SUSS MicroTec SE

Garching

Securities Identification No. A1K023

ISIN: DE000A1K0235

We hereby invite our shareholders to the

Ordinary Shareholders’ Meeting to take place on June 6, 2018, at 10:00 a.m.

in the Haus der Bayerischen Wirtschaft (House of the Bavarian Economy)

Max-Joseph-Straße 5 in 80333

Munich,

Germany

Agenda

1 Presentation of the annual financial statements of SUSS MicroTec SE, the

approved consolidated financial statements as of December 31, 2017, the

condensed Management Report for SUSS MicroTec SE and the Group, including

provisions in accordance with Section 289a (1) of the German Commercial Code

(HGB) and Section 315a (1) HGB, and the report of the Supervisory Board for the

2017 fiscal year

The specified documents are available on our website at www.suss.com under Investor

Relations / Shareholder Meeting and are on display for shareholders on the Company’s

premises at the headquarters of SUSS MicroTec SE, Schleißheimer Straße 90, 85748

Garching. Copies can also be sent to shareholders upon request, immediately, and free

of charge. In addition, the documents will be available and discussed in more detail at the

Shareholders’ Meeting.

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The Supervisory Board has approved the annual financial statements and the

consolidated financial statements prepared by the Management Board. Thus, the annual

financial statements are adopted in accordance with Section 172 (1) of the German Stock

Corporation Law (AktG). Therefore, the Shareholders’ Meeting does not have to adopt a

resolution on agenda item 1.

2 Resolution on the Appropriation of Statement of Financial Position Profit

The Management Board and Supervisory Board propose that the statement of financial

position profit of EUR 2,712,332.88 in the 2017 fiscal year be carried forward to new

account.

3 Resolution on the discharge of liability for the members of the Management Board

The Management and Supervisory Boards propose the following resolution:

The Members of the Management Board in the 2017 fiscal year are granted

discharge of liability for this period.

4 Resolution on the discharge of liability for the members of the Supervisory Board

The Management and Supervisory Boards propose the following resolution:

The Members of the Supervisory Board in the 2017 fiscal year are granted

discharge of liability for this period.

5 Resolution on the appointment of the auditor and Group auditor

The Supervisory Board proposes the following resolution:

BDO AG Wirtschaftsprüfungsgesellschaft headquartered in Hamburg, with an

office in Munich, Germany, is appointed as the auditor and Group auditor for the

2018 fiscal year.

6 Resolution on the revocation of Approved Capital 2013, the creation of new

Approved Capital 2018 for cash or non-cash contributions with authorization for a

subscription rights exclusion and corresponding changes in the articles of

incorporation

The authorization approved by the Shareholders’ Meeting on June 19, 2013 of Point 6 of

the agenda to increase equity capital for cash or non-cash contributions up to a total of

EUR 2,500,000.00 (Approved Capital 2013 in accordance with Section 4 (4) of the

articles of incorporation) was not used. As a result, the Approved Capital 2013 currently

remains unchanged at EUR 2,500,000.00. The existing authorization expires on June 18,

2018. In order to ensure the Company flexibility in this regard again in the future, the

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following proposed resolution should revoke Approved Capital 2013 and create new

Approved Capital 2018.

Therefore, the Management Board and Supervisory Board propose the following

resolution:

a) The authorization approved by the Shareholders’ Meeting on June 19, 2013

regarding Point 6 of the agenda to increase equity capital for cash or non-cash

contributions up to a total of EUR 2,500,000.00 (Approved Capital 2013 in

accordance with Section 4 (4) of the articles of incorporation) is hereby, insofar it

has still not been used, revoked in view of the creation of new Approved Capital

2018 in accordance with the following paragraphs, effective upon the registration

of the new Approved Capital 2018.

b) The Management Board is authorized to increase the equity capital of the

Company until June 5, 2023 on one or more occasions up to a total of EUR

2,500,000.00 through the issuance of up to 2,500,000 new registered share

certificates for cash or non-cash contributions, subject to the approval of the

Supervisory Board.

In the process, the shareholders are granted subscription rights. The new shares

can also be taken over by one or more banks determined by the Management

Board with the obligation to offer these to shareholders (indirect subscription

rights). However, the Management Board is authorized to exclude the subscription

rights of shareholders with the approval of the Supervisory Board:

- in order to offset fractional amounts;

- if in case of an increase in capital stock for non-cash contributions the granting

of shares is for the purpose of acquiring companies, parts of companies, or

holdings in companies (including an increase in existing holdings) or for the

purpose of acquiring claims against the Company.

- if an increase in capital stock for cash contributions does not exceed 10% of

the equity capital and the issue price of the new shares is not significantly

lower than the stock market price (Section 186 [3][4] of the German Stock

Corporation Law [AktG]); when utilizing this authorization excluding

subscription rights in accordance with Section 186 (3)(4) AktG, the exclusion

of subscription rights based on other authorizations in accordance with

Section 186 (3)(4) AktG should be taken into account.

