台灣半導體股份有限公司
TAIWAN SEMICONDUCTOR CO., LTD.

2024 Annual General Meeting(On-site meeting)Meeting Agenda(Translation)

June 19, 2024

Table of Contents

Meeting Agenda………………………………………………………………………. 1

Report Items……………………………………………………………………………2

Approval Items…………………………………………………………………….….20

Discussion Items A………………………………………….……………….………..41

Election Matters………………………………………………………………………46

Discussion Items B………………………………………….……………….………..50

Appendix 1: Article of Incorporation…………………………………………………53

Appendix 2: Convention Rules for Shareholders Meetings…………………………..60

Appendix 3: Rules for the Election of Directors………………………………………70

Appendix 4: Shareholding of Directors………………………………….……………72

TAIWAN SEMICONDUCTOR CO., LTD.
Agenda of the 2024 Annual General Meeting
Time: 9:00 a.m. on June 19 (Wednesday), 2024
Place: No.96, Meizhou 2nd Rd., Yilan City, Yilan County 260023, Taiwan (R.O.C.)(TAIWAN SEMICONDUCTOR CO., LTD. Yilan factory)
Attendants: (All Shareholders and their proxy holder)
Meeting Agenda:
1. Commencement
2. Chairman’s Address
3. Report Items (Please refer to Page 2 - 19)(1) 2023 Business Report and 2024 Annual Business Plan Report(2) Audit Committee’s 2023 Review Report(3) Status report on the Endorsement and Guarantee, Loaning of Company Funds, Regulations
Governing the Acquisition and Disposal of Assets, the Trading of Financial Derivatives of theCompany and its subsidiaries in 2023
(4) Report on 2023 employees’ profit sharing bonus and directors’ compensation(5) Report on the revision of the "Board Meeting Procedures" of the company(6) Report on the Content and Amount of Performance Evaluation and Remuneration of Directors
and Managers, and the Relationship between the Evaluation Results and the Reasonableness
Report.
4. Approval Items (Please refer to Page 20 - 40)(1) To accept 2023 Business Report and Financial Statements(2) To approve the company’s 2023 Earnings Distribution
5. Discussion Items A (Please refer to Page 41 - 45)(1) Amendment to the "Shareholders' Meeting Rules" of Taiwan Semiconductor Co., Ltd.

6. Election Matters (Please refer to Page 46 - 49 )(1) Comprehensive Re-election of Directors Proposal.
7. Discussion Items B (Please refer to Page 50 - 51)(2) Proposal to Lift Restriction on Directors' Non-competition Agreements.
8. Extraordinary Motions
9. Adjournment
1

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Report Items

2

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Report Items
1. 2023 Business Report and 2024 Annual Business Plan Report
Explanatory Notes: Please refer to Page 4~10 of the Meeting Agenda for the Business Report

3

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1. 2023 Business Report(1) Implementation of Business Plan
The Company's and its subsidiaries major businesses included the production and sale ofrectifiers and barcode printers. In 2023, the earnings per share after tax was NT$2.89. The
2023 consolidated operating revenue, gross profit, operating income, net income before tax,
net income, comprehensive income, and after-tax earnings per share compared to 2022 ispresented below:
Unit: NT$ thousand
Implementation of Business Plan
Item
Increase
2023
2022(decrease)
Operating revenue
14,616,014
15,687,134(6.83%)
Gross Profit

4,492,662

5,349,166(16.01%)

Operating Income

1,768,528

2,790,521(36.62%)

Net income before tax

1,837,797

3,013,930(39.02%)

Net income

1,309,993

2,176,915(39.82%)Comprehensive income
Net income attributable to the Parent
Company
Comprehensive income attributable
to the Parent Company
After-tax earnings per share (NT$)

1,257,184

2,478,073(49.27%)

718,640

1,562,877(54.02%)655,242

1,738,755(62.32%)

2.89

6.28

(53.98%)(2) Budget Implementation: The Company did not disclose its financial forecasts of the year of2023, so it is not necessary to publicly disclose the implementation of the budget.
(3) Financial Status and Profitability
Unit: NT$ thousand
Annual revenue and expenditure
Item
2023
2022
Increase(decrease)
Interest Revenue
42,817
19,892115.25%Interest Expense
80,47238,330109.95%

Financial
Structure
Liquidity
Analysis
Profitability

Item
Total debt to assets (%)
Long-term asset to real estate, plantand equipment ratio (%)
Current ratio (%)
Quick ratio (%)
Return on assets (%)
Return on equity (%)
Profit ratio (%)
After-tax earnings per share (NT$)
4

~ 4 ~

2023

2022

39.02
286.2441.12
286.97

197.91
126.26
7.65
12.23
8.96
2.89

206.86136.76
12.91
21.82
13.88
6.28

(4) Research and Development(A) Rectifier
To increase our overall competitiveness and gross margin, the Company invests a great
deal of manpower and budget every year in collecting market information, analyzing market
demand, and setting the direction and strategy for new product development. As most of themainstream products in the market today are becoming thin and light, our products are also
actively developing toward small, energy-saving, and comprehensive in order to develop
new markets. We have developed and increased market penetration in personal handheld
products, automotive electronics, industrial control industry and white goods market.
In recent years, with self-developed chip technology and the advantage of automatedpackaging, we have continued to develop Schottky rectifier, R&D efforts in Fast Recovery
Diodes (FRED), Transient Voltage Suppressor (TVS), MOSFET, ESD protection, andautomotive low-dropout/low-power voltage regulator ICs, among other products.
The development of the new generation of trench Schottky rectifier, Fast Recovery Diodes(FRED), Super Junction MOSFET, and Shielded Gate Technology MOSFET that caneffectively reduce conduction loss and switching loss to meet market trends and needs forenvironmental protection, energy-saving, and low power consumption. These newtechnologies will be developed in a full range to facilitate the promotion of active and passive
safety applications for automotive electronics, industrial, communications, and energy
industries.
The company is also actively investing resources in the development of technologies andproducts for emerging third-generation semiconductors. Silicon Carbide (SiC) Schottky
Diodes have been launched progressively, and the development of Silicon Carbide MetalOxide-Semiconductor Field-Effect Transistors (SiC MOSFETs) is ongoing.
The development of ESD protection has been focused on products for static protectionthat meet various in-car communication standards and Ethernet requirements.
Additionally, a range of low power, high output current automotive low-dropout/lowpower voltage regulator ICs are being developed to cover stable voltage supplies forautomotive MCUs at 3.3V and 5V. Some of these have been independently developed andare currently undergoing more rigorous human and equipment investment for validation
under automotive regulations, progressively meeting the AEC-Q100 automotive standards,
with the hope of gaining recognition from automotive clients for high quality and service.
(B) Barcode printerWith the increase in applications for automatic identification in the global market, theCompany spent NT$240,833 thousand on research and development in 2023, accounting for
3% of the revenue and will continue invest in development of remote printer management
value-added software tools (TSC Console or SOTI Connect) accessible via the Internet or
intranet, to help clients manage devices and expand service scopes. In addition to developing
new generation products and applications in new fields, the Company will focus on linerlessenvironmental label applications, capable of reducing raw material consumption by 15% andcarbon emissions and waste by 50%. The company will also spend the funds on the capital
expenditures on labeling paper equipment to strengthen competitiveness and ensuresustainable potential for revenue and profit growth.

