STMicroelectronics announces the finalization of its 2021 share repurchase programs and the launch of a new 3-year share repurchase plan amounting to $1,100 million in 2024

RP No. C3267C

STMicroelectronics announces the completion of its
2021 share repurchase programs and launch of a new 3-year share repurchase plan of $1,100 million in 2024

AMSTERDAM – June 21^st2024 — STMicroelectronics NV (the “Company” or “STMicroelectronics”), a global semiconductor leader serving customers across the full spectrum of electronics applications, announces: (A) the completion of share repurchase programs on 3 years in the amount of $1,040 million (the “Completed Repurchases”) initiated in 2021 and (B) the launch of a new share repurchase plan comprising two programs, totaling up to $1,100 million dollars to be executed over a period of 3 years (subject to shareholder and other approvals from time to time) (the “New Redemptions”).

The Completed Repurchases have been carried out, and the New Repurchases will be carried out, in accordance with the authorization of the Supervisory Board and the provisions of Market Abuse Regulation (EU) 596/2014 (the “Market Abuse Regulation”). ) and Commission Delegated Regulation (EU) 2016/1052.

Details of redemptions carried out

The Completed Buybacks were launched on July 1, 2021 and their duration was approximately 3 years.

The Company carried out the Completed Repurchases and held the repurchased shares as treasury shares for the purposes of (1) meeting the Company’s obligations under its employee share allocation plans and (2) meeting the obligations of the Company arising from financial debt instruments. which are exchangeable into equity instruments. The shares were or are held in treasury before being used for each of these purposes and, to the extent that they were not or are not ultimately necessary for this purpose, they may have been or may be used for any other lawful purpose under Article 5(2) of the Market Abuse Regulation.

As part of the repurchases carried out, the Company repurchased a total of 24,880,267 shares, at a weighted average purchase price of €38.67 per share, for a total of €962,050,015 equivalent to $1,040 million. .

The capital of the Company has 911,281,920 shares issued and as of June 17^thIn 2024, the Company holds 7,874,440 treasury shares, representing approximately 0.9 percent of its issued share capital.

The share purchases were made on the regulated market of Euronext Paris.

Details of new redemptions

Each of the new repurchases may be launched at any time after the publication of this press release and aims again, respectively, (1) to satisfy the obligations of the Company with regard to its employee share allocation plans, totaling up to $989. million; and (2) support the potential settlement of its outstanding convertible notes, for approximately $111 million, at the June 18 NYSE closing price.^th, 2024. Together, the two programs were therefore authorized for a total of up to $1,100 million. The Company intends to retain the repurchased shares as treasury shares.

The story continues

The shares upon repurchase will be counted as falling under one or the other repurchase program. Once purchased, the shares may be held in treasury before being used for any of these purposes and, to the extent that they are not ultimately needed for that purpose, they may be used for any other lawful purpose under Article 5 (2) of the Contract. Abuse Regulation (EU) 596/2014 including the subject of any other buyback program.

The Company will appoint one or more brokers to execute the New Repurchases in accordance with all applicable regulations. Dealers will make their decisions regarding the purchase of shares of the Company independently, including with respect to the timing of any purchase, and all purchases made will be consistent with daily price and volume limits.

Closing price of the Company’s stock on the New York Stock Exchange on June 18^th2024, was $43.08, and at that price the current maximum number of shares that could be acquired for $1,100 million would be approximately $25.5 million, representing approximately 2.8 percent of the issued share capital of the Company.

Purchases of shares will be made on one or more trading platforms, which may include the regulated market of Euronext Paris, Borsa Italiana SpA and the New York Stock Exchange.

The price paid for any shares purchased under the New Repurchases will be subject to:

– a minimum of €1.04 per share;

– a maximum of 110 percent of the average of the highest prices per ordinary share on each of the five trading days preceding the purchase date, on each of the regulated markets of Euronext Paris, Borsa Italiana SpA and New York Stock Exchange;

– to the highest maximum between (i) the price of the last independent transaction and (ii) the highest current independent purchase offer on the trading platform where the purchase is made; And

– all other applicable rules.

The actual timing, number and value of the Company’s shares repurchased in the new repurchases will depend on a number of factors, including market conditions, general business conditions and applicable legal requirements. The Company is not required to implement any of the share repurchase programs and, if initiated, any of the share repurchase programs may be suspended and discontinued at any time, for any reason and without notice, in accordance with applicable laws. and regulation.

The new buybacks implement the resolution of the shareholders of the Company following its annual general meeting held on May 22^sd2024 to repurchase shares in accordance with the authorization of the Supervisory Board. The continuation of new repurchases will be subject to future shareholder approval at the Company’s annual general meeting in 2025.

The Company will announce details of any share purchases made under the share repurchase plan, as required by applicable laws and regulations. The costs that the Company may incur in connection with the purchase of shares under the New Repurchases will depend on the price and the conditions under which the actual purchases are made.

This announcement contains inside information within the meaning of Article 7 of the Market Abuse Regulation (EU) 596/2014. The person submitting this information on behalf of STMicroelectronics NV is Lorenzo Grandi, CFO and President, Finance, Procurement, ERM and Resilience.

About STMicroelectronics

At ST, we are more than 50,000 semiconductor technology creators and manufacturers mastering the semiconductor supply chain with state-of-the-art manufacturing facilities. An integrated device manufacturer, we work with more than 200,000 customers and thousands of partners to design and create products, solutions and ecosystems that address their challenges and opportunities, and the need to support a more sustainable world. sustainable. Our technologies enable smarter mobility, more efficient power and energy management, and the large-scale deployment of autonomous, cloud-connected objects. We are committed to achieving our goal of becoming carbon neutral on scopes 1 and 2 and partially on scope 3 by 2027. Further information is available at www.st.com.

For more information, please contact:
INVESTOR RELATIONS:
Celine Berthier
Group Vice President, Investor Relations
Tel: +41.22.929.58.12
[email protected]

MEDIA RELATIONS:
Alexis Breton
External company communications
Tel: + 33 6 59 16 79 08
[email protected]

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