Major Resolutions of Shareholders’ Meeting and Implementation Status

TSMC’s 2013 Annual Shareholders’ Meeting was held in Hsinchu, Taiwan on June 11, 2013. At the meeting, shareholders present in person or by proxy approved the following resolutions:

(1) The 2012 Business Report and Financial Statements;
(2) The distribution of 2012 profits;
(3) The revisions to the following internal rules:

• Procedures for Acquisition or Disposal of Assets
• rocedures for Lending Funds to Other Parties
• Procedures for Endorsement and Guarantee

Implementation Status

All of the resolutions of the Shareholders’ Meeting have been fully implemented in accordance with the resolutions.

Major Resolutions of Board Meetings

During the 2013 calendar year, and as of the date of this Annual Report, major resolutions approved at Board meetings are summarized below:

(1) Regular Board Meeting of February 4 & 5, 2013:

• approving 2012 business report and financial statements;
• approving distribution of 2012 profits, and cash dividends, employee cash bonus and employee profit sharing;
• approving capital appropriations of US$2,714.76 million;
• approving R&D capital appropriation of US$103.6 million;
• approving the provision of a loan guarantee to wholly-owned subsidiary TSMC Global for its issuance of US dollar-denominated senior unsecured corporate bonds for an amount not to exceed US$1.5 billion; and
• convening the 2013 Annual Shareholders’ Meeting.

(2) Regular Board Meeting of May 13 & 14, 2013:

• approving capital appropriations of US$4,901.9 million (including R&D capital appropriation); and
• approving the issuance of an unsecured straight corporate bond in the domestic market for an amount not exceeding NT$45 billion.

(3) Regular Board Meeting of August 12 & 13, 2013:

• approving capital appropriations of US$1.925 billion; and
• approving R&D capital appropriation of US$37.8 million.

(4) Regular Board Meeting of November 11 & 12, 2013:

• approving capital appropriations of US$829.2 million;
• approving R&D capital appropriation and sustaining capital appropriation totaling US$178.4 million;
• approving the appointment of Drs. Mark Liu and C.C. Wei (in alphabetical order) as President and Co-Chief Executive Officer of TSMC. The Presidents and the Co-Chief Executive Officers shall report to and perform such duties as designated by the Chairman of the Board. After such appointment, Finance and Legal organizations continue to report to the Chairman;
• approving the promotion of Dr. Been-Jon Woo as Vice President; and
• approving the revision of TSMC’s “Procedure of Retirement“ and set the mandatory retirement age to 67.

(5) Regular Board Meeting of February 17 & 18, 2014:

• approving 2013 business report and financial statements;
• approving distribution of 2013 profits, and cash dividends, employee cash bonus and employee profit sharing;
• approving capital appropriations of US$257.1 million (including upgrading specialty technology capacity, R&D capital investments and sustaining capital expenditures);
• approving the promotion of Mr. Rick Cassidy and Dr. Wei-Jen Lo as Senior Vice President; and
• convening the 2014 Annual Shareholders’ Meeting.

Major Issues of Record or Written Statements Made by Any Director Dissenting to Important Resolutions Passed by the Board of Directors during the 2013 Calendar Year and as of the Date of this Annual Report:

None.