5

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2. 2024 Business Plan
(1) Business Policy(A) Rectifier(1) Continue to create global marketing channels to increase global market share(2) Strengthen the professional marketing team both domestically and internationally.
Providing technical and comprehensive services to customers and improve our brandimage(3) Continue to expand our R&D team to create and maintain leading technology andrapidly develop next-generation products(4) Continue to develop and implement the most advanced production equipment toincrease profitability by increasing productivity and reducing costs(5) Actively develop new packaging technologies and higher current density surface
mount power device packages to meet market demand(6) Seek cooperation with world known companies(7) Continue to develop small signal products for automotive applications and offer acomprehensive product line for automotive electronics(8) Actively promote automotive analog ICs, SOI MOSFET, LED driver ICs, and highpower density products.
(9) Continue the development and production of upstream wafer products to integrate
upstream and downstream supply, and ensure stable supply of key raw materials andabsolute cost advantage(10) Develop new products with big international companies to create high profitability
with oligopoly supply chain(B) Barcode printerIn response to the global corporate emphasis on ESG sustainability and the comprehensive
demands on the entire supply chain, our company is actively launching new products madefrom recyclable materials to expand our business domain. Additionally, we will continue todevelop complete software and hardware solutions required by our customers, expand themarketing channels for our full range of products from low to high-end, deepen the operationof our own brands globally, increase customer utilization of automatic identification systems,
and provide a more comprehensive network of application services to create diverse value
for our customers.
(2) Important Production and Marketing Policies(A) Rectifier
The Company's industry is a semi-conductor industry. The Company's current production andsales policy is a combination of build to stock and make-to-order production. In this regard, theannual production and sales policy is formulated based on overall industrial market
development, market supply and demand, the Company’s established capacity and inventory
level. Depending on the actual order status, it can be adjusted at any time to maintain the optimal
inventory level.
(B) Bar Code printerFuture production and marketing policies will focus on the following:
1. Ensure stability and quality of supplies from important suppliers and maintain appropriate
inventory levels and turnover rates.
2. Continuously expand the global operational scale and strengthen the core competitive
strength of the company’s operational fundamentals.
3. Provide all-around high-quality service to build sustainable business capabilities.
6

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(3) Operation Goals(A) Rectifier
The Company's main products are rectifier diodes and analog ICs. Taking into
account the competition and market conditions, the sales projection for 2024 is as follows:
Products
2024 sales projection
2023 actual sales
Rectifier Diode3,824,679(kpcs)
3,409,046(kpcs)
Small signal products

1,304,953(kpcs)

1,191,026(kpcs)

MOSFET

303,303 (kpcs)

215,281(kpcs)

Analog IC

77,077(kpcs)
76,320(kpcs)
Technical Marketing comprehensive promotion with a total solution for different
industries. Because of the increasing popularity of hybrid electric vehicles and electricvehicles in the automotive electronics market, the market demand for power devices has
increased dramatically. The high power AC-DC converter, low loss MOSFET (FET), lowloss voltage regulator, surge absorber (TVS), electrostatic protection, fast recovery diode,and transistor continue selling to European, American, and Japanese companies, in themeantime, the Company developed the rapidly growing Chinese and Indian automotive
electronics companies. Due to the regulation amendment in vehicle lighting, it is necessary
to install daytime lighting. Also, due to energy-saving and new lighting product trends,
LED lighting is rapidly emerging in automotive applications, and the capacity is growing
to multiply many times. The company also provides overall solutions actively in thevehicle lighting market, and introduces them to European, American, and Japanese
automotive electronics manufacturers.
In addition to the existing products of high power Bridge Rectifier and high power
rectifier for automobile and locomotive charging systems, the new product high power
MOS is adopted as an automotive electronics certificated manufacturer, which shortensthe certification time.
In the LED lighting industry, the new products LED module and LED driver, whichcontains simplified constant current rectifying function design, with a full range ofsolutions including surface mount Bridge rectifier, Schottky, MOSFET, Small-signal
products, promote the high demanded Ball steep light and striplight to the American andEuropean lighting companies. In addition to small lighting products, the new products also
develop the AC-DC LED applications and are imported into American and Japanesemanufacturers.
The industrial application market is dominated by foreign competitors, especially therenewable energy industry (solar systems and power converters) has the characteristics oflow substitution and high gross margin, which is difficult for the local and Chinese
manufacturers to introduce. The Company has a long-term experience of high quality
control and performance in the automobile electronics industry and the fast globalized
local design service. In addition to the existing products, new products like fast recovery
rectifier, low loss high junction temperature Trench Schottky, and low loss high power
MOSFET are being promoted all-inclusively.
In recent years, the considerable business opportunities in automobile electronics,
detecting instruments, industrial control, and major appliances markets attract more andmore foreign manufacturers to enter. The Company will develop the different
specifications of Hall effect IC and flux collector, which are used in automobiles, industry,major appliances, and the consumer market. In these markets, these ICs are used indifferent kinds of measurement of position and angle. Take automobile electronics
electoral power steering system as an example, linearity and angle Hall effect IC collector
can measure the angle, running torque, and an engine speed of the steering wheel.
7

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To consolidate the existing product lines and promote the consumer electronics
industry, like TV, PC/Tablet, STB, Home appliance, Gaming, GPS, the Company
continues to increase the amount of shipment like Bridge rectifier, MOS, Schottky, Zener
diode, switching diode, different types of the voltage regulator, high recovery rectifier etc.
The TVs combine with internet and video function, high frequency, and multiple
connecting ports. To protect ICs, the electrostatic protection component and wave filtering
component are more needed. The development of new series of electrostatic protection
products includes multiple output Array and combine with EMI Filter. Under the need of
Eco-Friendly, all end products are pursuing high efficiency and low loss. The new products
develop low-impedance MOS, low loss voltage regulator, low loss bridge rectifier, Ultralow capacitance electrostatic protection component, etc.
Machine to Machine, because of the need for revolutionary applications due to therise of the Internet of Things and the 5G communication smart city, the Ultra-low loss SOI
MOSFET and low power trench Schottky, high power low voltage small patch TVS are
being promoted.
(B) Bar Code Printer
The Company’s major income source is the sales, service, and sales of label paper of theautomatic identification printers. The estimated sale in 2024 as follow.
Unit: Thousand
Products

2024 sales projection

2023 actual sales

Automatic
Identification Printers

750

700

3. Future Development Strategies and Influence from External Competition, Regulations and Macrooperating Environment(1) Future Development Strategies(A) Rectifier: Continuing to innovate technology, accelerate research and development,
increase product value, complete upstream and downstream deployment andinvestment opportunities in China to strengthen integration benefits.
(B) Bar Code printer: Continuously adhering to the customer-centered principle, we persist in
integrating brand, product, marketing, and customer service to offer aunified service and experience, thereby strengthening the market image
and enhancing competitive advantage. By understanding the various
application changes of different industry customers worldwide andcollaborating more closely with upstream and downstream partners, we
explore new customers, new solutions, innovative service models, anddevelop new products with a new business mindset, creating multiple
win-win growth opportunities.
(2) Influence from External Competition(A) Rectifier
The subsidy policy of local governments gives China’s semiconductor manufacturers
the advantage of competing at a low price, which has a certain impact on the low-end
application market. The company is still focusing on the development of higher
specification products, from wider penetration of consumer electronics, automotive
electronics, industrial control to medical and communication equipment. We expect toachieve a balanced development of low, medium and high application markets and tooccupy more areas with higher entry barriers to maintain a larger gap with competitors andimprove profitability. Currently, the Company's new technology development and existinghigh-end products are comparable to or even surpassing the world's first-class
8

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manufacturers, and we expect to develop more innovative and revolutionary products tosurpass our world-class competitors and make outstanding contributions to environmental
protection, energy savings and carbon reduction.
(B) Bar Code printerAs the demand for automatic identification becomes more life-oriented and common,the demand for or automatic identification printing is becoming more and more active;
moreover, there is an increasing need for products to meet ESG requirements. In the faceof the external competitive environment, the Company continues to develop innovativetechnologies, strengthen core capabilities for resource integration and interdisciplinary
development, expand market cooperation and links, a greater focus on developing products
made from recyclable materials, and actively face external challenges with the goal of
profitability and stable growth.
(3) Influence from Regulations(A) Rectifier
For adapting EU RoHS regulation, the Company provides all series of non-halogen
products, which are popular among the consumer companies from Europe, America, Japan,
and Korea. EISA2007 (Energy VI Efficiency) that demands higher standby power
consumption and power conversion efficiency of the electric products, has been executedsince 2016. For power devices, the wastage of electric property of rectifier and MOSFET
should be lower and a smaller packaging should be used. Major appliances are affected themost. To cope with the legal requirement, they must be switched to variable frequency
voltage source due to the large consumption of motor and compressor. The starter motor
requires a higher voltage and soft switching ability for the power components. The powercomponents in major appliances with DC frequency conversion have to concur with EMI
factors, therefore it is difficult for other low-cost appeal companies to compare theexcellent research and development ability of TAIWAN SEMICONDUCTOR Co., LTD.
Additionally, due to the promoted policy of renewable energy, the need for solar energy
and renewable energy source is highly requested by not only developed countries like
North America, Japan, and Europe but also other emerging markets. Our new productswith low consumption of high junction temperature Schottky can combine with solar
module and power converter when used.
With the improvement of the battery technic in electric vehicles, the charging
specification has changed from AC to DC 600V direct charging. The power system ofvehicles will also change from a 12V 24V system to a 48V system. For this changing
power system, the design pool of the original suppliers needs to be replaced with a new
specification. It is a good design point for our new products high-voltage fast recovery
diode, ultra-low power consumption rectifier, and trench Schottky.
(B) Bar Code PrinterThere haven’t been significant influences for the Company that attributes to theimportant policy and law changes domestic and foreign in recent years.
(4)Influence from Macro-operating Environment(A) Rectifier
Global Service-Customer management system and regional industrial development
expand the global division of labor without borders. The Company uses customer
management to respond to the rapidly changing electronics industry. Products from big
companies around the world are locally original designed, then be delivered and producedin various places. Through “Account management”, OEM and IPO can achieve a perfectorder service.
9

