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TSMC Board of Directors Meeting Resolutions: Increase in AZ Spending

Daniel Nenni

Admin
Staff member
TSMC Logo.jpg


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
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

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).

About TSMC
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
visit https://www.tsmc.com.

# # #

TSMC Spokesperson:
Wendell Huang
Vice President and CFO
Tel: 886-3-505-5901

Media Contacts:
Nina Kao
Head of Public Relations
Tel: 886-3-5636688 ext.7125036
Mobile: 886-988-239-163
E-Mail: nina_kao@tsmc.com

Baker Li
Public Relations
Tel: 886-3-5636688 ext.7125037
Mobile: 886-988-932-757
E-Mail: baker_li@tsmc.com
 
I think the TSMC AZ investment is more than $100B now?
TSMC's statements on the matter were that over the course of 2021-2029 they would spend $40B at AZ. I am not an accounting expert, but is it possible that the 3.5B is just the board releasing the money for AZ per their original construction/manufacturing long range plan? Am I also right in my understanding that the ~7B is not specifically for AZ, but for all of TSMC?
 
Below is my understanding. Not necessary correct.

This is for TSMC Arizona company capital. TSMC board approved $3.5B in 2020 and now approved another $3.5B in 2023. So total TSMC Arizona company capital will be $7B. But it's company capital. (Equity). TSMC Arizona can spend more by leveraging.

Actual TSMC Arizona company capital already receive is around $700M only as of 2022/9/30.

Current TSMC Arizona investment plan is $40B.
 
Below is my understanding. Not necessary correct.

This is for TSMC Arizona company capital. TSMC board approved $3.5B in 2020 and now approved another $3.5B in 2023. So total TSMC Arizona company capital will be $7B. But it's company capital. (Equity). TSMC Arizona can spend more by leveraging.

Actual TSMC Arizona company capital already receive is around $700M only as of 2022/9/30.

Current TSMC Arizona investment plan is $40B.
Are subsidiaries allowed to take out loans and the like, or does all funding need to flow through the parent entity?

to TSMC Arizona, a wholly-owned subsidiary of TSMC.
I wonder why they are going for a subsidiary again. That is the route they went for the WA fab, and to put it kindly you can't get TSMC to say anything nice about their WA fab. Doing the same thing again seems weird to me when you could just run it like a normal fab.

It is hard to tell if Samsung Austin Semiconductor is a subsidiary or just a division of SFS. They have their own president, but on the other hand they share the same website and service front end to the rest of Samsung. Meanwhile TSMC's WaferTech LLC has their own website/frontend with a link to go to the TSMC main site. If SAS is a subsidiary then I guess that shows that model can be successful, but to me it just seems like it would be easier to run the fab withing the current organization structure (especially with how dependent the new AZ fab will be on the HVM0 and HVM1 sites during the initial ramp, and rest of the factory network during the rest of the lifetime for those fabs.).
 
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