Tokyo Electron : Notice of fiscal year 2026 annual general meeting of shareholders（1.4MB）

ISIN

SEDOL TSE

JP3571400005

6895675

8035

June 1, 2026

To Our Shareholders:

We are pleased to announce that the 63rd Annual General Meeting of Shareholders (the “AGM”) of Tokyo Electron Ltd. (“TEL”) will be held on Tuesday, June 23, 2026, at 10:00 a.m. Japan standard time, at PALACE HOTEL TOKYO, located at 1-1 Marunouchi 1-chome, Chiyoda-ku, Tokyo.

Shareholders will also be asked to vote upon the following Agenda:

In convening this AGM, we have taken measures for providing information for this AGM electronically, and have posted this information in the form of “Notice of fiscal year 2026 annual general meeting of shareholders” on our website. Please access the following TEL’s website to confirm the information.

https://www.tel.com/ir/stocks/asm/index.html

In addition to TEL’s website, the matters provided electronically are also posted on the Tokyo Stock Exchange’s website. Please access the following Tokyo Stock Exchange’s website (Listed Company Search), input “Tokyo Electron” in the Issue name (company name) or “8035” in the Code, click on “Search” and “Basic information” in that order, and then select “Documents for public inspection/PR information.”

https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

As part of our ongoing effort to improve the quality of communications with our foreign investors and to increase the participation of those investors and to exercise your voting rights at the AGM, TEL has appointed IR Japan, Inc. as our Global Information Agent in connection with the shareholder meeting. We recognize that, due in part to the large number and concentrated timing of shareholders’ meetings in Japan, foreign investors may not always have sufficient access to the information necessary to exercise their voting rights or adequate opportunities for engagement with the Company. TEL values the exercise of voting rights by our foreign investors and seeks to maintain constructive dialogue with them on an ongoing basis.

Should you require any information related to the exercise of your voting rights, or wish to discuss engagement with the Company, please contact IR Japan, Inc. at [email protected] The English language proxy material is available on TEL’s website at “https://www.tel.com/”, for your reference and convenience.

*NOTE: A shareholder is entitled to vote per unit of shares, with each unit consisting of one hundred (100) shares.

Sincerely, Toshiki Kawai

Representative Director, President & CEO Tokyo Electron Ltd.

This is a summary translation of a notice in Japanese language distributed to Japanese shareholders and provided for the convenience of foreign shareholders. The Japanese version is the official, legal document. Please vote by using the form or Internet websites etc. by 5:30

p.m. on Monday, June 22, 2026 (Japan standard time).

1. Report on the business report, the consolidated financial statements for FY2026 (the 63rd FY; from April 1, 2025 to March 31, 2026), 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 FY2026 (the 63rd FY; from April 1, 2025 to March 31, 2026).

At the conclusion of the Annual General Meeting of Shareholders, the term of office for all eight Corporate Directors will expire. Therefore, in order to further strengthen the management structure, we ask you to agree to increase one Inside Director and elect nine Corporate Directors, including five Outside Directors.

The candidates for Corporate Directors are as follows.

(Notes)

1. Each of the candidates has no special interest in TEL.

2. TEL has concluded a Directors and Officers Liability Insurance contract as stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The insurance contract covers damages, such as compensation for damages, settlements, and litigation expenses, arising from acts and nonperformance of acts committed in relation to the execution of duties by the insured. If each candidate is elected as Corporate Director, they will be included as insured under this insurance contract. In addition, TEL plans to renew the insurance contract in July 2026.

3. TEL has entered into an indemnity agreement with all Directors, as stipulated under Article 430-2, Paragraph 1 of the Companies Act, whereby TEL shall duly indemnify the expenses and losses as prescribed respectively in Item 1 and Item 2 of the aforementioned Paragraph, within the limits stipulated by the laws and regulations, and will continue the agreement if this proposal is approved. TEL will enter into the same agreement with Hiroshi Ishida, Shinichi Hayashi, and Jenifer Rogers if this proposal is approved.

4. At the 52nd Annual General Meeting of Shareholders held on June 19, 2015, TEL revised its Articles of Incorporation so that TEL can conclude liability-limiting contracts specified by Article 423, Paragraph

   1 of the Companies Act with its Corporate Directors who do not execute business and Audit & Supervisory Board Members. In accordance with its Articles of Incorporation, TEL has concluded such contract with Kazushi Tahara, Michio Sasaki, Joseph A. Kraft Jr., Yukari Suzuki, and Yukihiro Shinohara, and will continue these contracts if this proposal is approved. In addition, TEL plans to conclude such contract with Jenifer Rogers if this proposal is approved. The liability limitation under these contracts is the minimum liability amount specified in Article 425, Paragraph 1 of the Companies Act, provided that the Directors perform their duties in good faith without gross negligence.

