SOITEC : Soitec's Board of Directors calls on shareholders to take part in the vote for the second Extraordinary General Meeting on April 29, 2016

Not for publication, release or distribution directly or indirectly in the United States, Canada, Australia or Japan. This press release is not an offer of securities, or a solicitation for purchase, subscription or sale of securities in the United States or in any other jurisdiction in which it would be unlawful to do so. 

Soitec's Board of Directors calls on shareholders to take part in the vote for the second Extraordinary General Meeting on April 29, 2016

Bernin, France, April 15, 2016 - Soitec (Euronext Paris), a world leader in manufacturing innovative semiconductor materials, will hold another Extraordinary General Meeting on Friday April 29 on second notice. Said Extraordinary General Meeting has been convened in order to vote on the only two resolutions (the 7^th and 8^th resolutions) that could not be voted on during the Combined General Meeting of April 11 due to lack of quorum, as Bpifrance Participations could not vote on these two resolutions respectively relating to the approval of the recapitalization transaction as a whole and to the reserved capital increase in favor of Bpifrance Participations.

Shareholders who have already voted remotely during the Combined General Meeting of April 11 (either by post or via the internet) or have appointed a proxy, do not need to take further action: their votes and proxies remain valid for the meeting of April 29. However, shareholders who appointed a proxy other than the Chairman are invited to contact their proxy to ensure that he or she will take part in the vote on April 29.

The Board of Directors invites all other shareholders, i.e. those who did not take part in the Combined General Meeting of April 11 but also those who attended said meeting in person, to take part in the General Meeting convened for April 29 on second notice:

• Shareholders who already have an admission card for the Combined General Meeting of April 11 do not need to request another admission card if they wish to attend the April 29 meeting in person. They can also choose to vote by post, by returning their form to their authorized intermediary (for bearer shareholders) or directly to BNP Paribas Securities Services (CTS Assemblées Générales - Les Grands Moulins de Pantin - 9, rue du Débarcadère - 93761 Pantin Cedex), for registered shareholders.
• Shareholders who did not take part in the Combined General Meeting of April 11 (and did not ask for an admission card for the Combined General Meeting of April 11) may choose to take part in any way (attend the meeting in person, vote by post, via the internet or appoint a proxy) and are encouraged to vote via the internet. Online voting via the VOTACCESS platform will end at 3pm Paris time on April 26. However, to avoid any overloading of the Votaccess site, shareholders are advised to vote before April 26.

The Combined General Meeting convened on first notice on April 11, 2016 was convened to decide upon all the resolutions required for the implementation of Soitec's planned capital increases^[1]. Said capital increases were announced on February 10, 2016 and are intended to raise between €130 million and €180 million, including €76.5 million via reserved capital increases. At the Combined General Meeting convened on first notice on April 11, 2016, shareholders widely approved the resolutions that had beensubmitted to them - which did not include the 7^th and 8^th resolutions - with between 86% and 99% voting in favor of them.

The second notice convening the meeting, including the agenda and the text of the 7th and 8th resolutions (identical to the text included in the first notice convening the meeting published in the Bulletin des Annonces Légales Obligatoires on March 21, 2016) has been published in today's Bulletin des Annonces Légales Obligatoires. Shareholders can download the voting form and view the documents relating to the General Meeting and the planned capital increases on the website dedicated to the transaction that can be accessed from Soitec's homepage at www.soitec.com.

If shareholders have any questions, they are invited to call +33 1 70 79 13 15 or to email them to investors@soitec.com.

Soitec S.A. draws the public's attention to the "Risk factors" sections of the prospectus granted visa no. 16-085 dated March 18, 2016 by the AMF, set out in chapter 4 of the registration document filed with the AMF on June 10, 2015 under no. D.15-0587 and of its update filed with the AMF on March 7, 2016 under no. D-15-0587-A01 as well as in chapter 4 of the offering memorandum included in the prospectus. The realization of one or several of these risks is likely to have a material adverse impact on the business, assets, financial situation, results or prospects of the Soitec group as well as on the market price of the Soitec S.A. shares. Copies of the prospectus are available free of charge at the registered office of the Company, Parc Technologique des Fontaines, Chemin des Franques, 38190 Bernin, on its website (www.soitec.com) and on the AMF website (www.amf-france.org).

Important Notice

This document constitutes an advertisement and not a prospectus.

No communication or other information related to this transaction or to Soitec S.A. may be transmitted to the public in a country in which any approval or registration is required. No steps to such end have been taken or will be taken by Soitec S.A. in any country in which such steps would be required (other than France).

This press release and the information contained herein do not constitute and cannot be construed as a public offer, an offer to sell or subscribe or a solicitation of an order to purchase or subscribe securities in any country other than France.

This press release does not constitute an offer or a solicitation to sell or subscribe for securities requiring a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and Council dated November 4, 2003, as amended, including by Directive 2010/73/EU insofar as said Directive has been implemented in the Member States of the European Economic Area (together, the "Prospectus Directive", such expression including any relevant implementing measure in each member State of the European Economic Area).

With respect to the member states of the European Economic Area other than France (each a "Member State") having implemented the Prospectus Directive, no action has been or will be taken in order to permit a public offer of the securities which would require the publication of a prospectus in any Member State. In each Member State, the information contained herein is addressed solely to persons who are "qualified investors" within the meaning of the Prospectus Directive.

The securities mentioned in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, or sold in the United States in the absence of such registration or an applicable exemption from the registration requirement under the Securities Act. Soitec S.A. does not intend to register any portion of the planned offering in the United States or to conduct a public offering of securities in the United States.

This press release is neither an invitation to commit to, nor is it intended to encourage an investment activity for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"). This press release is directed only at (i) persons outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) persons referred to in Article 49(2) (a) to (d) of the Order (high net worth entities, non-registered associations, etc.) and (iv) other persons to whom this document may be lawfully communicated (all persons listed in (i), (ii), (iii) and (iv) above being referred to as "Relevant Persons"). The securities of Soitec S.A. described herein are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person must not act or rely on this document or any of its contents.

The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Persons physically located in such jurisdictions in which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations.

This press release must not be published, released or distributed, directly or indirectly, in Australia, Canada, Japan or the United States.

About Soitec
Soitec (Euronext, Paris) is a world leader in manufacturing innovative semiconductor materials. The company uses its unique technologies to serve the electronics and energy markets. With 3,600 patents worldwide, Soitec's strategy is based on disruptive innovation to respond to its customers' needs for high performance, energy efficiency and cost competitiveness. Soitec has manufacturing facilities, R&D centers and offices in Europe, the US and Asia. For more information, please visit www.soitec.com.

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