Winter have joint control over Sensinnovat BV.

Additional information:

On November 14, 2023, Sensinnovat BV acquired 31,666,781 shares in X‑FAB Silicon Foundries SE from Xtrion NV. Consequently, Sensinnovat and its affiliated persons currently hold 24.27% of the voting rights in X‑FAB Silicon Foundries SE. Sensinnovat BV and Karen De Winter act in concert with regard to X-FAB Silicon Foundries SE.

A) Voting Rights

Previous notification

After the transaction

 

# of voting rights

# of voting rights

% of voting rights

Holders of voting rights

 

Linked to securities

Not linked to the securities

Linked to securities

Not linked to the securities

Françoise Chombar

37,716

37,716

 

0.03%

 

Rudi De Winter

37,716

37,716

 

0.03%

 

Chione Partnership

0

0

 

0.00%

 

Sensinnovat BV

0

31,666,781

 

24.21%

 

Subtotal

75,432

31,742,213

 

24.27%

 

Karen De Winter

0

1,780

 

0.00%

 

Subtotal

 

1,780

 

0.00%

 

TOTAL

 

31,743,993

0

24.27%

0.00%

3. Transparency notification relating to Elex NV (0884.338.607) crossing the 25% threshold

3.1 Summary of the notification

X-FAB SE has received a transparency notification dated November 20, 2023, indicating that Elex NV, following a transfer of shares on November 14, 2023, currently holds 24.98% of the voting rights in X-FAB. The transparency notification further clarifies that Elex NV and Roland Duchâtelet act in concert with regard to X-FAB. Together, they hold 25.08% of the voting rights in X‑FAB SE.

3.2 Content of the notification

The transparency notification dated November 20, 2023, relating to Elex NV crossing the 25% threshold contains the following information:

Reason for the notification:

› Acquisition or disposal of voting securities or voting rights

› Conclusion or modification of an agreement to act in concert

Notification by:

› A parent undertaking or a controlling person

› Person acting in concert

Persons subject to notification requirement:

› Roland Duchâtelet

› Duchatelet Future Private foundation (private stichting)

› Elex NV

Date on which the threshold is crossed:

November 14, 2023

Threshold that is crossed (in %):

25%

Denominator:

130,781,669

Notified details:

see below

Full chain of controlled undertakings:

Duchatelet Future Private foundation holds a majority of the voting rights in Elex NV and has control over this company. The ultimate control over Elex NV is held by Duchatelet Future Private foundation, which in turn is not controlled by anyone.

Additional information:

On November 14, 2023, Elex NV acquired 31,666,782 shares in X‑FAB Silicon Foundries SE from Xtrion NV. Consequently, Elex NV holds 24,98% of the voting rights in X-FAB Silicon Foundries SE. Elex NV and Roland Duchâtelet act in concert with regard to X-FAB Silicon Foundries SE. Together, Elex NV and its affiliated persons currently hold 25.08% of the voting rights in X-FAB Silicon Foundries SE.

A) Voting Rights

Previous notification

After the transaction

 

# of voting rights

# of voting rights

% of voting rights

Holders of voting rights

 

Linked to securities

Not linked to the securities

Linked to securities

Not linked to the securities

Roland Duchâtelet

125,724

125,724

 

0.10%

 

Subtotal

125,724

125,724

 

0.10%

 

Duchatelet Future Private foundation

0

0

 

0.00%

 

Elex NV

1,005,996

32,672,778

 

24.98%

 

Subtotal

1,005,996

32,672,778

 

24.98%

 

TOTAL

 

32,798,502

0

25.08%

0.00%

4. Transparency notification relating to Sarawak Technology Holdings Sdn. Bhd. crossing the 10% threshold

4.1 Summary of the notification

X-FAB SE has received a transparency notification dated November 20, 2023, indicating that Sarawak Technology Holdings Sdn. Bhd., following the termination of a shareholder agreement with Xtrion NV on November 14, 2023, currently holds 11.43% of the voting rights in X-FAB.