5. The candidates for Outside Directors are described below.

1. Michio Sasaki, Joseph A. Kraft Jr., Yukari Suzuki, Yukihiro Shinohara, and Jenifer Rogers are candidates for Outside Directors.

2. As Michio Sasaki, Joseph A. Kraft Jr., Yukari Suzuki, Yukihiro Shinohara, and Jenifer Rogers meet TEL’s criteria for judging independence, “Independence Requirements for Outside Directors and Outside Audit & Supervisory Board Members” (see pages 19 to 20) established based on the requirements for Independent Standards set forth by Tokyo Stock Exchange Inc., TEL has notified the Tokyo Stock Exchange Inc. that they have been appointed as Independent Directors.

3. A former employee of TEL’s subsidiary Tokyo Electron Taiwan Ltd. was indicted by the Taiwan prosecutor office in August 2025 and January 2026 due to their involvement in an incident involving customers’ confidential information and ensuing violation of Taiwan’s National Security Act and other laws. Tokyo Electron Taiwan Ltd. was indicted by the Taiwan prosecutor office in December 2025 and January 2026 on the grounds of violating supervisory obligations under Taiwan’s National Security Act and other laws. On April 27, 2026, the Taiwan court rendered a judgement ordering Tokyo Electron Taiwan Ltd. to pay a fine of NT$ 150 million (the sentence was suspended for three years subject to the payment of NT$100 million to the affected customer and NT$ 50 million to the Taiwanese government). Although Michio Sasaki, Joseph A. Kraft Jr., Yukari Suzuki, and Yukihiro Shinohara were not aware of this incident until it came to light, they have regularly made proposals at Board of Director meetings from the perspective of reinforcing information management systems and ensuring thorough compliance. Since the incident has come to light, they have fulfilled their responsibilities by providing advice on recurrence prevention, etc.

4. In 2024, cases of misconduct were discovered in the submarine repairs business and the ship engine business of Kawasaki Heavy Industries, Ltd., at which Jenifer Rogers serves as Outside Director. Although Ms. Rogers was not aware of this incident until its discovery, she has regularly made proposals at the company’s Board of Director meetings on the importance of legal compliance and thorough enforcement. Moreover, since the incident has come to light, she has fulfilled her role by seeking full clarification, investigating the causes, investigating other misconduct cases, and making proposals on recurrence prevention measures, including the strengthening of compliance systems.

   [Reference] Corporate Governance Framework

   By establishing the Board of Directors that fulfills its supervisory function along with robust business execution framework, in the semiconductor production equipment industry, where technological innovation is rapid and market changes are active, we will further promote growth-oriented group management on global basis, as well as to realize expanding short-, medium- and long-term profit and continuous corporate value enhancement, thereby meeting the expectations of stakeholders.

   • We introduced a Corporate Officer system in June 2022, in which Corporate Officers shall, as the highest position on the executive side of the Group, be responsible for executing corporate management beyond their own responsibilities from the same perspective as the CEO.

   • In addition, as a leading company in the semiconductor production equipment industry, where technological innovation is rapid and active, we have established a Corporate Officers Meeting for quick decision-making and agile operational execution, with a view to accelerating the appropriate delegation of authority from the Board of Directors to the executive side.

   • Corporate Officers attend the Board of Directors meetings and apply deliberations to business execution in an appropriate and speedy manner, thereby ensuring more proactive corporate management.

We will realize expanding medium- to long-term profit and continuous corporate value enhancement through each Corporate Director and Audit & Supervisory Board Member, who have demonstrated their skills in Global Business, Governance, Sustainability, and others listed below as determined by the Nomination Committee and the Board of Directors.

(Note) In addition to the listed shares above, TEL holds shares in two unlisted companies as of March 31, 2026 (amount recorded in the balance sheet: less than 1 million yen).

The Board of Directors of Tokyo Electron Ltd. (“Tokyo Electron”) has established the independence 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 a conflict 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” 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 or its subsidiaries for property or services in an amount which, in the last three consecutive fiscal years, has been 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 is used in determining whether a person falls under this 1. 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, in the 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 and on which Tokyo Electron depends irreplaceably.

2. A person who is a consultant, an accountant, or a lawyer who receives, or who works on a full-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 or an Audit & Supervisory Board Member;

   ※ “a Large Amount of Money or Other Property” means an amount of money or other property 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 shall apply 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, it means a person who fell under 1. or 2. 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 an Outside Director or an Outside Audit & Supervisory Board Member.

4. A person whose Immediate Family Member (except for those who do not hold an important position) falls under (a) through (d) below, provided that (c) below applies to an Outside Audit & Supervisory Board Member only:

   1. a person who falls under any of (i) through (iii) below;

      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 (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 three consecutive 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 a company that, has made payments to Tokyo Electron for property or services in an amount which, in the 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 and on which Tokyo Electron depends irreplaceably.