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Regional industrial development helps to balance and to strengthen the productstructure. North American market focuses on automobiles, industry, telecommunication,and illumination. Japanese market focus on automobiles and industry. The European
market focuses on automotive electronics, industry, renewable energy sources, andillumination. Chinese market focuses on consumer electronics, automobiles, and industry.
The domestic demand market of emerging markets like India, South Asia, Russia, andSouth America expands due to the rapid growth of the middle class. Basic
telecommunication, cable lighting construction, Home appliance, and Telecom, etc. are
the industries that have been introduced into.
In the rapidly changing economy, the global configuration strategy of the Company
has shown its efficiency and vision regarding OEM without frontiers and spreading therisk of the differences between strong and weak regional economics.
(B) Bar Code Printer
The Company follows all changes of regulation.
In the future, with the growing stability and the expansion of the applied field of rectifier and bar
code printer markets, the Company and each subsidiary company will uphold our innovative,
professional, and dedicated corporate philosophy. Also, keep strengthening the research anddevelopment and salability, improve our performance, and company profits, in order share the profits
with the stockholders, clients, and employees.

Chairman: Wang, Shiu-Ting

President: Wang, Shiu-Ting10~ 10 ~

CFO: Cheng, I-Cheng

No.2:
Audit Committee’s 2023 Review Report

Explanation:
The Audit Committee’s Review Report is attached as P.12.

11~ 11 ~TAIWAN SEMICONDUCTOR Co., LTD.
Audit Committee’s Review Report
The Board of Directors has prepared the business report, individual financial report, consolidated
financial report, and surplus earnings distribution proposal of 2023 of the company. Among them, theindividual financial report and consolidated financial report were appointed by the board of directors toaccountants Guo, Yang-Lun and Xiao, Pei-Ru of KPMG to complete the audit and issue an audit report.
The business report, individual financial report, consolidated financial report, and surplus earnings
distribution proposal are reviewed by the Committee and found true and correct. The Committee hereby
submits the aforementioned reports and proposal for approval in accordance with Article 14-4 of the
Securities and Exchange Act and Article 219 of the Company Act.
Submitted to:2024 Annual General Meeting of TAIWAN SEMICONDUCTOR Co., LTD.
TAIWAN SEMICONDUCTOR Co., LTD.
Convener of Audit Committee: Jhan, Cian-Long

Audit Committeeman: Lin, Bo-Sheng

Audit Committeeman: Fan, Hong-Shu

Audit Committeeman: Ma, Shu-Zhuang

March 15, 202412

~ 12 ~

3. Status report on the Endorsement and Guarantee, Loaning of Company Funds, Regulations Governing
the Acquisition and Disposal of Assets, the Trading of Financial Derivatives of the Company and its
subsidiaries in 2023.
Explanation:(1) The Endorsement and Guarantee of the Company and its subsidiaries:
1. Until December 31, 2023, there is no Endorsement and Guarantee by the Company.
2. Until December 31, 2023, there are USD 6.5 million of the aggregate balance ofendorsements guarantees by its subsidiaries.
(2) Loaning of Company Funds of the Company and its subsidiaries
1. Until December 31, 2023, there is no loaning of the Company.
2. Until December 31, 2023, the balance of loaning of each subsidiary is EUR 6 million.
(3) Acquisition and Disposal of Assets
1. As of December 31 of year 2023, our company did not reach the reporting threshold; theamount of buying or selling the same securities did not exceed three hundred million New
Taiwan Dollars.
2. As of December 31 of year 2023, the cumulative amount for each subsidiary buying or sellingthe same securities reached three hundred million New Taiwan Dollars or more than 20% of
the paid-in capital:
Unit: Thousand New Taiwan Dollars / Thousand shares
Buying, Type and Accoun Trading Relati Beginning ofPurchases
Sales
Other
End of Period
Selling
Name ofting Counterpar onship
Period(Note 1)Company Securities Entryty
Num Amou Numb Amount Numb Sellin Book Disposal Amount Number Amount
ber
nt
er of
er of
g
Cost Profit/Lof Sharesof
SharesShares Price
oss
Share
s
TSC Auto TSCPL
Investm TSCPL
Subsid 498,827
6,752
505,579
ID
ents
iary
Technolog
Accounty Co., Ltd.
ed forUsing
theEquityMethodTSCPL MGN
Investm SEBASTIA
2 71,834(865)
2
70,969(Note 2)
ents
N
(Thousands(Thousand(ThousandAccount UKASZ
of Polish
s of Polishs of Polished for NAWROT,
dollars)
dollars)
dollars)
Using ROBERT
the
ZENON
Equity MALAK,
Method and MGN(Note 2)

Note 1: Other refers to investment gains and losses and the exchange differences from thefinancial statements of foreign business entities.
Note 2: After acquiring 100% of the shares of MGN through TSCPL from SEBASTIANLUKASZ NAWROT and ROBERT ZENON MALAK, TSC Auto ID Technology
Co., Ltd. further increased the capital of MGN by 8,282 thousand Polish Zloty.

13~ 13 ~

(4) Trading of Financial Derivatives
1.

2.

The Company’s realized loss of benefits of Trading of Financial Derivatives in 2023 is
NTD 4,857 thousand which was listed under non-operating expenditures. Until December
31, 2023, the trading transaction of unexpired financial derivatives is USD 2 million. The
estimated unrealized loss is NTD 1,028 thousand.
The subsidiary’s realized loss of benefits of Trading of Financial Derivatives in 2023 is
NTD 13,862 thousand and be listed under non-operating expenditures. Until December 31,
2023, the trading transaction of unexpired financial derivatives is USD 4 million and EUR
3 million. The estimated unrealized loss is NTD 4,543 thousand.

14~ 14 ~

4. Report on 2023 employees’ profit sharing bonus and directors’ compensation
Explanation:
According to Article 20 of the Article of Incorporation, in 2023, the Company contributes 1% as the
remuneration of the directors (NTD 9,299,882) and 6% as the employees’ consideration (NTD
55,799,294). All will be paid by cash.

