TSMC Board of Directors Meeting Resolutions
HSINCHU, Taiwan, R.O.C., Feb. 15, 2022 – TSMC (TWSE: 2330, NYSE: TSM) today held a meeting of the Board of Directors, which passed the following resolutions:
1. Approved the 2021 Business Report and Financial Statements. Consolidated revenue totaled NT$1,587.42 billion and net income was NT$596.54 billion, with diluted earnings per share of NT$23.01.
2. Approved the distribution of a NT$2.75 per share cash dividend for the fourth quarter of 2021, and set June 22, 2022 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 16, 2022. 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 18 through June 22, 2022) for registration transfer, and the dividend will be paid on July 14, 2022. In addition, the ex-dividend date for TSMC American Depositary Shares (ADSs) will be June 16, 2022. The record date for TSMC ADSs entitled to participate in this cash dividend distribution will be June 17, 2022.
3. Approved distribution of employees’ business performance bonus and profit sharing totaling approximately NT$71,202.90 million for 2021. This includes business performance bonus of NT$35,601.45 million distributed following each quarter of 2021 and profit sharing of NT$35,601.45 million to be distributed in July 2022.
4. Approved capital appropriations of approximately US$20,944.17 million (approximately NT$555,017.75 million) for purposes including: 1) Installation and upgrade of advanced technology capacity; 2) Installation of mature and specialty technology capacity; 3) Installation of advanced packaging capacity; 4) Fab construction, and installation of fab facility systems; 5) Second quarter through fourth quarter 2022 R&D capital investments and sustaining capital expenditures.
5. Approved the issuance of unsecured corporate bonds in the domestic market for an amount not to exceed NT$60 billion (approximately US$2.26 billion), and the issuance of US dollar-denominated unsecured corporate bonds in Taiwan’s International Bond Market for an amount not to exceed US$1 billion, to finance TSMC’s capacity expansion and/or pollution prevention related expenditures.
6. 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 1,387,000 shares of 2021 employee restricted stock awards (RSAs). In order to offset dilution from the increase of outstanding shares due to the above-mentioned issuance, the board approved a share buyback program for TSMC to buy back its common shares on the Taiwan Stock Exchange. In addition, the board approved the issuance of no more than 2,960,000 common shares of RSAs for the year 2022, which will be submitted to the 2022 Annual Shareholders’ Meeting for approval.
7. Approved the convening of the 2022 AGM for 9:00 a.m. on June 8, 2022 at Ambassador Hotel Hsinchu (10F, No. 188, Section 2, Zhonghua Road, Hsinchu).