      2. A person who is a consultant, an accountant, or a lawyer who receives, or who works 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 a Director or an Audit & Supervisory Board Member; or

      3. A person who has recently fallen under either of (i) or (ii) above; or

         ※ “A person who has recently fallen under either of (i) or (ii) above” means a person 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 an Outside Director or an Outside Audit & Supervisory Board Member.

   2. an employee or an executive officer of subsidiary of Tokyo Electron;

   3. a non-executive director of subsidiary of Tokyo Electron; or

   4. 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 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. 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 of relationship. If a person is no longer a relative within the second degree of relationship as a result of divorce, dissolution of adoption, or death, etc., such a person shall not be considered as “Immediate Family Member”.

TEL has introduced programs to grant rights related to TEL’s shares to officers and employees of TEL and its subsidiaries (hereinafter referred to as the “Group” in this proposal) as stock-based compensation and employee benefits (stock compensation-based stock options [share subscription rights] and stock delivery trusts). In addition, while TEL has introduced an employee stock ownership plan for employees of TEL and its domestic subsidiaries to provide opportunities to purchase TEL’s shares, with the aim of expanding this to employees of TEL’s overseas subsidiaries starting from the 63rd fiscal year (ended March 31, 2026), TEL has introduced a global employee stock purchase plan (Global Employee Stock Purchase Plan; hereinafter referred to as the “Global ESPP”) at certain overseas subsidiaries. Going forward, TEL aims to introduce the Global ESPP to other overseas subsidiaries in compliance with the laws and regulations of each country.

These programs (hereinafter referred to as the “Programs” in this proposal) not only provide incentives for the Group’s officers and employees to enhance corporate value and business performance over the medium to long term, but also lead to increased engagement and retention through the ownership of TEL’s shares.

In implementing and operating the Programs, not only Japanese laws and regulations but also the laws and regulations of the countries and states where the participants reside apply.

In particular, when introducing and operating these Programs for residents of the U.S. state of California, the California Corporate Securities Law of 1968 (including subsequent amendments, hereinafter referred to as the “California Securities Law”) applies. Under the California Securities Law, if the number of persons subject to the Programs exceeds the thresholds set forth in that law, registration with the California authorities is generally required; however, there is a provision stating that such registration may be exempted upon obtaining approval from shareholders.

In recent years, California has become increasingly important to the Group as a hub for product support, research and development, and marketing, and the number of the Group’s officers and employees working in the state has been increasing year by year. Consequently, the number of eligible participants under the Programs has now exceeded the threshold set forth in the California Securities Law.

The California Securities Law provides that even if the number of persons subject to the Programs exceeds the threshold, an exemption from registration procedures may be obtained by obtaining approval from shareholders within 12 months for the grant of rights relating to TEL’s shares to persons subject to the Programs who are residents of California under the Programs.

This proposal seeks the approval of our shareholders, pursuant to the California Securities Law, to grant rights relating to TEL’s shares to eligible participants residing in California under these Programs—from the time the threshold was exceeded through the present and for the next 10 years—in order to implement and continue these Programs in California and to obtain an exemption from registration procedures with the California authorities. Please note that this proposal does not alter the terms of the medium- to long-term performance-linked compensation and non-performance-linked compensation for TEL’s Corporate Directors (excluding Outside Directors) approved at the 62nd Annual General Meeting of Shareholders of TEL, nor does it alter the terms of the medium-term incentive plan for such directors approved at the 55th Annual General Meeting of Shareholders of TEL.

1. Overview of Each Program

   The following table summarizes the programs currently in effect or planned for California residents.

   Programs		Overview
   Stock Compensation-Based Stock Options [Share Subscription Rights]	Medium- to Long-Term Performance-Linked Compensation	This is a stock-based compensation program in which a predetermined number of share subscription rights, varying according to the recipient’s duties and responsibilities, are granted, and the number of options eligible for exercise is determined based on performance evaluations conducted over a three-year performance evaluation period using the following evaluation criteria: [Quantitative Evaluation] Relative TSR (Note), Consolidated Operating Profit Margin, Consolidated Operating Profit Growth Rate [Qualitative Evaluation] Initiatives towards long-term corporate value improvement
   	Non-Performance-Linked Compensation	This is a stock-based compensation program in which the number of share subscription rights granted is adjusted according to the recipient’s duties and responsibilities, and the exercise of these options is restricted for three years from the date of grant.
   Stock Delivery Trust	Medium-Term Incentive	This is an incentive program in which TEL’s shares are delivered to eligible employees through a stock delivery trust, based on the degree of achievement of performance targets in the final fiscal year of the target period (a three-fiscal-year period).
   Global ESPP		This is a program that allows employees of TEL’s overseas subsidiaries to purchase TEL’s shares by contributing a portion of their salary, with TEL or the company to which the participant belongs also making matching contributions.