15~ 15 ~

5. Report on the revision of the "Board Meeting Procedures" of the company.
Explanation:
According to the letter No. 1120383996 dated January 11 of 2024 from the Financial Supervisory Commission, thisinvolves revising certain clauses of the "Board Meeting Procedures" of the company. A comparison table of thecontent before and after the revision is as follows, submitted for public review.
TAIWAN SEMICONDUCTOR Co., LTD.
Comparison table of revisions to the "Board Meeting Procedures"
ClauseOriginal Content
Revised Content
Reason for Revision
Article 8 When the board of directors of the company convenes, When the board of directors of the company convenes,
Revision:
relevant materials should be prepared for the attending relevant materials should be prepared for the attending
In accordance with Article
directors to consult at any time.
directors to consult at any time.
12 of the "Regulations
During the convening of the board of directors,
During the convening of the board of directors, personnel Governing the Meetings ofpersonnel from relevant departments or subsidiaries may from relevant departments or subsidiaries may be notified to the Board of Directors of
be notified to attend based on the content of the agenda. attend based on the content of the agenda. When necessary, Publicly Traded
When necessary, accountants, lawyers, or otheraccountants, lawyers, or other professionals may also be
Companies" (hereinafter
professionals may also be invited to attend the meeting invited to attend the meeting and provide explanations.
referred to as theand provide explanations. However, they should leave However, they should leave during discussions and voting. Regulations).
during discussions and voting. For the same agenda
For the same agenda item, if necessary, these attendees may
item, if necessary, these attendees may enter the meeting enter the meeting room at any time to provide explanations.
room at any time to provide explanations.
When the scheduled meeting time arrives and more than half
When the scheduled meeting time arrives and more than of the directors are present, the chairman of the board shouldhalf of the directors are present, the chairman of thepromptly declare the meeting open.
board should promptly declare the meeting open.
If at the scheduled meeting time, less than half of the
If at the scheduled meeting time, less than half of theincumbent directors are present, the chairman may announce
incumbent directors are present, the chairman may
a postponement of the meeting for the day, limited to twice.
announce a postponement of the meeting. SuchIf after two postponements there is still an insufficient
postponement is limited to twice. If after two
number of attendees, the chairman may reconvene thepostponements there is still an insufficient number of
meeting in accordance with the procedures specified inattendees, the chairman may reconvene the meeting in Article 3, paragraph 2.
accordance with the procedures specified in Article 3,
paragraph 2.
Article The board of directors of the company should proceed The board of directors of the company should proceed with Addition:
11 with the agenda in accordance with the agenda set forth the agenda in accordance with the agenda set forth in the
In accordance with Article
in the meeting notice. However, it may be changed with meeting notice. However, it may be changed with the
13 of the Regulations.
the consent of more than half of the attending directors. consent of more than half of the attending directors.
Without the consent of more than half of the attending Without the consent of more than half of the attending
directors, the chairman shall not adjourn the meeting
directors, the chairman shall not adjourn the meeting
directly.
directly.
During the proceedings of the board meeting, if theDuring the proceedings of the board meeting, if the number
number of directors present does not reach more thanof directors present does not reach more than half of thehalf of the attending directors, the chairman, upon
attending directors, the chairman, upon proposal by the
proposal by the directors present, shall announce a
directors present, shall announce a temporary suspension of
temporary suspension of the meeting and apply thethe meeting and apply the provisions of Article 8, paragraphprovisions of Article 8, paragraph 3 accordingly.
3 accordingly.
During the proceedings of the board meeting, if thechairman is unable to preside over the meeting due toreasons or fails to adjourn the meeting directly inaccordance with the provisions of the second paragraph, theappointment of a proxy shall follow the provisions of Article
7, paragraph 3.
Article The establishment of these meeting regulations shall be The establishment of these meeting regulations shall be
Added the date of this18 agreed upon by the board of directors of the company agreed upon by the board of directors of the company and revision.
and reported to the shareholders' meeting. Any futurereported to the shareholders' meeting. Any future
amendments shall be authorized by resolution of theamendments shall be authorized by resolution of the board
board of directors.
of directors.
Date of Establishment: December 15, 2006
Date of Establishment: December 15, 2006
First Amendment Date: April 11, 2007
First Amendment Date: April 11, 2007
Second Amendment Date: March 25, 2008
Second Amendment Date: March 25, 2008
Third Amendment Date: June 27, 2012
Third Amendment Date: June 27, 2012
Fourth Amendment Date: December 25, 2012
Fourth Amendment Date: December 25, 2012
Fifth Amendment Date: November 10, 2017
Fifth Amendment Date: November 10, 2017
Sixth Amendment Date: March 26, 2020
Sixth Amendment Date: March 26, 2020
Seventh Amendment Date: November 9, 2022
Seventh Amendment Date: November 9, 2022
Eighth Amendment Date: March 15, 2024

6. Report on the Content and Amount of Performance Evaluation and Remuneration of Directors and Managers,
and the Relationship between the Evaluation Results and the Reasonableness Report.
Explanation: In accordance with Article 7 of the "Organizational Regulations of the Remuneration Committee" ofthe Company, the Remuneration Committee shall regularly assess the achievement of performance goals of
directors and managers, and based on the evaluation results obtained according to the performance evaluation
criteria, determine the content and amount of remuneration and submit it to the shareholders' meeting. The relevant
report on the relationship and reasonableness of the evaluation results is as follows:16~ 16 ~TAIWAN SEMICONDUCTOR Co., LTD.
Report on the Performance Evaluation Results of the Board of Directors, Functional Committees, Individual Directors, and Individual Committee Members for the Year 2023
The content and amount of remuneration
Performance Evaluation Mechanism Assessment
for directors and executives are correlated
Self-Assessment Results of Performanceand Scope:
Periodwith the results of performance
evaluations and deemed reasonable.
To implement corporate governance, From January 1, 1. Self-assessment of the board of directors' operation performance:
For director remuneration, it is governed
the company conducts the annual
2023 toIncludes five dimensions and a total of 45 indicators, with a score of Excellent (average by Article 20 of the company's articles of
performance evaluation of the board December 31,
of 4.91 points), indicating that the board of directors not only actively participates in the association. It may be allocated within 1%of directors for the current year in2023
company's operations but also fulfills its responsibilities in guiding and supervising theof the annual profit, considering theDecember, based on thecompany's strategies, major business, and risk management. They have also establishedcompany's operational results and the"Organizational Regulations of theappropriate internal control systems in accordance with corporate governanceindividual's contribution to company
Remuneration Committee of
requirements.
performance.
TAIWAN SEMICONDUCTOR Co.,
As for executive compensation policy and
Self-Assessment in Five Dimensions
Assessment Items
Scoring ResultsLTD." passed by the board ofprocedures, they adhere to the company's
1. Degree of Participation in Company
12
items
4.88
directors and the "Board
salary management regulations and the
Operations
Performance Evaluation Method."
2. Enhancement of Board Decision Quality
12 items
4.89 salary levels in the industry market for the
The evaluation scope includes therespective positions. The determination of
3. Composition and Structure of the Board of
7 items
4.90 compensation follows the company's
overall operation of the board of
Directors
directors, functional committees, as
annual performance evaluation guidelines.
4. Appointment and Continuous Education of
7 items
4.90 This evaluation considers both the overall
well as the performance of
Directors
individual directors and committee
5. Internal Control
7 items
4.98 company performance, industry risks, andmembers. The evaluation results andfuture trends, as well as individual
improvement plans are reported toperformance and contribution to company
2. Self-assessment of individual directors' performance:
the board of directors.
objectives.
Includes six dimensions and a total of 23 indicators, with a score of Excellent (average
In accordance with Article 37 of the
The reasonableness of performanceof 4.93 points), indicating positive evaluations from both general directors andCompany's Corporate Governanceassessments and compensation is reviewed
independent directors regarding the efficiency and effectiveness of the current
Guidelines, evaluations areby the Compensation Committee and theoperation of the company's board of directors.
conducted on internal board of
Board of Directors. The compensation
directors, functional committees,system is periodically reviewed to ensureSelf-Assessment in Six Dimensions
Assessment Items
Scoring Results
individual directors, and individual
1. Mastering company goal and tasks
3 items
5.00 alignment with actual operating conditionscommittee members from five and2. Cognition of directors’ duty
3 items
5.00 and relevant laws, aiming to achieve a
six dimensions, respectively. Fivebalance between sustainable business3. Degree of cohesion toward company
8
items
4.88
dimensions include:
operations and risk management.
operation
1. Participation in company
4. Internal relationship operation and
3 items
4.86
operations
communication
2. Enhancement of the quality of
5. Director’s professionalism and continuous
3 items
4.95
board decisions
advanced study programs
3. Composition and structure of the
6. Internal control
3 items
4.91
board of directors
4. Appointment and continuous
education of directors
5. Internal control
Six dimensions include:17~ 17 ~

1. Understanding of company goals
and missions
2. Recognition of director duties
3. Participation in company
operations
4. Internal relationship management
and communication
5. Professionalism and continuous
education of directors
6. Internal control。
The assessment results are presented
in five levels, with the following
principles:
Score 1: Poor (Strongly Disagree);Score 2: Fair (Disagree); Score 3:
Average (Neutral); Score 4: Good
(Agree); Score 5: Excellent(Strongly Agree)3.

