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<TYPE>EX-99
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<FILENAME>lon275358.txt
<DESCRIPTION>EXH. 99.4
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                                                                  EXHIBIT 99.4


                                Minutes of the
                    Annual General Meeting of Shareholders
                                      of
                               ASML Holding N.V.
                            held on March 25, 2003

Chairman: Mr. H. Bodt

General

Enclosed please find the Minutes of the Annual General Meeting of Shareholders
of ASML Holding N.V. ("ASML" or the "Company"), which meeting was held on
March 25, 2003. These Minutes have been prepared for information purposes only
and do not purport to be complete. These Minutes are qualified as a whole by
reference to the Annual Report on Form 20-F of ASML for the year ended
December 31, 2002 and other public filings made by ASML with the US Securities
and Exchange Commission ("SEC"). The official documents as filed with the SEC
are leading. ASML does not guarantee the comprehensiveness or accuracy of the
information contained in these Minutes, and has no obligation (and hereby
expressly rejects any obligation to this effect) to update or correct any of
the statements or information contained herein.

1.       Opening.

The Chairman opened the Annual General Meeting of Shareholders of ASML on
behalf of the Board of Management and the Supervisory Board and welcomed every
one present. Messrs. Dunn, Wennink, McIntosh, Van den Brink and Chavoustie
were present on behalf of the Board of Management; Messrs. Bergsma, Dekker,
Grassmann, Attardo, Westerburgen and the Chairman were present on behalf of
the Supervisory Board. Mr. Van Olffen, civil-law notary with De Brauw
Blackstone Westbroek, acted as Secretary of the meeting.

Before proceeding with the agenda, the Chairman gave the floor to Mr. Dunn,
who gave a presentation on the highlights of 2002.

Mr. Dunn started his presentation by giving an overview of the current status
of the semiconductor industry. At present, the industry is characterized by
weak demand, both among companies and consumers. There was a brief recovery in
2002, but this did not last. No rapid recovery is expected in the short term,
although there are cautious signs of slight growth.

There is demand for ASML's new products, although chip manufacturers are
hesitant when it comes to investing. Order lead times are getting shorter. The
sales prices of chips have decreased since the peak in 2000, causing the
margins of chip manufacturers to come under pressure. However, the volume of
chips sold shows a rising trend. It is expected that at a given point in time
chip manufacturers will need more capacity, but until that time ASML will need
to fight for every order.

ASML launched a large number of new products in 2001, and in 2002 ASML focused
on the further development of these products. As a result, production time and
installation time decreased and the performance of the systems improved.
Because of the mix of old and new, advanced products, ASML has been one of the
few companies in the market that has been able to increase its average selling
price. However, there is substantial competition and thus substantial price
pressure.

In 2002, ASML sold 205 systems, sales increased compared to 2001, cash was
generated and inventory management and cash management improved. While the
investments in the total semiconductor industry decreased considerably, ASML
was able to increase its sales in 2002 by 23%.

With regard to ASML's market share, Mr. Dunn showed that, regionally speaking,
ASML reinforced its position in China and that ASML has obtained a second
Japanese customer. In the area of technology the ASML TwinScan is the leading
product among the 300mm systems. 70% of the top 20 chip manufacturers are ASML
customers. Especially in Japan many customers can still be won.

Mr. Dunn then explained ASML's business and financial strategy and he stated
that in 2002 the strategic decision was taken to discontinue the Track
activities and to divest the Thermal division. In order to lower its
break-even point, ASML has, among others, improved efficiency within the
organization, specifically with respect to R&D programs and customer support.

Finally, Mr. Dunn presented an overview of the development of the backlog in
2001 and 2002, which illustrates the cyclical nature of the semiconductor
industry.

In connection with recent articles in the Dutch press, the Chairman gave a
brief explanation with respect to the extension of the ASML stock option
plans. The decision to extend the stock option plans was taken in the interest
of, and to motivate, the Company's employees, but certainly also in the
interest of ASML. Because of the short option exercise periods remaining and
the relatively high exercise prices, ASML was running the risk of having to
pay a considerable amount in taxes. At the time that the options were granted,
the Company granted the purchase price thereof to its employees as a loan. If
the options are not exercised, the loan is waived. The waiver of such a loan
is taxable. The extension of the option plans took place in consultation with
the tax authorities. The Chairman emphasized that the option extension applies
to all ASML employees (with the exception of the Board of Management with
regard to the option plans 1997 through 1999, see p. 5).

