Tokyo Electron : Notice of fiscal year 2023 annual general meeting of shareholders（729KB）

1

World Headquarters

3-1 Akasaka 5-chome,Minato-ku

Tokyo 107-6325, Japan

Tel:[phone]

ISIN	JP3571400005
SEDOL	6895675
TSE	8035

May 30, 2023

NOTICE OF FISCAL YEAR 2023 (the 60th FY)

ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Our Shareholders:

We are pleased to announce that the 60th Annual General Meeting of Shareholders (the "AGM") of Tokyo Electron Ltd. ("TEL") will be held on Tuesday, June 20, 2023, at 10:00 a.m. Japan standard time, at PALACE HOTEL TOKYO, located at 1-1 Marunouchi 1-chome,Chiyoda-ku, Tokyo.

Shareholders will also be asked to vote upon the following Agenda:

1. Election of Six Corporate Directors
2. Election of Two Audit & Supervisory Board Members
3. Payment of Bonuses to Corporate Directors for the 60th Fiscal Year
4. Issuance of Share Subscription Rights as Stock-Based Compensation to Corporate Directors
5. Issuance of Share Subscription Rights as Stock-Based Compensation to Executives of the Company and its Subsidiaries

In convening this AGM, we have taken measures for providing information for this AGM electronically, and have posted this information in the form of "Notice of fiscal year 2023 annual general meeting of shareholders" on our website. Please access the following TEL's website to confirm the information.

TEL's website https://www.tel.com/ir/stocks/asm/index.html

In addition to TEL's website, the matters provided electronically are also posted on the Tokyo Stock Exchange's website. Please access the following Tokyo Stock Exchange's website (Listed Company Search), input "Tokyo Electron" in the issue name (company name) or "8035" in the code, click on "Search" and "Basic information" in that order, and then select "Documents for public inspection/PR information."

Tokyo Stock Exchange's website (Listed Company Search) https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

You may exercise your voting rights in advance in writing or via the Internet, etc. Please refer to the following Information Relating to Annual General Meeting of Shareholders, and exercise your voting rights by 5:30 p.m. on Monday, June 19, 2023 (Japan standard time).

As part of our ongoing effort to improve the quality of communications with our foreign investors and to increase the participation of those investors and to exercise your voting rights at the AGM, Tokyo Electron Ltd. has appointed IR Japan, Inc. as our Global Information Agent in connection with the shareholder meeting. We realize that many shareholders do not vote at Japanese Shareholders Meeting due to the volume of meetings and timing concerns. Therefore, we attach special importance to your vote, and hope that you will continue to distinguish yourselves from the shareholders of many other institutions, who, unfortunately, do not participate.

Should you have any questions, please contact IR Japan, Inc.'s New York Branch at (1) -212-404-2390 or Tokyo Head Quarters at (81) -3-3519-6721, or e-mail to [e-mail] English language proxy material is available on Tokyo Electron's website at "https://www.tel.com/", for your reference and convenience.

2

World Headquarters

3-1 Akasaka 5-chome,Minato-ku

Tokyo 107-6325, Japan

Tel:[phone]

IT IS IMPORTANT THAT YOU PARTICIPATE AT THE 2023 AGM, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. IF YOU ARE UNABLE TO ATTEND THE AGM, PLEASE CONTACT YOUR BROKER OR CUSTODIAN WITH YOUR VOTING INSTRUCTIONS AS SOON AS POSSIBLE.

*NOTE: A shareholder is entitled to vote per unit of shares, with each unit consisting of one hundred (100) shares.

Sincerely,

Toshiki Kawai

Representative Director, President & CEO

Tokyo Electron Ltd.

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World Headquarters

3-1 Akasaka 5-chome,Minato-ku

Tokyo 107-6325, Japan

Tel:[phone]

This is a summary translation of a notice in Japanese language distributed to Japanese shareholders and provided for the convenience of foreign shareholders. The Japanese version is the official, legal document. Please vote by using the form or Internet websites etc. by 5:30 p.m. on Monday, June 19, 2023 (Japan standard time).

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World Headquarters

3-1 Akasaka 5-chome,Minato-ku

Tokyo 107-6325, Japan

Tel:[phone]

Information Relating to Annual General Meeting of Shareholders

Proposal and information

Items to be reported:

1. Report on the business report, the consolidated financial statements for FY2023 (the 60th FY; from April 1, 2022 to March 31, 2023), and the reports of Accounting Auditors and the Audit & Supervisory Board on the results of audits for consolidated financial statements.
2. Report on the financial statements for FY2023 (the 60th FY; from April 1, 2022 to March 31, 2023).

Proposal 1: Election of Six Corporate Directors

At the conclusion of the Annual General Meeting of Shareholders, the term of office for all six Corporate Directors will expire. Therefore, we ask you to agree to elect six Corporate Directors including three Outside Directors.

The candidates for Corporate Directors are as follows.

				Present position in the
No.		Name		Company and
				responsibilities*
		Mr. Toshiki		Representative Director
1		Kawai		President & CEO
				Corporate Officer
		Mr. Sadao		Representative Director
2		Sasaki		Senior Executive Vice
			President
				Corporate Officer
		Mr. Yoshikazu		Corporate Director
3		Nunokawa		Chairman of the Board of
				Directors
		Mr. Michio	[Outside	Outside Director
4		Sasaki	Director]
		[Independent
			Director]
		Ms. Makiko	[Outside	Outside Director
5		Eda	Director]
		[Independent
			Director]
	< Re-nominated>	Ms. Sachiko	[Outside	Outside Director
6		Ichikawa	Director]
		[Independent
			Director]

• Present position in the Company and responsibilities are at time of the sending of this notice.

				5
World Headquarters
3-1 Akasaka 5-chome,Minato-ku
Tokyo 107-6325, Japan
Tel:[phone]
	No.	Name	Brief Personal History	Number of the
		(Date of birth)	(Position in the Company and significant concurrent posts)	Company's
				shares owned
				by candidate
	1	Mr. Toshiki Kawai	April 1986
		(August 26, 1963)	Joined Tokyo Electron Ltd.
			October 2010
			Vice President & General Manager, Thermal Processing
			Systems Business Unit, Tokyo Electron Ltd.
			Vice President & General Manager, Single Wafer
			Deposition Business Unit, Tokyo Electron Ltd.
			April 2012
			Vice President & General Manager, Surface Preparation
			Systems Business Unit, Tokyo Electron Ltd.
			June 2015
			Senior Executive Vice President & COO, Tokyo Electron	31,400
			Ltd.
			January 2016
			President & CEO, Tokyo Electron Ltd.
			(Present position)
			June 2022
			Corporate Officer, Tokyo Electron Ltd.
			(Present position)
			(Position in the Company)
			Representative Director, President & CEO
			Corporate Officer
		[Reason for selection as Corporate Director nominee]
		Having conducted global sales of semiconductor manufacturing equipment and performing
		management duties in multiple business units in this business, Mr. Kawai possesses ample
		experiences and record of achievement. In addition, he has demonstrated strong leadership as CEO
		in executing management duties. With the expectation of leveraging these experiences and
		achievement in decision making concerning the Group management policies toward enhancing
		corporate value, we nominate him as a Corporate Director.