Self-assessment of the audit committee's operation performance:
Includes five dimensions and a total of 24 indicators, with a score of Excellent(average of 5 points), indicating that the audit committee operates maturely, fulfills its
supervisory responsibilities for compliance with relevant laws, risk management, and audit
matters, fully leveraging its professional capabilities to effectively supervise the overall
operation of the company.，

Self-Assessment in Five Dimensions
1. Degree of Participation in Company Operations
2. Understanding of Functional Committee
Responsibilities
3. Enhancement of Functional Committee Decision
Quality
4. Composition and Member Selection of
Functional Committees
5. Internal Control

Assessment Items
4 items

Scoring Results
5

7 items

5

7 items

5

3 items

5

3 items

5

4. Self-assessment of individual audit committee members' performance:
Includes five dimensions and a total of 24 indicators, with a score of Excellent (averageof 5 points), indicating positive evaluations from the audit committee members
regarding the efficiency and effectiveness of the current operation of the company's
audit committee.
Self-Assessment in Five Dimensions
Assessment Items
Scoring Results
1. Degree of Participation in Company
4 items
5
Operations
2. Understanding of Functional Committee
7 items
5
Responsibilities
3. Enhancement of Functional Committee Decision
7 items
5
Quality
4. Composition and Member Selection of
3 items5
Functional Committees
5. Internal Control
3 items
518~ 18 ~

5. Self-assessment of the remuneration committee's operation performance:
Includes five dimensions and a total of 24 indicators, with a score of Excellent (averageof 5 points), indicating that the remuneration committee operates soundly andeffectively fulfills its duties and functions.
Self-Assessment in Five Dimensions
Assessment Items Scoring Results
1. Degree of Participation in Company Operations
4 items5
2. Understanding of Functional Committee
7 items
5
Responsibilities
3. Enhancement of Functional Committee Decision
7 items
5
Quality
4. Composition and Member Selection of
3 items5
Functional Committees
5. Internal Control
3 items
5
6. Self-assessment of individual remuneration committee members' performance:
Includes five dimensions and a total of 24 indicators, with a score of Excellent (averageof 5 points), indicating positive evaluations from the remuneration committee members
regarding the efficiency and effectiveness of the current operation of the company's
remuneration committee.
Self-Assessment in Five Dimensions
Assessment Items
Scoring Results
1. Degree of Participation in Company
4 items
5
Operations
2. Understanding of Functional Committee
7 items
5
Responsibilities
3. Enhancement of Functional Committee Decision
7 items
5
Quality
4. Composition and Member Selection of
3 items5
Functional Committees
5. Internal Control
3 items
5

19~ 19 ~

Approval Items

20~ 20 ~

Approval Items
Proposal 1

Proposed by the Board

Proposal: To accept 2023 Business Report and Financial Statements
Explanation:(1) The Company’s 2023 business report, standalone financial statement, and consolidated financial statements havebeen approved by the Board and examined by the audit committee.
(2) The business report, standalone financial statement, and consolidated financial statements are attached in the
Meeting Agenda, P. 4-10, 22-38.

21~ 21 ~

KPMG
台北市110615信義路5段7號68樓(台北101大樓)
68F., TAIPEI 101 TOWER, No. 7, Sec. 5,
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)

電
傳
網

話 Tel
真 Fax
址 Web

+ 886 2 8101 6666
+ 886 2 8101 6667
kpmg.com/tw

Independent Auditors’ Report

To the Board of Directors of TAIWAN SEMICONDUCTOR CO., LTD.:
OpinionWe have audited the financial statements of TAIWAN SEMICONDUCTOR CO., LTD.(“the Company”), which
comprise the balance sheet as of December 31, 2023 and 2022, the statement of comprehensive income, changes
in equity and cash flows for the years then ended, and notes to the financial statements, including a summary ofmaterial accounting policies.
In our opinion, based on our audits and the report of the other auditors (please refer to Other Matter paragraph),the accompanying financial statements present fairly, in all material respects, the financial position of theCompany as of December 31, 2023 and 2022, and its financial performance and its cash flows for the years thenended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit andAttestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China.
Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Auditof the Financial Statements section of our report. We are independent of the Company in accordance with The
Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled ourother ethical responsibilities in accordance with these requirements. Based on our audits and the reports of otherauditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of
our opinion.
Other Matter
We did not audit the financial statements of TSC Auto ID Technology Co., Ltd. (TSC Auto ID) of which
represented investment accounted for using the equity method of the Company. Those statements were auditedby the other Certified Public Accountants whose report has been furnished to us, and our opinion, insofar as it
relates to the amounts included for TSC Auto ID, is based solely on the report of the other Certified Public
Accountants. The investment in TSC Auto ID amounted for using the equity method constituting 10.67% and8.68% of the total assets at December 31, 2023 and 2022, respectively, and the related share of profit ofsubsidiaries accounted for using the equity method constituting 31.95% and 17.16% of the total income before
tax for the years then ended respectively.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significant in our audit of
the financial statements of the current period. These matters were addressed in the context of our audit of thefinancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.

~ 22 ~

1. Revenue recognition
Please refer to Note 4(m) to financial statements for accounting policy of revenue recognition; and Note 6(o)“Revenue from contracts with customers” for details on the related explanation.
Description of the key audit matter:
The main business items of the Company are the manufacture and sale of rectifiers. Revenue recognition is
one of the key assessment matters in our audit. Revenue is the key indicator to evaluate the performance byinvestors and management. Therefore, revenue recognition is one of our key audit matters.
How the matter was addressed in our audit:
Our key audit procedures included: (i) testing the relevant control over the sales and collection cycle todetermine the reliability of revenue records. (ii) checking and adjusting the data of sales system and generalledger entries, and evaluating whether the conditions of sale are consistent with the recognition of accounting
policies. (iii) Performing trend analysis on the top ten sales customers to assess whether there are any
material abnormality. (iv) using system tools to sample sales transactions before and after the year end toevaluate the accuracy of the period and amount of revenue recognition.
2. Impairment on investment accounted for using the equity method
Please refer to Note 4(h) “ Investment in subsidiaries” and (l) “Impairment of non-financial assets” of thefinancial statements for the details on the accounting policy about investments accounted for using equity
method; Note 5(c) “ Investments impairment assessment for using equity method“ for details on thesignificant accounts assumptions and judgments Note 6(e)” investments accounted for using equity method”
for details on the related explanation.
Description of the key audit matter:
When TSC Auto ID Technology (TSC Auto ID) obtained the business combinations and its control, andrecognized a goodwill in the consolidated financial report, the amount is regarded as material. Besides,
evaluating whether goodwill is impaired depends on the estimation of the future cash flow of the cashgenerating unit to determine the recoverable amount. The estimation of the future cash flow involves
industrial environment and the forecast of the future operating results. Once the indicators of the forecastchange, the recoverable amount will change as well and may cause an impairment loss. Due to theinvestments are the important investees and the amount is regarded as material. Therefore, the impairment on
investment amounted for using the equity method is one of our key audit matters.
How the matter was addressed in our audit:
Our key audit procedures included: communication of the related issue with other Certified Public
Accountants, which included sending audit instruction to other Certified Public Accountants and obtaining
the independent auditor’s report of TSC Auto ID issued by other Certified Public Accountants.

~ 23 ~

The audit procedure executed by other Certified Public Accountants included (i) obtaining the report of theassessment of impairment loss of goodwill provided by the evaluation expert appointed by the managementof TSC Auto ID. (ii) understanding and assessing the reasonableness of the recoverable amount based on theevaluation model. (iii) comprehensively assessing the reasonableness of the assessment of impairment loss of
goodwill based on the assumption used in the evaluation model, including sales growth rate, profit margin,
weighted average cost of capital (WACC, which includes risk-free return rate and risk premium), etc. andassessing the previous operating conditions, the conditions of industrial environment and future outlook.
Our audit procedure also compare the difference of the investment amounted and the net assets of TSC Auto
ID (according to our ownership share) and observe TSC Auto ID ‘s stock price.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only
Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordancewith the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal
control as management determines is necessary to enable the preparation of financial statements that are freefrom material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’ s ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease operations,or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s
financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are freefrom material misstatement, whether due to fraud or error, and to issue an auditor’ s report that includes ouropinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted inaccordance with the Standards on Auditing of the Republic of China will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise
professional judgment and professional skepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theCompany’s internal control.

~ 24 ~

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in thefinancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.
6. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment inother entities accounted for using the equity method to express an opinion on this financial statements. We
are responsible for the direction, supervision and performance of the audit. We remain solely responsible forour audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were ofmost significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Kuo, Yang-Lun andHsiao, Pei-Ju.

KPMG
Taipei, Taiwan (Republic of China)
March 15, 2024

Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performanceand cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of
any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are thosegenerally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying parent company only financial statements are the English translation of theChinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the
English and Chinese language independent auditors’ audit report and parent company only financial statements, the Chinese version shallprevail.

