Articles of Association: Post Delisting (EN)

Post-Delisting Articles of Association

NOTE ABOUT TRANSLATION:

This document is an English translation of a document prepared in Dutch. In preparing this document, an attempt has been made to translate as literally as possible without jeopardising the overall continuity of the text. Inevitably, however, differences may occur in translation and if they do, the Dutch text will govern by law. The definitions in article 1.1 of this document are listed in the English alphabetical order which may differ from the Dutch alphabetical order.

In this translation, Dutch legal concepts are expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions.

Articles of association:

1 Definitions and interpretation

1.1 In these articles of association, the following terms shall have the following meanings:

"Company" means the company the internal organisation of which is governed by these articles of association.

"Distributable Equity" means the part of the Company's equity which exceeds the aggregate of the reserves which must be maintained pursuant to the laws of the Netherlands.

"General Meeting" means the body of the Company consisting of the persons to whom, as a Shareholder or otherwise, voting rights attached to Shares accrue, or (as the case may be) a meeting of such persons (or their representatives) and other Persons with Meeting Rights.

"Group Company" means a group company of the Company.

"Inability" means the inability of a Managing Director or a Supervisory Director to perform the duties within the meaning of Section 2:244, subsection 4 or Section 2:252, subsection 4, of the Dutch Civil Code respectively, including the event that the relevant Managing Director or Supervisory Director claims inability to perform such duties for a certain period of time in writing.

"Independent Supervisory Director" means a Supervisory Director that is independent, as referred to in the Dutch corporate governance code of the twentieth day of December two thousand and twenty-two.

"in writing" means transmitted by letter, telecopier or e-mail, or any other electronic means of communication, provided the relevant message is legible and reproducible.

"Management Board" means the management board of the Company.

1

"Managing Director" means a member of the Management Board.

"Meeting Rights" means the right to attend the General Meeting and to speak therein, as referred to in Section 2:227, subsection 1, of the Dutch Civil Code. "Person with Meeting Rights" means a person to whom the Meeting Rights accrue.

"Share" means a share in the capital of the Company. "Shareholder" means a holder of one or more Shares. "Subsidiary" means a subsidiary of the Company.

"Supervisory Board" means the supervisory board of the Company. "Supervisory Director" means a member of the Supervisory Board.

1. References to "articles" refer to articles that are part of these articles of association, except where expressly indicated otherwise.
2. References to the singular include the plural and vice versa.

2 Name and official seat

1. The Company's name is:
   RoodMicrotec Netherlands B.V.
2. The Company has its official seat in Deventer, the Netherlands.
   3 Objects
   The objects of the Company are:
3. 1. to design, manufacture, import, export, distribute, do qualitative research and the treatment of and trading in electronic components, systems and subsystems, semi-finished products and equipment in the broadest sense, to provide services relating to maintenance and improvement, test and repair printed circuits and electronic products, as well as the purchase, sale and manufacturing of specific testers, handle and peripheral equipment and (whether or not tested) electronic components, whether or not jointly with so-called 'software' (programming, test procedures and similar);
   2. to incorporate, to participate in any way whatsoever in, to manage and supervise and to finance Subsidiaries, Group Companies and third parties;
   3. to borrow, to lend and to raise funds, including the issue of bonds, debt instruments or other securities or evidence of indebtedness and to enter into agreements in connection with the aforementioned activities;
   4. to render advice and services;
   5. to grant guarantees, to bind the Company and to pledge or otherwise encumber assets of the Company for its own obligations and for obligations of Subsidiaries, Group Companies and third parties;
   6. to acquire, alienate, encumber, manage and exploit registered property and items of property in general;
   7. to trade in currencies, securities and items of property in general;
   8. to exploit and trade in patents, trademarks, licenses, knowhow, copyrights, data base rights and other intellectual property rights;
   9. to perform any and all activities of an industrial, financial or commercial nature,

	and to do all that is connected therewith or may be conducive thereto, all to be
	interpreted in the broadest sense.
4	Share capital
4.1	The share capital of the Company is divided into Shares with a nominal value
	of eleven euro cent (EUR 0.11) each, numbered from 1 onward.
4.2	All Shares shall be registered. No share certificates shall be issued.
4.3	At least one Share shall be held by a person other than and other than for the
	account of the Company or a Subsidiary.

1. Register
   The Management Board shall keep a register in which the names and addresses of all Shareholders are recorded. The names and addresses of pledgees and usufructuaries of Shares shall also be entered in the register.
2. Issuance of Shares

1. Shares may be issued pursuant to a resolution of the General Meeting. The General Meeting may transfer this authority to another body of the Company and may also revoke such transfer.
2. A resolution to issue Shares shall stipulate the price and the other conditions of the issuance.
3. The issuance of a Share shall require a notarial deed, to be executed for that purpose before a civil law notary registered in the Netherlands, to which deed those involved in the issuance shall be parties.
4. Upon issuance of Shares, a Shareholder shall have a right of pre-emption in proportion to the aggregate nominal value of the Shares held by such Shareholder, subject to the limitations prescribed by the laws of the Netherlands and article 6.5.
5. Prior to each single issuance of Shares, the right of pre-emption may be limited or excluded pursuant to a resolution of the body of the Company authorised to issue such Shares.
6. Rights of pre-emption may not be separately disposed of.
7. The nominal value of each Share must be paid upon subscription. It can be stipulated that the nominal value or part thereof will only have to be paid on the expiry of a certain period or after the Company has requested that such payment be made.
8. Articles 6.1, 6.2, 6.4, 6.5 and 6.6 shall apply by analogy to the granting of rights to subscribe for Shares, but do not apply to the issuance of Shares to a person

	exercising a right to subscribe for Shares previously granted.
7	Own Shares and reduction of the issued capital
7.1	The Company and Subsidiaries may acquire fully paid up Shares or depositary
	receipts thereof, with due observance of the limitations prescribed by the laws
	of the Netherlands.
7.2	The General Meeting may resolve to reduce the Company's issued capital. A
	resolution to reduce the Company's issued capital with repayment will have no
	effect for as long as the Management Board has not granted approval thereto.

