SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

ASM International N.V.

(Name of issuer)

Common stock

(Title of class of securities)

N07045102

(CUSIP number)

Steven P. Emerick

QUARLES & BRADY LLP

Renaissance One

Two N. Central Avenue

Phoenix, Arizona 85004

(602) 229-5200

(Name, address and telephone number of person authorized to receive notices and communications)

June 23, 2010

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. N07045102
1.	Names of reporting persons. Arthur H. del Prado, individually and as trustee for Stichting Administratiekantoor ASM International, a trust controlled by Arthur H. del Prado
2.	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)   x
3.	SEC use only
4.	Source of funds (see instructions)     OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)     ¨
6.	Citizenship or place of organization     Netherlands
Number of shares beneficially owned by each reporting person with:		7.	Sole voting power     11,417,878 Common Shares (1)(2)
		8.	Shared voting power     0
		9.	Sole dispositive power     11,417,878 Common Shares (1)(2)
		10.	Shared dispositive power     0
11.	Aggregate amount beneficially owned by each reporting person     11,417,878 Common Shares (1)(2)
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)   ¨
13.	Percent of class represented by amount in Row (11)(3)     22.1%
14.	Type of reporting person (see instructions)     IN

(1) Includes 3,039 Common Shares held by Stichting Administratiekantoor ASM International, a trust controlled by the Arthur H. del Prado (the “Reporting Person”).

(2) 2,800,000 Common Shares (the “Pledged Shares”) have been pledged as collateral to secure the performance by the Reporting Person of his obligations to a certain financial institution (“Financial Institution”) pursuant to certain put options. Under the terms of the pledges, the Reporting Person’s rights to vote and dispose of the Pledged Shares are subject to certain restrictions. By reason of these restrictions, the Reporting Person may be deemed to share voting and dispositive control over the Pledged Shares with Financial Institution.

(3) Based on an aggregate of 51,745,140 Common Shares outstanding as of December 31, 2009, as reported in the Issuer’s 2009 Annual Report on Form 20-F filed with the SEC on March 26, 2010.

Amendment No. 2 to Schedule 13D

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements where indicated the Statement on Schedule 13D originally filed on May 8, 2006 (the “Original Statement”) and first amended on November 25, 2008 (“Amendment No. 1”). The Original Statement, Amendment No. 1 and Amendment No. 2 are collectively referred to herein as “Schedule 13D.”

Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Original Statement. This Amendment No. 2 amends the Original Statement and Amendment No. 1 as specifically set forth herein. Except as set forth below, all previous Items in the Original Statement and Amendment No. 1 remain unchanged.

This Amendment is being filed to describe certain transactions involving a portion of the Reporting Person’s Common Shares, including (i) a Deed of Pledge of Shares dated May 28, 2010 (the “May Pledge Agreement”), by and between the Reporting Person and a certain financial institution (“Financial Institution”), under which the Reporting Person pledged an aggregate of 200,000 of his Common Shares to secure the performance of his obligations under a put option of the same date (the “May Put Option”) and (ii) a Pledge Agreement dated June 23, 2010 (the “June Pledge Agreement” and, along with the May Pledge Agreement, the “Pledge Agreements”), by and between the Reporting Person and Financial Institution, under which the Reporting Person pledged an aggregate of 2,600,000 of his Common Shares to secure the performance of his obligations under a put option of the same date (the “June Put Option” and, along with the May Put Option, the “Put Options”).

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) As of July 30, 2010, the Reporting Person beneficially owns 11,417,878 (22.1%) of the issued and outstanding Common Shares of the Issuer. This amount includes 3,039 Common Shares held by Stichting Administratiekantoor ASM International, a trust controlled by the Reporting Person and in respect of which the Reporting Person has both voting and dispositive control.

(b) The Reporting Person has the sole power to vote and dispose of the 11,417,878 Common Shares that he owns beneficially.

(c) Please refer to Item 6.

(d) No person is known to the Reporting Person to have any right to receive, or power to direct the receipt of, dividends from or the proceeds from the sale of any of the securities covered by this statement, except as described herein.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understanding with respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Put Options

May Put Option

Under the May Put Option, as evidenced by a confirmation of the same date (the “May Confirmation”), the Reporting Person purchased from Financial Institution an option to sell 200,000 Common Shares to Financial Institution. Financial Institution paid the Reporting Person an “Initial Exchange Amount” equal to 80% of the volume weighted average price per Common Share determined by Financial Institution during the “Initial Hedging Period” (such average price, the “Initial Reference Price” and the Initial Hedging Period being May 28, 2010) multiplied by the number of Common Shares subject to the May Put Option (200,000). The Reporting Person is obligated to make certain periodic payments to Financial Institution during the term of the May Put Option (as described in the May Confirmation) and to repay the Initial Exchange Amount to Financial Institution no later than three business days after May 28, 2011 (“May Valuation Date”). The May Put Option will be automatically exercised on the May Valuation Date and, as a result, an amount will be payable by Financial Institution to the Reporting Person equal to the positive difference (if any) between (i) 85% of the Initial Reference Price (the “Strike Price”) and (ii) the official price per share on the May Valuation Date (the “Settlement Price”) multiplied by the number of Common Shares subject to the May Put Option (200,000). This description of the terms of the May Put Option is qualified in its entirety by reference to the May Confirmation filed with this Schedule 13D.

June Put Option

Under the June Put Option, as evidenced by a confirmation of the same date (the “June Confirmation”), the Reporting Person purchased from Financial Institution an option to sell, in 10 equal tranches, an aggregate of 2,600,000 Common Shares to Financial Institution. Financial Institution paid the Reporting Person an “Initial Exchange Amount” equal to 75% of the volume weighted average price per Common Share determined by Financial Institution during the “Initial Hedging Period” (such average price, the “Initial Reference Price” and the Initial Hedging Period being a period of time staring on June 23, 2010 and ending when Financial Institution executed all of its related hedging positions) multiplied by the number of Common Shares subject to the June Put Option (2,600,000). The Initial Exchange Amount was paid by Financial Institution in installments over the duration of the Initial Hedging Period. The Reporting Person is obligated to make certain periodic payments to Financial Institution during the term of the June Put Option (as described in the June Confirmation) and to repay the Initial Exchange Amount to Financial Institution in 10 equal tranches, once every seven days over 10 weeks beginning on June 23, 2011 (each such date, a “June Valuation Date” and, collectively, the “June Valuation Dates”). Each tranche is payable no later than three business days after each June Valuation Date. The June Put Option will be automatically exercised in 10 equal tranches corresponding to the June Valuation Dates and, as a result, an amount will be payable by Financial Institution to the Reporting Person equal to the positive difference (if any) between (i) 80% of the Initial Reference Price (the “Strike Price”) and (ii) the official price per share on the Valuation Date (the “Settlement Price”) multiplied by the number of Common Shares subject to the relevant tranche (260,000). This description of the terms of the June Put Option is qualified in its entirety by reference to the June Confirmation filed with this Schedule 13D.

Pledge Agreements

Under the Pledge Agreements, the Reporting Person has pledged an aggregate of 2,800,000 Common Shares (the “Pledged Shares”) to secure the performance of his obligations to Financial Institution under the Put Options.

The Pledge Agreements provide that the Reporting Person is entitled to exercise all voting rights with respect to the Pledged Shares. However, the Reporting Person must exercise such voting rights “in a manner consistent with the interests” of Financial Institution and may not, without Financial Institution’s consent (which consent may not unreasonably be withheld), vote such shares in favor of any proposal “for the liquidation, merger, split-up, conversion or bankruptcy” of the Issuer. In the event of a default by the Reporting Person under the Put Options, the Reporting Person must vote the Pledged Shares in accordance with Financial Institution’s instructions.

The Pledge Agreements also provide that the Pledged Shares be held in a restricted account and may not be rehypothecated or disposed of by the Reporting Person other than in accordance with the Put Options. In the event of a default by the Reporting Person, Financial Institution may appropriate the Pledged Shares. The Pledge

Agreements provide for a release of 200,000 Pledged Shares upon the Reporting Person’s satisfaction of his obligations under the May Put Option. The remaining Pledged Shares will be released upon satisfaction by the Reporting Person of his obligations under the June Put Option.

Item 7. Materials to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

Exhibit	Description
99.1	Share Pledge Agreement, dated June 23, 2010, by and between Mr. Arthur del Prado and Financial Institution.
99.2	Deed of Pledge of Shares, dated May 28, 2010, by and between Mr. Arthur del Prado, Financial Institution, and ABN AMRO Bank N.V.
99.3	Confirmation of a Share Option Transaction, dated May 28, 2010 by and between Mr. Arthur del Prado and Financial Institution.
99.4	Confirmation of a Share Option Transaction, dated June 23, 2010 by and between Mr. Arthur del Prado and Financial Institution.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 7, 2010	By:	/S/    ARTHUR H. DEL PRADO
Date		Arthur H. del Prado, individually and as trustee of Stichting Administratiekantoor ASM International

EX-99.1

EXHIBIT 99.1

CLIFFORD CHANCE LLP

Execution version

23 June 2010

SHARE PLEDGE AGREEMENT

in respect of shares in

ASM International N.V.

MR. ARTHUR DEL PRADO

as Pledgor

FINANCIAL INSTITUTION

as Pledgee

Execution version

CONTENTS

Clause		Page
1.	Definitions	1
2.	Pledge	2
3.	perfection of the pledge	2
4.	Representations, Warranties and Undertakings	3
5.	Scope of the Pledge	4
6.	Rights Attaching to the Shares	4
7.	Enforcement	6
8.	Discharge of the Pledge	7
9.	Pledgee’s and Account Bank’s duties	7
10.	Expenses	7
11.	Notices	8
12.	Severability	8
13.	Waiver	8
14.	Transferability	8
15.	Law and Jurisdiction	8
Schedule 1 - Account Bank’s acknowledgment		9

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SHARE PLEDGE AGREEMENT

BETWEEN:

1. MR. ARTHUR DEL PRADO, residing at Lassuslaan 51, 3723 BC Bilthoven, The Netherlands (the “Pledgor”); and

2. FINANCIAL INSTITUTION, a US bank acting through its branch at 125 London Wall, London EC2Y 5AJ, United Kingdom (the “Pledgee”).