~ 25 ~

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN SEMICONDUCTOR CO., LTD.
Balance Sheets
December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)

1100
1110
1150
1170
1180
1200
130X
1479

1510
1517
1551
1600
1755
1822
1840
1980
1990

AssetsCurrent assets:
Cash and cash equivalents (note 6(a))
Current financial assets at fair value through profit or loss - current (note6(b))
Notes receivable, net (note 6(c))
Accounts receivable, net (note 6(c))
Accounts receivable due from related parties, net (note 7)
Other receivables (note 7)
Inventories (note 6(d))
Other current assets

December 31, 2023
Amount%$Non-current assets:
Non-current financial assets at fair value through profit or loss (note 6(b))
Non-current financial assets at fair value through other comprehensive
income (note (b))
Investments accounted for using equity method (note (e))
Property, plant and equipment (note (f))
Right-of-use assets (note (g))
Intangible assets (note (h))
Deferred tax assets (note (m))
Other non-current financial assets (note (b))
Other non-current assets

Total assets

See accompanying notes to parent company only financial statements.

795,597
21,0608-

1,139,543
-

10
-

282
435,637
442,830
32,3181,224,393
32,5872,984,704

4
4
11
27

52
618,016
670,796
38,005
1,193,998
109,435
3,769,845

5
6
10
1
32

22,383-

5,212,425
2,089,063
4,024
71,765
110,445
51,867
166,313
7,728,285$

December 31, 2022
Amount
%

49
20
1
1
2
73

10,712,989 100

4,157

-

5,113,463
2,168,878
64,45970,59667,718141,359
7,630,630

45
19
1
1
1
1
68

2100
2120
2170
2181
2220
2230
2320
2280
2399

Liabilities and Equity
Current liabilities:
Short-term borrowings (note 6(i))
Current financial liabilities at fair value through profit or loss (note 6(b))
Accounts payable
Accounts payable to related parties (note 7)
Other payables to related parties (note 7)
Current tax liabilities
Long-term borrowings, current portion (note 6(j))
Lease liabilities, current (note 6(k))
Other current liabilities

2541
2570
2580
2640

Non-Current liabilities:
Long-term borrowings (note 6(j))
Deferred tax liabilities (note 6(m))
Lease liabilities non-current (note (k))
Net defined benefit liability, non-current (note 6(l))

3110
3200
3300
3400
3500

11,400,475 100~ 26 ~

Total liabilities
Stockholder’ equity attributable to parent:(note 6(n))
Common stock
Capital surplus
Retained earnings
Other stockholders’ equity
Treasury shares
Total equity
Total liabilities and equity

December 31, 2023
Amount%$$December 31, 2022
Amount%950,000
263,239
303,235
35,604
98,768298,583940
325,091
2,275,460

9
2
3
1
3
3
21

590,000
408
482,502338,627
38,555
221,499
259,349
418,550
2,349,490

5
4
3
2
2
4
20

228,808
449,473
1,360
22,493702,134
2,977,594

2
4
6
27

527,391
441,616
20,046
989,053
3,338,543

5
4
9
29

2,634,854 25
2,209,251 21
3,816,863 36(419,530) (4)(506,043) (5)7,735,395 73
10,712,989 100

2,634,854 23
2,137,088 19
4,155,591 36(359,558) (3)(506,043) (4)8,061,932 71
11,400,475 100

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN SEMICONDUCTOR CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2023
Amount
4110
4190

5910

Total sales revenue (notes 6(o) and 7)
Less: Sales discounts and allowances
Net operating revenues
Cost of goods sold (notes 6(d) and 7)
Gross profit
Less:Unrealized profit (loss) from sales

6000
6100
6200
6300
6450

Operating expenses (note 7):
Selling expenses
Administrative expenses
Research and development expenses
Impairment gain

5000

7100
7010
7020
7050
7070

7950
8300
8310
8311
8330

8360
8361
8300

$

Profit before income tax
Less: Income tax expenses (note 6(m))
ProfitOther comprehensive income:Components of other comprehensive income (loss) that will not bereclassified to profit or loss
Gains (losses) on remeasurements of defined benefit plans(note 6(l))
Share of other comprehensive income of subsidiaries accounted forusing equity method, components of other comprehensive incomethat will not be reclassified to profit or loss
Components of other comprehensive income (loss) that will bereclassified to profit or loss
Exchange differences on translation of foreign financial statements
Other comprehensive income (after tax)
Comprehensive income
Basic earnings per common share (NT dollars) (note 6(r))
Diluted earnings per common share (NT dollars) (note 6(r))

See accompanying notes to parent company only financial statements.

~ 27 ~$$$%

4,708,842 102
98,3692
4,610,473 100
76
3,506,778
1,103,695
24(15,662)
1,119,357
24
354,097
215,950
141,341(7,803)
703,585
415,772

Operating income
Non-operating income and expenses (notes 6(p) and 7):
Interest income
Other income
Other gains and losses
Finance costs
Share of profit of subsidiaries accounted for using equity method(note 6(e))

2022

11,614
19,311
36,031(22,675)

7
5
3
15
9
-

Amount

%5,755,056
55,901
5,699,155
4,058,148
1,641,007
53,444
1,587,563

101
1
100
71
29
1
28

438,244297,659
81,604
817,507770,056

8
5
1
14
14

-

3,635
28,629164,096(11,349)-404,836
449,117864,889
146,249
718,640

9
10
19
3
16

874,492
1,059,503
1,829,559
266,672
1,562,887

15
19
33
5
28

(2,775)

-

2,549

-

(651)
(3,426)

-

1,752
4,301

-

(59,972)(63,398)
655,242

(1)
(1)
15
2.89
2.88

171,567
175,868
1,738,755

3
3
31
6.28
6.23

1

1
3

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN SEMICONDUCTOR CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)

Retained earnings

Balance at January 1, 2022$
Net income
Other comprehensive income
Total comprehensive income
Retirement of treasury shares
Subsidiaries purchase of treasury shares
Appropriation and distribution of retained earnings:
Provision of legal reserve
Provision of special reserve
Cash dividends
Adjustments of capital surplus for company's cash dividends received
by subsidiaries
Changes in equity of affiliate accounted for using equity method
Balance at December 31, 2022
Net income
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Provision of legal reserve
Cash dividends
Adjustments of capital surplus for company's cash dividends received
by subsidiaries
Changes in equity of affiliate accounted using equity method
Balance at December 31, 2023$

Ordinaryshares2,650,854(16,000)
2,634,854
2,634,854

Capitalsurplus
Legal reserve Special reserve
2,166,799
884,887459,300(69,482)
37,0002,771
2,137,088
59,20012,9632,209,251

88,137-

71,825-(88,137)(71,825)(658,714)

973,024-

531,125-

2,651,442
718,640(3,426)715,214

4,155,591
718,640(3,426)715,214(359,558)(59,972)(59,972)(506,043)-

37,0002,771
8,061,932
718,640(63,398)
655,242

156,719--(156,719)(1,053,942)(1,053,942)--(1,053,942)

531,125

2,155,995

3,816,863(419,530)(506,043)

59,20012,963
7,735,395

1,129,743

See accompanying notes to parent company only financial statements.

~ 28 ~-Unappropriatedretainedearnings
1,902,930
1,562,887
4,301
1,567,188-

Total other
equity interest
Exchangedifferences ontranslation of
Total retained foreign financial
earnings
statements
Treasury shares Total equity
3,247,117(531,125)(506,990)
7,026,655
1,562,887
1,562,887
4,301
171,567
175,868
1,567,188
171,567
1,738,755
85,482(84,535)(84,535)(658,714)--(658,714)

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

TAIWAN SEMICONDUCTOR CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)

2023
Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Reversal of expected credit loss
Gain on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Share of profit of subsidiaries accounted for using equity method
Gain on disposal of property, plan and equipment
OthersTotal adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:(Increase) decrease in financial assets at fair value through profit or loss
(Increase) decrease in notes receivable
Decrease in accounts receivable(Increase) decrease in accounts receivable due from related parties(Increase) decrease in other receivable
Increase in inventories(Increase) decrease in other current assets
Decrease in notes payable
Increase(decrease) in accounts payable
Decrease in accounts payable to related parties
Increase (decrease) in other payable
Decrease in other payable to related parties
Increase (decrease) in other current liabilities
Decrease in net defined benefit liability
Total adjustments
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through profit or loss
Acquisition of financial assets at fair value through other comprehensive income
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of right-of-use assets
Acquisition of intangible assets(Increase) decrease in other non-current assets
Increase in prepayments for equipment
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase in short-term loans
Proceeds from long-term borrowings
Repayments of long-term borrowings
Payment of lease liabilities
Cash dividends paid
Net cash flows used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of period
Cash and cash equivalents at the end of period

See accompanying notes to parent company only financial statements.

