(Translation)
June 18, 2024

Name of the Company:

Tokyo Electron Limited

Name of the Representative:

Toshiki Kawai
President & CEO(Representative Director)(Code No.8035; TSE Prime Market)

Person to contact:

Makoto Shinto
Vice President of Corporate GovernanceDept.
(Tel: 03-5561-7000)

Granting of Share Subscription Rights for Stock-Based Compensation
We would like to inform that Tokyo Electron Limited (TEL) has decided on specific content of the 20th Share
Subscription Rights for the purpose of implementing stock-based compensation at the Board of Directors
Meeting held today as follows, which is based on the provisions of Article 236, Article 238, and Article 239 of
the Companies Act and resolution of the TEL’s 61st Annual General Meeting of Shareholders.
Outlines of the 20th Share Subscription Rights of TEL
1. Name of the share subscription rights
The 20th Share Subscription Rights of TEL
2. Outlines of the share subscription rights(1) People eligible for the granting of subscription rights, number of the share subscription rights to be granted(i) The subscription rights as stock compensation for TEL Corporate Directors
TEL Corporate Directors (excluding Outside Directors and people who are not TEL Corporate Directors
at the end of the General Meeting of Shareholders) as of the final day of the 61st fiscal year
3 people 431 (of which, the number to be issued for annual performance-linked compensation: 246,and the number to be issued for non-performance-linked compensation: 185)
However, the number above is the planned number of subscription rights to be granted. If the total fairvalue of the subscription rights as of the date of allotment exceeds the upper limit of stock compensation(1,413.9 million yen) as approved by the TEL’s 61st Annual General Meeting of Shareholders, the numberof subscription rights to be granted to TEL Corporate Directors shall be decreased to the maximum whole
number of the total fair value not exceeding 1,413.9 million yen. Depending on the status of the agreement1for granting share subscription rights, there is a possibility that the number of the Optionee and the numberof subscription rights to be granted is decreased.
(ii)

The subscription rights as stock compensation for Corporate Officers, executive officers, and senior
employees of TEL, as well as Corporate Directors, executive officers, and senior employees of TEL’s
subsidiaries
Corporate Officers, executive officers, and senior employees of TEL, as well as Corporate Directors,
executive officers, and senior employees of TEL’s subsidiaries as of the final day of the 61st fiscal year
107 people 1,284 (of which, the number to be issued for annual performance-linked compensation:
910, and the number to be issued for non-performance-linked compensation: 374)
However, the number above is the planned number of subscription rights to be granted. Depending on thefair value of the subscription rights based on the closing price of the Company’s share as of the date ofallotment, and the status of the agreement for granting share subscription rights, there is a possibility thatthe number of the Optionee and the number of subscription rights to be granted is decreased.

(ⅲ) Aggregate number of the subscription rights
If the number of subscription rights to be granted is decreased depending on the proviso in (1-i) and (1ii) above, the total number of subscription rights to be granted shall be the total number of subscription
rights issued.
(2) Number and type of shares to be issued for the subscription rights(i) The subscription rights as stock compensation for TEL Corporate Directors
TEL common stock of 43,100 shares (of which, the number to be issued for annual performance-linked
compensation: 24,600 shares, and the number to be issued for non-performance-linked compensation:
18,500 shares) (however, in the case of the proviso in (1-i) above, the number of shares equivalent to the
product of the number of subscription rights so decreased pursuant to such proviso multiplied by 100.
The number of shares to be issued for one subscription right is 100 shares.)If the Company implements a share split or share consolidation, the number of subject shares shall be
adjusted according to the formula below; provided, however, that this adjustment will be made only withrespect to the number of shares subject to subscription rights not yet exercised at the time of splitting or
consolidation. In this calculation, any fraction of a share smaller than one share will be disregarded.
Adjusted number of shares = Number of shares before adjustment × Split or consolidation ratio
In addition, if the number of shares to be issued needs to be adjusted for any reason, TEL will adjust the
number of shares to be issued as appropriate in a reasonable scope according to a resolution of a meetingof the Board of Directors.
(ii)

The subscription rights as stock compensation for Corporate Officers, executive officers, and senior
employees of TEL, as well as Corporate Directors, executive officers, and senior employees of TEL’s
subsidiaries

