Tokyo Electron : Notice on the resolutions by the fiscal year 2024 annual general meeting of shareholders（149KB）

June 18, 2024

Notice on the Resolutions by

the Fiscal Year 2024 (the 61st FY) Annual General Meeting of Shareholders

Dear Our Shareholders

We are pleased to inform you that at the Fiscal Year 2024 (the 61st FY) Annual General Meeting of Shareholders of Tokyo Electron Limited (TEL) was held today, two reports were made and four items were resolved as follows:

Reports

1. Report on the business report, the consolidated financial statements for FY2024 (the 61st FY; from April 1, 2023 to March 31, 2024), 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 FY2024 (the 61st FY; from April 1, 2023 to March 31, 2024.)

The two reports above were made at the meeting.

Resolved items

Proposed item No.1: Election of Seven Corporate Directors

The proposed item was approved and resolved as submitted, and Toshiki Kawai, Sadao Sasaki, Yoshikazu Nunokawa, Michio Sasaki, Sachiko Ichikawa, Joseph A. Kraft Jr., and Yukari Suzuki were elected and assumed office as Corporate Directors. Michio Sasaki, Sachiko Ichikawa, Joseph A. Kraft Jr., and Yukari Suzuki are Outside Directors as stipulated in Article 2 Item 15 of the Companies Act.

Proposed item No.2: Election of Two Audit & Supervisory Board Members

The proposed item was approved and resolved as submitted, and Ryota Miura and Yutaka Endo were elected and assumed office as Audit & Supervisory Board Members. Ryota Miura and Yutaka Endo are Outside Audit & Supervisory Board Members as stipulated in Article 2 Item 16 of the Companies Act.

Proposed item No.3: Payment of Bonuses to Corporate Directors for the 61st Fiscal Year

The proposal of paying 531.8 million yen as the cash bonuses portion of annual performance- linked compensation for the 61st fiscal year to three Corporate Directors (excluding three Outside Directors) as of the final day of the 61st fiscal year was approved and resolved as submitted.

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Proposed item No.4: Issuance of Share Subscription Rights as Stock-Based Compensation to Executives of TEL and its Subsidiaries

The proposal of granting share subscription rights as the stock compensation-based stock option portion of annual performance-linked compensation and non-performance-linked compensation of a total of no more than 171,500 shares to three TEL Corporate Directors (excluding three Outside Directors), as well as to Corporate Officers, executive officers, and senior employees of TEL as of the final day of the 61st fiscal year, and Corporate Directors, executive officers, and senior employees of TEL's subsidiaries as of the final day of the 61st fiscal year. Out of such stocks, a total of no more than 1,413.9 million yen and a total of no more than 43,100 shares to three TEL Corporate Directors (excluding three Outside Directors). In addition, authorizing the Board of Directors to make resolutions related to the solicitation of applications for share subscription rights to be issued in accordance with the provisions of Articles 236, 238, and 239 of the Companies Act was approved and resolved as submitted.

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[Reference] Corporate Directors and Audit & Supervisory Board Members

At the meeting of the Board of Directors held after the Annual General Meeting of Shareholders, Representative Directors and Directors with the title were elected and took office, and at the meeting of the Audit & Supervisory Board, full-time Audit & Supervisory Board Members were elected and took office. The new organization of Corporate Directors and Audit & Supervisory Board Members were determined as follows:

Toshiki Kawai	Representative Director, President & CEO
Sadao Sasaki	Representative Director, Senior Executive Vice President
Yoshikazu Nunokawa	Corporate Director
Michio Sasaki	Corporate Director
Sachiko Ichikawa	Corporate Director
Joseph A. Kraft Jr.	Corporate Director
Yukari Suzuki	Corporate Director
Kazushi Tahara	(Full-time) Audit & Supervisory Board Member
Yutaka Nanasawa	(Full-time) Audit & Supervisory Board Member
Kyosuke Wagai	Audit & Supervisory Board Member
Ryota Miura	Audit & Supervisory Board Member
Yutaka Endo	Audit & Supervisory Board Member

(NOTE)

Corporate Directors Michio Sasaki, Sachiko Ichikawa, Joseph A. Kraft Jr., and Yukari Suzuki are Outside Directors.

Audit & Supervisory Board Members Kyosuke Wagai, Ryota Miura, and Yutaka Endo are Outside Audit & Supervisory Board Members.

Sincerely yours, Toshiki Kawai President & CEO Tokyo Electron Limited

3-1 Akasaka 5-chome,Minato-ku, Tokyo

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