[Translation]

August 8, 2024
Name of the Company:
Name of the Representative:

Person to contact:

Tokyo Electron Limited
Toshiki KawaiPresident & CEO(Representative Director)(Code No.8035; TSE Prime Market)
Makoto Shinto
Vice President of Corporate Governance Dept.
(Tel: 03-5561-7000)

Notice Regarding Continuation of Stock Delivering Scheme
for the TEL Group Officers in Japan and Abroad
Tokyo Electron Limited (“TEL”) announced that the Board of Directors of TEL has resolved in a meeting held on
August 8, 2024, to continue the stock delivering scheme (the "Scheme"), in 2024, which has been introduced in 2018,as a common global incentive plan for directors, corporate officers, senior employees and mid-class employees
including executive officers of TEL and its Group companies in Japan and abroad ("Relevant Companies").

1.

Continuation of the Scheme(1) TEL has introduced the Scheme from 2018 as an incentive plan that is closely linked to its performance in orderto underline for directors (excluding outside directors), corporate officers, senior employees and mid-classemployees including executive officers of Relevant Companies the awareness of improving the TEL Group’s
medium-term performance and increasing the awareness of contributing to the increase in enterprise value by
sharing the viewpoints of shareholders through shareholding, under the global framework. At TEL, dynamismand vitality are created by the entrepreneurial spirit of staff members, especially the senior employees and midclass employees, holding in mind a shared purpose with the top management team to realize TEL’s businesstargets in line with the top management team. To this end, TEL continues the Scheme to align the work ofdirectors (excluding outside directors), corporate officers, executive officers, senior employees and mid-classemployees in order to achieve specific, high-level targets in the capital markets as well as TEL’s business andfinancial targets in the markets in which TEL operates.
(2) With a view to establishing a compensation system that is more consistent with the expected roles of TEL’s outside
directors not only to supervise the management but also to provide the management with advice from theviewpoint of enhancement of corporate value over the medium- to long-term, and to further promote the sharingof interests with shareholders, TEL has introduced a non-performance-linked stock-based compensation system
for its outside directors since 2020, and continues in 2024.
(3) The Scheme for directors of the Relevant Companies and TEL’s corporate officers (collectively, “Eligible1

Directors, etc.”) has a mechanism called the officers' compensations Board Incentive Plan Trust ("BIP Trust").
The BIP Trust is a similar scheme to performance-linked, stock-based compensation (Performance Shares) andstock-based compensations with transfer restrictions (Restricted Stock) in the US and Europe, and TEL sharesand the monies corresponding to cash conversion value of TEL shares ("TEL Shares etc.") are delivered orprovided ("delivered") to eligible persons. Two BIP Trusts will be set up according to the following eligible
persons categories:
BIP Trust I: Directors and corporate officers of TEL
BIP Trust II: Directors of TEL’s Group companies
The Scheme for the senior employees and mid-class employees including executive officers of the Relevant
Companies ("Eligible Employees" and collectively with Eligible Directors, etc., "Eligible Persons") has amechanism called the stock-delivering Employee Stock Ownership Plan Trust ("ESOP Trust"). The ESOP Trustis an employee incentive plan based on ESOP schemes in the US whereby TEL Shares etc. are delivered toEligible Employees according to their position and attainment of performance targets etc.
(4) In continuing the Scheme, there are no plans for the additional contribution of new trust money to the BIP Trustor the ESOP Trust nor for additional acquisition of TEL shares from the stock market.