~ 29 ~$

2022

864,889

1,829,559

333,878
51,927(7,803)(3,169)21,285(11,614)(404,836)(99)(15,662)(36,093)

319,548
48,443(16,918)(230)
190,174
227,966
5,230(30,395)
76,8481,701
9,810(3,635)(874,492)(2,792)53,444(447,973)(219,263)(35,392)(252)(2,951)(93,459)(328)
64,937929,826
12,071
333,180(22,432)(300,972)
951,673

150,593479
100,374(111,821)(13,231)(433,884)(40,096)(1,607)
168,248(325,609)
637(16,772)
123,740(462)(847,384)
982,175
3,179
250,906(10,913)(140,144)
1,085,203(19,607)---(4,157)(52,494)
3,475(105,072)(2,035)(59,233)
70,878(226,692)(341,761)(21,449)(2,617)(133,453)(210,695)

360,000

219,280
139,320(1,890)-$(259,349)(567)(1,053,942)(953,858)(343,946)
1,139,543
795,597(658,714)(302,004)
572,504
567,039
1,139,543

Representation Letter

The entities that are required to be included in the combined financial statements of TAIWANSEMICONDUCTOR CO., LTD. as of and for the year ended December 31, 2023 under the Criteria Governing
the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statementsof Affiliated Enterprises are the same as those included in the consolidated financial statements prepared inconformity with International Financial Reporting Standards No. 10, "Consolidated Financial Statements."
endorsed by the Financial Supervisory Commission of the Republic of China. In addition, the information
required to be disclosed in the combined financial statements is included in the consolidated financial
statements. Consequently, TAIWAN SEMICONDUCTOR CO., LTD. and Subsidiaries do not prepare aseparate set of combined financial statements.

Company name: TAIWAN SEMICONDUCTOR CO., LTD.
Chairman: Wang Shiu-Ting
Date: March 15, 2024.

~ 30 ~

KPMG
台北市110615信義路5段7號68樓(台北101大樓)
68F., TAIPEI 101 TOWER, No. 7, Sec. 5,
Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)

電
傳
網

話 Tel
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址 Web

+ 886 2 8101 6666
+ 886 2 8101 6667
kpmg.com/tw

Independent Auditors’ Report

To the Board of Directors of TAIWAN SEMICONDUCTOR CO., LTD.:
OpinionWe have audited the consolidated financial statements of TAIWAN SEMICONDUCTOR CO., LTD. ("theCompany") and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December
31, 2023 and 2022, the consolidated statement of comprehensive income, consolidated changes in equity andcash flows for the years then ended, and notes to the consolidated financial statements, including a summary ofmaterial accounting policies.
In our opinion, based on our audits and the report of the other auditors (please refer to other Matter paragraph),the accompanying consolidated financial statements present fairly, in all material respects, the consolidated
financial position of the Group as of December 31, 2023 and 2022, and its consolidated financial performanceand its consolidated cash flows for the years then ended in accordance with the Regulations Governing the
Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards(“ IFRSs” ), International Accounting Standards (“ IASs” ), Interpretations developed by the International
Financial Reporting Interpretations Committee (“ IFRIC” ) or the former Standing Interpretations Committee(“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit andAttestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China.
Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Auditof the Consolidated Financial Statements section of our report. We are independent of the Group in accordancewith The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we havefulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and thereports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis of our opinion.
Other Matter
We did not audit the financial statements of TSC Auto ID Technology Co., Ltd. (TSC Auto ID) of the Group.
Those statements were audited by the other Certified Public Accountants whose report has been furnished to us,
and our opinion, insofar as it relates to the amounts included for TSC Auto ID, is based solely on the report ofthe other Certified Public Accountants. The financial statements of TSC Auto ID reflect the total assets
constituting 41.55% and 39.48% of the consolidated total assets at December 31, 2023 and 2022, respectively,
and the total operating revenues constituting 57.14% and 50.79% of the consolidated total operating revenues
for the years then ended respectively.
The company has additionally prepared its parent-company-only financial statements as of and for the years
ended December 31, 2023 and 2022, on which we have issued an unqualified opinion with other mattersparagraph.

~ 31 ~

Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the consolidated financial statements of the current period. These matters were addressed in the context of ouraudit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do notprovide a separate opinion on these matters.
1. Revenue recognition
Please refer to Note 4(n) “ Revenue recognition” to the consolidated financial statements for accounting
policy of revenue recognition; and Note 6(r) “Revenue from contracts with customers” for details on therelated explanation .
Description of the key audit matter
The main business items of the Group are the manufacture and sale of rectifiers, and the manufacture andservice of automatic identification system products. Revenue recognition is one of the key assessment
matters in our audit. Revenue is the key indicator to evaluate the performance by investors and management.
Therefore, revenue recognition is one of our key audit matters.
How the matter was addressed in our audit:
Our key audit procedures included: (i) testing the relevant control over the sales and collection cycle todetermine the reliability of revenue records. (ii) checking and adjusting the data of sales system and generalledger entries, and evaluating whether the conditions of sale are consistent with the recognition of accounting
policies. (iii) conducting trend analysis on the top ten sales customers to assess whether there are any majoranomalies. (iv) using system tools to sample sales transactions before and after the year end to evaluate thecorrectness of the period and amount of revenue recognition.
2. The assessment of impairment loss of goodwill
Please refer to Note 4(l) “ Impairment of nonfinancial assets” of the consolidated financial statements fordetails on the accounting policy related to impairment loss of goodwill; Note 5(c) “ The assessment of
impairment loss of goodwill” of the accounting estimates and estimation uncertainty of the assessment of
impairment loss of goodwill; and Note 6(i) “Goodwill” for details on the related explanation.
Description of key audit matter
When the Groups Bar Code Printers department obtained the business combinations and its control, andrecognized a goodwill in the consolidated financial report, the amount is regarded as material. Besides,
evaluating whether goodwill is impaired depends on the estimation of the future cash flow of the
cashgenerating unit to determine the recoverable amount. The estimation of the future cash flow involves
industrial environment and the forecast of the future operating results. Once the indicators of the forecastchange, the recoverable amount will change as well and may cause an impairment loss.
How the matter was addressed in our audit:
Our key audit procedures included: communication of the related issue with other Certified Public
Accountants, which included sending audit instruction to other Certified Public Accountants and obtaining
the independent auditor’s report of TSC Auto ID issued by other Certified Public Accountants.
The audit procedure executed by other Certified Public Accountants included (i) obtaining the report of theassessment of impairment loss of goodwill provided by the evaluation expert appointed by the managementof TSC Auto ID. (ii) understanding and assessing the reasonableness of the recoverable amount based on theevaluation model. (iii) comprehensively assessing the reasonableness of the assessment of impairment loss of
goodwill based on the assumption used in the evaluation model, including sales growth rate, profit margin,
weighted average cost of capital (WACC, which includes risk-free return rate and risk premium), etc. andassessing the previous operating conditions, the conditions of industrial environment and future outlook.

~ 32 ~

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial
Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements inaccordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and
IFRSs, IASs, interpretations as well as related guidance endorsed by the Financial Supervisory Commission of
the Republic of China, and for such internal control as management determines is necessary to enable thepreparation of consolidated financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or
has no realistic alternative but to do so.
Those charged with governance including the Audit committee are responsible for overseeing the Group’ s
financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise
professional judgment and professional skepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theGroup’s internal control.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group to cease to continue as a going concern.

~ 33 ~

5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements represent the underlying transactions andevents in a manner that achieves fair presentation.
6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or businessactivities within the Group to express an opinion on the consolidated financial statements. We areresponsible for the direction, supervision and performance of the Group audit. We remain solely responsible
for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that
we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were ofmost significance in the audit of the consolidated financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Kuo, Yang-Lun andHsiao, Pei-Ju.

