TSMC Board of Directors Meeting Resolutions
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
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
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
Security B - TSMC Restricted Secret
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).
TSMC pioneered the pure-play foundry business model when it was founded in 1987, and has been
the world’s leading dedicated semiconductor foundry ever since. The Company supports a thriving
ecosystem of global customers and partners with the industry’s leading process technologies and
portfolio of design enablement solutions to unleash innovation for the global semiconductor industry.
With global operations spanning Asia, Europe, and North America, TSMC serves as a committed
corporate citizen around the world.
TSMC deployed 288 distinct process technologies, and manufactured 12,698 products for 532
customers in 2022 by providing broadest range of advanced, specialty and advanced packaging
technology services. The Company is headquartered in Hsinchu, Taiwan. For more information please
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Vice President and CFO
Head of Public Relations
Tel: 886-3-5636688 ext.7125036
Tel: 886-3-5636688 ext.7125037