Mr. Wennink then started his presentation with the statement that 2002 had
been a good year as far as sales were concerned. This had to do with the large
share of leading-edge, and thus more expensive systems. In 2002, Asia was
ASML's most important market and China in particular became increasingly
important. The United States accounted for approximately a third of total
sales. The importance of Europe decreased in comparison with previous years.

With regard to the financials, Mr. Wennink said that sales increased by 23% in
2002. Gross profit decreased in 2002 compared to 2001 (excluding the provision
for restructuring). This decrease was caused by, among others, a provision for
slow-moving goods (in particular Steppers) and the mix of products. In 2002,
the Company sold a relatively large number of 300mm systems. When introducing
such a new system, the gross profit margins are on the low side. On average it
will take about two years to bring these margins to a normal level. R&D costs
decreased in 2002 by 10% as a result of restructuring, in which programs in
the United States and the Netherlands were integrated. The SG&A costs
increased due to legal costs in connection with the legal proceedings with
Nikon. Without these legal costs, the SG&A costs would also have decreased in
2002 as a result of cost savings. ASML suffered an operational loss of EUR 94
million. Without the provision taken for slow-moving goods, ASML would have
been profitable in the second half of 2002. Furthermore, Mr. Wennink explained
that the figures of Thermal and Track had been de-consolidated. These
activities account for a loss of about EUR 120 million in 2002.

Subsequently, Mr. Wennink presented the sales per model, which shows a shift
in the product mix to 300mm systems. This trend continued into 2003. Mr.
Wennink then discussed the Company's order backlog.

Next, Mr. Wennink explained the cash-flow overview and the balance sheet items
shareholders' equity, long-term liabilities, cash and working capital. Mr.
Wennink said that, assuming that 2003 will not be substantially better than
2002, he expected that the cash balance would be more than sufficient to repay
the convertible bonds due 2004 and to finance the working capital.

Then Mr. Wennink explained the developments within ASML with regard to
corporate governance, which developments are, among others, a consequence of
the US Sarbanes Oxley Act. ASML has decided to introduce quarterly reporting,
commencing with the first quarter of 2003. A Disclosure Committee has been
installed: an internal committee, which reviews ASML's annual report to
shareholders and other material investor communications. The meeting frequency
of the Supervisory Board and the Audit Committee increased. Insight has been
given into the remuneration of the members of the Board of Management and a
Code of Ethical Business Conduct has been introduced.

Mr. Dunn continued with an explanation of the Code of Ethical Business
Conduct, which was recently implemented and which applies to all ASML
employees worldwide. ASML has also made progress in the environmental and
health & safety areas, for example through obtaining the ISO 14001
certification for the Veldhoven site. The Company expects that the two most
important sites in the United States, Wilton and Tempe, will follow. There are
a number of issues where progress can still be made, provided that the
economic downturn must be considered. With respect to the Nikon litigation,
Mr. Dunn set out the current status: in the ITC case, an administrative law
judge ruled in favor of ASML on all claims filed against the Company by Nikon.
Nikon then appealed against this decision, which appeal was rejected by the
full International Trade Commission. Nikon has indicated that it will file an
appeal with the federal appeal court. In addition, lawsuits are still pending
in California, Japan and Korea.

Summarizing, Mr. Dunn remarked that, despite the economic situation, ASML
continues to supply leading-edge technology, aims to gain market share,
improve working capital and generate cash. ASML has the right product and Mr.
Dunn is confident in ASML's future.

The Chairman then gave the floor to civil-law notary Van Olffen, Secretary of
the meeting, so that he could establish whether the formal requirements for
convening the Company's General Meeting of Shareholders had been met, and to
announce the precise numbers of shareholders and voting members present at the
meeting.

Mr. Van Olffen said that he had established that at the start of the meeting
120 ASML shareholders were present or represented, together representing a
total capital of EUR 1,335,716.70, and entitled to cast 66,785,835 votes. Mr.
Van Olffen added that, where required, attendees entitled to cast votes by
proxy had submitted their written proxies to the Company and that these had
been shown to him. Mr. Van Olffen furthermore established that the legal and
statutory requirements relating to the convening, holding and attending of the
General Meeting of Shareholders of the Company had been met and that the
required documents had been made available for inspection at the places as
prescribed by Dutch law and the Company's articles of association.
Consequently, the meeting had been legally convened and was authorized to take
decisions relating to all agenda items. Finally, Mr. Van Olffen stated that,
according to the Chairman of ASML's Board of Management, the shareholders had
not exercised the right to propose additional agenda items.