   (Note) TSR: Total Shareholder Return

2. Details of Each Program

The following outlines the details of each program. Please note that the information provided applies to the entire Group and is not limited to California residents. Furthermore, the exemption from registration procedures granted by the approval of this proposal applies only to rights related to TEL’s shares granted within 10 years of the adoption of each program.

2-1. Stock Compensation-Based Stock Options [Share Subscription Rights]

As medium- to long-term performance-liked and non-performance-linked compensation, the following are covered: (a) stock compensation-based stock options [share subscription rights] granted in the 63rd fiscal year (ended March 31, 2026), and (b) stock compensation-based stock options [share subscription rights] scheduled to be granted in each fiscal year starting from the 64th fiscal year (ending March 31, 2027) and thereafter.

1. Eligible Recipients of Share Subscription Rights

   Corporate Directors (excluding Outside Directors), Corporate Officers, Executive Officers, and senior employees of TEL, as well as corporate directors, executive officers and senior employees of TEL’s subsidiaries

2. Aggregate Number of Shre Subscription Rights For the item (a) above: 7,824 units

   For the item (b) above: The number of units equivalent to approximately 3% of the total number of outstanding shares (as of March 31, 2026, after deducting treasury shares), assuming the program continues for 10 years

3. Number and Type of Shares to be Issued for Share Subscription Rights

   The shares subject to the share subscription rights shall be common stock of TEL, and the number of shares to be issued upon exercise of each unit of the share subscription rights (hereinafter referred to as the “Number of Shares Granted”) shall be 100 shares. In the event of a share split (including allotment of shares of common stock without contribution) or share consolidation of TEL’s

   common stock, where adjustment is deemed appropriate, TEL will make necessary adjustments to both the maximum number of shares to be granted per year and the Number of Shares Granted per share subscription right.

4. Payment Amount for Share Subscription Rights

   No monetary payment will be required in exchange for the share subscription rights.

5. Value of Assets Contributed upon Exercise of Share Subscription Rights

   The value of assets required to exercise one share subscription right shall be the amount determined by multiplying 1 yen per share in payment that can be granted by exercising the share subscription rights by the Number of Shares Granted.

6. Exercise Period of Share Subscription Rights

   The period in which share subscription rights may be exercised shall begin from the day after three years have passed from the date of allotment and end on the last day of the month preceding 20 years after the date of allotment.

7. Restrictions on the Acquisition of Share Subscription Rights by Way of Transfer

   The acquisition of the share subscription rights by transfer requires approval by resolution at a meeting of the Board of Directors of TEL.

8. Summary of Conditions for Exercising Share Subscription Rights

   1. Holders of share subscription rights may exercise all or part of their share subscription rights within the exercise period. However, with regard to medium- to long-term performance-linked compensation, the number of share subscription rights that may be exercised will vary depending on the performance evaluations (ranging from 0% to 165%).

   2. Holders of share subscription rights must, at the time of exercising the rights, hold the position of Corporate Director, Audit & Supervisory Board Member, Corporate Officer, or employee of TEL, or of a subsidiary or affiliated company of TEL.

   3. Notwithstanding the provisions of paragraph (ii) above, if any of these positions are lost (including loss through death), the share subscription rights may be exercised only within one year from the start of the exercise period if the date of loss is before the day before the start of the exercise period, or within one year from the date of loss (however, no later than the end of the exercise period) if the date of loss is after the start of the exercise period.

   4. If the holder of the share subscription rights is sentenced to imprisonment or more severe punishment, is recognized by TEL’s Board of Directors to have caused material damage to be incurred by TEL, its subsidiaries, or its affiliated companies intentionally or through gross negligence, or assumes a position with or becomes employed as an executive or an employee by a competitor of TEL or one of its subsidiaries or affiliated companies, even during the exercise period, share subscription rights shall immediately lapse and may no longer be exercised thereafter.

   5. Other conditions regarding the exercise of share subscription rights shall be determined by the Board of Directors when it resolves the terms and conditions of the offering of such share subscription rights.

9. Summary of Conditions for Acquisition of Share 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 share subscription rights without payment on a day to be determined separately by the Board of Directors.

   1. A proposal approving a merger agreement causing TEL to cease to exist;

   2. A proposal approving a demerger agreement or demerger plan making TEL a demerging company; or

   3. A proposal approving a stock-for-stock exchange agreement making TEL a wholly-owned subsidiary or a stock-transfer plan making TEL a wholly-owned subsidiary.

      2-2. Stock Delivery Trust

      This applies to (a) the medium-term incentive plan established in the 63rd fiscal year (ended March 31, 2026) and (b) the medium-term incentive plans, details of which are scheduled to be established in each fiscal year starting with the 64th fiscal year (ending March 31, 2027).