WHEREAS:

The Pledgor and the Pledgee have entered into Put Option Transactions (as defined below) under the ISDA 2002 Master Agreement. It is a requirement under the Put Option Transactions that the Pledgor pledges the Shares referred to below to the Pledgee.

IT HAS BEEN AGREED AS FOLLOWS:

1. DEFINITIONS

Terms defined in the Put Option Transactions shall have the same meaning in this Agreement. In addition, the following terms shall have the following meaning for the purposes of this Agreement, unless the context otherwise requires:

“Account Bank” means a certain Second Financial Institution acting through its Brussels branch at 1 Boulevard du Roi Albert II, 1210 Brussels, Belgium.

“Company” means ASM International N.V., a public company with limited liability (naamloze vennootschap) incorporated under Dutch law, having its registered office at Versterkerstraat 8, 1322AP Almere, The Netherlands, and registered with the Dutch Commercial Register (Handelsregister) under number 30037466.

“Enforcement Event” means any default in the proper performance of the Principal Obligations (as defined below) or any part thereof, provided that an Early Termination Date under the Put Option Transaction has been designated or occurred as a result of an Event of Default or Termination Event.

“Collateral Account” means the securities account with number XXXXX held at the Account Bank in the name of the Pledgor (or such other account as agreed by the Pledgee from time to time).

“Cash Account” means the cash account with number XXXXX held at the Account Bank in the name of the Pledgor (or such other account as agreed by the Pledgee from time to time).

“Pledged Assets” means the Shares, the cash balances and monies referred to in clause 2.2 and the other assets defined as such under Clause 6.1.

“June Put Option Transaction” means the Confirmation of a Share Put Option Transaction dated the date hereof and made between Financial Institution and Mr. Arthur del Prado.

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“May Put Option Transaction” means the Confirmation of a Share Put Option Transaction dated 28 May 2010 and made between Financial Institution and Mr. Arthur del Prado.

“Put Option Transactions” means June Put Option Transaction and the May Put Option Transaction.

“Royal Decree No. 62” means the co-ordinated Royal Decree No. 62 of 10 November 1967 on the deposit of fungible financial instruments and the settlement of transactions in respect of these instruments, as amended from time to time.

“Routine Agenda Items” means:

(a) the approval of the annual accounts (including the declaration of dividends, unless an Enforcement Event has occurred and is continuing, in which case the declaration of dividends shall cease to be a Routine Agenda Item);

(b) the discussion of the management report and the auditor’s report; and

(c) the discharge to the directors and auditors, and their renewal, appointment or removal.

“Secured Liabilities” means any and all obligations, present or future, actual or contingent, owed by the Pledgor to the Pledgee under the Put Option Transactions, as amended or extended from time to time (including, without limitation, any obligation of the Pledgor to pay an Early Termination Amount under the Put Option Transactions) (the “Principal Obligations”), and the Pledgor’s obligations under Clauses 9 and 10.

“Shares” means any securities from time to time credited to the Collateral Account.

2. PLEDGE

2.1 The Pledgor hereby pledges the Shares to the Pledgee, as security for the due performance of the Secured Liabilities.

2.2 The Pledgor also pledges to the Pledgee, as security for the due performance of the Secured Liabilities, the balance from time to time, and as the case may be the final closing balance, of the Cash Account, and all monies from time to time credited to that Cash Account whether such monies proceed from the sale of Shares, the collection of dividends on the Shares or otherwise.

2.3 The Pledgor shall not, without the Pledgee’s prior written consent, withdraw the Shares from the Collateral Account.

2.4 The Pledgor shall not, without the Pledgee’s prior written consent, withdraw any sums from the Cash Account save in accordance with paragraph (b) of Clause 6.1.

3. PERFECTION OF THE PLEDGE

3.1 The parties acknowledge that the Shares shall be subject to the fungibility regime organised by the Royal Decree No. 62.

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3.2 On the basis of the Put Option Transactions, the Pledgor will deliver to the Pledgee ordinary shares he owns in the Company (ISIN NL0000334118) to be pledged to the Pledgee, and for this purpose the Pledgor shall transfer such shares to the Collateral Account.

3.3 The parties shall, and shall procure that the Account Bank shall, treat the Collateral Account as a special account specifically opened for the purpose of holding collateral, and each of the parties undertakes that it will not, and shall procure that the Account Bank will not, use the Collateral Account for any other purposes.

3.4 The Pledgor shall obtain the Account Bank’s acknowledgement of the pledge created hereby and consent to hold the Shares in pledge for the benefit of the Pledgee in accordance with the provisions of Clause 3.3, in the form of Schedule 1.

4. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

4.1 The Pledgor represents, warrants and undertakes to the Pledgee that:

(a) The Pledgor owns the Shares free and clear of any encumbrances.

(b) There are no limitations, whether pursuant to the statutes of the Company or to any agreement, to the transferability of the Shares or to the exercise of the voting rights attached thereto.

(c) This Agreement does not violate any contractual or other obligation binding upon the Pledgor.

(d) The Shares relate to shares (aandelen) of the Company which have been validly issued and fully paid.

(e) On the date hereof, the Pledgor is not in possession of any material non-public information or other insider information concerning the business, operations, key personnel or prospects of the Company or plans for any transaction or matter (including, without limitation, a takeover offer for the Company) in respect of the securities of the Company.

(f) The Shares are listed (in notering opgenomen) on Euronext Amsterdam N.V. by NYSE Euronext.

(g) The Pledgor and his spouse do not have their habitual residence in Belgium, they have not chosen Belgian law to govern their matrimonial regime and their first common residence after their wedding was not in Belgium.

4.2 The Pledgor undertakes as follows:

(a) The Pledgor shall not dispose of the Shares or any other Pledged Assets, shall not create any other pledge, charge or encumbrance in respect of the Shares or any other Pledged Assets (irrespective of whether ranking behind the pledge created hereby), and shall not permit the existence of any such pledge, charge or encumbrance, save as permitted under the Put Option Transaction.

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(b) The Pledgor shall procure that no executory seizure (saisie execution / uitvoerend beslag) is made on the Shares, and that any conservatory seizure (saisie conservatoire / bewarend beslag) thereon is lifted within 30 days of its first being made.

(c) The Pledgor shall cooperate with the Pledgee and sign or cause to be signed all such further documents and take all such further action as the Pledgee may from time to time reasonably request to perfect and protect the pledge of the Pledged Assets and to carry out the provisions and purposes of this Agreement.

5. SCOPE OF THE PLEDGE

5.1 This pledge shall be a continuing security, shall remain in force until expressly released in accordance with Clauses 8.1 or 8.2 and shall in particular not be discharged by reason of the circumstance that there is at any time no Secured Liability currently owing from the Pledgor to the Pledgee.

5.2 This pledge shall not be discharged by the entry of any Secured Liabilities into any current account, in which case this pledge shall secure any provisional or final balance of such current account up to the amount in which the Secured Liabilities were entered therein.

5.3 The Pledgee may at any time without discharging or in any way affecting this pledge (a) grant the Pledgor any time or indulgence, (b) concur in any moratorium of the Secured Liabilities, (c) amend the terms and conditions of the Secured Liabilities, (d) abstain from taking or perfecting any other security and discharge any other security, (e) abstain from exercising any right or recourse or from proving or claiming any debt and waive any right or recourse, and (f) apply any payment received from the Pledgor or for its account towards obligations of the Pledgor other than the Secured Liabilities secured hereby.

6. RIGHTS ATTACHING TO THE SHARES

6.1 Cash and non-cash returns on the Shares

(a) Any cash return on the Shares, irrespective of whether in the form of dividends, repayment of capital, scripts or otherwise, shall be paid exclusively to the Cash Account. Except as provided for in clause 6.1(b) below or unless agreed otherwise by the Pledgee, the Pledgee shall then apply such cash returns towards the Secured Liabilities. In the absence of Secured Liabilities currently due and payable, the Pledgee may, at its option, either refund the amount of such cash return to the Pledgor, or hold such amount as part of the Pledged Assets and hold it in pledge as collateral for the Secured Liabilities, provided in the latter case that the Pledgee shall credit the Pledgor with interest on such amount at the rate usually paid by the Pledgee on similar customer, any such interest becoming part of the Pledged Assets and being in turn subject to this Clause 6.1 as if it were a return on the Shares.

(b) The Pledgee hereby authorises the Pledgor to withdraw cash amounts standing to the credit of the Cash Account and representing cash Dividends provided the below conditions are met:

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(i) at the time of the withdrawal, no Enforcement Event has occurred,

(ii) any instruction to debit any such cash amount from the Cash Account can only be given, and any such cash debit may only be made, if a cash Dividend has actually been declared and paid by the Company and credited to the Collateral Account (“Eligible Dividend Amount”), and

(iii) such withdrawal or debit shall not exceed the Maximum Permitted Dividend Amount. “Maximum Permitted Dividend Amount” means in respect of a declared cash Dividend an amount equal to 7% of the closing price of a Share on the Exchange on the Business Day immediately preceding the related Ex-Dividend Date multiplied by the number of Shares held by the Pledgor at the time that the relevant cash Dividend was declared. The Pledgor and the Account Bank shall ensure that all Dividends from time to time to be paid or made by or on behalf of the Company in respect of any of the Shares shall directly be paid or credited to the Collateral Account. The Pledgor shall notify the Pledgee and the Account Bank of his intention to withdraw a cash amount standing to the credit of the Collateral Account representing cash Dividends at least two Business Days prior to the intended withdrawal date which notice shall contain (i) the proposed amount to be withdrawn and details of the components of the relevant Maximum Permitted Dividend Amount (it being understood that information in relation to the relevant closing price of the Shares shall be provided by the Pledgee to the Pledgor in accordance with the provisions of the Put Option Transaction) and (ii) a confirmation by the Pledgor that such withdrawal complies with the provisions of this Clause 6.1. b).

(c) Any return on the Shares other than a cash return, irrespective of whether in the form of dividend shares, bonus shares, shares allocated on the occasion of a partial division or otherwise, shall be delivered exclusively to the Collateral Account and shall be part of the Pledged Assets.

(d) In the event that any return on the Shares which, pursuant to paragraph (a), is payable or deliverable to the Pledgee shall entitle the Pledgor to a tax credit on account of withholding taxes, the Pledgor shall, forthwith upon the declaration of such return, pay to the Pledgee an amount equivalent to such tax credit and such amount shall be deemed a cash return on the Shares for the purposes of this Clause 6.1.