2. Structure of the Scheme①Resolution of the Boardof the Directors③Additional contributionof trust money【Settlor】

TEL’s GroupTEL③Execution of theamendment to thetrust agreement③Additional ⑤ Dividend
contributionof trust money

Trust【Trustee】

administrator

Trust⑥Instruction to exercise
voting rights, etc.
④TEL sharesCompanies⑧Continuous use ortransfer withoutcompensation ofresidual shares⑨Granting ofresidual assets② Revision of the sharedelivery regulations andrules【Beneficiaries】
Eligible Persons

TEL shares and cash
⑦TEL share delivery
and cash payout④Payment

Stock market

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③④

⑤⑥⑦⑧⑨BIP Trusts I and II
ESOP Trust
TEL shall obtain a resolution from the Board of Directors Meeting for continuation of the Scheme.
Each Relevant Company shall revise the share delivery regulations and rules in continuing theScheme.
TEL shall execute the amendment to the trust agreement with the trustee and the trust administrator
to extend each relevant trust period of a BIP Trust I for the benefit of TEL’s directors and corporate
officers who meet the beneficiary requirements, a BIP Trust II for the benefit of TEL’s Group company
directors who meet the beneficiary requirements, and an ESOP Trust for the benefit of Eligible
Employees who meet the beneficiary requirements (collectively, "the Trust"). In addition, eachRelevant Company shall make an additional contribution of trust money to the trust fund for theacquisition of TEL shares if necessary, taking into consideration the number of remaining TEL sharesand balance of the trust money within the trust assets at the end of the trust term before its extension(excluding TEL Shares, etc., which have not been delivered but correspond to the stock delivering
points granted to the Eligible Persons). The additional contribution shall be made within the scope
resolved in the General Meeting of Shareholders of each Relevant Company held prior to theestablishment of the Trust.
In extending the trust term, the Trust will, if necessary and in accordance with instructions from thetrust administrator, acquire TEL shares from the stock market, using the trust money remaining within
the trust assets at the time of amendment to the trust agreement and trust money contributed asprovided in ③.
Dividends on TEL shares in the Trust will be distributed with other TEL shares.
The voting rights of TEL shares within the Trust The voting rights of TEL shares in the Trust will
shall not be exercised.
be exercised in accordance with instructions fromthe trust administrator.
Eligible Persons shall be granted points based on their position and attainment of performance targets
according to the share delivery regulations and rules (outside directors of TEL shall be granted a fixedamount of points). The Eligible Persons meeting the beneficiary requirements shall have TEL sharesand the cash conversion value delivered from the Trust according to the relevant number of points.
In the cases where there are residual shares at the expiration of the trust term, the Trust will continue
to be used for the Scheme or same kind of stock delivering scheme, or a transfer withoutcompensations of these residual shares will be made to TEL.
Any residual assets at the termination of the Trust will be vested in TEL within the limit, which is
calculated by deducting from the trust money the cost for acquiring the shares.

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(Reference)【Trust agreement contents】① Eligible Persons:

BIP Trust I

BIP Trust II

ESOP Trust

TEL directors

Group Companies

Eligible Employees(including outside

directors

directors) and corporate
officers② Trust type:

An individually-operated designated trust of cash other than cash trust (thirdparty benefit trust)③ Trust purpose:④Settlor:⑤ Trustee:

To deliver incentive to the Eligible Persons
TEL
Mitsubishi UFJ Trust and Banking Corporation(Co-trustee: The Master Trust Bank of Japan, Ltd.)⑥ Beneficiaries:

The Eligible Persons satisfying the beneficiary requirements⑦ Trust Administrator:

A third-party who does not have any interest in TEL (certified publicaccountant)⑧ Trust agreement date:August 1, 2018
(Amended trust agreement (to extend the trust term) is planned to be executedon August 9, 2024.)⑨ Trust term:

August 1, 2018 to August 31, 2024
(The trust term is planned to be extended until August 31, 2027, according tothe amended trust agreement dated August 9, 2024)⑩

Start of scheme:

August 9, 2024 (planned)⑪ Exercise of voting rights:

Not exercised

Exercised⑫ Holder of the vested right:

TEL⑬ Residual assets:

Residual assets that can be received by TEL, which is the holder of the vested
right, shall be within the limit of the trust expense reserve, which is calculated
by deducting from the trust money the expense for acquiring the shares.

Note: The above schedule is subject to change at appropriate times in light of applicable laws and regulations.

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