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The notional amount of equity capital accruing to the total shares issued for cash

or non-cash contributions in accordance with this authorization excluding

subscription rights of shareholders may not exceed 10% of equity capital at the

time this authorization takes effect. Deducted from this limit are shares that (i)

were issued or sold in direct or corresponding application of Section 186 (3)(4) of

the German Stock Corporation Act excluding subscription rights during the term of

this authorization and that (ii) are issued or can or must be issued to service

bonds with conversion or option rights or obligations, insofar as the bonds are

issued after this authorization takes effect in corresponding application of Section

186 (3)(4) of the German Stock Corporation Act excluding the subscription rights

of shareholders.

The Management Board is authorized, with the approval of the Supervisory

Board, to establish further details regarding the increase in capital stock and its

implementation. The Supervisory Board is authorized to adjust the wording of the

articles of incorporation accordingly following each utilization of approved capital

or expiration of the deadline for the utilization of approved capital.

c) Section 4 (4) of the articles of incorporation is as follows:

“(4) The Management Board is authorized to increase the equity capital of

the Company until June 5, 2023 on one or more occasions up to a total of

EUR 2,500,000.00 through the issuance of up to 2,500,000 new registered

share certificates for cash or non-cash contributions, subject to the approval of

the Supervisory Board (Approved Capital 2018). In the process, the

shareholders are granted subscription rights. The new shares can also be

taken over by one or more banks determined by the Management Board with

the obligation to offer these to shareholders (indirect subscription rights).

However, the Management Board is authorized to exclude the subscription

rights of shareholders with the approval of the Supervisory Board:

- in order to offset fractional amounts;

- if in case of an increase in capital stock for non-cash contributions the

granting of shares is for the purpose of acquiring companies, parts of

companies, or holdings in companies (including an increase in existing

holdings) or for the purpose of acquiring claims against the Company.

- if an increase in capital stock for cash contributions does not exceed 10%

of the equity capital and the issue price of the new shares is not

significantly lower than the stock market price (Section 186 [3][4] of the

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German Stock Corporation Law [AktG]); when utilizing this authorization

excluding subscription rights in accordance with Section 186 (3)(4) AktG,

the exclusion of subscription rights based on other authorizations in

accordance with Section 186 (3)(4) AktG should be taken into account.

The notional amount of equity capital accruing to the total shares issued for cash

or non-cash contributions in accordance with this authorization excluding

subscription rights of shareholders may not exceed 10% of equity capital at the

time this authorization takes effect. Deducted from this limit are shares that (i)

were issued or sold in direct or corresponding application of Section 186 (3)(4) of

the German Stock Corporation Act excluding subscription rights during the term of

this authorization and that (ii) are issued or can or must be issued to service

bonds with conversion or option rights or obligations, insofar as the bonds are

issued after this authorization takes effect in corresponding application of Section

186 (3)(4) of the German Stock Corporation Act excluding the subscription rights

of shareholders.

The Management Board is authorized, with the approval of the Supervisory Board,

to establish further details regarding the increase in capital stock and its

implementation. The Supervisory Board is authorized to adjust the wording of the

articles of incorporation accordingly following each utilization of approved capital or

expiration of the deadline for the utilization of approved capital.”

Report of the Management Board in Accordance with Sections 203 (2)(2), 186 (4)(2)

of the German Stock Corporation Law (AktG) on the Exclusion of Subscription

Rights in Agenda Item 6

The Management Board has prepared the following report on the reasons for the

authorization of the Management Board to exclude subscription rights in accordance with

Sections 186 (4)(2), 203 (2)(2) of the German Stock Corporation Law (AktG):

Management proposes to create new approved capital of EUR 2,500,000.00 and to

authorize Management in certain cases to exclude the subscription rights of

shareholders.

Scope and Limitations of the Authorization

The existing Approved Capital 2013 in Section 4 (4) of the articles of incorporation

expires on June 18, 2018. The purpose of the proposed authorization to create new

approved capital totaling up to EUR 2,500,000.00 is to provide the Management Board

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with a flexible tool to shape corporate policy and/or enter into strategic partnerships for

another five years.

Approved Capital 2013 most recently authorized an increase in equity capital by a total of

EUR 2,500,000.00 through the issuance of up to 2,500,000 registered individual shares,

which corresponds to approximately 13.08% of the Company’s equity capital. The

proposed Approved Capital 2018 amounting to EUR 2,500,000.00 continues to

correspond to only approximately 13.08% of the Company’s equity capital.

Subscription Rights Exclusion for Fractional Amounts

The proposed resolution provides, among other things, that shareholder subscription

rights for fractional amounts can be excluded with the approval of the Supervisory Board.

This opens up the possibility of establishing simple and practical subscription ratios for an

increase in capital stock if not all shares can be evenly distributed to existing

shareholders as a result of the subscription ratio or the amount of the increase in capital

stock. The fractional amounts are insignificant relative to the total amount of an increase

in capital stock. Therefore, the exclusion of subscription rights is to this extent necessary

and appropriate.