6.2 Voting rights

(a) Subject to paragraph (b) below, the Pledgor shall be entitled to exercise all voting rights on the Shares. The Pledgor shall exercise its voting rights in respect of the Shares in a manner consistent with the interests of the Pledgee. In particular, and unless agreed otherwise by the Pledgee, the Pledgor shall

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cast his votes against any proposal for the liquidation, merger, split-up, conversion or bankruptcy of the Company, this being understood that the Pledgee will not unreasonably withhold its agreement for proposals for the merger, split-up or conversion of the Company.

(b) If an Enforcement Event has occurred and is continuing, however, the Pledgor shall cast the votes attaching to the Shares in accordance with the Pledgee’s instructions, which instructions the Pledgor shall promptly request.

(c) If an Enforcement Event has occurred and is continuing the Pledgor shall forthwith give the Pledgee a copy of any convening notice or agenda of general shareholders meetings of the Company, and shall give the Pledgee notice of any proposed written shareholders resolution at least fifteen days before its adoption. The Pledgor shall not, unless with the Pledgee’s prior consent, waive the right (whether statutory or in accordance with the Company’s statutes) to any notice period in respect of the convening of general shareholders meetings of the Company. This Clause 6.2(c) shall not apply, however, to shareholders meetings or written resolutions dealing exclusively with Routine Agenda Items.

6.3 Subscription rights

The shares resulting from the exercise of any subscription rights to which the Shares may be entitled shall be held in pledge by the Pledgee as collateral for the Secured Liabilities, shall be part of the Shares for the purposes of this Agreement, and shall be credited to the Collateral Account.

6.4 Contribution calls

The Pledgor shall forthwith pay up any contribution duly called in respect of the Shares.

7. ENFORCEMENT

7.1 The Pledgee shall be entitled to enforce the security created by this Agreement in accordance with the procedure set out in article 7, §2 of the Royal Decree No. 62 (ie pursuant to the rules of Belgian law and without the need of a prior authorization from the Belgian courts). Such enforcement may take place at any time upon or after the occurrence of an Enforcement Event, howsoever described, in connection with the Secured Liabilities and as long as such event of default shall be continuing.

7.2 Without prejudice to Clause 7.1, the Pledgee shall also be entitled (but shall have no obligation), upon the occurrence of an Enforcement Event and at any time as long as such event shall be continuing, to forfeit and appropriate all or part of the Pledged Assets and to apply the value thereof against the Secured Liabilities. For the purposes of this application, the value of the Shares shall be the market opening price of the Shares on the day of appropriation.

The valuation of the Pledged Assets referred to under clause 6.1 c), if any, shall be made in accordance with the above rules applied mutatis mutandis.

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7.3 The exercise by the Pledgee of the rights set out in this Clause 7 shall not be subject to prior notice nor authorisation from the courts.

8. DISCHARGE OF THE PLEDGE

8.1 This pledge shall be discharged by, and only by, the express release thereof granted by the Pledgee.

8.2 The Pledgee shall grant an express release of this pledge, without delay upon demand of the Pledgor, as soon as all Secured Liabilities shall have been finally discharged. Forthwith upon such release being granted, the Pledgee shall notify the Account Bank of the release of this pledge and authorise the Account Bank to transfer the Shares and the other Pledged Assets, if any, as the Pledgor may instruct.

8.3 The Pledgee shall, without delay upon demand of the Pledgor, grant an express release of the pledge over 200,000 Shares as soon as all obligations of the Pledgor under the May Put Option Transaction have been finally discharged. Forthwith upon such release being granted, the Pledgee shall notify the Account Bank of the release of this pledge and authorise the Account Bank to transfer the Shares the release of which has been authorised, as the Pledgor may instruct.

8.4 Any release of this pledge shall be null and void and without effect if any payment received by the Pledgee and applied towards satisfaction of all or part of the Secured Liabilities (a) is avoided or declared invalid as against the creditors of the maker of such payment, or (b) becomes repayable by the Pledgee to a third party, or (c) proves not to have been effectively received by the Pledgee.

9. PLEDGEE’S AND ACCOUNT BANK’S DUTIES

9.1 The Pledgee shall not be liable for any acts or omissions with respect to the Pledged Assets or the enforcement of this pledge, except in case of its gross negligence or wilful misconduct. The Pledgee shall be under no obligation to take any steps necessary to preserve any rights in the Pledged Assets against any third parties but may do so at its option, and all expenses incurred in connection therewith shall be for the account of the Pledgor. If any such expenses are borne by the Pledgee, the Pledgor shall on first demand reimburse the Pledgee therefor, and this reimbursement obligation shall be part of the Secured Liabilities.

9.2 The Account Bank may rely on any notice from the Pledgee to the effect that an Enforcement Event has occurred and is continuing, shall have no obligation whatsoever to enquire about or verify the same, and shall not be bound to have regard to any disagreement in this respect between the Pledgor and the Pledgee.

10. EXPENSES

All expenses and duties in connection with this Agreement, in particular with regard to the establishment and perfection of this pledge, its enforcement and the granting of any release, shall be borne by the Pledgor. If any such expenses or duties are borne by the Pledgee, the Pledgor shall on first demand reimburse the Pledgee therefor, and this reimbursement obligation shall be part of the Secured Liabilities.

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11. NOTICES

Any notice in connection herewith shall be made in accordance with Clause 6 of the Put Option Transaction.

12. SEVERABILITY

The invalidity or unenforceability of any provisions hereof shall not affect the validity or enforceability of this Agreement or of any other provision hereof.

13. WAIVER

No failure on the part of the Pledgee to exercise, or delay on its part in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise by the Pledgee of any right preclude any further or other exercise of such right or the exercise by the Pledgee of any other right.

14. TRANSFERABILITY

The benefit of this pledge and of this Agreement shall pass automatically to any transferee of all or part of the Secured liabilities, irrespective of whether such, transfer shall take place by way of assignment, novation by substitution of creditor or otherwise, in accordance with the Put option Transaction, unless expressly provided otherwise by the transferor of the Secured Liabilities at the time of such transfer. Such transferee shall henceforth, be regarded as the Pledgee, or a co-Pledgee, for all purposes of this Agreement

15. LAW AND JURISDICTION

This Agreement shall be governed by Belgian law. The parties agree that any dispute in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Brussels, without prejudice however to the rights of the Pledgee to take legal action before any other court of competent jurisdiction.

This Agreement was executed outside Belgium.

Made in two originals on 23 June 2010.

MR. ARTHUR DEL PRADO
/s/ Arthur del Prado
FINANCIAL INSTITUTION
/s/ Maarten Petermann
name: Maarten Petermann	name:
title: Managing Director	title:

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Execution version

SCHEDULE 1 – ACCOUNT BANK’S ACKNOWLEDGMENT

[on the letterhead of the Account Bank]

[date]

Financial Institution

125 London Wall,

London EC2Y 5AJ,

United Kingdom

Gentlemen,

Pledge over ASM International shares - Cash Account No. XXXXX and Collateral Account No. XXXXX

We acknowledge receipt of a pledge agreement dated 23 June 2010 between Mr. Arthur del Prado as Pledgor and yourselves as Pledgee (the “Pledge Agreement”). Terms defined in the Pledge Agreement shall have the same meaning in this letter.

We hereby confirm that the above mentioned accounts are opened at our Bank in Brussels in the name of Mr. Arthur del Prado. We agree to treat the Collateral Account as a special account specifically opened for the purpose of holding collateral, and we undertake that we will not knowingly use such account for any other purposes. We agree that the securities credited to that account are and shall be subject to the fungibility regime organised by the Royal Decree No. 62. We represent that we are a duly licensed credit institution authorised pursuant to our regulatory status to maintain securities accounts.

We acknowledge that the Shares are to be held by us subject to the pledge in your favour constituted by the Pledge Agreement, and agree to hold the Shares in pledge for your benefit in accordance with the provisions of Clauses 2 and 3 of the Pledge Agreement.

Yours faithfully,

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EX-99.2

EXHIBIT 99.2

CLIFFORD CHANCE LLP   ADVOCATEN SOLICITORS NOTARIS BELASTINGADVISEURS

MR. ARTHUR DEL PRADO

as Pledgor

and

FINANCIAL INSTITUTION

as Pledgee

and

ABN AMRO BANK N.V.

as the Account Bank

DEED OF PLEDGE

OF SHARES

CONTENTS

		Page
Clause
1.	Definitions And Interpretation	1
2.	Undertaking To Pledge	3
3.	Pledge	3
4.	Representations, Warranties And Covenants	4
5.	Enforcement	6
6.	Miscellaneous Provisions	6
7.	Transfer	7
8.	Termination	8
9.	Governing Law And Jurisdiction	8
10.	The Account Bank	8

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DEED OF PLEDGE OF SHARES

This deed of pledge is made on 28 May 2010 by and between:

1. Mr. Arthur Del Prado, residing at Jan van Eycklaan 10, 3723 BC Bilthoven, The Netherlands as pledgor (the “Pledgor”);

2. Financial Institution, organised under the laws of the United States as a National Banking Association having its main office at 1111 Polaris Parkway, Columbus, Ohio 43271, United States of America and registered as a branch in England & Wales branch No. BR000746, having its registered branch office at 125 London Wall, London EC2Y 5AJ, United Kingdom, as pledgee (the “Pledgee”); and

3. ABN AMRO Bank N.V., a public company with limited liability (naamloze vennootschap) incorporated under Dutch law, having its seat (statutaire zetel) in Amsterdam, The Netherlands, and its registered office at Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands, and registered with the Dutch Commercial Register (Handelsregister) under number 34334259 (the “Account Bank”).

HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

1.1.1 Unless a contrary indication appears, capitalised terms not defined in this Deed (as defined below) shall have the same meaning given to such terms in the Put Option Transaction (as defined below).

1.1.2 In addition the following terms shall have the following meaning:

“Articles of Association” means the articles of association (statuten) of the Company as they currently stand and/or, as the case may be, as they may be amended from time to time.

“Company” means ASM International N.V., a public company with limited liability (naamloze vennootschap) incorporated under Dutch law, having its seat (statutaire zetel) in Almere, The Netherlands, and its registered office at Versterkerstraat 8, 1322AP Almere, The Netherlands, and registered with the Dutch Commercial Register (Handelsregister) under number 30037466.

