STMicroelectronics N : 2024 AGM - Convocation Notice

2024 Annual General Meeting of Shareholders

STMicroelectronics N.V.

CONVOCATION

The Annual General Meeting of Shareholders ("AGM") of STMicroelectronics N.V. ("the Company"), established in Amsterdam, the Netherlands, will be held on 22 May 2024 at 11:00 a.m. (CET) at the hotel Waldorf Astoria Amsterdam, Herengracht 542-556, 1017 CG Amsterdam, the Netherlands.

Agenda

1. Report of the Managing Board on the Company's 2023 financial year (discussion item)
2. Report on the Company's corporate governance structure and compliance with the updated
   Dutch Corporate Governance Code (discussion item)
3. Report of the Supervisory Board on the Company's 2023 financial year (discussion item)
4. Remuneration Report (advisory vote)
5. Adoption of the Remuneration Policy for the Supervisory Board (voting item)
6. Adoption of the Company's annual accounts for its 2023 financial year (voting item)
7. Adoption of a dividend (voting item)
8. Discharge of the member of the Managing Board (voting item)
9. Discharge of the members of the Supervisory Board (voting item)
10. Amendment to the Company's Articles of Association (voting item)
11. Adoption of the Remuneration Policy for the Managing Board (voting item)
12. Re-appointmentof Mr. Jean-Marc Chery as member and chairman of the Managing Board

(voting item)

1. Approval of the stock-based portion of the compensation of the President and CEO (voting item)
2. Appointment of Mr. Lorenzo Grandi as member of the Managing Board (voting item)
3. Approval of the stock-based portion of the compensation of the CFO (voting item)
4. Approval of a new Unvested Stock Award Plan for Management and Key Employees (voting item)
5. Re-appointmentof EY as external auditor for the 2024 and 2025 financial years (voting item)
6. Re-appointmentof Mr. Nicolas Dufourcq as member of the Supervisory Board (voting item)
7. Re-appointmentof Ms. Janet Davidson as member of the Supervisory Board (voting item)
8. Appointment of Mr. Pascal Daloz as member of the Supervisory Board (voting item)

21. Authorization to the Managing Board, until the conclusion of the 2025 AGM, to repurchase shares, subject to the approval of the Supervisory Board (voting item)

1. Delegation to the Supervisory Board of the authority to issue new common shares, to grant rights to subscribe for such shares, and to limit and/or exclude existing shareholders' pre- emptive rights on common shares, until the conclusion of the 2025 AGM (voting item)
2. Question time (discussion item)

This convocation, the agenda, the statutory annual accounts for the financial year 2023, which include the reports of the Managing Board and Supervisory Board, the explanatory notes, and the personal data the Jean-Marc Chery (in connection with his proposed re-appointment as member of the Managing Board) and the personal data of Janet Davidson, Nicolas Dufourcq and Pascal Daloz

STMicroelectronics N.V. - Annual General Meeting 2024

(in connection with their proposed (re)appointment as member of the Supervisory Board pursuant to Section 2:142 (3) of the Dutch Civil Code), as well as the other information included pursuant to law, are deposited for inspection by shareholders and other persons entitled to attend the AGM at the offices of the Company at Schiphol (Schiphol Boulevard 265, 1118 BH Schiphol Airport, the Netherlands) as of March 21, 2024 up to and including the date of the AGM. Copies of these documents are available for shareholders and other persons entitled to attend the AGM free of charge. These documents will also be available on the Company's website www.st.comas of the same date.

The Company's shares may be held either (i) as registered shares (the shareholders and other persons entitled to attend the AGM are then included in the Company's shareholders' register); or

1. in an account with an account holder or intermediary through Euroclear France S.A. ("Euroclear France") or Cede & Co. as nominee of the Depository Trust Company ("Cede & Co.") (the corresponding registered shares are then included in the Company's shareholders' register in the name of Euroclear France or Cede & Co., as the case may be). The holders of both registered shares and of shares held with an account holder or intermediary through Euroclear France or Cede & Co. are each hereinafter referred to as a "shareholder".