      1. Establishment of the Trust

         1. For this program, TEL has established, pursuant to a trust agreement concluded with a trust bank and a trust administrator (a third party with no conflict of interest with TEL (a certified public accountant)), BIP (Board Incentive Plan) Trust I, with TEL’s Corporate Directors and Corporate Officers who meet the beneficiary requirements as beneficiaries; BIP Trust II, with the corporate directors of TEL’s subsidiaries who meet the beneficiary requirements as beneficiaries; and an ESOP (Employee Stock Ownership Plan) Trust, with beneficiaries being employees of the Group who meet the beneficiary requirements.

         2. The trust term is set to cover the period necessary for the operation of the mid-term incentive plan established for each fiscal year. When a new medium-term incentive plan is established following the conclusion of the current plan, the trust agreement will be amended, including an extension of the trust term.

      2. Eligible Participants

         Corporate Directors (excluding Outside Directors), Corporate Officers, Executive Officers, and senior and mid-level employees of TEL, as well as corporate directors, executive officers, and senior and mid-level employees of TEL’s subsidiaries

      3. Applicable period

         The applicable period for the Medium-Term Incentive Plan established for each fiscal year shall be three consecutive fiscal years, with the fiscal year in which the plan is established serving as the first year.

      4. Acquisition of Shares through the Trust

         The Trust shall acquire TEL’s shares necessary for the operation of this program from the stock market, using additional trust funds contributed by the Group and funds within the trust assets as the source of funds. However, instead of acquiring shares from the stock market, the Trust may acquire them from TEL’s treasury stock.

      5. Method for Calculating the Number of TEL’s Shares to be Granted to Eligible Participants

         Based on the rules and regulations established by TEL or its subsidiaries regarding the Mid-Term Incentive Plan (hereinafter referred to as “Internal Regulations”), TEL will grant stock delivery points to eligible participants in accordance with their position, performance targets, and conditions for meeting employment requirements. If an eligible participant meets the beneficiary requirements, one share of TELs common stock will be delivered for each stock delivery point. Furthermore, if it becomes appropriate to adjust the number of shares delivered per share delivery point due to a stock split (including a gratis allotment of TEL’s common stock) or a reverse stock split, TEL will make such adjustments as it deems necessary.

      6. Timing and Method of Share Delivery to Eligible Participants

         1. The delivery of TEL’s shares will be made after the end of the applicable period. However, if stipulated in Internal Regulations (limited to reasonable circumstances, such as the death of the eligible participant or considerations regarding the purpose of the plan), delivery may be made during the applicable period.

         2. When delivering shares to an eligible participant, as a general rule, a number of TEL’s shares equivalent to a certain percentage of the share delivery points (to be specified in Internal Regulations) will be delivered, and the remainder shall be converted into cash within the Trust, with the cash equivalent to the proceeds of such conversion being paid out.

      7. Maximum Amount of Trust Funds Contributed to the Trust and Maximum Number of TEL’s Shares

         Delivered from the Trust

         For BIP Trusts I and II, the maximum amount of trust funds to be contributed to the trust during

         the trust period and the maximum number of TEL’s shares to be delivered to corporate directors from

         the Trust for each applicable period shall be determined by the resolution of the general meeting of shareholders of TEL or its subsidiary to which the corporate director belongs.

      8. Voting Rights Regarding TEL’s Shares Held in Trust

         With regard to TEL’s shares held in the BIP Trusts I and II, voting rights shall not be exercised during the trust term in order to ensure management neutrality. With regard to TEL’s shares held in the ESOP Trust, the trustee will issue instructions regarding the exercise of rights as a shareholder, and the ESOP Trust will exercise voting rights in accordance with such instructions.

      9. Other Provisions of This Program

Other details regarding this program shall be determined by TEL’s Board of Directors or

Internal Regulations.

2-3. Global ESPP

1. Program Name

   Tokyo Electron Employee Share Purchase Plan

2. Participating Companies

   The participating companies under this plan shall be overseas subsidiaries designated by TEL.

3. Eligibility

   Eligibility is granted to employees of the participating companies who are residents of the

   country where the company’s office is located.

4. Right to Acquire Shares

   1. Participants may make regular contributions toward the purchase of TEL’s common stock through payroll deductions. In response to the participant’s contributions, TEL or the applicable company to which the participant belongs will contribute an incentive payment to , which will be applied toward the purchase price of TEL’s stock.

   2. TEL has the right to determine the maximum contribution amount for participants and the details of the incentive payments. TEL may also change these terms.

   3. Participants may suspend contributions toward the purchase amount and may resume contributions.

5. Plan Administrator

   1. TEL will designate a Plan Administrator to operate this Plan. The Plan Administrator will acquire TEL’s shares on behalf of the Participants using the purchase funds and shall hold and manage such shares.

   2. Participants may instruct the Plan Administrator to sell or transfer the acquired shares.

6. Reinvestment of Dividends

   Dividends on TEL’s shares held by the Plan Administrator on behalf of Participants shall be reinvested as funds for the purchase of TEL’s shares. However, in light of applicable laws and regulations, dividends may not be reinvested.

