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    8035   JP3571400005

TOKYO ELECTRON LIMITED

(8035)
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Tokyo Electron : Granting of Share Subscription Rights for Stock-linked Compensation

06/17/2021 | 05:32am EDT

June 17, 2021

Name of the Company:

Tokyo Electron Limited

Name of the Representative:

Toshiki Kawai

President & CEO

(Representative Director)

(Code No.8035; The First Section of the Tokyo Stock Exchange)

Person to contact:

Tatsuya Aso

Vice President of Legal Dept.

(Tel: 03-5561-7000)

Granting of Share Subscription Rights for Stock-linked Compensation

We would like to inform that Tokyo Electron Limited (TEL) has decided on specific content of the share subscription right for the purpose of implementing stock-linked compensation at the Board Meeting held today as follows, which is based on the provisions of Article 236, Article 238, and Article 239 of the Companies Act and resolution of the TEL's 58th Annual General Meeting of Shareholders (this "General Shareholders Meeting").

Outlines of The 17th Share Subscription Rights of Tokyo Electron Ltd.

1. Name of the share subscription rights

The 17th Share Subscription Rights of Tokyo Electron Ltd.

2. Outlines of the share subscription rights

  1. People eligible for the granting of subscription rights, number of the share subscription rights to be granted.
  1. The subscription rights as stock compensation for TEL corporate directors

TEL corporate directors (excluding outside directors) 33,200 shares 8 people

However, if the total fair value of the subscription rights as of the date of allotment exceeds the upper limit of stock compensation (1,515 million yen) as approved by this General Shareholders Meeting, the number of subscription rights to be granted to TEL corporate directors shall be decreased to the maximum whole number of the total fair value not exceeding 1,515 million yen. Depending on the status of the agreement for granting share subscription rights, there is a possibility that the number of subscription rights to be granted to TEL corporate directors is decreased.

  1. The subscription rights as stock compensation for executive officers, etc. of TEL and TEL subsidiaries
    1

People who are judged as necessary among TEL executive officers, senior employees as of the final day of the 58th FY (excluding people who are concurrently serving as TEL corporate directors as of the

date of allotment)

15,100 shares 34 people

People who are judged as necessary among corporate directors and executive officers, senior employees of TEL's subsidiaries in Japan as of the final day of the 58th FY, as well as corporate directors and executive officers, senior employees of TEL's overseas subsidiaries (excluding corporate directors and executive officers, senior employees as of the final day of the fiscal year ended 2021 of Tokyo Electron Device Limited which is an equity method affiliate of TEL)

22,400 shares 57people

However, in the case of the proviso in (1-i) above, the number of subscription rights to be granted to executive officers of TEL and corporate directors and executive officers, etc. of TEL subsidiaries shall be decreased at the same ratio as that for the number of subscription rights to be granted to TEL corporate directors. In this calculation, any fractions smaller than one subscription right will be disregarded. Depending on the status of the agreement for granting share subscription rights, there is a possibility that the number of subscription rights to be granted to executive officers, etc. of TEL and TEL subsidiaries is decreased.

  1. Number and type of shares to be issued for the subscription rights
  1. The subscription rights as stock compensation for TEL corporate directors

TEL common stock of 33,200 shares (however, in the case of the proviso in (1-i) above, the number of shares equivalent to the product of the number of subscription rights so decreased pursuant to such proviso multiplied by 100)

If the Company implements a share split or share consolidation, the number of subject shares shall be adjusted according to the formula below; provided, however, that this adjustment will be made only with respect to the number of shares subject to subscription rights not yet exercised at the time of splitting or consolidation. In this calculation, any fraction of a share smaller than one share will be disregarded.

Adjusted number of shares = Number of shares before adjustment × Split or consolidation ratio In addition, if the number of shares to be issued needs to be adjusted for any reason, TEL will adjust the number of shares to be issued as appropriate in a reasonable scope according to a resolution of a meeting of the Board of Directors.

  1. The subscription rights as stock compensation for executive officers, etc.of TEL and TEL subsidiaries TEL common stock of 37,500 shares (however, in the case of the proviso in (1-ii) above, the number of shares equivalent to the product of the number of subscription rights so decreased pursuant to such proviso multiplied by 100)

2

If the Company implements a share split or share consolidation, the number of subject shares shall be adjusted according to the formula below; provided, however, that this adjustment will be made only with respect to the number of shares subject to subscription rights not yet exercised at the time of splitting or consolidation. In this calculation, any fraction of a share smaller than one share will be disregarded.

Adjusted number of shares = Number of shares before adjustment × Split or consolidation ratio

In addition, if the number of shares to be issued needs to be adjusted for any reason, TEL will adjust the number of shares to be issued as appropriate in a reasonable scope according to a resolution of a meeting of the Board of Directors.