The Chairman then moved on to agenda item 2.

2.       Financial statements and Annual Report 2002, report of the Board of
         Management on the activities of the Company during the 2002 financial
         year, report of the Supervisory Board, approval of the 2002 financial
         statements, as prepared in accordance with Dutch law.

The Chairman informed the meeting that ASML has again drawn up two sets of
annual accounts this year, one in accordance with Dutch GAAP and one in
accordance with US GAAP. This is further explained in both reports. It is
important to note that the Dutch GAAP annual accounts are the statutory annual
accounts, which are submitted to the shareholders for approval. These annual
accounts have been adopted by the Supervisory Board and were audited by
Deloitte & Touche, who have issued an independent unqualified auditors'
report. The annual accounts and the annual report have been made available for
inspection. The Chairman then said that the Supervisory Board recommended the
shareholders to approve the annual accounts, after which he gave those present
the opportunity to ask questions regarding the topics he had discussed and
which had been included in the agenda.

Mr. Stevense, representative of Stichting Rechtsbescherming Beleggers and a
private shareholder, thanked the Board of Management and all employees for
their efforts in the past year. He then made comments on the description of
the stock option plans in the annual report and on the minutes of the
shareholders' meeting of 2002. Mr. Stevense mentioned that he was pleased with
the introduction of quarterly reporting, and said that he regretted the fact
that the annual report had only been published in English. Mr. Stevense then
asked questions about the protection of technology developed by suppliers and
about the R&D budget. He then inquired about the acquisition of SVG and the
current reorganization. In addition, Mr. Stevense inquired whether the
Supervisory Board avails of sufficient instruments to carry out its
supervisory task and asked a question about the interaction between the
Supervisory Board and the Company's independent auditors. Finally, Mr.
Stevense inquired whether, and if so, when ASML would commence reporting in
accordance with IAS.

With respect to the stock option plans, Mr. Wennink replied that in accordance
with US GAAP, ASML accounts for its stock options under the intrinsic value
method and discloses the pro forma effects of SFAS 123 in the notes to the
financial statements. Mr. Wennink then pointed out the importance of the
option plans as an instrument to commit and motivate the Company's employees.
Mr. Wennink added that the extension of the option plans 1997 through 1999 has
not been applied to the members of the Board of Management.

With respect to the question about publication of the annual report only in
English, Mr. Wennink remarked that this decision was taken because of an
increase in the number of notes to the accounts and the fact that the annual
accounts are becoming more and more technical. As a result, the translation is
becoming increasingly difficult and thus the risk of interpretation
differences between the English and the Dutch version increases .In this way,
ASML wants to exclude this risk.

Mr. Wennink furthermore explained that ASML is the owner of patents that may
result from research work ordered, and paid for, by ASML.

For the time being, ASML expects to continue using US GAAP as the main
accounting method, as ASML's "peer companies" report under US GAAP as well. In
2005, ASML expects to switch over to IAS with regard to the Dutch statutory
annual accounts.

Mr. Dunn first of all discussed R&D investments and the importance of
nano-technology. The cost reductions do not affect ASML's R&D programs.
However, efficiency has been improved by consolidation, as a result of which
cost savings were nevertheless realized. Should ASML's customers discontinue
R&D programs, ASML will align its programs to this, so that the right
technology will be available at the right time.

Mr. Dunn then confirmed that the Track activities had been discontinued and
that the Thermal division will be divested. Mr. Dunn then answered the
question about SVG by saying that the acquisition of SVG positively affected
ASML's relations with existing and potential US customers. In addition, Mr.
Dunn pointed to the importance of Wilton for ASML's R&D and production
activities as positive effects of the acquisition of SVG.

