Notice of Partial Amendments to the Articles of Incorporation | News Room

Tokyo Electron (the "Company") announced that its Board of Directors have resolved at the meeting held today to submit a proposal entitled “Partial Amendments to the Articles of Incorporation” at the 59th Annual General Meeting of Shareholders of the Company scheduled on June 21, 2022.

1. Objective for amendments

(1) The Company proposes to amend the term "industrial property right" in Article 2 (Objectives) of the current Articles of Incorporation to "intellectual property right".

(2) The Company shall amend its Articles of Incorporation as described below to prepare for the introduction of a system for providing materials for general meetings of shareholders electronically pursuant to the revised provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019), which will come into force on September 1, 2022.

　i. Article 13 (1) of the Proposed Amendments stipulates that measures are to be taken to provide information contained in reference documents, etc. for general meetings of shareholders electronically.

　ii. Article 13 (2) of the Proposed Amendments establishes provisions for limiting the scope of matters disclosed in documents delivered to shareholders who request the delivery of documents.

　iii. Since the stipulation (current Article 13 of the Articles of Incorporation) covering provision via disclosure on the Internet is no longer required, it will be eliminated.

　iv. Supplementary provisions regarding effective dates, etc. will be provided in conjunction with the newly established and eliminated provisions described above.

2. Description of Amendments to the Articles of Incorporation

The amendments to the Articles of Incorporation are as follows.

3. Schedule

Date of Annual General Meeting of Shareholders to amend the Articles of Incorporation:
June 21, 2022 (Scheduled)

Effective date of amendment of the Articles of Incorporation:

June 21, 2022 (Scheduled)

Description of Amendments to the Articles of Incorporation

(Amendments are underlined)

Current Articles of Incorporation	Proposed Amendments
(Objectives) Article 2 The objects of the Company are to engage in the following business. 1. to 4. (Text omitted) 5. To acquire, transfer patent and other industrial property right and to act as an agent in connection therewith; 6. (Text omitted) (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, etc.)Article 13 By disclosing information relating to all matters that shall be described or stated in any reference document for the General Meeting of Shareholders, business report, financial statements and consolidated financial statements upon convening the General Meeting of Shareholders by a method utilizing the Internet in accordance as provided for in the Ordinance of the Ministry of Justice of Japan, the Company may be deemed to have provided such information to the shareholders. <Newly Established> <Newly Established>	(Objectives) Article 2 The objects of the Company are to engage in the following business. 1. to 4. (As currently written) 5. To acquire, transfer patent and other intellectual property right and to act as an agent in connection therewith; 6. (As currently written) <Eliminated> (Measures for Electronic Provision, etc.)Article 13 When convening general meetings of shareholders, the Company will take measures to provide information contained in reference documents, etc. for general meetings of shareholders electronically.2. The Company is permitted to not describe, in whole or in part, the matters to be provided by taking electronic provision measures, as stipulated in Ministry of Justice ordinances, in documents to be delivered to shareholders who requested delivery of said documents by the record date of voting rights. (Supplementary Provisions) 1. The revision of Article 13 of the Articles of Incorporation shall take effect on September 1,2022 (hereinafter the “Enforcement Date”) the revised provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) are enforced. 2. Provisions of the previous paragraph notwithstanding, the Article 13 of the Articles of Incorporation before the revision, “Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, etc.”, will remain in effect with respect to any general meeting of shareholders the date of which is within six months after the Enforcement Date.3. The supplementary provisions will be deleted on the date on which six months have passed since the Enforcement Date, or on the date on which three months have passed since the date of the general meeting of shareholders according to the previous paragraph, whichever is later.

Current Articles of Incorporation

Proposed Amendments

(Objectives)

Article 2 The objects of the Company are to engage in the following business.
1. to 4. (Text omitted)
5. To acquire, transfer patent and other industrial property right and to act as an agent in connection therewith;
6. (Text omitted)

(Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, etc.)Article 13 By disclosing information relating to all matters that shall be described or stated in any reference document for the General Meeting of Shareholders, business report, financial statements and consolidated financial statements upon convening the General Meeting of Shareholders by a method utilizing the Internet in accordance as provided for in the Ordinance of the Ministry of Justice of Japan, the Company may be deemed to have provided such information to the shareholders.

<Newly Established>

<Newly Established>

(Objectives)

Article 2 The objects of the Company are to engage in the following business.
1. to 4. (As currently written)
5. To acquire, transfer patent and other intellectual property right and to act as an agent in connection therewith;
6. (As currently written)

<Eliminated>

(Measures for Electronic Provision, etc.)Article 13 When convening general meetings of shareholders, the Company will take measures to provide information contained in reference documents, etc. for general meetings of shareholders electronically.2. The Company is permitted to not describe, in whole or in part, the matters to be provided by taking electronic provision measures, as stipulated in Ministry of Justice ordinances, in documents to be delivered to shareholders who requested delivery of said documents by the record date of voting rights.

(Supplementary Provisions)
1. The revision of Article 13 of the Articles of Incorporation shall take effect on September 1,2022 (hereinafter the “Enforcement Date”) the revised provisions stipulated in the proviso to Article 1 of the Supplementary Provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) are enforced.
2. Provisions of the previous paragraph notwithstanding, the Article 13 of the Articles of Incorporation before the revision, “Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, etc.”, will remain in effect with respect to any general meeting of shareholders the date of which is within six months after the Enforcement Date.3. The supplementary provisions will be deleted on the date on which six months have passed since the Enforcement Date, or on the date on which three months have passed since the date of the general meeting of shareholders according to the previous paragraph, whichever is later.

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