Exclusion of subscription rights for the purpose of acquiring companies, parts of

companies, or holdings in companies (including an increase in existing holdings) or for

the purpose of acquiring claims against the Company

This should ease corporate acquisitions as well as the entering into of strategic

partnerships. The Company operates in the rapidly developing market for equipment and

process solutions for micropatterning in the semiconductor industry and related markets.

This also involves acquiring other companies or parts of companies or obtaining equity

interests in other companies or entering into strategic partnerships with them. As part of

such acquisitions, sellers insist not infrequently on receiving shares as consideration

since this may be more attractive to them than a cash sale. The option of using shares as

currency for acquisitions gives the Company the necessary leeway to exploit acquisition

opportunities that present themselves quickly and flexibly. For this, it must be possible to

exclude the subscription rights of shareholders. Since such acquisitions must be

executed at short notice, they usually cannot be approved at the only once annual

Shareholders’ Meeting. Approved capital is needed that the Management Board – with

the approval of the Supervisory Board – can access quickly. The possibility of redeeming

claims against the Company in individual cases by being able to issue shares of the

Company also has the advantage of avoiding a burdening of liquidity. To be sure, an

exclusion of subscription rights leads to a reduction in the participation quota of

shareholders; however, the use of shares as acquisition currency and the contribution of

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Company receivables would not be possible while granting subscription rights. In the

course of any increase in capital stock excluding the subscription rights of shareholders,

the Management Board will check carefully whether it will utilize the approved capital as

well as the authorization of the exclusion of subscription rights, taking into account the

interests of the Company and the interests of shareholders in protecting their participation

quota. Only if the interests of shareholders are duly taken into account and the

Supervisory Board approves will the capital of the Company be increased in this manner.

Subscription Rights Exclusion for Cash Increases in Capital Stock Involving Placements

Close to the Stock Market Price

This authorization to exclude subscription rights in case of cash increases in capital stock

enables the Management Board, with the approval of the Supervisory Board, to exclude

the subscription rights of shareholders in accordance with Section 186 (3)(4) of the

German Stock Corporation Law (AktG). Therefore, the proposal lies within the scope of

legal provisions. The volume of the authorization corresponds to 10% of the Company’s

equity capital. This authorization enables a short-term share placement, taking advantage

of favorable market conditions, and usually leads to a significantly higher cash inflow than

in the case of a share placement with subscription rights, since in setting the placement

consideration any price change risk during the subscription period need not be taken into

account. With this form of increase in capital stock, the Management Board should be

enabled to strengthen the Company’s equity base as required for future business

development under optimal conditions. Since the issue price of the share is not

significantly lower than the respective stock market price, the interests of shareholders is

served by protecting the value of their holdings from dilution. The Management Board will

set the issue price as close to the current stock market price as is possible, taking into

account the respective situation in the capital markets and will endeavor to achieve a

placement of the new shares with minimum impact on the market. The exclusion of

subscription rights due to other authorizations in accordance with Section 186 (3)(4) of

the German Stock Corporation Law (AktG) must also be taken into account.

The notional amount of equity capital accruing to the total shares issued for cash or non-

cash contributions utilizing Approved Capital 2018 excluding subscription rights of

shareholders may not exceed 10% of equity capital at the time this authorization takes

effect. Deducted from this limit are shares that were issued or sold in direct or

corresponding application of Section 186 (3)(4) of the German Stock Corporation Act

excluding subscription rights during the term of this authorization as well as shares that

are issued or can or must be issued to service bonds with conversion or option rights or

obligations, insofar as the bonds are issued after this authorization takes effect in

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corresponding application of Section 186 (3)(4) of the German Stock Corporation Act

excluding the subscription rights of shareholders.

There are currently no plans for the utilization of Approved Capital 2018. In each case the

Management Board will check carefully whether it will utilize the authorization for an

increase in capital stock excluding the subscription rights of shareholders. It will do this

and the Supervisory Board will grant its approval only if, in the professional judgment of

the corporate bodies, it is in the best interests of the Company and the shareholders.

The Management Board will notify the next Shareholders’ Meeting about the utilization of

Approved Capital 2018.

7 Resolution on the New Authorization to Acquire and Use Treasury Shares in

Accordance with Section 71 (1)(8) of the German Stock Corporation Law (AktG)

with the Possible Exclusion of Subscription Rights and the Option to Redeem

Treasury Shares Subject to the Reduction of Equity Capital and the Revocation of

the Existing Authorization

No use has been made so far of the authorization of the Management Board regarding

Point 7 of the agenda, which was approved by the Shareholders’ Meeting on June 19,

2013, to acquire, with the approval of the Supervisory Board, treasury shares of the

Company up to a total of 10% of the equity capital existing at the time of the resolution in

the amount of EUR 19,115,538.00. The existing authorization expires on June 18, 2018.

In order to remain in a position to acquire treasury shares, the Company should be

reauthorized, subject to revocation of the existing authorization, to acquire and use

treasury shares for a period of five years.