The Chairman then answered the question about the Supervisory Board and the
independent auditors by saying that, both domestically and internationally, a
new approach to corporate governance issues is developing. The frequency, and
level of detail, of the discussions between the Supervisory Board, the Board
of Management and the Company's independent auditors has increased. The
Supervisory Board looks at the Company with some degree of distance and is
kept informed by the Board of Management and the Company's independent
auditors. The Supervisory Board is satisfied with the interaction with the
Board of Management and the Company's independent auditors, among others
because of the attention that the Board of Management and the independent
auditors give to the Company's business processes. In this respect, the
Chairman subsequently referred to an article in the press on proposed new US
rules relating to director independence, and the possible consequences of
these proposed rules for ASML's governance. The relevant article was published
following a letter that ASML sent to the SEC, in which ASML asked the SEC to
consider, in connection with the preparation of final rules, the Dutch
regulations and practices with respect to directors' participation on boards
of foundations affiliated with a company.

Mr. Stevense then asked a question regarding independence of executive and
nonexecutive directors who are also board member of foundations affiliated
with the Company. The Chairman answered that the situation at ASML is in
accordance with Dutch legislation. Should changes occur which no longer allow
such a structure, ASML will take appropriate measures. As yet the current
situation will be maintained.

Mr. Will, representative of a German shareholders association and a private
shareholder, made a number of comments about the annual report, the reporting
frequency and the cyclical nature of the semiconductor industry. In addition,
Mr. Will asked whether, in hindsight, the SVG acquisition had been a good
investment, and he asked a question about the likelihood of future patent
infringement lawsuits and the costs involved with the current lawsuits. Mr.
Will also asked whether a provision should be taken in connection therewith.
Furthermore, Mr. Will was interested to know how much ASML's market share
could grow and what the general growth opportunities for ASML are. He also
remarked that he did not agree with the extension of the Company's stock
option plans. Finally, Mr. Will stated that he believed that ASML should pay
more attention to its shareholders.

Mr. Dunn informed the meeting that at the time that the memorandum of
understanding with respect to the SVG merger was executed, no one could have
foreseen the significant downturn in the semiconductor industry. In addition,
Mr. Dunn again emphasized that the former SVG employees are making a
significant contribution to ASML's current R&D programs and production.

Regarding the question on patent infringement cases, Mr. Dunn answered that
ASML is working very hard on building up a strong patent portfolio. It is not
predictable whether there will be additional infringement lawsuits in the
future. In addition, Mr. Dunn answered the question regarding the costs for
current lawsuits and said that no provision has been taken for future legal
costs.

Mr. Dunn furthermore said that most chip manufacturers have several suppliers.
ASML's market share could still grow. In aiming to increase its market share,
ASML focuses in particular on Japan, China and Intel.

Mr. Wennink then addressed the remark about the stock option plans. An
important element is that ASML employees have bought the options from their
salary or bonus. The stock option plans are an important part of the
employment conditions at the Company and enable ASML to compete in the labor
market. In addition, through the stock option plans, the Company's employees
are incentivized to help bring ASML's share price to a certain level. The
remark regarding the importance of shareholders was taken to heart.

Mr. Van der Bent, representative of the Vereniging van Beleggers voor Duurzaam
Ondernemen ("VBDO"), remarked that he was pleased with the introduction of the
Code of Ethical Business Conduct, as well as with the simultaneous publication
of the Company's annual financial, environmental and social reports. Mr. Van
der Bent asked when, in addition to the Veldhoven site, the other ASML sites
will be ISO 14001 certified. In addition, Mr. Van der Bent asked whether, and
if so when, a social management system will be introduced at all sites, in
what manner compliance by suppliers with the Code of Conduct will be monitored
and what the possible consequences of non-compliance will be. Furthermore, Mr.
Van der Bent asked whether the GRI standard was used for social and
environmental reporting, what ASML's vision is with respect to sustainability,
and when external review of the annual social and environmental reports will
take place. Finally, Mr. Van der Bent remarked that according to the VBDO
there are a number of ambiguities in the annual social and environmental
reports, and he asked whether there was a possibility to make an appointment
to discuss ASML's social and environmental policy and reports in more detail.