2

TEL common stock of 128,400 shares (of which, the number to be issued for annual performance-linked
compensation: 91,000 shares, and the number to be issued for non-performance-linked compensation:
37,400 shares) (however, in the case of the proviso in (1-ii) above, the number of shares equivalent to the
product of the number of subscription rights so decreased pursuant to such proviso multiplied by 100.
The number of shares to be issued for one subscription right is 100 shares.)If the Company implements a share split or share consolidation, the number of subject shares shall be
adjusted according to the formula below; provided, however, that this adjustment will be made only withrespect to the number of shares subject to subscription rights not yet exercised at the time of splitting or
consolidation. In this calculation, any fraction of a share smaller than one share will be disregarded.
Adjusted number of shares = Number of shares before adjustment × Split or consolidation ratio
In addition, if the number of shares to be issued needs to be adjusted for any reason, TEL will adjust the
number of shares to be issued as appropriate in a reasonable scope according to a resolution of a meetingof the Board of Directors.
(3) Payment amount for the subscription rights
Gratis(4) Value of assets required for the exercise of subscription rights
The value of assets required to exercise one subscription right shall be the amount determined bymultiplying 1 yen per share in payment by the number of shares to be issued for one subscription right asdetermined in (2) above.
(5) Exercise period for the subscription rights
The exercise period of the subscription rights shall be from July 1, 2027 until May 31, 2044. However,
the exercise by the Optionee may be restricted in accordance with the terms and conditions under theagreement for granting share subscription rights concluded thereof, besides regarding the agreement for
granting subscription rights for taxpayers in the U.S., the subscription rights shall be exercised on July 1,
2027.
(6) Matters regarding increase in capital and capital reserves upon issuance of shares through exercising of thesubscription rights(i) The amount of increased capital due to issuing of shares through exercising of the subscription rights shallbe half of the maximum amount of increase in capital as calculated according to the provisions ofParagraph 1 of Article 17 of the Company Calculation Regulations, and fractions under 1 yen resulting
from calculations shall be rounded up.

3

(ii) The amount of increased capital due to issuing of shares through exercising of the subscription rights shallbe the amount of increased capital stipulated in (6-i) above, subtracted from the maximum amount of
increase in capital stated in (6-i) above.
(7) Conditions for exercising the subscription rights(i) The subscription rights may not be exercised for a unit of less than one. (The minimum number ofsubscription rights exercisable shall be one.)(ii) When exercising the subscription rights, the Optionee shall be a director, a statutory auditor, a corporate
officer, an employee, etc. of TEL, or a director, a statutory auditor, an employee, etc. of a subsidiary oraffiliated company of TEL.
(iii) Notwithstanding Paragraph (7-ii) above, in the event of the death of the Optionee on or before June 30,
2027, the successor(s) of the Optionee may succeed to and exercise the subscription rights within 1 year
from July 1, 2027, or in the event of the death of the Optionee on or after July 1, 2027, the successor(s)of the Optionee may succeed to and exercise the subscription rights within 1 year after the Optionee’s
death; provided, however, that the successor(s) of the Optionee shall exercise the subscription rights by
the end of the exercise period.
(iv) Notwithstanding Paragraph (7-ii) above, when the Optionee resigns (or retires) from a director, a statutory
auditor, a corporate officer, an employee, etc. of TEL, or a director, a statutory auditor, an employee, etc.
of a subsidiary or affiliated company of TEL on or before June 30, 2027 (if the Optionee holds several
offices at the same time or consecutively, this means when the Optionee resigns (or retires) from all offices,hereinafter the same shall apply), the Optionee may exercise the Subscription Rights within 1 year from
July 1, 2027; or when the Optionee resigns (or retires) from a director, a statutory auditor, a corporate
officer, an employee, etc. of TEL, or a director, a statutory auditor, an employee, etc. of a subsidiary oraffiliated company of TEL on or after July 1, 2027, the Optionee may exercise the Subscription Rights
within 1 year from the date of resignation (or retirement); provided, however, that the Optionee shall
exercise the Subscription Rights by the end of the Exercise Period.
(v) Notwithstanding the Exercise Period, when any of the following (a) through (d) become applicable to the
Optionee, the Optionee may not exercise the Subscription Rights thereafter and the Subscription Rights
will lapse immediately.
(a) When the Optionee becomes subject to an imprisonment;(b) When the Board of Directors of TEL determines that the Optionee has intentionally or through grossnegligence caused material damages to be incurred by TEL, or subsidiaries or affiliated companies ofTEL;(c) When the Optionee becomes a director or an employee of a competitor of TEL, or subsidiaries oraffiliated companies of TEL (excluding the case where TEL gives prior written consent to the
Optionee); or(d) When the Optionee offers in writing to waive the Subscription Rights in whole or in part.
4

(8) Acquisition of the subscription rights
If any of the proposals set forth in (i) through (iii) below is approved by TEL’s general shareholders
meeting (or approved by TEL’s Board of Directors if the approval of the general shareholders meeting is
not required), TEL may acquire the subscription rights without payment on a day to be determined
separately by the Board of Directors.
(i) A proposal approving a merger agreement causing TEL to cease to exist;(ii) A proposal approving a demerger agreement or demerger plan making TEL a demerging company; or(iii) A proposal approving a stock-for-stock exchange agreement making TEL a wholly-owned subsidiaryor a stock-transfer plan making TEL a wholly-owned subsidiary.
(9)

Restriction on acquisition of the subscription rights by way of transfer
The acquisition of the subscription rights by way of a transfer requires approval being granted at a meetingof the Board of Directors of TEL.

