Fiscal Year 2002 (the 39th FY) Annual Shareholders Meeting

May 10, 2002

Fiscal Year 2002 (the 39th FY) Annual Shareholders Meeting

Tokyo Electron Limited, at its board meeting held on May 10, 2002, approved on the date/time, location and agenda for the 39th Fiscal Year Annual Shareholders Meeting as follows:

1. Date/time:

Friday, June 21, 2002 10:00 a.m.

2. Location:

Hotel Okura Tokyo
10-4, 2-chome Toranomon, Minato-ku
Tokyo 105-0001, Japan

3. Agenda:

Items to be reported:

Report on the business report, the balance sheet and the statement of income for the fiscal year from April 1, 2001 to March 31, 2002 (the 39th fiscal year).

Items to be voted on:

Proposal 1: Approval of the appropriation of retained earnings for the 39th fiscal year

Although the company posted losses as a result of the rapid deterioration in business conditions during the fiscal year, it intends to adhere to its policy of providing returns to shareholders, and dividends per share at the end of this fiscal year willl be 4 yen (dividends for the full year including interim dividends will be 8 yen).

Proposal 2: Partial revision of the Article of Incorporation

	a)	Due to enforcement of new law concerning change of Japanese Commercial Code put into force on October 1, 2001, the company revises part of its Article of Incorporation. These points to be revised are description concerning unit of shares and quorum required for electing corporate director and statuary auditor.
	b)	Due to enforcement of new law concerning change of Japanese Commercial Code put into force on April 1, 2002, the company revises description concerning its means of keeping record for listing shareholders and adds electromagnetic recording as another mean.
	c)	In order to respond to changes of business environment in timely manner and to build the structure that can clarify the management responsibility, the term of office of corporate director is to be changed to one year from current two years.

Proposal 3: Election of nine corporate directors

All of nine corporate directors will end their terms of office at the end of this Annual Shareholders Meeting and Tetsuro Higashi, Tetsuo Tsuneishi, Takeo Tanaka, Mitsutaka Yoshida, Junichi Inoue and Yukio Sunahara are to be reelected and Hirosuke Ishibashi, Mamoru Hara and Toshiyuki Kondo are to be newly elected.

Proposal 4: Election of two statutory auditors

Hirosuke Ishibashi will end the terms of office and Yoriaki Miyoshi will resign the office as Statutory Auditors at the end of this Annual Shareholders Meeting, and Keiichiro Kuriyama and Fujio Kimura are to be newly elected.

Proposal 5: Payment of retirement allowances for retiring corporate directors and statutory auditors

Retirement allowances will be paid to retiring corporate directors Keiichiro Kuriyama, Kuniyuki Matsuba and Hiroshi Takashima; and retiring statutory auditors Hirosuke Ishibashi and Yoriaki Miyoshi, for the services rendered during their terms.

Proposal 6: Acquisition of the company's shares

The company will repurchase its shares up to 5,000,000 shares for the amount up to 50 billion yen from the end of this Annual Shareholders Meeting to the end of the next Annual Shareholders Meeting.

Proposal 7: Issuance of share subscription rights as stock options

The company will issue, at the maximum, 5,000 units of share subscription rights (100 shares per unit, at the maximum, 500,000 common shares) as stock options for the benefit of directors and executive employees of the company, and those of its subsidiaries, without charge.