Mr. Dunn answered that procedures are currently ongoing for the ISO 14001
certification of the sites in Tempe and Wilton, after Veldhoven the most
important ASML sites. It is difficult to indicate when both sites will be
certified. After that, the other, smaller, sites will follow. In addition, Mr.
Dunn said that long-term agreements, that contain environmental paragraphs,
have been concluded with around ten important suppliers so far. The Company
expects that around another ten of such agreements may be concluded in the
short term. Suppliers know what ASML expects of them. However, suppliers have
not yet been reviewed. With regard to the GRI guidelines, Mr. Dunn stated that
considerable progress has been made in the past two years, despite the poor
market conditions. ASML has a vision with respect to sustainability, but this
still has to be implemented in the organization. Mr. Dunn furthermore
mentioned that he is willing to have a meeting with the VBDO about ASML's
social and environmental policy. Mr. Dunn finally said that the annual social
and environmental reports are expected to become subject to external review in
the future. However, no indication can be given with respect to the timing
thereof; for now, no external review will take place.

Mr. Bourguignon, representative of the Vereniging van Effectenbezitters
("VEB"), and representing 462 shareholders with a total of 481,544 shares,
remarked that the profits made and the losses suffered during the period 1995
through 2002 almost cancel each other out, as a result of which shareholders
are, according to Mr. Bourguignon, not really any better off. He then asked
whether the tax-offsettable losses have already been activated and commented
that, according to the VEB, the paragraph in the annual report dealing with
the financial criteria is vague. Mr. Bourguignon then asked whether ASML
intends to introduce a dividend policy in the future, and who ASML's major
shareholders are. Mr. Bourguignon regretted the fact that there was only an
English version of the annual report and wondered whether it would be possible
to publish a Dutch version on the Internet. Mr. Bourguignon was pleased with
the decrease of SG&A costs and asked what the target is for these costs. Mr.
Bourguignon furthermore stated that the VEB is opposed to the extension of
stock option plans, and he wondered whether the intrinsic value could become
fair value in the future. Mr. Bourguignon was pleased with the introduction of
quarterly reporting and finally asked whether provisions could be expected in
connection with the divestiture of the Thermal division.

Mr. Wennink answered that the Company's balance sheet reflects certain tax
assets, as, based on its analysis, management believes that the relevant tax
losses will be offset by future taxable income. This procedure is in
compliance with US rules. ASML does not believe that the tax credits need to
be offset by a provision. With respect to specific financial objectives, Mr.
Wennink explained that ASML looks at the return on invested capital, for which
the Company uses an internal target based on performance among peer companies.
Mr. Wennink then said that per end December 2002 SG&A costs were approximately
13% of total sales. At this moment there is no reason for an extra provision
for the divestiture of the Thermal division. The costs for the stock option
plan extensions will not be reflected on the balance sheet or profit and loss
account.

Mr. Bourguignon then suggested to put the stock option plans on the agenda.

The Chairman answered that this point would be taken into consideration, and
remarked that one should also consider the fact that employees had, among
others, paid for their stock options from their profit-sharing bonus, so that
there is also a cost-saving effect for the Company.

With respect to the Company's dividend policy, Mr. Dunn said that in principle
ASML would not be against the concept, but that until now, and certainly in
the current circumstances, there is a need to invest as much as possible in
the Company.

Mr. Wennink then listed the biggest shareholders in ASML: Capital, Fidelity
and Philips.

Next, Mr. Stevense asked a number of questions relating to the repayment of
the Company's convertible bonds due 2004, the profitability of ASML's service
business, the coverage of a retirement funding deficit, if any, and the
signature of the Company's independent auditors under the annual accounts.

Mr. Wennink replied that there are sufficient funds to repay the convertible
bonds that will become due in 2004, even if the level of the Company's
business activities will not increase. In addition, Mr. Wennink replied that
the Company does not have a retirement funding deficit, as ASML has a defined
contribution pension plan. Furthermore, he replied that the Company's annual
accounts are signed on behalf of an accounting firm, rather than on behalf of
an individual accountant.

The Chairman added that the signature, indicating that a reputable accounting
firm is comfortable with the annual accounts, suffices. Finally, the Chairman
underlined the importance of ASML's service activities as a future source of
income as well as a means to increase customer satisfaction.

After this round of questions, the Annual General Meeting of Shareholders
resolved by acclamation to approve the annual accounts for the 2002 financial
year.

3.       Discharge of the Board of Management and the Supervisory Board from
         liability for the financial year 2002.

The Chairman proposed to the meeting to resolve by acclamation to discharge
the Board of Management for their management of the Company's affairs and the
Supervisory Board for their supervision thereof during the 2002 financial
year.

