Tokyo Electron Limited (hereinafter referred to as "the Company") will submit a proposal to amend its Articles of Incorporation at the annual General Meeting of Shareholders for the 43rd fiscal year (fiscal year 2006) scheduled for June 23, 2006, for the approval of its shareholders. The content of the proposed revisions is set forth below.

1. Purpose of Amendments

The following amendments will be made to the Company's Articles of Incorporation in accordance with the Corporation Law (Law No. 86 of 2005) and the Law concerning Adjustment and Coordination of Related Laws in Association with the Coming into Effect of the Companies Law (Law No. 87 of 2005); both of which came into effect on May 1, 2006.

(1) Distribution of Surplus Earnings as Dividends

Article 459, Paragraph 1, of the Corporation Law allows the boards of directors to distribute surplus as dividends by resolution in a flexible manner, and a new provision will be added to the Articles of Incorporation to enable the Board of Directors to declare dividends by resolution (Proposed Amendments Article 37). Article 37 of the Proposed Amendments will also allow the Company to acquire its own shares by resolution of the Board of Directors. The current provision of Article 6 of the Articles of Incorporation concerning acquisition of its own shares will be deleted.

Article 460, Paragraph 1, of the Corporation Law, allows those companies whose boards of directors are authorized to distribute surplus to limit the right of shareholders to make proposals by including in the Articles of Incorporation a provision that prohibits the General Meeting of Shareholders from distributing surplus as dividends by resolution. The proposed amendments, however, do not include a provision in accordance with Article 460, Paragraph 1, of the Corporation Law.

(2) Conclusion of Liability-Limiting Contracts with Outside Directors and Auditors

Article 427, Paragraph 1, of the Corporation Law allows corporations to conclude contracts with outside auditors that limit the personal liability of such auditors. In accordance with this provision, in order to establish an even stronger audit system, a new provision will be added to the Articles of Incorporation to allow the Company to conclude contracts with outside auditors that limit personal liability for damage to a reasonable degree, enabling them to perform their expected roles adequately (Proposed Amendments Article 33).

Furthermore, with the same objectives, a provision will be added to the Articles of Incorporation to allow the Company to conclude contracts with outside directors limiting their personal liability (Proposed Amendments Article 25).

The auditors have unanimously approved the proposed amendments.

(3) Amendments concerning Authority to Convene General Meeting of Shareholders and Board of Directors Meeting, and concerning Chairman of those Meetings

Articles 12, 13, and 21 of the Articles of Incorporation provide that the president and director shall convene and serve as chairman of the General Meeting of Shareholders and that the chairman and director or president and director shall convene and serve as chairman of Board of Directors meetings. Those articles shall be amended to change the limitations on these qualifications to allow the Board of Directors to authorize a director or directors to convene and serve as chairman of these meetings (Proposed Amendments Articles 13, 14, and 22).

(4) Amendments in Response to Corporation Law and other Amendments

The following amendments will be made to adopt provisions necessary to respond to the coming into effect of the Corporation Law.

● Change of Method of Public Notice

The Company shall change its method of public notice from publication in the Nihon Keizai Shimbun to electronic notice and shall provide for measures when electronic notice is not possible because of unavoidable circumstances, including accidents (Proposed Amendments Article 5). For the time being, when notice is required in addition to electronic notice, notice will also be published in the Nihon Keizai Shimbun.

● Amendments concerning Method of Adopting Board of Directors Resolutions

In order to ensure flexible operation of the Board of Directors, a new provision shall be added to the Articles of Incorporation to allow the Board of Directors to adopt resolutions in writing or by electronic means in accordance with the provisions of Article 370 of the Corporation Law (Proposed Amendments Article 23, Paragraph 2).

As of May 1, 2006, under provisions of the Law concerning Adjustment and Coordination of Related Laws in Association with the Coming into Effect of the Corporation Law concerning interim measures, the Company's Articles of Incorporation are considered to have the following provisions. In addition, as indicated in the Current Articles of Incorporation reflecting amendments in the Deemed Articles of Incorporation (as of May 1, 2006), provisions were revised cross-referring to the Corporation Law and articles numbers were updated.

(1) Provisions concerning the creation of the company's Board of Directors, auditors, Board of Auditors, and accounting auditors.

(2) Provisions concerning the issue of company shares.

(3) Provisions concerning the appointment of a transfer agent.

2. Content of Amendments to Articles of Incorporation

The amendments to the Articles of Incorporation are set forth in the Attached Proposed Amendments (June 23, 2006).

3. Schedule

General Meeting of Shareholders to approve proposed amendments: June 23, 2006 (scheduled)

Effective date of amended Articles of Incorporation: June 23, 2006 (scheduled)

Please note that only the original Japanese text has legal effect and that the English translation is to be solely as reference material