(10) Policies decided regarding lapse of the subscription rights due to restructuring and details regarding
delivery of the subscription rights from the restructuring company
In the event that a merger (limited to mergers in which TEL will cease to exist), absorption-type demerger
or incorporation-type demerger (limited to demergers in which TEL will become the demerging company),stock-for-stock exchange, or stock-transfer (limited to exchanges/transfers in which TEL becomes thewholly-owned subsidiary; all of the above scenarios called “Organizational Restructuring” collectively)
occurs, the share subscription rights of the joint stock company(ies) listed in Article 236, Paragraph 1,
Items 8 (i) through 8 (ho) of the Companies Act (the “Restructuring Company”) may be delivered to the
Optionee who has the remaining subscription rights immediately prior to the effective date of theOrganizational Restructure (the effective date of the absorption-type merger in the case of an absorptiontype merger; the incorporation date of the company incorporated in the case of an incorporation-typemerger; the effective date of the absorption-type demerger in the case of an absorption-type demerger; theincorporation date of the company incorporated in the case of an incorporation-type demerger; theeffective date of the stock-for-stock exchange in the case of a stock-for-stock exchange; and theincorporation date of the wholly-owning parent company incorporated in the case of a stock-transfer).
In the event the subscription rights of the Restructuring Company are to be delivered, the remaining
subscription rights shall lapse, and the Restructuring Company shall issue new subscription rights.
Delivery of the subscription rights of the Restructuring Company shall be subject to the following
conditions in the absorption-type merger agreement, incorporation-type merger agreement, absorptiontype demerger agreement, incorporation-type demerger agreement, stock-for-stock exchange agreement
or stock-transfer agreement.
(i) Number of the subscription rights to be granted
5The same number of subscription rights as the number of remaining subscription rights held by the
Optionee shall be granted; provided, however, that the number of subscription rights may be adjusted toan appropriate number other than the number of remaining subscription rights depending on the numberof subscription rights of the restructuring company provided in (10-iii), the number of shares for one
subscription right of shares of the restructuring company, and other circumstances.
(ii) Type of shares of the restructuring company subject to the subscription rights
Common stock of the restructuring company(iii) Number of shares of the restructuring company subject to the subscription rights
To be determined by applying (2) above mutatis mutandis, taking into consideration the conditions of theorganizational restructuring.
(iv) Value of assets to be contributed upon exercise of the subscription rights
The value of the assets to be contributed for the exercise of each subscription right shall be the amountdetermined by multiplying the post-restructuring pay-in amount specified below by the number of sharesof the restructuring company subject to each subscription right determined in accordance with (10-iii)
above. The post-restructuring pay-in amount is 1 yen per share of the restructuring company that can be
granted by exercise of each subscription right granted.
(v) Exercise period of the subscription rights
The exercise period of the subscription rights shall be the later of the first day of the period when thesubscription rights can be exercised as specified in (5) above or the effective date of the organizational
restructuring until the last day of the period when the subscription rights can be exercised as specified in(5) above.
(vi) Matters regarding increases in capital and capital reserves upon issuance of shares by exercise of thesubscription rights
To be determined by applying (6) above mutatis mutandis.
(vii) Restrictions on acquisition of the subscription rights by assignment
Acquisition of the subscription rights by assignment shall require the approval of the Board of Directorsof the restructuring company.
(viii) Conditions for the exercise and acquisition of subscription rights
To be determined by applying (7) and (8) above mutatis mutandis.
(11) Outline of conditions for the allotment of subscription rights
Subscription rights to be allotted as annual performance-linked compensation shall be allotted based on
the TEL’s executive compensation plan, net income attributable to shareholders of the parent company
for the 61st fiscal year, consolidated ROE, etc. Subscription rights to be allotted as non-performancelinked compensation shall be allotted based on the person’s position in a relevant company as well asother factors.

6(12) The place for submitting an application for exercise of the subscription rights
Department in charge of the relevant affairs, TEL(13) The financial institution dealing with payment upon the exercise of the subscription rights by the Optionee
Shiba Business Dept. of SUMITOMO MITSUI TRUST BANK, LIMITED
3. Granting date of the share subscription rights
June 19, 20247