Tokyo Electron : Voting result of fiscal year 2023 annual general meeting of shareholders（144KB）

June 22, 2023

Tokyo Electron Limited

Toshiki Kawai

President & CEO

VOTING RESULT OF

FISCAL YEAR 2023 (the 60th FY) ANNUAL GENERAL MEETING OF SHAREHOLDERS

All of the proposed items were approved at the Fiscal Year 2023 Annual General Meeting of Shareholders held on June 20, 2023.

1. Date for the Fiscal Year 2023 Annual General Meeting of Shareholders: June 20, 2023
2. Matters resolved:

Item 1: Election of Six Corporate Directors

The proposed item was approved and resolved as submitted, and Toshiki Kawai, Sadao Sasaki, Yoshikazu Nunokawa, Michio Sasaki, Makiko Eda, and Sachiko Ichikawa were elected and assumed office as Corporate Directors.

Item 2: Election of Two Audit & Supervisory Board Members

The proposed item was approved and resolved as submitted, and Kazushi Tahara and Yutaka Nanasawa were elected and assumed office as Audit & Supervisory Board Members.

Item 3: Payment of Bonuses to Corporate Directors for the 60th Fiscal Year

The proposal of paying 987.3 million yen cash bonuses to three Corporate Directors (excluding three Outside Directors) in office at the end of the 60th fiscal year as the cash bonus portion of annual performance-linked compensation was approved and resolved as submitted.

Item 4: Issuance of Share Subscription Rights as Stock-Based Compensation to

Corporate Directors

The proposal of granting share subscription rights as stock compensation-based stock option portion of annual performance-linked compensation of no more than 986 million yen and a total of no more than 75,600 shares to three Corporate Directors (excluding three Outside Directors) and authorizing the Board of Directors to make resolutions related to solicitation of applications for the share subscription rights in accordance with the provisions of Articles 236, 238, and 239

of the Companies Act was approved and resolved as submitted.

Item 5: Issuance of Share Subscription Rights as Stock-Based Compensation to

Executives of the Company and its Subsidiaries

The proposal of authorizing the Board of Directors as in Item 4 to make resolutions related to solicitation of applications for the share subscription rights to be issued as stock compensation- based stock option to Corporate Officers, executive officers, and senior employees of the Company and corporate directors and executive officers, senior employees of its subsidiaries in a total of no more than 204,900 shares was approved and resolved as submitted.

1. The number of votes for or against, or abstentions on each proposal, requirements for approval and voting results:

	Number of votes	Number of votes	Number of	Requirements	Voting results and
Matters resolved	ratio of voting for
for proposal	against proposal	abstentions	for approval
	proposal (%) Note 4
Item 1
Toshiki Kawai	1,243,858	59,639	3,240		Approved	95.00
Sadao Sasaki	1,285,983	16,067	4,702		Approved	98.22
				Note 1
Yoshikazu Nunokawa	1,284,857	17,193	4,702	Approved	98.14
Michio Sasaki	1,302,673	3,959	124		Approved	99.50
Makiko Eda	1,262,964	40,544	3,240		Approved	96.46
Sachiko Ichikawa	1,303,522	3,110	124		Approved	99.56
Item 2
Kazushi Tahara	1,292,695	13,936	124	Note 1	Approved	98.73
Yutaka Nanasawa	1,292,740	13,891	124		Approved	98.74
Item 3	1,295,816	8,848	2,094	Note 2	Approved	98.97
Item 4	1,288,943	16,359	1,451	Note 3	Approved	98.45
Item 5	1,288,695	16,531	1,525	Note 3	Approved	98.43

Note 1 Resolution shall be approved at the annual general meeting of shareholders with a quorum of one-third or more of the voting rights of all shareholders with exercisable voting rights and by a vote of a majority of the voting rights represented in attendance.

Note 2 Resolution shall be approved at the annual general meeting of shareholders by a vote of a majority of the voting rights represented in attendance.

Note 3 Resolution shall be approved at the annual general meeting of shareholders with a quorum of one-third or more of the voting rights of all shareholders with exercisable voting rights and by a vote of two-third or more of the voting rights represented in attendance.

Note 4 Ratio of voting for proposal =

(The number of votes for exercised up to the day prior to the meeting +

The number of votes exercised by certain of the shareholders present at the meeting, who could be confirmed with votes for) /

(The number of votes exercised up to the day prior to the meeting +

The number of votes exercised by certain of the shareholders present at the meeting)

1. The reason not to count a part of votes for or against, or abstentions on each proposal by the shareholders present at the annual general meeting

All proposed items respectively met the requirements for approval by the sum of votes exercised up to the day prior to the meeting, plus the number of votes exercised by certain of the shareholders present at the meeting, who could be confirmed with votes for or against, or abstaining on each proposal. Therefore, we did not count the number of votes which could not be confirmed the number of votes for or against, or abstentions exercised by the shareholders present at the meeting on that day.