“Deed” means this deed of pledge.

“Dividends” means cash dividends, distribution of reserves, repayments of capital and all other distributions and payments in any form which at any time during the existence of the right of pledge created hereby, become payable in respect of any one of the Shares.

“Enforcement Event” means any default (verzuim) in the proper performance of the Principal Obligations or any part thereof, provided that an Early Termination Date under the Put Option Transaction has been designated or occurred as a result of an Event of Default or Termination Event.

“Euronext” means Euronext Amsterdam by NYSE Euronext or any successor thereof.

“Pledged Account” means the securities and cash account with number XXXXX maintained by the Pledgor with the Account Bank (or such other account as agreed by the Pledgee from time to time).

“Principal Obligations” means all present and future obligations owed by the Pledgor to the Pledgee under or in connection with the Put Option Transaction (including, without limitation, any obligation of the Pledgor to pay an Early Termination Amount under the Put Option Transaction).

“Put Option Transaction” means the Confirmation of a Share Put Option Transaction dated the date hereof and made between Financial Institution and Mr. Arthur del Prado.

“Related Rights” means the Dividends, all present and future rights of the Pledgor to acquire shares in the capital of the Company arising out of or in connection with the Shares and all other present and future rights (including, without limitation, rights to request delivery or redelivery (uitlevering) of shares of the Company pursuant to the Dutch Securities Giro Act (Wet giraal effectenverkeer) arising out of or in connection with (i) the Shares, other than the Voting Rights and (ii) the Pledged Account.

“Security Assets” means the Shares and the Related Rights.

“Shares” means all co-ownership rights of the Pledgor in or through collective deposits within the meaning of the Dutch Securities Giro Act, in relation to ordinary shares ASM International N.V. (ISIN NL0000334118) from time to time credited to, and administered in, the Pledged Account.

“Voting Rights” means the voting rights in respect of any of the Shares.

1.2 Interpretation

Subject to any contrary indication, any reference in this Deed to a “Clause”, “Subclause” or “paragraph” shall be interpreted as a reference to a clause, sub-clause or paragraph hereof.

1.2.1 Continuing Security

Any references made in this Deed, the Put Option Transaction or to any agreement or document (under whatever name), shall, where applicable, be deemed to be references to the Put Option Transaction or such other agreement or document as the same may have been, or may at any time be, extended, prolonged, amended, restated, supplemented, renewed or novated, as persons may accede thereto as a party or

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withdraw therefrom as a party in part or in whole or be released thereunder in part or in whole, and as any options, advances or financial services are or may at any time be granted, extended, prolonged, increased, reduced, cancelled, withdrawn, amended, restated, supplemented, renewed or novated thereunder.

2. UNDERTAKING TO PLEDGE

2.1 Undertaking to pledge

The Pledgor has agreed, or, as the case may be, hereby agrees with the Pledgee that the Pledgor shall grant to the Pledgee a right of pledge over the Security Assets as security for the payment of the Principal Obligations.

3. PLEDGE

3.1 Pledge of Security Assets

To secure the payment of the Principal Obligations the Pledgor hereby grants to the Pledgee a first ranking right of pledge (eerste recht van pond) over the Security Assets, which right of pledge is hereby accepted by the Pledgee.

3.2 Registration

The Pledgee is entitled to present this Deed and any other document pursuant hereto for registration to any office, registrar or governmental body in any jurisdiction the Pledgee deems necessary or useful to protect its interests.

3.3 Related Rights

3.3.1 Only the Pledgee is entitled to receive and exercise the Related Rights pledged pursuant hereto and the Pledgor shall not be entitled to collect, transfer or otherwise dispose of the Related Rights expect with the prior written consent of the Pledgee or as provided for in Clause 3.3.2.

3.3.2 The Pledgee hereby authorises the Pledgor (as envisaged by Article 3:246 paragraph 4 of the Dutch Civil Code) to withdraw cash amounts standing to the credit of the Pledged Account representing cash Dividends provided that (i) any instruction to debit any such cash amount from the Pledged Account can only be given, and any such cash debit may only be made, if a cash Dividend has actually been declared and paid by the Company and credited to the Pledged Account (“Eligible Dividend Amount”) and (ii) such withdrawal or debit shall not exceed the Maximum Permitted Dividend Amount. “Maximum Permitted Dividend Amount” means in respect of a declared cash Dividend an amount equal to 7% of the closing price of a Share on the Exchange on the Business Day immediately preceding the related Ex-Dividend Date multiplied by the number of Shares held by the Pledgor at the time that the relevant cash Dividend was declared. The Pledgor and the Account Bank shall ensure that all Dividends from time to time to be paid or made by or on behalf of the Company in respect of any of the Shares shall directly be paid or

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credited to the Pledged Account. The Pledgor shall notify the Pledgee and the Account Bank of his intention to withdraw a cash amount standing to the credit of the Pledged Account representing cash Dividends at least two Business Days prior to the intended withdrawal date which notice shall contain (i) the proposed amount to be withdrawn and details of the components of the relevant Maximum Permitted Dividend Amount (it being understood that information in relation to the relevant closing price of the Shares shall be provided by the Pledgee to the Pledgor in accordance with the provisions of the Put Option Transaction) and (ii) a confirmation by the Pledgor that such withdrawal complies with the provisions of this Clause 3.3.2.

3.4 Designated Account

Upon the occurrence of an Enforcement Event, the Pledgee is authorised to notify the Account Bank that payment must henceforth be made in a designated bank account (the “Designated Account”) at the Pledgor’s expense. Alternatively, the Pledgee may require the Pledgor to notify the Account Bank that payment is to be made directly into such Designated Account.

3.5 Voting Rights

The Voting Rights attached to the Shares are not transferred to the Pledgee pursuant to this Deed.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1 Representations and warranties

4.1.1 The Pledgor hereby represents and warrants to the Pledgee that the following is true and correct on the date hereof and on each date on which Security Assets are acquired by the Pledgor:

(a) the Pledgor is entitled to pledge the Security Assets as envisaged hereby and no contractual restrictions exist which would prevent the Security Assets from being validly pledged pursuant hereto;

(b) the right of pledge created hereby over the Security Assets is a first ranking right of pledge (pandrecht eerste in rang), the Security Assets have not been encumbered with limited rights (beperkte rechten) or otherwise and no attachment (beslag) on the Security Assets has been made;

(c) the Security Assets have not been transferred, encumbered or attached in advance, nor has the Pledgor agreed to such a transfer or encumbrance in advance;

(d) the Security Assets are and will remain subject to the Dutch Securities Giro Act (Wet giraal effectenverkeer);

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(e) the Pledgor has all rights to such Security Assets which are attributed to a joint participant (deelgenoot) within the meaning of the Dutch Securities Giro Act;

(f) neither any share certificates (aandeelbewijzen) nor any depository receipts have been issued with respect to the shares of the Company; and

(g) the Shares are listed (in notering opgenomen) on Euronext Amsterdam N.V. by NYSE Euronext.

4.1.2 Furthermore, the Pledgor hereby represents and warrants to the Pledgee that the following is true and correct on the date hereof:

(a) the Shares relate to shares (aandeleri) of the Company which have been validly issued and fully paid and constitute approximately 0.39 per cent of the share capital of the Company; and

(b) he is not in possession of any material non-public information or other insider information concerning the business, operations, key personnel or prospects of the Company or plans for any transaction or matter (including, without limitation, a takeover offer for the Company) in respect of the securities of the Company.

4.2 Covenants

The Pledgor hereby covenants that he will:

(a) other than as explicitly permitted under the terms of the Put Option Transaction not release, settle or subordinate any Security Assets without the Pledgee’s prior written consent;

(b) at his own expense execute all such documents, exercise any right, power or discretion exercisable, and perform and do all such acts and things as the Pledgee may reasonably request for creating, perfecting, protecting and/or enforcing the rights of pledge envisaged hereby;

(c) not pledge, otherwise encumber or transfer any Shares, whether or not in advance, or permit to subsist any kind of encumbrance or otherwise dispose of the Shares other than as envisaged hereby or as explicitly permitted under the terms of the Put Option Transaction, or perform any act that may harm the rights of the Pledgee, or permit to subsist any kind of attachment over the Security Assets, other than with the Pledgee’s prior written consent;

(d) immediately inform the Pledgee of any event or circumstance which may be of importance to the Pledgee for the preservation or exercise of the Pledgee’s rights pursuant hereto and provide the Pledgee, upon its written request, with any other information in relation to the Security Assets or the pledge thereof as the Pledgee may reasonably request from time to time;

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(e) immediately inform in writing persons such as a liquidator (curator) in bankruptcy (faillissemenf), an administrator (bewindvoerder) in a suspension of payment (surseance van betaling) or preliminary suspension of payment (voorlopige surseance van betaling) or in a debt reorganisation for natural persons (schuldsaneringsregeling natuurlijke personen) or any representative in respect of similar proceedings under any other applicable laws, or a person making an attachment (beslaglegger), of the existence of the rights of the Pledgee pursuant hereto; and

(f) except as explicitly permitted under the terms of the Put Option Transaction, not vote on any of the Shares without the consent of the Pledgee in favour of a proposal to (i) dissolve the Company, (ii) apply for the bankruptcy (faillissement) or a suspension of payments (surseance van betaling) or preliminary suspension of payments (voorlopige surseance van betaling) of the Company or(iii) convert (omzetten), merge (fuseren) or demerge (splitsen) the Company.

5. ENFORCEMENT

5.1 Any failure by the Pledgor to satisfy the Principal Obligations when due (including, without limitation, any failure by the Pledgor to pay any Early Termination Amount immediately when due and payable under the Put Option Transaction) shall constitute a default (verzuim) in the performance of the Principal Obligations, without any reminder letter (sommatie) or notice of default (ingebrekestelling) being required.

5.2 Upon the occurrence of an Enforcement Event, the Pledgee may enforce its rights of pledge and take recourse against the proceeds of enforcement.

5.3 The Pledgor shall not be entitled to request the court to determine that the Security Assets pledged pursuant hereto shall be sold in a manner deviating from the provisions of Article 3:250 of the Dutch Civil Code.

5.4 The Pledgee shall not be obliged to give notice to the Pledgor of any intention to sell the pledged Security Assets (as provided in Article 3:249 of the Dutch Civil Code) or, if applicable, of the fact that it has sold the same Security Assets (as provided in Article 3:252 of the Dutch Civil Code).