Therefore, the Management Board and Supervisory Board propose the following

resolution:

a) The Company is authorized to acquire treasury shares. The authorization is limited

to the acquisition of treasury shares with a notional share of equity capital of up to

10%. At no time may more than 10% of the equity capital accrue to the

accordingly acquired shares together with treasury shares, which are already

owned by the Company or are attributable to it in accordance with Sections 71a et

seq. of the German Stock Corporation Law (AktG). The authorization can be

exercised by the Company or by third parties acting for the account of the

Company in whole or partial amounts, on one or more occasions. The

authorization applies until June 5, 2023. It can also be exercised by Group

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companies or third parties acting for the account of the Company or a Group

company.

b) The acquisition occurs via the stock exchange or by means of a public tender offer

directed to all shareholders.

aa) If the acquisition occurs via the stock exchange, the consideration per

share (excluding ancillary costs of purchase) paid by the Company may not

exceed or fall below the average closing price, as determined on the

Frankfurt Stock Exchange during the last three trading days before the

acquisition of the shares (XETRA trading or a comparable successor

system), for similar shares by more than 10%.

bb) If the acquisition occurs via a public tender offer directed to all

shareholders, the offered purchase price per share (excluding ancillary

costs of purchase) may not exceed or fall below the average closing price,

as determined on the Frankfurt Stock Exchange during the last three

trading days before the day of publication of the tender (XETRA trading or a

comparable successor system), for similar shares by more than 10%. The

public tender offer can stipulate additional conditions. The volume of the

offer can be restricted. If the total number of shares tendered by

shareholders for acquisition exceeds this volume, offers are accepted in

relation to the shares tendered for acquisition. The preferential acceptance

of smaller quantities of shares tendered for acquisition up to 50 shares per

shareholder as well as rounding according to commercial principles can be

provided to avoid notional fractional amounts of shares. Any further right of

shareholders to tender is hereby excluded.

c) The Management Board is authorized, with the approval of the Supervisory Board,

regarding shares of the Company that are acquired on the basis of this

authorization or were acquired on the basis of earlier authorizations, in addition to

sale by offer to all shareholders or sale via the stock exchange,

aa) to offer them as consideration to third parties as part of business

combinations, acquisition of companies, holdings of companies or parts of

companies, as well as the acquisition of Company receivables;

bb) to sell them third parties. The price at which shares of the Company are

issued to third parties may not significantly fall short of the stock market

price of the shares at the time of sale. When utilizing this authorization, the

exclusion of subscription rights due to other authorizations in accordance

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with Section 186 (3)(4) of the German Stock Corporation Law (AktG) must

also be taken into account;

cc) to redeem them without the redemption or its execution requiring an

additional resolution by the Shareholders’ Meeting. The redemption leads to

a reduction in capital. The shares may also be redeemed using a simplified

procedure without a capital reduction by adjusting the pro rata nominal

amount of the remaining shares relative to the Company’s equity capital.

The redemption can be restricted to a portion of the acquired shares.

The aforementioned authorizations regarding the use of the acquired treasury

shares can be exercised on one or more occasions, in whole or partial amounts,

or jointly. The subscription rights of shareholders to treasury shares acquired is

excluded to the extent that these shares are used in accordance with the

aforementioned authorizations under lit. aa) and bb). The Management Board will

inform the Shareholders’ Meeting respectively about the reasons and purpose of

acquiring treasury shares, the number of treasury shares, the amount of equity

capital that accrues to them and the consideration that was paid for the shares.

d) The Supervisory Board is authorized to adjust the version of the articles of

incorporation in accordance with the respective utilization of the authorization for

redemption.

e) Upon the taking effect of this new authorization, the authorization granted to the

Management Board by the Shareholders’ Meeting on June 19, 2013 under

agenda item 7 to acquire and use treasury shares in accordance with Section 71

(1)(8) of the German Stock Corporation Law (AktG) and to exclude the tender

rights for acquisition and the subscription rights for use is canceled.

Report of the Management Board in Accordance with Section 71 (1)(8)(5) in

Connection with Section 186 (4)(2) of the German Stock Corporation Law (AktG) on

the Exclusion of Subscription Rights in Agenda Item 7

Section 71 (1)(8) of the German Stock Corporation Law (AktG) offers German stock

corporations the option of acquiring treasury shares up to a total of 10% of their equity capital

based on an authorization by the Shareholders’ Meeting.

Agenda item 7 includes the proposal to grant such an authorization that is limited to a period

of five years. This would enable the Company to acquire treasury shares via the stock

exchange up to a total of 10% of the equity capital. Section 71 (1)(8) of the German Stock

Corporation Law (AktG) permits, in addition to the typical case of purchase and sale via the

stock exchange, other forms of acquisition and sale. It should be possible to utilize this

option.

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Aside from acquisition via the stock exchange, the Company should also obtain the option of

acquiring treasury shares via a public tender offer directed to all shareholders. In the

process, the principle of equal treatment in accordance with the German Stock Corporation

Law (AktG) should be observed. The offered purchase price per share (excluding ancillary

costs of purchase) may not exceed or fall below by more than 10% the average closing price

on the Frankfurt Stock Exchange during the three trading days before the day of publication

of the tender.