7. Loss of Eligibility

   If a Participant retires or resigns from the Group, they shall lose their eligibility for this Plan upon retirement or resignation.

8. Other Conditions

In addition to the above, the provisions of any regulations regarding this Plan separately established by TEL or the participating company, as well as the terms of the stock purchase agreement entered into among TEL or the participating company, the Plan Administrator, and the Participants, shall apply.

1. Business Developments and Results

   With respect to the global economy in the current consolidated fiscal year, despite the need to monitor future macroeconomic trends closely as signs of inflation were seen in Europe and the United States toward the end of the fiscal year against a backdrop of higher energy prices associated with escalating geopolitical tensions in the Middle East, the economy overall remained strong.

   In the electronics industry, in which the TEL Group operates, increased demand for AI servers used in data centers drove growth in the overall semiconductor market.

   Under the circumstances, in the semiconductor production equipment market, while capital investment in China showed signs of leveling off compared with the same period of the previous fiscal year, capital investment in semiconductors used for generative AI applications increased significantly.

   Against the backdrop of the transition to a data-driven society accompanied by the advancement of information and communication technology, the evolution of AI to enhance productivity and create new value, and efforts towards a decarbonized society, the role of semiconductors and their technological innovation are becoming increasingly important. Consequently, the semiconductor production equipment market is expected to grow even further in the medium- to long-term.

   As a result, with respect to the consolidated business results for the fiscal year under review, net sales for the fiscal year increased 0.5% from the previous fiscal year to 2,443,533 million yen; operating income decreased 10.4% to 624,936 million yen; ordinary income decreased 10.9% to 630,338 million yen, and net income attributable to owners of parent was 574,454 million yen, a year-on-year increase of 5.6%.

   Main Businesses

   The TEL Group sets the development, production, sales and maintenance of semiconductor production equipment as the core of its business.

2. Capital Investment and Procurement of Funds

   In the current consolidated fiscal year, the TEL Group acquired 216,063 million yen in tangible fixed assets. The main capital investments were as indicated below.

   • Acquired R&D evaluation equipment, etc., to create high value-added products that contribute to semiconductor technology innovation.

   • Building investments in preparation for future business expansion:

     1. Main buildings completed during the current consolidated fiscal year

        Buildings	Month and year of completion	Target products
        Development Building No. 3 at Tokyo Electron Miyagi Ltd. (Miyagi)	April, 2025	Etch system
        Process Development Building at Tokyo Electron Kyushu Ltd. (Kumamoto)	October, 2025	Coater/developer, cleaning system
        Tohoku Production and Logistics Center at Tokyo Electron Technology Solutions Ltd. (Iwate)	November, 2025	Film deposition system

     2. Main buildings commenced construction during the current consolidated fiscal year

        Buildings	Construction start/completion timing	Target products
        Miyagi Innovative Production Center at Tokyo Electron Miyagi Ltd. (Miyagi)	June 2025 (construction start) Summer 2027 (expected completion)	Etch system

        The funding required for the investments came entirely from our own resources; there is nothing to be stated regarding fund procurement.

3. Challenges and Opportunities

   The TEL Group, one of the world’s leading suppliers of semiconductor production equipment, engages in business activities, with its corporate philosophy stating that “We strive to contribute to the development of a dream-inspiring society through our leading-edge technologies and reliable service and support.”

   1. Business Policies

      As a company that began as a trading company specializing in technology, TEL perceived, at an early stage, changes in the business environment and quickly responded to such changes. This involved making the transition to becoming a manufacturer with development production functions and building a global sales and support framework. While rapidly responding to these changes, TEL has grown by supplying the world’s markets with products and services with high added value. In addition, TEL has continued to grow by creating original, pioneering technologies in the semiconductor production equipment market, where ongoing technological innovation and growth are expected.

      The driving forces of our group are comprised of abundant technical know-how cultivated as an industry leader, the trust from customers on our reliable technical services, and the challenging spirit of our employees, who are capable of flexibly and rapidly adapting to changes in the environment.

      TEL will continue to engage in our business by leveraging our expertise and leading-edge technology and contribute to technological innovation in semiconductors, which is indispensable to support sustainable development in the world, while aiming to become a world-class, highly profitable company.

   2. Vision

      The TEL Group’s Vision is to be “A company filled with dreams and vitality that contributes to technological innovation in semiconductors.”

      This vision is based on TEL’s Shared Value (TSV (Note 1)). Utilizing our expertise as a semiconductor production equipment manufacturer, the TEL Group will continuously create high value-added, leading-edge equipment and technical services, contributing to technological innovation in semiconductors that supports society’s digitalization and decarbonization aimed at preserving the global environment. Furthermore, we view profit as a measure of the value of our products and services and actively pursue its growth. By putting such profits into future growth investments, we aim for medium- to long-term profit expansion and continuous corporate value enhancement. Our corporate growth is enabled by people, and our employees both create and fulfill company values. We work to realize this vision through engagement with our stakeholders.