5.5 All monies received or realised by the Pledgee in connection with the Security Assets shall be applied by the Pledgee in accordance with the relevant provisions of the Put Option Transaction, subject to the mandatory provisions of Dutch law on enforcement (uitwinning).

6. MISCELLANEOUS PROVISIONS

6.1 Waivers

To the fullest extent allowed by applicable law, the Pledgor waives any right it may have of first requiring the Pledgee to proceed against or claim payment from any other person or enforce any guarantee or security granted by any other person before exercising its rights pursuant hereto.

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6.2 Unenforceability

The Pledgor and the Pledgee hereby agree that they will negotiate in good faith to replace any provision hereof that may be held unenforceable with a provision that is enforceable and which is as similar as possible in substance to the unenforceable provision.

6.3 Power of attorney

The Pledgor hereby grants an irrevocable power of attorney to the Pledgee, upon the occurrence of an Enforcement Event, to act in its name and on its behalf, authorising the Pledgee to execute all such documents and to perform and do all such acts and things as the Pledgee may deem necessary or useful in order to have the full benefit of the rights granted or to be granted to the Pledgee pursuant hereto, including (i) the exercise of any ancillary rights (nevenrechten) as well as any other rights it has in relation to the Security Assets and (ii) the performance of any obligations of the Pledgor hereunder, which authorisation permits the Pledgee to act or also act as the Pledgor’s counterparty within the meaning of Article 3:68 of the Dutch Civil Code.

6.4 Costs

All risks, taxes, fees, costs, charges and other expenses due or incurred in respect of or in connection with any of the Security Assets and/or the pledge thereof shall be exclusively for the account of the Pledgor. All costs, charges and other expenses incurred by the Pledgee in the lawful exercise of the powers conferred upon it pursuant hereto (including any enforcement measure), or in relation to the negotiation, preparation, execution and administration of this Deed, as well as in connection with any variation, amendment or supplement to the terms of this Deed, and any costs, charges and other expenses incurred by the Pledgee in connection with any consent or waiver, shall be payable by the Pledgor to the Pledgee on first demand.

7. TRANSFER

7.1 Power to transfer

The Pledgee is entitled to transfer all or part of its rights and/or obligations pursuant hereto to any transferee of any of the Pledgee’s rights and/or obligations under the Put Option Transaction as permitted under, or consented to by the Pledgor in accordance with, the terms of the Put Option Transaction, and the Pledgor hereby in advance gives its irrevocable consent to, and hereby in advance irrevocably co-operates with, any such transfer of all or part of the Pledgee’s rights and/or obligations pursuant hereto (within the meaning of Articles 6:156 and 6:159 of the Dutch Civil Code).

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7.2 Transfer of information

The Pledgee is entitled to impart any information concerning the Pledgor and/or the Security Assets to any transferee or proposed transferee referred to in Clause 7.1.

8. TERMINATION

8.1 Termination of pledge

Unless terminated by operation of law, the Pledgee’s rights of pledge created pursuant hereto shall be in full force and effect vis-a-vis the Pledgor until they shall have terminated, in part or in whole, as described in Sub-clause 8.2 (Termination by notice (opzegging) and waiver (afstand)) below.

8.2 Termination by notice (opzegging) and waiver (afstand)

The Pledgee will be entitled to terminate by notice (opzegging), in part or in whole, the rights of pledge created pursuant hereto in respect of all or part of the Security Assets and/or all or part of the Principal Obligations. If and insofar as the purported effect of any such termination requires a waiver (afstand van recht) by the Pledgee, the Pledgor hereby in advance agrees to such waiver.

9. GOVERNING LAW AND JURISDICTION

9.1 Governing law

This Deed is governed by and shall be interpreted in accordance with Dutch law.

9.2 Jurisdiction

Any disputes arising from or in connection with this Deed shall be submitted in first instance to the competent court in Amsterdam, The Netherlands, without prejudice to the Pledgee’s right to submit any disputes to any other competent court in The Netherlands or in any other jurisdiction.

9.3 Power of attorney

If a party to this Deed is represented by an attorney or attorneys in connection with the execution of this Deed or any agreement or document pursuant hereto and the relevant power of attorney is expressed to be governed by Dutch law, such choice of law is hereby accepted by each other party, in accordance with Article 14 Hague Convention on the Law Applicable to Agency of the fourteenth day of March nineteen hundred and seventy-eight.

10. THE ACCOUNT BANK

The Account Bank:

(a) confirms that it has been notified of the right of pledge created over the Security Assets;

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(b) represents and warrants that it does not have a first ranking right of pledge (eerste recht van pand) over the Security Assets and to the extent that it has any right of pledge over, or any right of set-off or combination in respect of, the Security Assets pursuant to its general terms and conditions or otherwise, hereby releases any such rights;

(c) represents and warrants that it will administrate the Shares in accordance with the terms of the Dutch Securities Giro Act and that it will administrate the right of pledge created pursuant hereto in its books and records in accordance with the Dutch Securities Giro Act;

(d) represents and warrants that it is a participating institution (aangesloten instelling) within the meaning of the Dutch Securities Giro Act;

(e) represents and warrants that the Shares are eligible for delivery under the Dutch Securities Giro Act and that it holds the Shares in its account with Euroclear Nederland or otherwise in conformity with the Dutch Securities Giro Act;

(f) acknowledges the provisions of Clause 3.3 (Related Rights) and Clause 3.4 (Designated Account) and, except with the prior written consent of the Pledgee, agrees with the Pledgee and the Pledgor that it shall not comply with or execute any instruction or notice from the Pledgor in respect of the Shares, the Related Rights or the Pledged Account unless such instruction relates to the withdrawal of cash Dividends from the Pledged Account and is in compliance with Clause 3.3.2. The Account Bank is under no obligation to make any inquiry as to the validity of any notice or instruction from the Pledgee pursuant to Clause 3.3 (Related Rights), Clause 3.4 (Designated Account) or otherwise; and

(g) when acting in accordance with the provisions of Clause 10(f), shall not be liable towards either the Pledgor or the Pledgee for the debiting of the Pledged Account, and each of the Pledgor and the Pledgee hereby irrevocably waives (doet afstand van) any rights which it may have to hold the Account Bank liable for any such debiting, save in the event of the Account Bank’s gross neglicence (grove schuld) or wilful misconduct (opzet).

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This Deed has been entered into on the date stated at the beginning of this Deed.

Pledgor
Mr. ARTHUR DEL PRADO
/s/ Arthur del Prado
Pledgee
FINANCIAL INSTITUTION
By:	/s/ Maarten Petermann
Account Bank
ABN AMBO BANK N.V.
By:	/s/ De heer J. van Solkema

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EX-99.3

EXHIBIT 99.3

Financial Institution

Confirmation of a Share Option Transaction

28 May 2010

Transaction

Arthur H. del Prado

Jan Van Eycklaan 10

3726 BC Bilthoven

The Netherlands

Attention: Arthur H. del Prado

Dear Sirs,

The purpose of this letter agreement (this ‘Confirmation’) is to confirm the terms and conditions of the Transaction entered into between a certain financial institution (‘Financial Institution’) and ARTHUR DEL PRADO (the ‘Counterparty’) on the Trade Date specified below (the ‘Transaction’). This Confirmation constitutes a ‘Confirmation’ as referred to in the ISDA Master Agreement specified below, and supersedes all or any prior written or oral agreements in relation to the Transaction.

The definitions and provisions contained in the 2006 ISDA Definitions (the ‘2006 Definitions’) and the 2002 ISDA Equity Derivatives Definitions (the ‘Equity Definitions’ and together with the 2006 Definitions, the ‘Definitions’) in each case as published by the International Swaps and Derivatives Association, Inc. are incorporated into this Confirmation. In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern and in the event of any inconsistency between the Definitions and this Confirmation, this Confirmation shall govern.

1. This Confirmation evidences a complete and binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation will supplement, form a part of, and be subject to an agreement (‘the Agreement’) in the form of the ISDA 2002 Master Agreement (the ‘ISDA Form’) as if we had executed an agreement in such form (but without any Schedule) except for the election of (i) English law as the governing law, (ii) EUR as the Termination Currency, (iii) the incorporation of the definitions and provisions contained in Annexes 1-18 and Section 6 of the 2002 Master Agreement Protocol published by the International Swaps and Derivatives Association, Inc. on 15th July, 2003), and (iv) the additional provisions set out below on the Trade Date. All provisions contained in the ISDA Form and incorporated herein by reference will govern this Confirmation except as expressly modified below.

Financial Institution

125 London Wall, London, EC2Y 5AJ

Tel: +44 (0) 20 7777 2000 • Fax +44(0) 20 777 7227

Organised under the laws of the United States as a National Banking Association. Main Office 1111 Polaris Parkway, Columbus, Ohio 43271

Registered as a branch in England & Wales branch No. BR0007 16, Registered Branch Office 125 London Wall, London, EC2Y 5AJ

Authorised and regulated by the Financial Services Authority

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms

Trade Date:	28 May 2010
Effective Date:	Trade Date
Option Style:	European
Option Type:	Put
Seller:	Financial Institution
Buyer:	Counterparty
Business Day:	TARGET Settlement Days
TARGET Settlement Day:	means any day on which TARGET2 (the Trans-European Automated Real-time Gross Settlement Express Transfer system) is open for the settlement of payments in Euro
Shares:	The ordinary shares (the ‘Shares’) of ASM International N.V. (the ‘Issuer’) with ISIN NL0000334118
Number of Options:	200,000
Option Entitlement:	One Share per Option
Strike Price:	An amount equal to 85.00% of the Initial Reference Price
Exchange:	Euronext Amsterdam
Related Exchange:	All Exchanges
Initial Reference Price:	An amount equal to the volume weighted average price per Share at which Financial Institution, acting in a commercially reasonable manner, executes its Hedge Positions for the Transaction during the Initial Hedging Period

2

Initial Hedging Period:	The period from the Trade Date to the date on which Financial Institution determines that it has completed the execution of its Hedge Positions for the Transaction
Premium:	An amount equal to the product of: (i)      the Initial Reference Price multiplied by the Number of Options; and (ii)    12.00%
Premium Payment Date:	The Trade Date, unless the final day of the Initial Hedging Period is not the Trade Date, in which case the Premium Payment Date shall be the final day of the Initial Hedging Period, as notified by Financial Institution to the Counterparty
Valuation Date:	The Expiration Date
Procedure for Exercise:
Latest Exercise Time:	2 hours prior to the Valuation Time
Expiration Time:	The Valuation Time
Expiration Date:	28 May 2011
Automatic Exercise:	Applicable
Settlement Terms:
Cash Settlement:	Applicable
Settlement Currency:	EUR
Cash Settlement Payment Date:	Three TARGET Settlement Days after the Valuation Date
Settlement Price:	The official price or, if there is no official price, the mid-market price per Share on the Exchange at the Valuation Time on the Valuation Date.