The resolution provides that the Management Board decide on the use of treasury shares

with the approval of the Supervisory Board. The authorization should enable the

Management Board to respond flexibly to respective business needs in the interests of the

Company while protecting the concerns of shareholders. As a result, the Management Board

can resell treasury shares via the stock exchange or through an offer to all shareholders.

Exclusion of subscription rights in order to offer treasury shares as consideration to third

parties as part of business combinations, acquisition of companies, holdings of companies or

parts of companies, as well as the acquisition of Company receivables

The Management Board should be enabled to offer the treasury shares outside the stock

exchange to third parties as consideration or acquisition currency for business combinations,

acquisition of companies, holdings of companies or parts of companies, or Company

receivables without recalling shares from approved capital, which would lead to a dilution of

the shareholders’ investment. International competition and the globalization of the economy

increasingly require this form of consideration. Therefore, the authorization proposed here

should give the Company the necessary flexibility to exploit such opportunities that present

themselves quickly and flexibly without burdening the Company’s liquidity. There are

currently no specific plans for utilizing this authorization. When determining valuation ratios,

the Management Board will ensure that the interests of shareholders are sufficiently

safeguarded. The measurement of the value of the shares offered as consideration is usually

based on the stock market price. However, a schematic link to the stock market price is not

intended, particularly so that fluctuations in the stock market price do not jeopardize the

results of negotiations.

Exclusion of subscription rights for sale to third parties in exchange for cash for placements

close to the stock market price

This authorization enables the Company to respond on a short-term basis to offers or to

participation inquiries by investors that serve the interests of the Company. In the interests of

expanding the Company’s shareholder base, in particular the option should be created to

offer shares of the Company to institutional domestic and foreign investors and/or to tap into

new groups of investors.

In the process, the asset and voting right interests of shareholders are sufficiently

safeguarded. When utilizing this authorization, the exclusion of subscription rights due to

other authorizations in accordance with Section 186 (3)(4) of the German Stock Corporation

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Law (AktG) must also be taken into account. The authorization volume is thereby reduced by

the pro rata amount of the equity capital accruing to shares or relating to option and/or

conversion rights or conversion obligations from bonds that have been issued or sold in

direct or corresponding application of Section 186 (3)(4) of the German Stock Corporation

Law (AktG) excluding the subscription rights of shareholders. The deductions ensure that

treasury shares acquired are not sold under subscription rights exclusion in accordance with

Section 186 (3)(4) of the German Stock Corporation Law (AktG) if this would result in

excluding the subscription rights of shareholders for a total of more than 10% of the equity

capital under direct or indirect application of Section 186 (3)(4) of the German Stock

Corporation Law (AktG).

In addition, the asset interests and the principle of dilution protection are served by ensuring

that the sale can occur only at a price that cannot be significantly lower than the stock market

price in corresponding application of Section 186 (3)(4) of the German Stock Corporation

Law (AktG). The final sales price for treasury shares is set shortly before the sale. In the

process, the Management Board – taking into account current market conditions – will

endeavor to minimize any potential discount to the stock market price.

The Company can redeem the treasury shares acquired based on this authorization proposal

without another resolution of the Shareholders’ Meeting. The reduction leads to a reduction

in equity capital. In accordance with Section 237 (3)(3) of the German Stock Corporation Law

(AktG), the Shareholders’ Meeting of the Company can resolve to redeem its fully paid-up

shares also without necessitating a reduction in the Company’s equity capital. The proposed

authorization explicitly provides for this alternative along with the redemption with a reduction

in capital. As a result of a redemption of treasury shares without a reduction in capital, the

pro rata nominal amount of the remaining shares relative to the Company’s equity capital

increases automatically.

The Management Board will inform the next Shareholders’ Meeting of the utilization of the

authorization.

Documents

Upon calling the Shareholders’ Meeting, all of the documents that legally must be made

available to the Shareholders’ Meeting were put on display for shareholders on the

Company’s premises at the headquarters of SUSS MicroTec SE, Schleißheimer Straße 90,

85748 Garching, Germany. In addition, copies of these may be sent to any shareholder upon

request, immediately, and free of charge. Furthermore, these documents are available online

at www.suss.com under Investor Relations / Shareholder Meeting, where information can

also be found regarding Section 124a of the German Stock Corporation Law (AktG). They

will also be available at the Shareholders’ Meeting.

Equity Capital and Voting Rights

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At the time the Shareholders’ Meeting is convened, the equity capital of the Company will be

divided into 19,115,538 no-par value registered shares, of which each share confers one

vote. Thus, the total number of voting rights is 19,115,538. The Company does not have any

treasury shares at the time the meeting is being convened.