      (Note) 1. TSV is the TEL Group’s reframing of the CSV (Creating Shared Value) concept in terms of its own business. CSV is the concept that, by using a company’s expertise to resolve social issues, we can create social and economic value, enhance corporate value, and realize sustainable growth.

   3. Business Environment

      With the recent emergence of generative AI, the utilization of AI is expanding day by day, and the relationship between digital technology and both our daily lives and all industries has become closer than ever before. Consequently, the role of semiconductors and the importance of their technological innovation are becoming increasingly significant. In the near term, strong AI demand tends to be tightening supply of high-performance semiconductor devices and pushing prices higher. Over the medium- to long-term, however, supply and demand are expected to rebalance. At the same time, the semiconductor market is expected to continue growing, driven by expanding applications such as AI servers and robotics. High-value-added new equipment and technical services are essential in technological innovation supporting the growth of the semiconductor device market, and the semiconductor production equipment business in which the TEL Group participates is expected to grow significantly in the future.

      In the event that the closing of the Strait of Hormuz is prolonged due to tensions in the Middle East, we will pay close attention to the potential concerns surrounding supply chain disruptions.

   4. Initiatives for Medium- to Long-term Growth

      As our Medium-term Management Plan, TEL Group targets net sales of 3 trillion yen or more, an operating margin of 35% or more, and an ROE of 30% or more, with fiscal year ending March 31, 2027 as the target year. Based on our broad product lineup that leverages our industry-leading shipment record (cumulative total of 100,000 units or more) and the largest number of patents held in the industry (26,000 or more), we aim to achieve this Medium-term Management Plan by providing high-value-added new products and technical services in both the areas of semiconductor scaling and advanced packaging.

      Furthermore, in addition to the above, we established the following five-year growth investment plan from the fiscal year ended March 31, 2025 to further enhance the TEL Group’s strengths and maximize future growth opportunities, and are currently proceeding with its implementation.

      • R&D investments: 1.5 trillion yen or more (5-year cumulative total)

      • Capital investments: 700.0 billion yen or more (5-year cumulative total)

      • Recruitment: Hire approximately 10,000 employees globally (5-year cumulative total)

        • Human Resources Initiatives

          To enable our employees to maximize their abilities and enhance their motivation and engagement with the company, TEL Group is committed to “motivation-oriented management” based on the following five key points:

          1. A sense of contributing to the development of industry and society through one’s company

             and work

             ⇒TSV (TEL’s Shared Value): Contributing to innovation of semiconductor technology that supports decarbonization towards digitalization and the preservation of the global environment

          2. Having dreams and expectations for the company’s future

             ⇒Pursue the achievement of world-class profitability across the entire group, based on Medium-term Management Plan

          3. Opportunities for challenge

             ⇒ Implementing growth investments, including active research and development investment

          4. Fair evaluation of results and globally competitive compensation

             ⇒Adoption of a performance-linked compensation system

          5. An open and communicative workplace

             ⇒Regularly holding communication sessions between employees and top management, including employee meetings and discussions.

             Furthermore, recognizing the importance of diversity in talent, we are promoting diversity, equity and inclusion with a focus on the 3G perspectives of Global, Gender, and Generation. We also offer a variety of career paths and are enhancing our education programs to support employee growth.

             In addition, we are fostering succession candidates based on the TEL Succession Plan, in order to develop the next generation of management executives. The Nomination Committee analyzes and scrutinizes the development of the candidates and reports to the Board of Directors, which then appropriately oversees the progress of the successor candidate development plan.

             Furthermore, we are also actively working to develop talent who will drive the future semiconductor industry, such as students and researchers. Through supporting various industry-academia collaboration programs, such as joining the U.S.-Japan University Partnership for Workforce Advancement and Research & Development in Semiconductors (UPWARDS) for the Future (Note 2), which is comprised of universities in Japan and the United States, we will help foster next generation talent who will lead semiconductor technological innovation, and contribute to the development of the semiconductor industry.

             (Note) 2. U.S.-Japan University Partnership for Workforce Advancement and Research & Development in Semiconductors

        • Environmental, Social, and Governance (ESG) Activities

        The TEL Group promotes sustainability initiatives, strives to reduce and eliminate risks encountered in conducting business, and aims to enhance corporate value by contributing to the realization of a sustainable society based on the concept of TSV (TEL’s Shared Value).

        The TEL Group’s activities are highly regarded, consistently being selected as an investment stock in leading global ESG investment indexes such as the “Dow Jones Best-in-Class Asia Pacific Index.”