3

Exchange Amounts:

Initial Exchange Amount:
Initial Exchange Amount:	An amount equal to the product of:
	(i)     the Initial Reference Price multiplied by the Number of Options; and
	(ii)    80.00%
Initial Exchange Amount Payer:	Financial Institution
Initial Exchange Amount Payment Date:	The Trade Date, unless the final day of the Initial Hedging Period is not the Trade Date, in which case the Initial Exchange Amount Payment Date shall be the final day of the Initial Hedging Period, as notified by Financial Institution to the Counterparty
Floating Amounts:
Floating Amount Payer:	Counterparty
Notional Amount:	Initial Exchange Amount
Payment Dates:	The date falling three calendar months after the Trade Date, each date falling successively three calendar months thereafter, plus the Cash Settlement Payment Date, subject to adjustment in accordance with the Modified Following Business Day Convention
Floating Rate Option:	EUR-EURIBOR-Telerate
Designated Maturity:	Three months
Spread:	150 basis points
Floating Rate Day Count Fraction:	Act/360
Reset Dates:	The first day of each Calculation Period

4

Final Exchange Amount:
Final Exchange Amount:	An amount equal to the Initial Exchange Amount
Final Exchange Amount Payer:	Counterparty
Final Exchange Amount Payment Date:	The Cash Settlement Payment Date

Early Termination: Payment of Spread

Should an Early Termination Date arise in respect to which Counterparty is the Defaulting Party or the Affected Party, or otherwise should the Transaction for any reason be terminated or unwound prior to its scheduled Valuation Date at the instigation of Counterparty, Counterparty shall pay to Financial Institution on (a) such Early Termination Date or (b) in the absence of an Early Termination Date as such term is defined in the ISDA Form, the date upon which the relevant termination or unwind becomes effective (either such date the End Date) an amount equal to the present value as at the End Date as determined by the Calculation Agent of the Spread that would have become payable by the Counterparty to Financial Institution in respect of the period from and including that End Date up to and including the scheduled Valuation Date.

Dividend Adjustments:

The parties acknowledge that in determining the Strike Price of the Put Options they have assumed that no dividends shall be payable by the Issuer to holders of Shares during the term of the Transaction. If any Declared Dividend (as defined below) is declared on the Shares with respect to which Declared Dividend the Ex-Dividend Date (as defined below) falls on a date falling between the Trade Date and the Expiration Date, then the Calculation Agent shall calculate the outcome of the following formula as at the relevant Ex-Dividend Date:

Number of Options * Declared Dividend * Delta

and the Counterparty shall, within two Business Days of the Ex-Dividend Date, pay to Financial Institution an amount equal to the result of such formula.

For the purposes of the foregoing:

“Declared Dividend” means 100% of the gross cash ordinary dividend per Share declared by the Issuer to holders of record of a Share;

“Ex-Dividend Date” means, in respect of a Declared Dividend, the date on which the Shares commence trading ex-dividend on the Exchange in respect of such Declared Dividend; and

“Delta” shall mean the prevailing delta of the Transaction, as determined by the Calculation Agent.

5

Adjustments:
Method of Adjustment:	Calculation Agent Adjustment
Extraordinary Events:
Consequences of Merger Events:
(a)    Share-for-Share:	Alternative Obligation
(b)    Share-for-Other:	Cancellation and Payment (Calculation Agent Determination)
(c)    Share-for-Combined:	Component Adjustment
Tender Offer:	Applicable
Consequences of Tender Offers:
(a)    Share-for-Share:	Modified Calculation Agent Adjustment
(b)    Share-for-Other:	Modified Calculation Agent Adjustment
(c)    Share-for-Combined:	Modified Calculation Agent Adjustment
Composition of Combined Consideration:	Not Applicable
Nationalisation, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination)
Additional Disruption Events:
(a)    Change in Law:	Applicable
(b)    Failure to Deliver:	Applicable
(c)    Insolvency Filing:	Not Applicable
(d)    Hedging Disruption:	Applicable
Hedging Party:	Financial Institution
(e)    Loss of Stock Borrow:	Applicable
Hedging Party:	Financial Institution
Maximum Stock Loan Rate:	2.5%

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(f)     Increased Cost of Stock Borrow:	Applicable
Hedging Party:	Financial Institution
Initial Stock Loan Rate:	2.5%
(g)    Increased Cost of Hedging:	Not Applicable
Determining Party:	Financial Institution

3. Calculation Agent: Financial Institution

4. Credit Support Document

The Deed of Pledge of Shares by and between the Counterparty (as Pledgor), Financial Institution (as Pledgee) and ABN AMRO Bank N.V. (as Account Bank) dated 28 May 2010 under which the securities account with number XXXXX maintained by the Pledgor with the Account Bank, together with all shares issued and outstanding in the capital of the Issuer as administered in the Pledged Account, were pledged by the Counterparty to Financial Institution in support of Counterparty’s obligations to Financial Institution under this Transaction, will be a Credit Support Document for the purposes of this Agreement.

5. Accounts Details:

Account for payments to Financial Institution:

    Intermediary Bank:

    Swift Code:

    Account number:

    IBAN/Reference:

Account for payments to Counterparty:

[Please provide]

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6. Offices and Contact Details for the Purpose of Giving Notice:

(1) The Office of Financial Institution for the Transaction is:

Financial Institution

125 London Wall

London

EC2Y 5AJ

(2) The Office of Counterparty for the Transaction is:

Arthur H. del Prado

Jan Van Eycklaan 10

3726 BC Bilthoven

The Netherlands

7. Other Provisions

Non-Reliance:	Applicable
Agreements and Acknowledgements	Applicable
Regarding Hedging Activities:
Additional Acknowledgements:	Applicable

Counterparty Representations, Warranties and Undertakings: Counterparty represents, warrants and undertakes to Financial Institution that:

(a) Counterparty’s entry into the Put Options and the performance of its obligations hereunder will comply with and will not in any way be limited by any contractual, legal, regulatory or other restrictions to which it may be subject. Counterparty represents that it is not limited (by law, contract or policy) from effecting any of the arrangements, agreements and settlement hereunder and thereby has due authority and capacity to execute the Put Options which shall constitute legal, valid and binding obligations, enforceable in accordance with their respective terms.

(b) Counterparty’s entry into the Put Options and the performance of its obligations hereunder will comply with and will not in any way be limited by (i) any trading or “blackout” policies of the Issuer of the Shares, (ii) any other conditions or restrictions imposed by the Issuer of the Shares or (iii) any contractual, legal, regulatory or other obligations or restrictions to which Counterparty may be subject. Counterparty represents that (aa) it is not in possession of any material non-public information or other insider information concerning the business, operations, key personnel or prospects of the Issuer of the Shares or plans for any transaction or

8

matter (including, without limitation, a takeover offer for the Issuer of the Shares) in respect of the securities of the Issuer of the Shares, (bb) in deciding to enter into the Put Options, it has obtained its own independent legal, tax, regulatory and/or accounting advice with respect to all aspects of the Put Options, as it deems appropriate and accordingly Financial Institution shall have no liability howsoever arising (except in the case of fraud) to Counterparty with respect thereto and (cc) Counterparty’s reasons and objectives in entering into the Put Options constitute a genuine and legitimate business and commercial purpose.

For these purposes, “material non-public information” refers to (aa) any information to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold any securities of the Issuer or (bb) any information which would be likely to have a significant effect on the price (including value) of any securities of the Issuer of the Shares and “insider information” refers to any information of a precise nature about circumstances or events, which have not been made public, referring to the Issuer of the Shares or to any securities of the Issuer of the Shares and which, if it were made public, would be likely to have a significant effect on the stock exchange or market price or value of any securities of the Issuer of the Shares.

(c) Counterparty shall make such timely notifications and seek such approvals as required in connection with the Put Options by or from applicable regulatory authorities or stock exchanges, as the case may be.

(d) Counterparty is and will be in compliance with Counterparty’s reporting obligations under Section 16, Section 13(d) and Section 13(g) of the United States’ Securities Exchange Act of 1934, as amended, and Counterparty will provide Financial Institution with a copy of any report filed thereunder in respect of the transactions contemplated hereby promptly upon filing thereof.

Time of dealing: The time of dealing will be confirmed by Financial Institution upon written request.

Retail Client: Each party represents to the other that it is not a retail client as defined in the Rules of the Financial Services Authority.

Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties and their Affiliates in connection with the Agreement or any potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings.

Process Agent: Counterparty will appoint a Process Agent within three weeks after the Trade Date

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Events of Default/Tax Event Upon Merger

(1) Section 5(a)(vii) is amended with respect to Party B, so that:

(i) Section 5(a)(vii)(l) will not apply to Party B:

(ii) Section 5(a)(vii)(5) is amended to read as follows:

“Party B declares himself bankrupt”,

(2) Section 5(a)(viii) and Section 5(b)(iv) will not apply to Party B.

Additional Termination Event

The following will constitute an Additional Termination Event for the purposes of Section 5(b)(vi) of this Agreement in respect of which the Seller will be the sole Affected Party and this Transaction will be the sole Affected Transaction:

The Initial Hedging Period has not occurred by 5pm on the Trade Date. Following the occurrence of an Additional Termination Event, Section 6(d) and (e) of the Agreement shall not apply.

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation in the space provided below and returning it to EDG Confirmations Group, Financial Institution Agent, MAILPOINT VEG1/0105, 60 Victoria Embankment, London EC4Y 0JP or by fax on +44 20 7325 1900.