Conditions for Participation and Exercise of Voting Rights

In accordance with Section 23 of the articles of incorporation, only those shareholders whose

names are entered into the register of shareholders and have registered on time are entitled

to attend the Shareholders’ Meeting and exercise their voting rights. The registration must

reach the following address at least six days prior to the Shareholders’ Meeting, at the latest

by midnight on May 30, 2018 (CEST):

SUSS MicroTec SE c/o Better Orange IR & HV AG Haidelweg 48 81241 Munich Email address: suss@better-orange.de Fax: +49 89 889690633

Registration must be in writing (Section 126b German Civil Code [BGB]) and can also be

submitted by fax or email. In order to simplify registration, the shareholders will be sent a

registration form upon request along with the announcements in accordance with Section

125 of the German Stock Corporation Law (AktG).

We would like to point out that, in accordance with Section 23 (1) (2) of the articles of

incorporation of SUSS MicroTec AG, cancellations and new registration in the register of

shareholders will not take place on the date of the Shareholders’ Meeting and on the last six

days prior to the Shareholders’ Meeting, that is from May 31, 2018, at 12:01 a.m. (CEST)

through June 06, 2018.

No hold on the sale of registered shares is associated with registration for the Shareholders’

Meeting. Therefore, shareholders will retain free access to their shares following successful

registration. However, a shareholder in relation to the Company is only someone who is

entered as such in the register of shareholders. For the purpose of determining participation

and the exercise of voting rights, the number of shares entered into the register of

shareholders on the day of the Shareholders’ Meeting shall be decisive. This will correspond

to the amount at the end of the last day of the registration period (May 30, 2018, midnight

CEST; technical record date) since no cancellations and new registration will take place in

the register of shareholders from May 31, 2018, at 12:01 a.m. (CEST) through June 06,

2018. Therefore, the purchasers of shares that are still not entered into the register of

shareholders as of the registration deadline are not entitled to exercise any participatory or

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voting rights from these shares. In these cases, participatory and voting rights remain with

the shareholder whose respective shares are still registered in the register of shareholders

until the registry is updated.

Admission tickets will be sent to shareholders who have registered properly. Admission

tickets are not required in order to participate in the Shareholders’ Meeting or to exercise

voting rights but are merely an organizational aid. Shareholders whose names are entered

into the register of shareholders and have registered properly prior to the Shareholders’

Meeting are entitled to attend and exercise their voting rights even without an admission

ticket.

Proxy Voting Rights

Shareholders can also have their voting right exercised at the Shareholders’ Meeting though

a proxy, e.g., a financial institution, a shareholders’ association, or another person of their

choice.

The granting, revocation, and proof of proxy authorization vis-à-vis the Company (Section

126b German Civil Code [BGB]) must be made in writing. We advise shareholders who

intend to authorize a financial institution, a shareholders’ association, or an equivalent

institution or person as specified in Section 135 of the German Stock Corporation Law (AktG)

to exercise voting rights that in these cases the institution or person may require a special

form of proxy authorization because such an authorization must be verifiable in accordance

with Section 135 AktG. Therefore, we request that in this case shareholders coordinate the

form of the proxy authorization with the proxy.

Proof of proxy authorization can also be sent to the Company by email to the following email

address: suss@better-orange.de. Shareholders will be sent a form for the issue of proxy

voting authorization together with the admission ticket and upon request. This form can be

downloaded at www.suss.com under Investor Relations / Shareholder Meeting.

We offer our shareholders the option of authorizing the specified voting representatives, who

are designated by the Company and bound by the instructions of the shareholders at this

Shareholders’ Meeting, already prior to the Shareholders’ Meeting. Details on this are found

in the documents that were sent to the shareholders in accordance with Section 125 of the

German Stock Corporation Law (AktG). Furthermore, shareholders can find additional

information on representation by the voting right proxies designated by the Company, and

forms for issuing proxy voting authorization and giving instructions to the Company-

designated voting right proxies at the Investor Relations / Shareholder Meeting section of the

website under www.suss.com. The voting rights representatives designated by the Company

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may not accept any instructions regarding motions either before or during the Shareholders’

Meeting.

Even if proxy authorization is granted, entry in the register of shareholders and timely

registration are required according to the provisions described above. If the shareholder

authorizes more than one person, the Company is entitled in accordance with Section 134

(3)(2) of the German Stock Corporation Law (AktG) to refuse one or more of them.

Requests for Additions to the Agenda Pursuant to Section 122 (2) of the German Stock Corporation Law (AktG)

In accordance with Section 122 (2) of the German Stock Corporation Law (AktG),

shareholders whose shares total one-twentieth of the equity capital or a pro rata amount of

EUR 500,000.00 may request that items be placed on the agenda and announced. This

quorum is required in accordance with Art. 56 (3) of the SE-VO in connection with Section 50

(2) SEAG for requests for additions by shareholders of a European company (SE). Each new

item must be accompanied by supporting information or a formal resolution proposal. Such a

request must reach the Management Board of SUSS MicroTec SE in writing at least 30 days

prior to the Shareholders’ Meeting (whereby the day of the Shareholders’ Meeting and the

day of arrival are not included), thus at the latest on May 6, 2018, at midnight (CEST), at the

following address.