  1. Aggregate number of the subscription rights
  1. The subscription rights as stock compensation for TEL corporate directors 332
    However, if the total fair value of the subscription rights as of the date of allotment exceeds the upper limit of stock compensation (1,515 million yen) as approved by this General Shareholders Meeting, the number of subscription rights to be granted to TEL corporate directors shall be decreased to the maximum whole number of the total fair value not exceeding 1,515 million yen. Depending on the status of the agreement for granting share subscription rights, there is a possibility that the number of subscription rights to be granted is decreased.
    (The number of shares to be issued for one subscription right is 100 shares. However, in the event that the number of shares is adjusted as determined in (2-i) above, this number will be similarly adjusted.)
  2. The subscription rights as stock compensation for executive officers, etc. of TEL and TEL subsidiaries 375
    However, in the case of the proviso in (3-i) above, the number of subscription rights to be granted to executive officers of TEL and corporate directors and executive officers, etc. of TEL subsidiaries shall be decreased at the same ratio as that for the number of subscription rights to be granted to TEL corporate directors. In this calculation, any fractions smaller than one subscription right will be disregarded. Depending on the status of the agreement for granting share subscription rights, there is a possibility that the number of subscription rights to be granted is decreased.
    (The number of shares to be issued for one subscription right is 100 shares. However, in the event that the number of shares is adjusted as determined in (2-ii) above, this number will be similarly adjusted.)
  1. Payment amount for the subscription rights

Gratis

  1. Value of assets required for the exercise of subscription rights
    3

The value of assets required to exercise one subscription right shall be the amount determined by multiplying 1 yen per share in payment by the number of shares to be issued for one subscription right as determined in (3) above.

(6) Exercise period for the subscription rights

The exercise period of the subscription rights shall be from July 1, 2024 until May 31, 2041. However, the exercise by the Optionee may be restricted in accordance with the terms and conditions under the agreement for granting share subscription rights concluded thereof, besides regarding the agreement for granting subscription rights for taxpayers in the U.S., the subscription rights shall be exercised on July 1, 2024.

  1. Matters regarding increase in capital and capital reserves upon issuance of shares through exercising of the subscription rights
    1. The amount of increased capital due to issuing of shares through exercising of the subscription rights shall be half of the maximum amount of increase in capital as calculated according to the provisions of Paragraph 1 of Article 17 of the Company Calculation Regulations, and fractions under 1 yen resulting from calculations shall be rounded up.
    2. The amount of increased capital due to issuing of shares through exercising of the subscription rights shall be the amount of increased capital stipulated in (7-i) above, subtracted from the maximum amount of increase in capital stated in (7-i) above.
  2. Conditions for exercising the subscription rights
    1. The subscription rights may not be exercised for a unit of less than one. (The minimum number of subscription rights exercisable shall be one.)
    2. When exercising the subscription rights, the Optionee shall be a director, a statutory auditor, an employee, etc. of TEL, or subsidiary or affiliated company of TEL.
    3. Notwithstanding Paragraph (8-ii) above, in the event of the death of the Optionee on or before June 30,

2024, the successor(s) of the Optionee may succeed to and exercise the subscription rights within one

  1. year from July 1, 2024, or in the event of the death of the Optionee on or after July 1, 2024, the successor(s) of the Optionee may succeed to and exercise the subscription rights within one (1) year

after the Optionee's death; provided, however, that the successor(s) of the Optionee shall exercise the subscription rights by the end of the exercise period.

  1. Notwithstanding Paragraph (8-ii) above, when the Optionee resigns (or retires) from a director, a statutory auditor, an employee, etc. of TEL, or a subsidiary or affiliated company of TEL on or before June 30, 2024 (if the Optionee holds several offices at the same time or consecutively, this means when the Optionee resigns (or retires) from all offices, hereinafter the same shall apply), the Optionee may exercise the Subscription Rights within one (1) year from July 1, 2024; or when the Optionee resigns (or retires) from a director, a statutory auditor, an employee, etc. of TEL, or a subsidiary or affiliated

4

company of TEL on or after July 1, 2024, the Optionee may exercise the Subscription Rights within one (1) year from the date of resignation (or retirement); provided, however, that the Optionee shall exercise the Subscription Rights by the end of the Exercise Period.

    1. Notwithstanding the Exercise Period, when any of the following (a) through (d) become applicable to the Optionee, the Optionee may not exercise the Subscription Rights thereafter and the Subscription Rights will lapse immediately.
      1. When the Optionee becomes subject to an imprisonment;
      2. When the Board of Directors of TEL determines that the Optionee has intentionally or through gross negligence caused material damages to be incurred by TEL, or subsidiaries or affiliated companies of TEL;
      3. When the Optionee becomes a director or an employee of a competitor of TEL, or subsidiaries or affiliated companies of TEL (excluding the case where TEL gives prior written consent to the Optionee); or
      4. When the Optionee offers in writing to waive the Subscription Rights in whole or in part.
  1. Acquisition of the 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 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.

(10) Restriction on acquisition of the subscription rights by way of transfer

The acquisition of the subscription rights by way of a transfer requires approval being granted at a meeting of the Board of Directors of TEL.

  1. Policies decided regarding lapse of the subscription rights due to restructuring and details regarding delivery of the subscription rights from the restructuring company
    In the event that a merger (limited to mergers in which TEL will cease to exist), absorption-type demerger or incorporation-type demerger (limited to demergers in which TEL will become the demerging company), stock-for-stock exchange, or stock-transfer (limited to exchanges/transfers in which TEL becomes the wholly-owned subsidiary; all of the above scenarios called "Organizational
    Restructuring" collectively) occurs, the share subscription rights of the joint stock company(ies) listed in Article 236, Paragraph 1, Items 8 (i) through 8 (ho) of the Companies Act (the "Restructuring

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

TEL - Tokyo Electron Ltd. published this content on 17 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 June 2021 09:31:01 UTC.


© Publicnow 2021
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