Yours sincerely,

FINANCIAL INSTITUTION AGENT as agent for
FINANCIAL INSTITUTION
By:	/s/ Maarten Petermann
	Name:	Maarten Petermann
	Title:	Managing Director

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Confirmed as of the date first above written:
ARTHUR DEL PRADO
By:	/s/ Arthur del Prado
	Name:
	Title:

11

EX-99.4

EXHIBIT 99.4

Financial Institution

Confirmation of a Share Option Transaction

23 June 2010

Transaction

Arthur H. del Prado

Lassuslaan 51

3723 LH Bilthoven

The Netherlands

Attention: Arthur H. del Prado

Dear Sirs,

The purpose of this letter agreement (this ‘Confirmation’) is to confirm the terms and conditions of the Transaction entered into between a certain financial institution (‘Financial Institution’) and ARTHUR DEL PRADO (the ‘Counterparty’) on the Trade Date specified below (the ‘Transaction’). This Confirmation constitutes a ‘Confirmation’ as referred to in the ISDA Master Agreement specified below, and supersedes all or any prior written or oral agreements in relation to the Transaction.

The definitions and provisions contained in the 2006 ISDA Definitions (the ‘2006 Definitions’) and the 2002 ISDA Equity Derivatives Definitions (the ‘Equity Definitions’ and together with the 2006 Definitions, the ‘Definitions’) in each case as published by the International Swaps and Derivatives Association, Inc. are incorporated into this Confirmation. In the event of any inconsistency between the 2006 Definitions and the Equity Definitions, the Equity Definitions will govern and in the event of any inconsistency between the Definitions and this Confirmation, this Confirmation shall govern.

1. This Confirmation evidences a complete and binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation will supplement, form a part of, and be subject to an agreement (‘the Agreement’) in the form of the ISDA 2002 Master Agreement (the ‘ISDA Form’) as if we had executed an agreement in such form (but without any Schedule) except for the election of (i) English law as the governing law, (ii) EUR as the Termination Currency, (iii) the incorporation of the definitions and provisions contained in Annexes 1-18 and Section 6 of the 2002 Master Agreement Protocol published by the International Swaps and Derivatives Association, Inc. on 15th July, 2003), and (iv) the additional provisions set out below on the Trade Date. All provisions contained in the ISDA Form and incorporated herein by reference will govern this Confirmation except as expressly modified below.

Financial Institution

125 London Wall, London, EC2Y 5AJ

Tel: +44 (0)20 7777 2000 • Fax: +44 (0)20 777 7227

Organised under the laws of the United States as a National Banking Association. Main Office 1111 Polaris Parkway, Columbus, Ohio -13271

Registered as a branch in England & Wales branch No. BR000746. Registered Branch Office 125 London Wall, London EC2Y 5AJ.

Authorised and regulated by the Financial Services Authority

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms

Trade Date:	23 June 2010
Effective Date:	Trade Date
Option Style:	European
Option Type:	Put
Seller:	Financial Institution
Buyer:	Counterparty
Business Day:	TARGET Settlement Days
TARGET Settlement Day:	means any day on which TARGET2 (the Trans-European Automated Real-time Gross Settlement Express Transfer system) is open for the settlement of payments in Euro
Shares:	The ordinary shares (the ‘Shares’) of ASM International N.V. (the ‘Issuer’) with ISIN NL0000334118
Number of Options:	The aggregate number of Options, not exceeding 2,600,000, as corresponds to the number of Options with respect to which Financial Institution has executed Hedge Positions. The Number of Options shall be divided into ten equal Tranches, each Tranche containing 10% of the total Number of Options (such number with respect to each Tranche the “Tranche Number of Options”)
Option Entitlement:	One Share per Option
Strike Price:	An amount equal to 80.00% of the Initial Reference Price

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Exchange:	Euronext Amsterdam
Related Exchange:	All Exchanges
Initial Reference Price:	An amount equal to the volume weighted average price per Share at which Financial Institution, acting in a commercially reasonable manner, executes its Hedge Positions for the Transaction during the Initial Hedging Period
Daily Initial Reference Price:	With respect to each day during the Initial Hedging Period on which Financial Institution executes any Hedge Positions for the Transaction, the volume weighted average price per Share at which Financial Institution, acting in a commercially reasonable manner, executes such Hedge Positions on that day
Daily Option Number:	In relation to each day during the Initial Hedging Period, the number of Options with respect to which Financial Institution executes any Hedge Positions for the Transaction on that day
Initial Hedging Period:	The period from the Trade Date to the date on which Financial Institution determines that it has completed the execution of its Hedge Positions for the Transaction
Premium:	With respect to each day during the Initial Hedging Period on which Financial Institution executes any Hedge Positions for the Transaction, an amount equal to the product of: (i)     the Daily Initial Reference Price multiplied by the Daily Option Number for that day; and (ii)    11.2%

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Premium Payment Dates:	With respect to each day during the Initial Hedging Period on which Financial Institution executes any Hedge Positions for the Transaction, the following Business Day
Valuation Dates:	With respect to each Tranche, the Expiration Date related thereto
Procedure for Exercise:
Latest Exercise Time:	2 hours prior to the Valuation Time
Expiration Time:	The Valuation Time
Expiration Dates:	With respect to Tranche 1, 23 June 2011 ;
	with respect to Tranche 2, 30 June 2011;
	with respect to Tranche 3, 07 July 2011; with
	respect to Tranche 4, 14 July 2011; with
	respect to Tranche 5, 21 July 2011; with
	respect to Tranche 6, 28 July 2011; with
	respect to Tranche 7, 04 August 2011; with
	respect to Tranche 8, 11 August 2011; with
	respect to Tranche 9, 18 August 2011; with
	respect to Tranche 10, 25 August 2011
Automatic Exercise:	Applicable
Settlement Terms:
Cash Settlement:	Applicable
Settlement Currency:	EUR
Cash Settlement Payment Dates:	In respect of each Tranche, three TARGET Settlement Days after the relevant Valuation Date
Settlement Price:	The official price or, if there is no official price, the mid-market price per Share on the Exchange at the Valuation Time on the Valuation Date.

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Exchange Amounts:

Initial Exchange Amount:
Initial Exchange Amount:	The aggregate of all Daily Initial Exchange Amounts. For the avoidance of doubt, following the final day of the Initial Hedging Period the Initial Exchange Amount shall be equal to the product of: (i)      the Initial Reference Price multiplied by the Number of Options; and (ii)    75.00%
Daily Initial Exchange Amount:	With respect to each day during the Initial Hedging Period on which Financial Institution executes any Hedge Positions for the Transaction, an amount equal to the product of: (i)      the Daily Initial Reference Price multiplied by the Daily Option Number for that day; and (ii)    75.00%
Initial Exchange Amount Payer:	Financial Institution
Initial Exchange Amount Payment Dates:	With respect to each day during the Initial Hedging Period on which Financial Institution executes any Hedge Positions for the Transaction, the following Business Day. Pursuant to Section 2(c) of the ISDA Form, Counterparty’s obligations to pay Premium to Financial Institution shall be netted against Financial Institution’s obligations to pay Initial Exchange Amounts to Counterparty and consequently on each Initial Exchange Amount Payment Date Financial Institution shall pay to Counterparty an amount equal to the excess of the relevant Daily Initial Exchange Amount minus the relevant Premium with respect to that day.

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	All payments hereunder shall be made by Financial Institution to such account(s) as Counterparty may designate from those for which account details are provided under ‘Accounts for payments to Counterparty’ in Section 5 (Account Details) of this Confirmation, and all such payments made by Financial Institution to any such account(s) as may be designated by Counterparty shall fully discharge Financial Institution’s payment obligations hereunder
Floating Amounts:
Floating Amount Payer:	Counterparty
Notional Amount:	From time to time, the Initial Exchange Amount minus the aggregate of all Interim Exchange Amounts paid by Counterparty to Financial Institution
Payment Dates:	The date falling three calendar months after the Trade Date, each date falling successively three calendar months thereafter, plus the Cash Settlement Payment Date, subject to adjustment in accordance with the Modified Following Business Day Convention
Floating Rate Option:	EUR-EURIBOR-Telerate
Designated Maturity:	Three months
Spread:	150 basis points
Floating Rate Day Count Fraction:	Act/360
Reset Dates:	The first day of each Calculation Period
Interim Exchange Amounts:
Interim Exchange Amounts:	With respect to each Interim Exchange Amount Payment Date, an amount equal to 10% of the Initial Exchange Amount
Interim Exchange Amount Payer:	Counterparty

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Interim Exchange Amount Payment Dates:	Each Cash Settlement Payment Date other than the final Cash Settlement Payment Date
Final Exchange Amount:
Final Exchange Amount:	An amount equal to 10% of the Initial Exchange Amount
Final Exchange Amount Payer:	Counterparty
Final Exchange Amount Payment Date:	The final Cash Settlement Payment Date

Early Termination: Payment of Spread

Should an Early Termination Date arise in respect to which Counterparty is the Defaulting Party or the Affected Party, or otherwise should the Transaction for any reason be terminated or unwound prior to its scheduled Valuation Date at the instigation of Counterparty, Counterparty shall pay to Financial Institution on (a) such Early Termination Date or (b) in the absence of an Early Termination Date as such term is defined in the ISDA Form, the date upon which the relevant termination or unwind becomes effective (either such date the “End Date”) an amount equal to the present value as at the End Date as determined by the Calculation Agent of the Spread that would have become payable by the Counterparty to Financial Institution in respect of the period from and including that End Date up to and including the scheduled Valuation Date.

Replacement Transaction

The parties acknowledge that they may subsequently negotiate and agree to enter into a replacement transaction to take effect upon the expiry of the Transaction evidenced by this Confirmation, on terms and conditions which will depend on the prevailing Share price and other market conditions at the time. Nothing in this clause is intended to create any obligation on either party to enter into any transaction or agreement.

Dividend Adjustments:

The parties acknowledge that in determining the Strike Price of the Put Options they have assumed that no dividends shall be payable by the Issuer to holders of Shares during the term of the Transaction. If any Declared Dividend (as defined below) is declared on the Shares with respect to which Declared Dividend the Ex-Dividend Date (as defined below) falls on a date falling between the Trade Date and the Expiration Date, then the Calculation Agent shall calculate the outcome of the following formula as at the relevant Ex-Dividend Date:

Number of Options * Declared Dividend * Delta

and the Counterparty shall, within two Business Days of the Ex-Dividend Date, pay to Financial Institution an amount equal to the result of such formula.

