TSMC Board of Directors Meeting Resolutions

Hsinchu, Taiwan, R.O.C., Feb. 11, 2020 – TSMC (TWSE: 2330, NYSE: TSM) today held a meeting of the Board of Directors, which passed the following resolutions:

1. Approved the 2019 Business Report and Financial Statements. Consolidated revenue totaled NT$1,069.99 billion and net income was NT$345.26 billion, with diluted earnings per share of NT$13.32.

2. Approved the distribution of a NT$2.5 per share cash dividend for the fourth quarter of 2019, and set June 24, 2020 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 18, 2020. 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 20 through June 24, 2020) for registration transfer, and the dividend will be paid on July 16, 2020. In addition, the ex-dividend date for TSMC American Depositary Shares (ADSs) will be June 18, 2020. The record date for TSMC ADSs entitled to participate in this cash dividend distribution will be June 19, 2020.

3. Approved distribution of employees’ cash bonus and profit sharing bonus totaling approximately NT$46,331.50 million for 2019. This includes cash bonus of NT$23,165.75 million distributed following each quarter of 2019 and profit sharing bonus of NT$23,165.75 million to be distributed in July 2020.

4. Approved capital appropriations of approximately US$6,742.1 million (approximately NT$200.9 billion) for purposes including: 1) Fab construction, and installation of fab facility systems; 2) Installation and upgrade of advanced technology capacity; 3) Installation of specialty technology capacity; 4) Installation of advanced packaging capacity; 5) Second quarter 2020 R&D capital investments and sustaining capital expenditures.

5. Approved the issuance of no more than NT$60 billion (approximately US$2.01 billion) in unsecured corporate bonds in Taiwan to finance TSMC’s capacity expansion and/or pollution prevention related expenditures.

6. Approved the convening of the 2020 AGM for 9:00 a.m. on June 9, 2020 at TSMC’s Headquarters (No. 8, Li-Hsin Rd. 6, Hsinchu Science Park, Hsinchu, Taiwan), at which shareholders will hold an election for one additional independent director. The Board of Directors also approved the nomination of Mr. Yancey Hai as a candidate for independent director, and approved the appointment of Mr. Hai as a member of the TSMC Compensation Committee, effective February 11, 2020. Mr. Hai is currently Chairman of Delta Electronics Inc.