Mr. Russ said that he voted by proxy against the proposal for 1,625,425 shares
and abstained from voting for 503,258 shares. The Chairman said that this
would be noted.

The General Meeting of Shareholders then decided by acclamation to grant full
discharge to the members of the Board of Management and the Supervisory Board
for the performance of their respective duties during the 2002 financial year.

4.       Composition of the Supervisory Board.

The Chairman then informed the meeting that Messrs. Dekker and Grassmann would
retire by rotation this year and that both were available for re-election.

The Chairman said that, in view of the valuable contribution of both gentlemen
to the Supervisory Board and ASML, the Supervisory Board, after careful
consideration, wishes to reappoint Messrs. Dekker and Grassmann.

The Chairman then explained that the members of ASML's Supervisory Board are
appointed by the Supervisory Board itself. The General Meeting, the Works
Council and the Board of Management have the right to recommend individuals
for appointment to the Supervisory Board. Neither the Works Council nor the
Board of Management has invoked this right. The Works Council and the General
Meeting also have the right to object to the proposed reappointments. The
Works Council has indicated that it has no objection to the proposed
reappointment of Messrs. Dekker and Grassmann.

The Chairman said that, if also the General Meeting would not recommend anyone
for appointment and would not object to the proposed reappointments, the
Supervisory Board desired to reappoint Messrs. Dekker and Grassmann, as of the
day of the General Meeting of Shareholders, as members of the Supervisory
Board, and that reappointment proposals, together with the personal data of
Messrs. Dekker and Grassmann, had been made available for inspection at the
prescribed locations.

The Chairman then gave the shareholders the opportunity to pose questions.

Mr. Bourguignon asked whether ASML has adopted any Supervisory Board rules
that provide for a maximum period during which members are allowed to serve on
the Supervisory Board. The VEB believes that the maximum period during which
members are allowed to serve on a Supervisory Board should be 12 years.

The Chairman replied that at ASML there is no maximum period during which
members are allowed to serve on the Supervisory Board. As ASML's initial
public offering took place in 1995, the 12 year maximum suggested by the VEB
is not relevant yet.

The General Meeting of Shareholders then decided by acclamation to refrain
from using its right of recommendation and not to object to the proposed
reappointment of Messrs. Dekker and Grassmann as members of the Supervisory
Board of ASML.

5.       Remuneration of the Supervisory Board.

The Chairman proposed to increase the annual compensation of the members of
the Supervisory Board by Euro 10,000 per committee membership effective as of
the current year. The reason for this proposal is the increase of tasks and
responsibilities, among others in connection with the developments in the
Netherlands and Europe in the field of corporate governance, and in connection
with recent legislative developments in the US, such as the Sarbanes-Oxley
Act. At the same time, compensation is brought in line with general practice
at other publicly traded companies.

The Chairman then gave the shareholders the opportunity to pose questions.

Mr. Russ said that he voted against the proposal for 10,640 shares and that he
abstained from voting for 340,000 shares. The Chairman noted this.

The meeting then resolved by acclamation to increase the remuneration of the
members of the Supervisory Board by Euro 10,000 per committee membership
effective as of the current year.

6. Proposal to extend the option right of the Stichting Preferente Aandelen
ASML.

The Chairman explained that it is proposed to extend the option right of the
Stichting Preferente Aandelen ASML, so the Stichting Preferente Aandelen ASML
may subscribe for such a number of cumulative preference shares in the capital
of the Company as the Stichting Preferente Aandelen ASML will require,
provided, however, that such number of cumulative preference shares not placed
with the Company itself, shall not exceed the number of ordinary shares which
has been issued at the moment of exercising the aforementioned right, subject
to the obligation of the Stichting Preferente Aandelen ASML to pay upon the
cumulative preference shares 25% of the nominal value in cash, when
subscribing for those shares.

On April 2, 1998 the General Meeting of Shareholders granted an option to the
Stichting Preferente Aandelen ASML up to a maximum of 300,000,000 cumulative
preference shares. At the time, adjustments to the Company's authorized share
capital as a result of, for instance, stock splits were not taken into
account. ASML would now like to rectify this.

Mr. Bourguignon, representing 481,544 shares, said that the VEB is against the
proposal, as only 25% of the nominal value of the cumulative preference shares
needs to be paid by the Stichting Preferente Aandelen ASML upon issue of the
cumulative preference shares.

