March 1, 2021
Tokyo Electron Ltd.

Independence Requirements for Outside Directors and Outside Audit & Supervisory Board
Members

The board of directors of Tokyo Electron Ltd. (“Tokyo Electron”) has established theindependence requirement for outside directors and outside audit & supervisory board
members (as defined under item 15 and 16, Article 2, of the Companies Act ) as follows.
The following persons shall not be considered independent if such person could cause aconflict of interest against the shareholders:1.

A person for whom Tokyo Electron is a Major Business Partner or a person who is a
Major Business Partner of Tokyo Electron, except for those who fall into 2. below;※ Under this 1., “A person for whom Tokyo Electron is a Major Business Partner” meansa person who, or a person who is a current employee or current executive officer of acompany that, has received payments from Tokyo Electron or its subsidiaries forproperty or services in an amount which, in the last three consecutive fiscal years, hasbeen the greater of 5% of recipient’s consolidated gross revenues, or 100 million yen,or more. If Tokyo Electron cannot reasonably know the amount of payments received
in certain fiscal years, the amount in the fiscal year available to Tokyo Electron isused. The same shall apply hereinafter.
※ “A person who is a Major Business Partner of Tokyo Electron” means a person who,or a person who is a current employee or current executive officer of a company that,has made payments to Tokyo Electron for property or services in an amount which, inthe last three consecutive fiscal years, has been 2% of Tokyo Electron’s consolidated
gross revenues or more, provided that in the case of a financial institution from which
Tokyo Electron borrows funds, it is indispensable for Tokyo Electron to fundraise andon which Tokyo Electron depends irreplaceably.

2.

A person who is a consultant, an accountant, or a lawyer who receives, or who works on afull-time basis at a firm which receives, a Large Amount of Money or Other Property
from Tokyo Electron or its subsidiaries, other than compensation for being a director oran audit & supervisory board member;※ “a Large Amount of Money or Other Property” means an amount of money or otherproperty which, in the last three consecutive fiscal years, has been the greater of 5%
of recipient’s consolidated gross revenues, or 10 million yen, or more. The same shallapply hereinafter.

3.

A person who has recently fallen under either of 1. or 2. above; or※ “A person who has recently fallen under either of 1. or 2. above” means a person who
could be substantially deemed to fall under either of 1. or 2. above. Concretely, itmeans a person who fell under 1. or 2. above at the time when the board of directorsof Tokyo Electron resolved the contents of agenda for the general shareholdermeeting, where such person is selected as an outside director or an outside audit &supervisory board member.

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A person whose Immediate Family Member (except for those who do not hold animportant position) falls under (a) through (d) below, provided that (c) below applies toan outside audit & supervisory board member only:(a) a person who falls under any of (i) through (iii) below;(i) A person for whom Tokyo Electron is a Major Business Partner or a person who isa Major Business Partner of Tokyo Electron, except for those who fall into (ii)below;※ Under this (i), “A person for whom Tokyo Electron is a Major Business
Partner” means a person who, or a person who is a current employee or current
executive officer of a company that, has received payments from Tokyo
Electron for property or services in an amount which, in the last threeconsecutive fiscal years, has been the greater of 5% of recipient’s consolidated
gross revenues, or 100 million yen, or more.
※ “A person who is a Major Business Partner of Tokyo Electron” means a person
who, or a person who is a current employee or current executive officer of acompany that, has made payments to Tokyo Electron for property or services inan amount which, in the last three consecutive fiscal years, has been 2% ofTokyo Electron’s consolidated gross revenues or more, provided that in thecase of a financial institution from which Tokyo Electron borrows funds, it isindispensable for Tokyo Electron to fundraise and on which Tokyo Electron
depends irreplaceably.
(ii) A person who is a consultant, an accountant, or a lawyer who receives, or whoworks on a full-time basis at a firm which receives, a Large Amount of Money or
Other Property from Tokyo Electron, other than compensation for being adirector or an audit & supervisory board member; or(iii) A person who has recently fallen under either of (i) or (ii) above:※“A person who has recently fallen under either of (i) or (ii) above” means aperson who could be substantially deemed to fall under either of (i) or (ii)above. Concretely, it means a person who fell under (i) or (ii) above at the time
when the board of directors of Tokyo Electron resolved the contents of agenda
for the general shareholder meeting, where such person is selected as anoutside director or an outside audit & supervisory board member.
(b) an employee or an executive officer of subsidiary of Tokyo Electron;(c) a non-executive director of subsidiary of Tokyo Electron; or(d) a person who has recently fallen under (b) or (c) above or who was an employee
or an executive officer, or in the case of an outside audit & supervisory board
member, a non-executive officer, of Tokyo Electron:※ Whether an Immediate Family Member holds an important position or not shall be
determined according to ho item 7, paragraph 4, Article 74, of the Ordinance for
Enforcement of the Companies Act. For instance, with respect to 1. and 4.(a) (i)above, a director or an employee who is above head of department level of a business
partner company, and with respect to 2. and 4. (a) (ii) above, a certified public
accountant who belongs to an auditing firm and a lawyer (including associate lawyer)
who belongs to a law firm are considered to hold an important position.
※ “Immediate Family Member” means a relative within the second degree ofrelationship. If a person is no longer a relative within the second degree of2relationship as a result of divorce, dissolution of adoption, or death, etc., such aperson shall not be considered as “Immediate Family Member”.

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