HSINCHU, Taiwan, R.O.C., Feb. 14, 2023 –  TSMC (TWSE: 2330, NYSE: TSM) today held a meeting of the Board of Directors, which passed the following resolutions:

1. Approved the 2022 Business Report and Financial Statements. Consolidated revenue totaled NT$2,263.89 billion and net income was NT$1,016.53 billion, with diluted earnings per share of NT$39.20.

2. Approved the distribution of a NT$2.75 per share cash dividend for the fourth quarter of 2022, and set June 21, 2023 as the record date for common stock shareholders entitled to participate in this cash dividend distribution, and the ex-dividend date for the common shares shall be June 15, 2023. As required by Article 165 of Taiwan’s Company Law, the shareholders’ register shall be closed for five days prior to the record date (June 17 through June 21, 2023) for registration transfer, and the dividend will be paid on July 13, 2023. In addition, the ex-dividend date for TSMC American Depositary Shares (ADSs) will be June 15, 2023. The record date for TSMC ADSs entitled to participate in this cash dividend distribution will be June 16, 2023.

3. Approved distribution of employees’ business performance bonus and profit sharing totaling approximately NT$121,404.00 million for 2022. This includes business performance bonus of NT$60,702.00 million distributed following each quarter of 2022 and profit sharing of NT$60,702.00 million to be distributed in July 2023.

4. Approved capital appropriations of approximately US$6,959.5 million for purposes including: 1) Installation and upgrade of advanced technology capacity; 2) Installation of specialty technology capacity; 3) Fab construction, and installation of fab facility systems.

5. Approved the capital injection of not more than US$3.5 billion to TSMC Arizona, a wholly-owned subsidiary of TSMC.

6. Approved the issuance of unsecured corporate bonds in the domestic market for an amount not to exceed NT$60 billion to finance TSMC’s capacity expansion and/or pollution prevention related expenditures.

7. To attract and retain corporate executives and critical talents and to link their compensation with shareholders’ interests and ESG achievements, the board approved the issuance of 2,110,000 shares of 2022 employee restricted stock awards (RSAs). In addition, the board approved the issuance of no more than 6,249,000 common shares of RSAs for the year 2023, which will be submitted to the 2023 Annual Shareholders’ Meeting for approval.

8. Approved the renaming of “Audit Committee” to “Audit and Risk Committee”, and the renaming of “Compensation Committee” to “Compensation and People Development Committee”, and the establishment of a “Nominating, Corporate Governance and Sustainability Committee” of the Board of Directors.

9. Approved the convening of the 2023 AGM for 9:00 a.m. on June 6, 2023 at Ambassador Hotel Hsinchu (10F, No. 188, Section 2, Zhonghua Road, Hsinchu).