4.2 Content of the notification

The transparency notification dated November 20, 2023, relating to Sarawak Technology Holdings Sdn. Bhd. crossing the 10% threshold contains the following information:

Reason for the notification:

› Acquisition or disposal of voting securities or voting rights

Notification by:

› A parent undertaking or a controlling person

Persons subject to notification requirement:

› State Financial Secretary, Sarawak

› Sarawak Technology Holdings Sdn. Bhd.

Date on which the threshold is crossed:

November 14, 2023

Threshold that is crossed (in %):

10%

Denominator:

130,781,669

Notified details:

see below

Full chain of controlled undertakings:

PRIOR TO THE TRANSACTION: ACTING IN CONCERT BETWEEN XTRION AND SARAWAK - State Financial Secretary, Sarawak holds all voting rights in Sarawak Technology Holdings Sdn. Bhd. On 5 April 2017, Xtrion NV and Sarawak Technology Holdings Sdn. Bhd. entered into a shareholders' agreement in relation to X-FAB Silicon Foundries SE pursuant to which they acted in concert with regard to X-FAB Silicon Foundries SE since that date.

Additional information:

CURRENT SITUATION: END OF ACTING IN CONCERT BETWEEN XTRION AND SARAWAK - Xtrion NV and Sarawak Technology Holdings Sdn. Bhd. have terminated the shareholder agreement dated April 5, 2017, by mutual consent. Consequently, they no longer act in concert with regard to X‑FAB Silicon Foundries SE.

A) Voting Rights

Previous notification

After the transaction

 

# of voting rights

# of voting rights

% of voting rights

Holders of voting rights

 

Linked to securities

Not linked to the securities

Linked to securities

Not linked to the securities

State Financial Secretary, Sarawak

0

0

 

0.00%

 

Sarawak Technology Holdings Sdn. Bhd.

14,948,655

14,948,655

 

11.43%

 

Subtotal

14,948,655

14,948,655

 

11.43%

 

TOTAL

 

14,948,655

0

11.43%

0.00%

Miscellaneous

The transparency notifications can be consulted on the website of X-FAB Silicon Foundries SE via this link.

About X-FAB

X-FAB is the leading analog/mixed-signal and MEMS foundry group manufacturing silicon wafers for automotive, industrial, consumer, medical and other applications. Its customers worldwide benefit from the highest quality standards, manufacturing excellence and innovative solutions by using X-FAB’s modular CMOS processes in geometries ranging from 1.0 to 0.13 µm, and its special silicon carbide and MEMS long-lifetime processes. X-FAB’s analog-digital integrated circuits (mixed-signal ICs), sensors and micro-electro-mechanical systems (MEMS) are manufactured at six production facilities in Germany, France, Malaysia and the U.S. X-FAB employs approx. 4,200 people worldwide. For more information, please visit www.xfab.com.

Forward-looking information

This press release may include forward-looking statements. Forward-looking statements are statements regarding or based upon our management’s current intentions, beliefs or expectations relating to, among other things, X-FAB’s future results of operations, financial condition, liquidity, prospects, growth, strategies or developments in the industry in which we operate. By their nature, forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results or future events to differ materially from those expressed or implied thereby. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein.

Forward-looking statements contained in this press release regarding trends or current activities should not be taken as a report that such trends or activities will continue in the future. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless legally required. You should not place undue reliance on any such forward-looking statements, which speak only as of the date of this press release.

The information contained in this press release is subject to change without notice. No re-report or warranty, express or implied, is made as to the fairness, accuracy, reasonableness, or completeness of the information contained herein and no reliance should be placed on it.

X-FAB Press Contact Uta Steinbrecher Investor Relations X-FAB Silicon Foundries +49-361-427-6489 uta.steinbrecher@xfab.com

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