8	Transfer of Shares
8.1	The transfer of a Share shall require a notarial deed, to be executed for that
	purpose before a civil law notary registered in the Netherlands, to which deed
	those involved in the transfer shall be parties.
8.2	Unless the Company itself is party to the legal act, the rights attached to the
	Share can only be exercised after the Company has acknowledged the legal
	act or the deed has been served upon the Company.

1. Free transferability
   The transferability of Shares is not restricted within the meaning of Section 2:195 of the Dutch Civil Code.
2. Pledging of Shares and usufruct on Shares

1. Article 8 shall apply by analogy to the pledging of Shares and to the creation or transfer of a usufruct on Shares.
2. The voting rights attached to Shares may be assigned to the usufructuary or pledgee of such Shares.
3. Both the Shareholder without voting rights and the usufructuary or pledgee with

voting rights shall have the Meeting Rights. The Meeting Rights may also be granted to the usufructuary or pledgee without voting rights, with due observance of the relevant provisions of the laws of the Netherlands.

1. Depositary receipts for Shares
   The Meeting Rights shall not be attached to depositary receipts for Shares.
2. Managing Directors

1. The Management Board shall consist of one or more Managing Directors. The Supervisory Board shall determine the number of Managing Directors. Both individuals and legal entities can be Managing Directors.
2. Managing Directors are appointed by the General Meeting upon a binding nomination by the Supervisory Board as referred to in Section 2:243 of the Dutch Civil Code, whereby it is required that all Independent Supervisory Directors in office and entitled to vote have voted in favour of the resolution of the Supervisory Board to nominate, provided that this requirement shall not apply if at the time of the adoption of the resolution of the Supervisory Board no Independent Supervisory Directors are in office or none of the Independent Supervisory Directors in office are entitled to vote. The General Meeting may overrule the binding nature of a binding nomination by a resolution of the General Meeting adopted with a majority of at least two-thirds of the votes cast, which two-thirds represents more than half of the issued share capital. In such event, the Supervisory Board may prepare a new binding nomination which will be resolved upon in the next General Meeting.
3. A Managing Director may be suspended or removed by the General Meeting at any time. A Managing Director may also be suspended by the Supervisory Board, whereby it is required that all Independent Supervisory Directors in office entitled to vote have voted in favour of the resolution of the Supervisory Board to suspend, provided that this requirement shall not apply if at the time of the adoption of the resolution no Independent Supervisory Directors are in office or none of the Independent Supervisory Directors in office are entitled to vote. A

suspension by the Supervisory Board may at any time be discontinued by the General Meeting.

1. Any suspension may be extended one or more times, but may not last longer than three months in aggregate, unless the Supervisory Board or the General Meeting determines that a longer period is warranted by the circumstances of the case. If, at the end of that period, no decision has been taken on termination of the suspension or on removal, the suspension shall end.
2. The remuneration and other conditions of employment for Managing Directors are established by the General Meeting.

13	Duties of and decision-making by the Management Board
13.1	The Management Board shall be entrusted with the management of the
	Company. In performing their duties, the Managing Directors shall act in
	accordance with the interests of the Company and the business connected with
	it.
13.2	The Management Board may establish rules regarding the working methods
	and decision-making process of the Management Board. In this context, the
	Management Board may also determine the duties which a Managing Director
	shall be particularly responsible for. The Supervisory Board may resolve that
	such rules and allocation of duties shall be subject to the approval of the
	Supervisory Board.
13.3	In the Management Board, each Managing Director may cast one vote.
13.4	Meetings of the Management Board may be held by means of an assembly of
	the Managing Directors in person or by conference call, video conference or by
	any other means of communication, provided that all Managing Directors
	participating in such meeting are able to communicate with each other
	simultaneously. Participation in a meeting held in any of the above ways shall
	constitute presence at such meeting.
13.5	Management Board resolutions may at all times be adopted in writing, provided
	the proposal concerned is submitted to all Managing Directors then in office in
	respect of whom no conflict of interest within the meaning of article 13.6 exists
	and none of them objects to this manner of adopting resolutions, evidenced by
	written statements from all relevant Managing Directors.
13.6	A Managing Director shall not take part in the discussions and decision-making
	by the Management Board if such Managing Director has a direct or indirect
	personal interest therein that conflicts with the interests of the Company or the
	business connected with it. If all Managing Directors have such conflict of
	interest, the resolution shall be adopted by the Supervisory Board.
13.7	When determining how many votes are cast by Managing Directors or how
	many Managing Directors are present or represented, no account shall be taken
	of Managing Directors that are not allowed to take part in the discussions and
	decision-making by the Management Board pursuant to the laws of the
	Netherlands, these articles of association or rules as referred to in article 13.2.
14	Representation

14.1 The Company shall be represented by the Management Board. Any two Managing Directors acting jointly shall also be authorised to represent the Company.