Fiscal Year 2004 (the 41st FY) Annual Shareholders' Meeting
Apr 30, 2004
Tokyo Electron Limited, at its meeting of the board of directors held on April 30, 2004, approved on the date/time, location and agenda for the 41st Fiscal Year Annual Shareholders' Meeting as follows:
| 1. Date/time: | Tuesday, June 22, 2004 10:00 a.m. |
| 2. Location: | Capitol Tokyu Hotel 10-3, Nagata-cho 2-chome, Chiyoda-ku, Tokyo 100-0014, 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, 2003 to March 31, 2004 (the 41st FY). | |
| Items to be voted on: | |
| Proposal 1: Approval of the appropriation of retained earnings for the 41st fiscal year | |
| Considering this period's results and our shareholder-oriented policy, dividends per share at the end of this period shall be 6 yen (dividends for the full year including interim dividends shall be 10 yen). | |
| Proposal 2: Partial revision of the Article of Incorporation | |
|
1) Due to enforcement of new law concerning change of Japanese Commercial Code put into force on September 25, 2003, the company revises part of its Article of Incorporation. These points to be revised are description concerning stock repurchase that enables implementation of flexible and swift investment policy responding to business environment. | |
| Proposal 3: Election of nine corporate directors | |
| All of eight corporate directors will end their terms of office at the end of this Annual Shareholders' Meeting, and Tetsuro Higashi, Tetsuo Tsuneishi, Kisyoshi Sato, Mamoru Hara, Hirosuke Ishibashi, Yukio Sunahara and Toshiyuki Kondo are to be re-elected. Kengo Kuroiwa and Masao Kubodera are to be newly elected as corporate director. | |
| Proposal 4: Election of two statutory auditors | |
| Takanori Suzuki and Hiroshi Maeda will end their terms of office as statutory auditor at the end of this Annual Shareholders' Meeting, and Hiroshi Maeda is to be re-elected. Takeo Tanaka is to be newly elected as a statutory auditor. | |
| Proposal 5: Election of independent auditor | |
| Masatoshi Yoshino, Eiji Miyashita and Fumihiko Sugiura will end their terms of office as independent auditor at the end of this Annual Shareholders' Meeting, and AZSA & Co. is to be newly elected as independent auditor. | |
| Proposal 6: Payment of retirement allowances for retiring corporate directors and statutory auditor | |
Retirement allowances will be paid to retiring corporate director Takeo Tanaka; and retiring statutory auditor Takanori Suzuki for the services rendered during their terms. | |
| Proposal 7: Revision to Limited Amount of Compensation for Corporate Directors | |
At the Fiscal Year 1999 (the 36th FY) Annual Shareholders' Meeting, compensation for corporate directors was revised to not more than 25 million yen per month (not more than 300 million yen per year). Considering the fact that the number of corporate directors has increased compared to then and other factors, the limited amount of compensation shall be increased to not more than 30 million yen per month (360 million yen per year). | |
| Proposal 8: Issuance of share subscription rights as stock options | |
| The company will issue, at the maximum, 8,000 units of share subscription rights (800,000 common shares) as stock options for the benefit of directors and employees of the company, and those of its subsidiaries, without charge. | |
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