SUSS MicroTec SE Management Board Schleißheimer Straße 90 85748 Garching

Fax: + 49 89 3007451

Additions to the agenda – to the extent that they have not already been announced upon the

meeting’s convention – are to be announced immediately upon receipt of the request in the

Federal Gazette. They will also be announced on the Company’s website at www.suss.com

under Investor Relations / Shareholder Meeting and conveyed to the shareholders.

Shareholder Motions and Nominations

In accordance with Section 126 (1) of the German Stock Corporation Law (AktG), every

shareholder of the Company is entitled to submit counter-motions against a proposal of the

Management Board and/or the Supervisory Board regarding a particular agenda item. In

accordance with the more detailed specifications of Section 126 (1) and (2) of the German

Stock Corporation Law (AktG), counter-motions (along with any supporting information) are

to be made available if they reach the Company at the address stated below at least 14 days

prior to the Shareholders’ Meeting, thus at the latest on May 22, 2018, at midnight (CEST).

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In addition, in accordance with the more detailed specifications of Section 127 of the German

Stock Corporation Law (AktG), every shareholder can make a nomination for the election of

the auditor. In addition to the reasons specified in Section 126 (2) of the German Stock

Corporation Law (AktG), the Management Board does not need to make a nomination

available if the nomination does not include the name, profession, and residence of the

candidate.

In accordance with the more detailed specifications of Sections 127, 126 (1) and (2) of the

German Stock Corporation Law (AktG), nominations are to be made available if they reach

the Company at the address stated below at least 14 days prior to the Shareholders’

Meeting, thus at the latest on May 22, 2018, at midnight (CEST).

Shareholder motions and nominations should be sent exclusively to the following address:

SUSS MicroTec SE Investor Relations Schleißheimer Straße 90 85748 Garching, Germany Fax: +49 89 32007-451 or to the following email address: ir@suss.com

Motions and nominations addressed otherwise will not be considered.

Subject to Section 126 (2) and (3) of the German Stock Corporation Law (AktG),

countermotions (along with any justification) and nominations by shareholders to be made

available are published, including the name of the shareholder and any possible relevant

opinion of the management, on the Company’s website at www.suss.com under Investor

Relations / Shareholder Meeting.

The right of each shareholder to submit motions and nominations regarding various agenda

items during the Shareholders’ Meeting even without prior notification of the Company is

unaffected.

Right to Information in Accordance with Section 131 (1) of the German Stock

Corporation Law (AktG)

Every shareholder may request information at the Shareholders’ Meeting from the

Management Board regarding the Company’s affairs provided that such information is

necessary for a reasonable assessment of any of the items on the agenda. The right to

information also extends to the legal and business relationships of the Company with

affiliates as well as to the situation of the Group and the companies included in the

consolidated financial statements. Under certain conditions elaborated upon in Section 131

(3) of the German Stock Corporation Law (AktG), the Management Board may refuse to

provide the information.

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More detailed information about rights in accordance with Art. 56 (2) and (3) SE-VO, Section

50 (2) SEAG, Sections 122 (2), 126 (1), 127, and 131 (1) of the German Stock Corporation

Law (AktG) is available to shareholders at www.suss.com under Investor Relations /

Shareholder Meeting.

Inquiries and Requests for Documents

In order to ease the preparations for the Shareholders’ Meeting and to ensure the quickest

possible reaction of the Company to inquiries concerning the Shareholders’ Meeting, we ask

that inquiries and requests for documents be addressed exclusively to

SUSS MicroTec SE Investor Relations Schleißheimer Straße 90 85748 Garching, Germany Fax: +49 89 32007-451 or to the following email address: ir@suss.com

Data protection legal information for affected parties, including shareholders and

shareholder representatives

As a responsible party within the meaning of Art. 4 (7) of the German General Data

Protection Regulation (DS-GVO), SUSS MicroTec SE processes personal data (surname

and first name, address, email address, number of shares, stock categories, type of

ownership of shares and number of the admission ticket; if necessary, surname, first name,

and address of the shareholder representative designated by the respective shareholder)

based on the data protection regulations applicable in Germany in order to enable

shareholders and shareholder representatives to exercise their rights during the

Shareholders’ Meeting. SUSS MicroTec SE is represented by the members of its

Management Board Dr. Franz Richter, Robert Leurs, and Walter Braun. You have the

following options to contact SUSS MicroTec SE:

SUSS MicroTec SE Investor Relations Schleißheimer Straße 90 85748 Garching, Germany Fax: +49 89 32007-451 or at the following email address: ir@suss.com

If the shareholders do not provide this personal data while registering for the Shareholders’

Meeting, their custodian bank transmits their personal data to SUSS MicroTec SE. The

processing of the personal data of shareholders and shareholder representatives is done

solely to record their participation in the Shareholders’ Meeting and insofar only to the extent

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absolutely necessary for this purpose. The legal basis for the processing is Art. 6 (1) lit. (c) of

the German General Data Protection Regulation (DS-GVO). SUSS MicroTec SE stores this

personal data for a period of ten years beginning at the end of the year in which the

Shareholders’ Meeting was held.

