TOKYO ELECTRON LIMITED

Notice regarding the Termination of the Business Combination Agreement and the Cancellation of the Share Exchange with TEL Japan GK

       Tokyo Electron Limited (President and Representative Director: Tetsuro Higashi) ("Tokyo Electron") hereby announces that at the board of directors' meeting held today, Tokyo Electron resolved to terminate the business combination agreement (the "Business Combination Agreement") with Applied Materials, Inc. ("Applied Materials") to combine their respective businesses through a merger of equals (the "Business Combination") and cancel the share exchange with TEL Japan GK (Representative Partner: Tokyo Electron), pursuant to which (1) TEL Japan GK would become the sole parent company of Tokyo Electron and (2) Tokyo Electron would become a wholly-owned subsidiary of TEL Japan GK (the "Tokyo Electron Share Exchange").
        As announced in the press release titled "Notice Regarding the Execution of an Agreement to Combine Tokyo Electron Limited and Applied Materials, Inc." dated September 24, 2013, the press release titled "(Additional) Notice Concerning Added Disclosure for the 'Notice Regarding the Execution of an Agreement to Combine Tokyo Electron Limited and Applied Materials, Inc." dated October 2, 2013, and the press release titled "Notice Regarding the Scheme Change to Combine Tokyo Electron Limited and Applied Materials, Inc." dated February 15, 2014 (collectively, the "Disclosed Press Releases regarding the Business Combination"), Tokyo Electron and Applied Materials, Inc. agreed to the Business Combination and executed the Business Combination Agreement.
        Moreover, as announced in the press release titled "Notice regarding the Execution of the Share Exchange Agreement between Tokyo Electron Limited and TEL Japan GK regarding the Business Combination between Tokyo Electron Limited and Applied Materials, Inc." dated May 14, 2014, and the press release titled "(Amended) Notice regarding the Execution of the Share Exchange Agreement between Tokyo Electron Limited and TEL Japan GK regarding the Business Combination between Tokyo Electron Limited and Applied Materials, Inc." dated May 28, 2014 (collectively, the "Disclosed Press Releases regarding the Tokyo Electron Share Exchange", the Disclosed Press Releases regarding the Business Combination and the Disclosed Press Releases regarding the Tokyo Electron Share Exchange are hereinafter referred to as the "Disclosed Press Releases"), as a part of the Business Combination, Tokyo Electron executed the share exchange agreement dated May 14, 2014 regarding the Tokyo Electron Share Exchange (the "Tokyo Electron Share Exchange Agreement"). In addition, at the annual general meeting of shareholders of Tokyo Electron held on June 20, 2014, the shareholders of Tokyo Electron resolved to approve the Tokyo Electron Share Exchange Agreement.
        However, at the board of directors' meeting held today, Tokyo Electron resolved to terminate the Business Combination Agreement and cancel the Tokyo Electron Share Exchange as discussed further below.


1.      Reason for the termination of the Business Combination Agreement and the cancellation of the Tokyo Electron Share Exchange
        As announced in the Disclosed Press Releases, the Business Combination Agreement and the Tokyo Electron Share Exchange Agreement (the Tokyo Electron Share Exchange is a part of the Business Combination), provided various conditions precedent to closing, including the approval of certain governmental regulators and authorities under applicable competition laws.
        In order to fulfill these conditions precedent, Tokyo Electron and Applied Materials have discussed the Business Combination extensively with governmental regulators and authorities related to competition laws in several jurisdictions. Tokyo Electron and Applied Materials have devoted their best efforts to complete the Business Combination " to provide customers with innovative solutions as a global innovator", which is the purpose of the Business Combination, and at the same time to acquire the approval of each governmental regulator and authority under applicable competition laws. However, there remains a gap between the view of Tokyo Electron and Applied Materials and the view of the United States Department of Justice, and it becomes apparent that such gap will not be able to be bridged.
        Therefore, as a result of further careful discussions between both companies, Tokyo Electron and Applied Materials have regrettably agreed to the termination of the Business Combination Agreement. As a result, the Tokyo Electron Share Exchange, which was to be a part of the Business Combination, will also be cancelled.

2.      Predicted impact on Tokyo Electron's business
        The predicted impact of the termination of the Business Combination Agreement and the cancellation of the Tokyo Electron Share exchange on Tokyo Electron's business for this fiscal year is stated in the consolidated financial forecast for the next fiscal year indicated in the summary of financial results disclosed today. In case it is necessary to update the financial forecast in the future, such update will be announced.

        We appreciate the continuing support and cooperation of all shareholders, customers and other relevant entities.



FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements, including but not limited to those regarding the termination of the proposed business combination (the "Business Combination") between Applied Materials, Inc. ("Applied Materials") and Tokyo Electron Limited ("Tokyo Electron"). These statements may discuss the anticipated manner, terms and conditions upon which the proposed Business Combination could have been consummated, the termination of Business Combination, the trends and the future performance of Tokyo Electron's businesses following the termination of the proposed Business Combination, and similar matters. Forward-looking statements may contain words such as "predict," "expect," "believe," "may," "can," "should," "will," "forecast," "anticipate" or similar expressions, and include the assumptions that underlie such statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to: the potential impact of the termination of the proposed Business Combination on the parties' relationships with third parties; the level of demand for Tokyo Electron's products, which is subject to many factors, including uncertain global economic and industry conditions, demand for electronic products and semiconductors, and customers' new technology and capacity requirements; Tokyo Electron's ability to (i) develop, deliver and support a broad range of products, expand their markets and develop new markets, (ii) timely align their cost structures with business conditions, and (iii) attract, motivate and retain key employees; and other risks described in the filings by Tokyo Electron with the Financial Services Agency of Japan.

All forward-looking statements in this communication are based on management's estimates, projections and assumptions as of the date hereof. All forward-looking statements in disclosed materials referenced in this communication are based on management’s estimates, projections and assumptions as of September 24, 2013 or such later date as expressly indicated for a particular disclosed material. Except as required under applicable law, none of Applied Materials, Tokyo Electron or Eteris B.V. (old name: TEL-Applied Holdings B.V.) undertakes any obligation to update any forward-looking statements.