        [Environmental Activities]

        As the importance of preserving the global environment becomes increasingly significant in society, the TEL Group is committed to reducing environmental impact, particularly decarbonization, through all business activities. The TEL Group has set a “net zero” target to achieve virtually zero greenhouse gas emissions by 2040, and is promoting initiatives such as reducing customers’ CO2 emissions from using our products, reducing the environmental impact of logistics through reduced wood packaging and modal shift promotion, and expanding renewable energy use and reducing resource consumption at each office.

        Furthermore, we are working to reduce the environmental impact across the entire lifecycle of our products (Note 3), not only within the TEL Group but also in collaboration with our customers and partner companies. As part of this effort, we are promoting “E-COMPASS (Note 4),” an initiative focused on the environment, aiming to achieve technological innovation in semiconductors and reduce environmental impact throughout the entire supply chain.

        Additionally, we are implementing countermeasures based on the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) regarding the risks and opportunities posed by climate change to our business, and implementing measures in response to climate change and providing transparent information disclosure as a responsible global company.

        (Notes)

        1. Product Lifecycle: The value chain from product planning, development, and design, through procurement, manufacturing, logistics, customer use, maintenance and service, to disposal.

        2. Environmental Co-Creation by Material, Process and Subcomponent Solutions

[Governance Activities]

By having a Board of Directors that is highly effective, building a proactive corporate management system, and continually tackling issues based on opinions from institutional investors and other parties, we are maintaining a strong corporate governance framework. Our basic approach for this is “‘offense’ x ‘offense’ governance.” The first “offense,” as previously mentioned, refers to our proactive business activities, consistently pursuing world-class profitability while simultaneously aiming for short-, medium-, and long-term profits. The second “offense” is our proactive approach to building a strong management foundation, prioritizing safety, quality, and compliance, which are the foundation for all corporate activities, as well as strengthening engagement with stakeholders including our employees, and enhancing security. In addition to these, we implement the following initiatives and execute businesses with an operating rhythm to enhance the effectiveness of our governance.

Efforts to strengthen the effectiveness of governance

• Audit & Supervisory Board System: This system, composed of a Board of Directors and an Audit & Supervisory Board, is used to supervise management through the Audit & Supervisory Board

• Board of Directors off-site meetings: Discussions by Corporate Directors, Audit & Supervisory Board Members, and Corporate Officers regarding medium- and long-term strategies and issues, etc. (twice per year)

• CEO reports: Reports by the CEO to the Board of Directors on the status of important business execution (at each Board of Directors meeting)

• Closed Representative Director evaluation sessions: Sessions attended by Corporate Directors, excluding the Representative Director, Audit & Supervisory Board Members, and Corporate Officers (once per year)

  Operating rhythm supporting business execution

• Corporate Officers Meetings (COM): Highest decision-making body on the executive side (once per month)

• Corporate Senior Staff (CSS) meetings: Global Group-spanning coordination of all business execution (four times per year)

• Division Officers Meetings (DOM): Discussions on corporate innovation and evolution, opportunities for innovation (once per month)

• Quarterly review meetings: Monitoring of progress on Medium-term Management Plan (four times per year)

1. Engagement with Capital Markets

   Our management actively engages in Investor Relations (IR) and Shareholder Relations (SR) activities to contribute to our sustainable growth and increase corporate value over the medium- to longterm. In IR activities, the CEO and other officers give presentations at quarterly earnings briefings and Medium-term Management Plan briefings to share business strategies and growth stories. Moreover, throughout the year we hold dialogue events with investors and conduct investor visits both in Japan and overseas, with participation by the CEO and other officers to ensure proactive communication. This has increased opportunities for face-to-face interactions with investors and enhanced the recognition of the TEL Group and the Japanese semiconductor production equipment industry.

2. Capital Policy

The TEL Group’s capital policy is based on securing the funds necessary for investment in growth, continuing to make proactive efforts to return profits to shareholders, and striving for appropriate balance sheet management from a medium- to long-term growth perspective. Specifically, TEL will target sustainable growth by further improving operating income to sales and capital efficiency and making efforts to expand cash flow, and shall pursue a high level of capital efficiency, including improving ROE.

Our dividend policy is to link dividend payments to business performance on an ongoing basis and a payout ratio is around 50% based on consolidated net income attributable to owners of parent. Based on this policy, we paid a record high annual dividend of 628 yen in the fiscal year ended on March 31, 2026. We will consider implementing share buybacks in a flexible manner while considering factors such as our current cash position, funds for investing in medium- to long-term growth, share price level, and total return. In the fiscal year ended March 31, 2026, we bought back 149.9 billion yen of our own shares.

Under our corporate philosophy that states, “We strive to contribute to the development of a dream-inspiring society through our leading-edge technologies and reliable service and support,” the TEL Group will pursue sustainable growth and further improvements in corporate value.

We appreciate our shareholders’ continued support and look forward to sharing a brighter

future with our shareholders.