The service providers of SUSS MicroTec SE, who were commissioned for the purpose of

organizing the Shareholders’ Meeting, receive only such personal data from SUSS MicroTec

SE that is necessary to carry out the designated service and process the data exclusively

according to the instructions of SUSS MicroTec SE.

Regarding the transmission of personal data to third parties in connection with the

announcement of shareholder requests to add to the agenda as well as counter-motions and

nominations by shareholders, reference is made to the explanations in Section II. 4. a) and

c).

Regarding the processing of personal data, shareholders and shareholder representatives

may request from SUSS MicroTec SE information about their personal data in accordance

with Art. 15 of the German General Data Protection Regulation (DS-GVO), correction of their

personal data in accordance with Art. 16 DS-GVO, deletion of their personal data in

accordance with Art. 17 DS-GVO, restriction of the processing of their personal data in

accordance with Art. 18 DS-GVO, and the transmission of certain personal data to them or a

party designated by them (right to data portability) in accordance with Art. 20 DS-GVO.

Shareholders and shareholder representatives can claim these rights without payment from

SUSS MicroTec SE via one of the following contact options:

Dr. Sebastian Kraska Attorney, graduate in business (Dipl.-Kfm.) External data protection officer IITR GmbH Marienplatz 2 80331 Munich, Germany http://www.iitr.de Phone: +49 89 1891 7360

In addition, shareholders and shareholder representatives have a right in accordance with

Art. 77 of the German General Data Protection Regulation (DS-GVO) to file a complaint with

the data protection oversight authority either of the (German) state in which they maintain a

home or permanent residence, or of the state of Bavaria, in which SUSS MicroTec SE is

headquartered.

You may reach our Company data protection officer at:

Dr. Sebastian Kraska Attorney, business graduate (Dipl.-Kfm.) External data protection officer IITR GmbH Marienplatz 2 80331 Munich, Germany

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http://www.iitr.de Phone: +49 89 1891 7360

Garching, Germany, April 2018

SUSS MicroTec SE

The Management Board

Information on Proxy Voting by Voting Rights Representatives Appointed by SUSS MicroTec SE

At the ordinary Shareholders' Meeting of SUSS MicroTec SE on June 6, 2018, you have the

option of authorizing a voting rights representative appointed by the Company to exercise the

voting rights associated with your shares.

The Company has appointed Mr. Marcus Graf and Ms. Alexandra Hachenberg as voting

rights representatives. They are employees of Better Orange IR & HV AG. The designated

voting rights representatives are obligated to vote on the individual agenda items exclusively

in accordance with your explicit instructions. The voting rights representatives appointed by

the Company cannot be given any instructions or directions to speak, ask questions, submit

motions, or raise objections, etc.

You can authorize the voting rights representatives appointed by the Company already upon

registration for the Shareholders’ Meeting. The required form will be sent to you along with

the invitation to the Shareholders’ Meeting.

You can also authorize the voting rights representatives appointed by the Company at a later

time. In this case, register for the Shareholders’ Meeting and order an admission ticket for

each of your accounts. Send the admission ticket together with the completed and signed

Proxy Statement and Instruction Form that you receive together with the admission ticket in

writing to the following address:

SUSS MicroTec SE

c/o Better Orange IR & HV AG

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Haidelweg 48

81241 Munich, Germany

The Proxy Statement and Instruction Form must be received by the voting rights

representatives appointed by the Company no later than June 5, 2018 at 6:00 p.m. (CEST)

at this address in original, or by fax at the following number +49 89 8896906-33, or by email

at the following email address: suss@better-orange.de.

If you would like to change your instructions, we request that you make these amendments

with the help of the Change of Instruction Form downloadable from the Company's website at

www.suss.com under Investor Relations / Shareholders’ Meeting 2018. We request that you

make changes to your instructions exclusively on this form and that you issue instructions for

all of the agenda items (also for those items for which the instructions were not changed).

You may send the completed Change of Instruction Form by mail, fax, or email to the

addresses or fax numbers indicated there. Changed instructions must be received by the

voting rights representatives no later than June 5, 2018 at 6:00 p.m (CEST) at one of the

above-mentioned addresses in order to be taken into account.

After June 5, 2018, 6:00 p.m (CEST), an authorization of shareholder representatives

appointed by the Company is possible only at the reception desk at the Shareholders'

Meeting. The same applies to any changes to instructions.

If the Company receives legitimate counter-motions or nominations to individual agenda

items, they will be made accessible immediately at the Company's website at www.suss.com

under Investor Relations / Shareholders’ Meeting 2018. Please observe that you may not

issue any instructions to voting rights representatives regarding counter-motions and

nominations by shareholders.

Please be sure to order your admission ticket in time so that the registration and proof of

share ownership arrive by the deadline of May 30, 2018 at midnight (CEST). In addition,

please keep in mind that the mail delivery period for sending you the admission ticket and for

you to return it to the Company with the Proxy Statement and Instruction Form may take

several days. Therefore, we recommend that you order the admission tickets as soon as

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possible or authorize the voting rights representatives appointed by the Company already

upon registration for the Shareholders’ Meeting with instructions.

SUSS MicroTec SE

Garching, Germany