Tokyo Electron : Voting result of fiscal year 2024 annual general meeting of shareholders（144KB）

June 20, 2024

Tokyo Electron Limited

Toshiki Kawai

President & CEO

VOTING RESULT OF

FISCAL YEAR 2024 (the 61st FY) ANNUAL GENERAL MEETING OF SHAREHOLDERS

All of the proposed items were approved at the Fiscal Year 2024 Annual General Meeting of Shareholders held on June 18, 2024.

1. Date for the Fiscal Year 2024 Annual General Meeting of Shareholders: June 18, 2024
2. Matters resolved:

Item 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.

Item 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.

Item 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.

Item 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.

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	3,697,638	88,676	17,749		Approved	97.02
Sadao Sasaki	3,782,701	20,999	367		Approved	99.25
Yoshikazu Nunokawa	3,778,790	24,909	367	Note 1	Approved	99.15
Michio Sasaki	3,788,973	14,797	367	Approved	99.41
Sachiko Ichikawa	3,793,147	10,623	367		Approved	99.52
Joseph A. Kraft Jr.	3,796,842	6,860	367		Approved	99.62
Yukari Suzuki	3,802,302	1,400	367		Approved	99.76
Item 2
Ryota Miura	3,790,731	13,050	367	Note 1	Approved	99.46
Yutaka Endo	3,802,671	1,110	367		Approved	99.77
Item 3	3,775,137	19,590	9,348	Note 2	Approved	99.05
Item 4	3,734,794	69,063	292	Note 3	Approved	97.99

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.