Mr. Russ said that he voted against the proposal for 3,292,759 shares and that
he abstained from voting for 340,000 shares. Mr. Mews voted against for
349,092 shares. Mr. Balk voted against the proposal for 171,598 shares and Mr.
Smits voted against for 1,053,662. The Chairman said that this would be noted.

The meeting then resolved by acclamation to extend the option right of the
Stichting Preferente Aandelen ASML in conformity with the proposal contained
in agenda item 6.

7.       Proposal to authorize the Board of Management for a period of 18
         months from March 25, 2003 to issue shares or rights to subscribe for
         shares in the capital of the Company, as well as to restrict or
         exclude the pre-emption right accruing to shareholders, which
         authorization will be limited to (i) 10% of the paid-up capital at
         the time of the authorization, plus (ii) an additional 10% of the
         paid-up capital at the time of the authorization, which 10% can only
         be used in connection with, or on the occasion of, mergers and/or
         acquisitions.

The Chairman said that this was a routine proposal and then gave the attendees
the opportunity to pose questions.

Mr. Mews said that he voted against the proposal for 67,452 shares. Mr. Russ
voted against for 2,377,843 shares and abstained from voting for 340,000
shares. The Chairman said that this would be noted.

The meeting then decided by acclamation to authorize the Board of Management
to issue shares or rights to shares, as well as to limit or exclude the
pre-emption right, for a period of 18 months, commencing on March 25, 2003, in
accordance with the proposal as included in the agenda.

8.       Proposal to authorize the Board of Management for a period of 18
         months from March 25, 2003, to acquire such a number of shares in the
         Company as permitted within the limits of the law and the articles of
         association of the Company, for valuable consideration, on Euronext
         Amsterdam N.V. or the Nasdaq National Market or otherwise, at a price
         between, on the one hand, an amount equal to the par value of the
         shares and, on the other hand, an amount equal to 110% of the market
         price of these shares on Euronext Amsterdam N.V. or the Nasdaq
         National Market.

As this was also a routine proposal, the Chairman referred to the text in the
agenda and did not further discuss the proposal. The Chairman then gave those
present the opportunity to pose questions.

Mr. Russ said that he abstained from voting for 340,000 shares. The Chairman
said that note would be taken hereof.

The meeting then decided by acclamation to authorize the Board of Management
to buy shares in the Company for a period of 18 months commencing March 25,
2003 in accordance with the proposal as set out in the agenda.

9.       Any other business

The Chairman gave those present the opportunity to pose questions concerning
matters that had not yet been discussed during the meeting.

Mr. Slik, a private shareholder, inquired about articles in the press on the
development of alternative production methods for lithography systems and the
possible impact on ASML thereof. Mr. Van den Brink answered the question.

Mr. Troost, a private shareholder, wondered to what extent ASML can still
follow Moore's law, or what ASML's contribution is to Moore's law. Mr. Dunn
answered that ASML is indeed a leading pursuer of Moore's law. One can
speculate with regard to the question as to how long Moore's law can still
continue. In any case, Mr. Dunn expects that Moore's law may be somewhat
delayed as a result of economic conditions.

Mr. Maas, a private shareholder, suggested holding a preliminary meeting in
the future with regard to Item 2 of the agenda in view of the large number of
questions. The Chairman pointed out the importance of the shareholders' right
to speak during the meeting of shareholders.

The Chairman established that there were no further questions.

10.      Closing

The Chairman thanked those present for their attendance and then closed the
meeting.

These minutes contain certain 'forward-looking' statements as referred to in
the Private Securities Litigation Reform Act of 1995. These statements are
based on expectations of the Company's management as these existed at that
time, and are subject to risks and uncertainties including - but not limited
to - economic conditions, product demand and industry capacity, competitive
products and pricing, manufacturing efficiencies, new product development,
ability to enforce patents, availability of raw materials and critical
manufacturing equipment, trade environment and other risks indicated in
filings with the US Securities and Exchange Commission. Actual results may
vary considerably from the expectations included in this document. The
'forward-looking' statements included in this document also contain statements
regarding future financial and operating results and future products. ASML
does not have any obligation whatsoever (and hereby explicitly rejects any
obligation in this respect) to update or amend these 'forward-looking'
statements, either as a result of new information or due to future events, or
in any other way.



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