Record date

In accordance with Dutch law and article 30.2 of the Company's Articles of Association, persons entitled to attend and, to the extent applicable, vote at the AGM will be those who were recorded as having those rights on 24 April 2024 at close of markets (the "Record Date") in a register designated by the Managing Board for that purpose, regardless of whether they are shareholders or other persons entitled to attend general meetings of shareholders of the Company at the time of the AGM. This means that registered shareholders and other persons entitled to attend the AGM need to hold their shares in the capital of the Company or be otherwise entitled to attend general meetings of shareholders of the Company on the Record Date, but they do not need to continue to hold their shares or remain entitled until the AGM.

Registered Shareholders

Shareholders registered in the Company's shareholders' register kept at the Company's office at Schiphol, the Netherlands, will receive a letter from or on behalf of the Company by post containing an invitation for the AGM, including the agenda, and details of the procedure for registering for the AGM.

To be eligible to exercise voting rights in person at the AGM, shareholders registered in the Company's shareholders' register kept at the Company's office at Schiphol, the Netherlands, must complete and sign the attendance form, which they receive with the invitation and return it to the Company's registrar TMF Netherlands B.V. ("TMF") by post or e-mail (Herikerbergweg 238, 1101 CM Amsterdam, the Netherlands / e-mailregistrar.and.shareholder.services@tmf-group.com)no later than May 14, 2024, 5:00 p.m. (CET). TMF's receipt of the completed and signed form on time will constitute notice to the Company of the registered shareholder's intention to exercise its voting and meeting rights.

Shareholders registered in the Company's shareholders' register kept at the Company's office at Schiphol, the Netherlands, who wish to be represented by power of attorney at the AGM must

STMicroelectronics N.V. - Annual General Meeting 2024

complete and sign the power of attorney form, which they receive with the invitation and return it to TMF no later than May 14, 2024, 5:00 p.m. (CET), by post or e-mail. TMF's receipt of the completed and signed forms on time will constitute notice to the Company of the registered shareholder's intention to be represented by power of attorney.

Shareholders registered in the US part of the Company's shareholders' register will be contacted separately regarding their attendance, representation and/or voting at the AGM.

Shareholders holding through Euroclear France

Shareholders holding shares via an account with an account holder or intermediary through Euroclear France should contact their account holder or intermediary to receive instructions on how to obtain a power of attorney from Euroclear France in order to attend the AGM.

Shareholders holding shares via an account with an account holder or intermediary through Euroclear France who will not attend the AGM, but who would like to give voting instructions to Euroclear France to vote on their behalf, should also contact their account holder or intermediary to receive instructions.

Furthermore, TMF, Amsterdam, the Netherlands (tel. +31(0)20 575 7124 / e-mailregistrar.and.shareholder.services@tmf-group.com)can be contacted.

The written (completed and signed) request for a power of attorney or voting instructions, as the case may be, must be received by the relevant account holder or intermediary by May 14, 2024, 5:00 p.m. (CET).

Information on how to obtain a power of attorney from Euroclear France or to give voting instructions to Euroclear France will also be available on the Company's website mentioned above as of March 21, 2024.

Shareholders holding through Cede & Co.

Shareholders holding shares via an account with an account holder or intermediary through Cede & Co. will be contacted separately regarding their attendance and/or voting at the AGM.

Registration

Registration will take place at the hotel Waldorf Astoria Amsterdam, Herengracht 542-556, 1017 CG, Amsterdam, the Netherlands, between 10:00 a.m. and 10:45 a.m. (CET) on May 22, 2024. Once the AGM has started, registration is no longer possible.

Shareholders and other persons entitled to attend the AGM will be required to present valid identity papers when registering and are required to sign the attendance list. Shareholders holding shares through Euroclear France or Cede & Co. should provide appropriate evidence of ownership and authority to vote. Holders of a power of attorney are required to present a copy of their power of attorney.

The Supervisory Board

STMicroelectronics N.V. - Annual General Meeting 2024

March 21, 2024

STMicroelectronics N.V. - Annual General Meeting 2024