For the purposes of the foregoing:

“Number of Options” means the number of Options outstanding from time to time, being the Tranche Number of Options multiplied by the number of unexpired Tranches as at the relevant Ex-Dividend Date;

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“Declared Dividend” means 100% of the gross cash ordinary dividend per Share declared by the Issuer to holders of record of a Share;

“Ex-Dividend Date” means, in respect of a Declared Dividend, the date on which the Shares commence trading ex-dividend on the Exchange in respect of such Declared Dividend; and

“Delta” shall mean the prevailing delta of the Transaction, as determined by the Calculation Agent.

Adjustments:
Method of Adjustment:	Calculation Agent Adjustment
Extraordinary Events:
Consequences of Merger Events:
(a)    Share-for-Share:	Alternative Obligation
(b)    Share-for-Other:	Cancellation and Payment (Calculation Agent Determination)
(c)    Share-for-Combined:	Component Adjustment
Tender Offer:	Applicable
Consequences of Tender Offers:
(a)    Share-for-Share:	Modified Calculation Agent Adjustment
(b)    Share-for-Other:	Modified Calculation Agent Adjustment
(c)    Share-for-Combined:	Modified Calculation Agent Adjustment
Composition of Combined Consideration:	Not Applicable
Nationalisation, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination)
Additional Disruption Events:
(a)    Change in Law:	Applicable

8

(b)    Failure to Deliver:	Applicable
(c)    Insolvency Filing:	Not Applicable
(d)    Hedging Disruption:	Applicable
Hedging Party:	Financial Institution
(e)    Loss of Stock Borrow:	Applicable
Hedging Party:	Financial Institution
Maximum Stock Loan Rate:	2.5%
(f)     Increased Cost of Stock Borrow:	Applicable
Hedging Party:	Financial Institution
Initial Stock Loan Rate:	2.5%
(g)    Increased Cost of Hedging:	Not Applicable
Determining Party:	Financial Institution

3. Calculation Agent: Financial Institution

4. Credit Support Document

The Share Pledge Agreement by and between the Counterparty (as Pledgor), Financial Institution (as Pledgee) and a certain Second Financial Institution (as Account Bank) dated 23 June 2010 under which all ordinary shares of ASM International N.V. (“Pledged Shares”) held in or subsequently transferred into the securities account with number XXXXX (the “Collateral Account”) maintained by the Pledgor with the Account Bank were pledged by the Counterparty to Financial Institution in support of Counterparty’s obligations to Financial Institution under this Transaction, shall be a Credit Support Document for the purposes of this Agreement.

Counterparty shall ensure that the following minimum numbers of Pledged Shares shall be transferred into the Collateral Account and held thereunder subject to the terms of the Share Pledge Agreement:

(i) Prior to the execution by Financial Institution of any Hedge Positions for the Transaction, 300,000 Pledged Shares (the “Initial Pledged Shares”)

(ii) On any day during the Initial Hedging Period where the aggregate value of the Net Transferred Amount is below EUR 14,000,000, a minimum number of Pledged Shares equal to: (i) the Initial Pledged Shares; plus (ii) the Number of Options then subject to the Transaction; and

9

(iii) On any day during the Initial Hedging Period where the aggregate value of the Net Transferred Amount is equal to or greater than EUR 14,000,000 and in any case on any day following the last day of the Initial Hedging Period, a minimum number of 2,600,000 Pledged Shares.

For the purposes of the foregoing, “Net Transferred Amount” means, on any day during the Initial Hedging Period, the aggregate value of the Initial Exchange Amount minus the aggregate value of the Premium as at that day.

5. Accounts Details:

Account for payments to Financial Institution:

Intermediary Bank:

Swift Code:

Account number:

IBAN/Reference:

Accounts for payments to Counterparty:

A. With respect to payments of Initial Exchange Amounts, any of the following Accounts, as designated by Counterparty from time to time:

(i) Counterparty Account:

Name:

Bank Name:

Account number:

IBAN:

BIC:

(ii) Mapper Account:

Name:

Address:

IBAN :

Swift:

(iii) ABN-AMRO Account:

Account number:

IBAN:

BIC:

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(iv) Rabobank Account:

Account number:

IBAN:

BIC:

In name of:

Reference:

B. With respect to all other payments receivable by Counterparty, the following Account:

Name:

Bank Name:

Account number:

IBAN:

BIC:

6. Offices and Contact Details for the Purpose of Giving Notice:

(1) The Office of Financial Institution for the Transaction is:

Financial Institution

125 London Wall

London EC2Y 5AJ

(2) The Office of Counterparty for the Transaction is:

Arthur H. del Prado

Lassuslaan 51

3723 LH Bilthoven

The Netherlands

7. Additional Termination Event

The occurrence of any of the following shall constitute an Additional Termination Event (within the meaning of Section 5(b)(vi) of the Agreement) in relation to which the Counterparty shall be the Affected Party:

(i) Counterparty dies, or becomes incapable in law of managing his affairs in any Relevant Jurisdiction (whether by reason of mental incapacity or for any other reason whatsoever);

(ii) Financial Institution determines in its sole and absolute discretion acting in good faith and in a commercially reasonable manner that the credit-worthiness of Counterparty becomes

11

materially weaker as a result of Counterparty transferring or being required to transfer a substantial part of his estate to a third party in return for no consideration or consideration of materially less value than the assets transferred; or

(iii) Counterparty ceases to be either (a) a resident of the Netherlands or (b) domiciled in the Netherlands.

8. Other Provisions

Non-Reliance:	Applicable
Agreements and Acknowledgements	Applicable
Regarding Hedging Activities:
Additional Acknowledgements:	Applicable

Counterparty Representations, Warranties and Undertakings: Counterparty represents, warrants and undertakes to Financial Institution that:

(a) Counterparty’s entry into the Put Options and the performance of its obligations hereunder will comply with and will not in any way be limited by any contractual, legal, regulatory or other restrictions to which it may be subject. Counterparty represents that it is not limited (by law, contract or policy) from effecting any of the arrangements, agreements and settlement hereunder and thereby has due authority and capacity to execute the Put Options which shall constitute legal, valid and binding obligations, enforceable in accordance with their respective terms.

(b) Counterparty’s entry into the Put Options and the performance of its obligations hereunder will comply with and will not in any way be limited by (i) any trading or “blackout” policies of the Issuer of the Shares, (ii) any other conditions or restrictions imposed by the Issuer of the Shares or (iii) any contractual, legal, regulatory or other obligations or restrictions to which Counterparty may be subject. Counterparty represents that (aa) it is not in possession of any material non-public information or other insider information concerning the business, operations, key personnel or prospects of the Issuer of the Shares or plans for any transaction or matter (including, without limitation, a takeover offer for the Issuer of the Shares) in respect of the securities of the Issuer of the Shares, (bb) in deciding to enter into the Put Options, it has obtained its own independent legal, tax, regulatory and/or accounting advice with respect to all aspects of the Put Options, as it deems appropriate and accordingly Financial Institution shall have no liability howsoever arising (except in the case of fraud) to Counterparty with respect thereto and (cc) Counterparty’s reasons and objectives in entering into the Put Options constitute a genuine and legitimate business and commercial purpose.

12

For these purposes, “material non-public information” refers to (aa) any information to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold any securities of the Issuer or (bb) any information which would be likely to have a significant effect on the price (including value) of any securities of the Issuer of the Shares and “insider information” refers to any information of a precise nature about circumstances or events, which have not been made public, referring to the Issuer of the Shares or to any securities of the Issuer of the Shares and which, if it were made public, would be likely to have a significant effect on the stock exchange or market price or value of any securities of the Issuer of the Shares.

(c) Counterparty shall make such timely notifications and seek such approvals as required in connection with the Put Options by or from applicable regulatory authorities or stock exchanges, as the case may be.

(d) Counterparty is and will be in compliance with Counterparty’s reporting obligations under Section 16, Section 13(d) and Section 13(g) of the United States’ Securities Exchange Act of 1934, as amended, and Counterparty will provide Financial Institution with a copy of any report filed thereunder in respect of the transactions contemplated hereby promptly upon filing thereof.

Miscellaneous amendments to the ISDA Form: The following amendments shall be made to the ISDA Form incorporated into the Agreement:

(a) Section 5(a)(vii) is amended with respect to Counterparty, so that:

(i) Section 5(a)(vii)(l) will not apply to Counterparty;

(ii) Section 5(a)(vii)(3) is amended by the addition of the words “or files an application for any debt restructuring or reorganisation arrangement (schuldsaneringsregeling) or suspension of payments (surseance van betaling)” after the words “benefit of its creditors”

(iii) Section 5(a)(vii)(5) is amended to read as follows: “Counterparty declares himself bankrupt”.

(b) Section 5(a)(viii) and Section 5(b)(iv) will not apply to Counterparty.

(c) The definition of “Relevant Jurisdiction” in Section 14 is deleted in its entirety and replaced with the following:

“Relevant Jurisdiction” means, (i) with respect to Party A, the jurisdictions (a) in which Party A is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which Party A is acting for purposes of this Agreement is located, (c) in which Party A executes this Agreement and (d) in relation to any payment, from or through which such payment is made, and means, (ii) with

13

respect to Party B, any jurisdiction (w) in which Party B is resident, domiciled and of which Party B is a citizen (x) where Party B or any agent through which Party B is acting for the purposes of this Agreement is located, (y) in which Party B executes this Agreement and (z) in relation to any payment, from or through which such payment is made”.

Time of dealing: The time of dealing will be confirmed by Financial Institution upon written request.

Retail Client: Each party represents to the other that it is not a retail client as defined in the Rules of the Financial Services Authority.

Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties and their Affiliates in connection with the Agreement or any potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings.

Process Agent: Counterparty agrees and undertakes that it shall, within three weeks after the Trade Date, appoint an agent for service of process and notify Financial Institution of the details of such agent

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation in the space provided below and returning it to EDG Confirmations Group, Financial Institution Agent, MAILPOINT VEG1/0105, 60 Victoria Embankment, London EC4Y 0JP or by fax on +44 20 7325 1900.

Yours sincerely,

FINANCIAL INSTITUTION AGENT
as agent for
FINANCIAL INSTITUTION
By:	/s/ Maarten Petermann
	Name:	Maarten Petermann
	Title:	Managing Director

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Confirmed as of the date first above written:
ARTHUR DEL PRADO
By:	/s/ Arthur del Prado
	Name:
	Title:

15