KPMG
Taipei, Taiwan (Republic of China)
March 15, 2024

Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial
performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China andnot those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are thosegenerally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chineseversion prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English
and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.

~ 34 ~

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN SEMICONDUCTOR CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)

1100
1110
1150
1170
1200
1220
130X
1410
1476

1510
1517
1600
1755
1822
1805
1840
1980
1990

AssetsCurrent assets:
Cash and cash equivalents (note 6(a))
Current financial assets at fair value through profit or loss (note 6(b))
Notes receivable, net (notes 6(c) and (r))
Accounts receivable, net (notes 6(c) and (r))
Other receivables
Current tax assets
Inventories (note 6(d))
Prepayments
Other current financial assets (note 6(b))

December 31, 2023
Amount%$Non-current assets:
Non-current financial assets at fair value through profit or loss (note 6(b))
Non-current financial assets at fair value through other comprehensive
income (note 6(b))
Property, plant and equipment (notes 6(f) and (w))
Right-of-use assets (note 6(g))
Intangible assets (notes 6(h) and (w))
Goodwill (notes 6(i) and (w))
Deferred tax assets (note (o))
Other non-current financial assets (note 6(b))
Other non-current assets

December 31, 2022
Amount%3,383,447
25,603307
2,575,666
72,08022,532
3,351,290
148,159
86,5409,665,624

19
15
19
1
1
55

3,595,681
1,798
588
3,015,880
105,789409
3,500,033
251,545599,488
11,071,211

20
17
1
19
1
3
61

22,383---

4,423,524
189,295
578,045
1,269,559
544,142
416,549
436,3617,879,858

25
1
3
7
3
3
3
45

4,157
4,483,033
229,239
308,413
1,136,565
458,165
83,020443,016
7,145,608

25
1
2
6
3
2
39

2100
2120
2170
2200
2230
2322
2280
2399

Liabilities and Equity
Current liabilities:
Short-term borrowings (note 6(j))
Current financial liabilities at fair value through profit or loss (note 6(b))
Accounts payable
Other payables (note 6(l))
Current tax liabilities
Long-term borrowings, current portion (note 6(k))
Lease liabilities, current (note 6(m))
Other current liabilities

2540
2580
2640
2570
2670

Non-Current liabilities:
Long-term borrowings (note 6(k))
Lease liabilities, non-current (note 6(m))
Net defined benefit liabilities, non-current (note 6(n))
Deferred tax liabilities (note 6(o))
Other non-current liabilities

3110
3200
3300
3400
3500
36XX

Total assets

See accompanying notes to financial statements.

$

17,545,482 100

18,216,819 100~ 35 ~

Total liabilities
Stockholder’ equity attributable to parent:(note 6(p))
Common stock
Capital surplus
Retained earnings
Other stockholders’ equity
Treasury shares
Total equity attributable to owners of parent
Non-controlling interests (note 6(e))
Total equity
Total liabilities and equity

December 31, 2023
Amount%$$December 31, 2022
Amount
%1,621,395
1,356,786
1,011,117
220,156
307,457
105,383
261,483
4,883,777

9
8
6
1
2
1
1
28

1,466,515
2,392
1,648,557
1,065,266
415,066
322,349
106,012
325,900
5,352,057

8
9
6
2
2
2
29

839,963
64,88039,335972,065
45,994
1,962,237
6,846,014

5
6
11
39

1,084,391
123,21435,000825,106
71,5682,139,279
7,491,336

6
1
5
12
41

2,634,854 15
2,209,251 12
3,816,863 22(419,530) (2)(506,043) (3)7,735,395 44
2,964,073 17
10,699,468 61
17,545,482 100

2,634,854 14
2,137,088 12
4,155,591 23(359,558) (2)(506,043) (3)8,061,932 44
2,663,551 15
10,725,483 59
18,216,819 100

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN SEMICONDUCTOR CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2022

2023
Amount
4110
4190

6000
6100
6200
6300
6450

Total sales revenue (note 6(r))
Less: Sales discounts and allowances
Net operating revenues
Cost of goods sold (note 6(d))
Gross profit
Operating expenses (notes 6(n) and (t)):
Selling expenses
Administrative expenses
Research and development expenses
Impairment loss

7100
7010
7020
7050

Operating income
Non-operating income and expenses (note 6(s)):
Interest income
Other income
Other gains and losses
Finance costs

5000$15,214,856
598,842
14,616,014
10,123,352
4,492,662

7950

Profit before income tax
Less: Income tax expenses (note 6(o))
Profit

8300

Other comprehensive income:

8310

Components of other comprehensive income (loss) that will not bereclassified to profit or loss
Gains (losses) on remeasurements of defined benefit plans (note 6(n))

8311
8349

8360
8361
8399

8300

Income tax related to components of other comprehensive income that will
not be reclassified to profit or loss
Components of other comprehensive income (loss) that will be reclassified
to profit or loss
Exchange differences on translation of foreign financial statements
Income tax related to components of other comprehensive income that will
be reclassified to profit or loss (note 6(o))
Other comprehensive income (after tax)
Comprehensive income%

Amount%104 16,442,867
4
755,733
100 15,687,134
69 10,337,968
31 5,349,166

105
5
100
66
34

1,382,342
890,966
443,113
7,713
2,724,134
1,768,528

9
6
3
18
13

1,296,411
906,575
355,388271
2,558,645
2,790,521

8
6
2

42,81752,142
56,619(82,309)69,2691,837,797
527,804
1,309,993

(1)
(1)
12
4
8

19,892
46,025
197,944(40,452)
223,409
3,013,930
837,015
2,176,915

1
19
5
14

16
18
1
-

(4,578)

-

7,368

-

(4,578)

-

7,368

-

(43,641)-

341,796(4,590)(48,231)-(48,006)
293,790(52,809)-

301,158

2

2
2$ 1,257,184

8

2,478,073

16$

718,640

4

1,562,887

10

591,3534

614,0284$ 1,309,993

82,176,915

14$

655,2424

1,738,755

11

601,9424

739,3185$ 1,257,184
8
$
2.89
$
2.88

2,478,073

16
6.28
6.23

Net income attributable to:
Owners of the parent
Non-controlling interests (note 6(e))
Comprehensive income attributable to:
Owners of the parent
Non-controlling interests (note 6(e))
Basic earnings per common share (NT dollars) (note 6(u))
Diluted earnings per common share (NT dollars) (note 6(u))
See accompanying notes to financial statements.

~ 36 ~

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN SEMICONDUCTOR CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent
Retained earnings
Ordinaryshares2,650,854

Capitalsurplus2,166,799

Net income

-

-

-

-

1,562,887

1,562,887-

1,562,887

614,028

2,176,915

Other comprehensive income

-

-

-

-

4,301

4,301

171,567-

175,868

125,290

301,158

-

-

-

-

1,567,188

1,567,188

171,567-

1,738,755

739,318

2,478,073

-

-

-

-

-

85,482

-

-

-

-

-

-

-

-

(84,535)

Balance at January 1, 2022$

Total comprehensive income
Retirement of treasury shares(16,000)

Subsidiaries purchase of treasury shares-(69,482)-

Legal reserve884,887

UnappropriatedSpecial reserve retained earnings
459,300
1,902,930

Exchangedifferences on
Total equity
translation of
Total retained
attributable to Non-controlling
foreign financial
Treasury shares owners of parent
earnings
interests
statements
3,247,117(531,125)(506,990)
7,026,655
2,200,854-(84,535)

Total equity
9,227,509-(84,535)

Appropriation and distribution of retained earnings:
Provision of legal reserve--

Provision of special reserve

-

-

-

Cash dividends

-

-

-

Adjustments of capital surplus for company's cash dividends received bysubsidiaries-

Changes in equity of affiliate accounted for using equity method-

Changes in non-controlling interests-

Balance at December 31, 2022

2,634,854

88,13737,0002,771-(88,137)

-

-

-

-

-

-

(71,825)

-

-

-

-

-

-

-

(658,714)(658,714)--(658,714)-(658,714)

-

-

-

-

-

37,000-37,00071,825

-

-

-

-

-

-

-

-

-

-

-

-

(359,558)(506,043)

-

-

2,771
-

-

2,771

(276,621)(276,621)

8,061,932

2,663,551

10,725,483

718,640

591,353

1,309,993

973,024

531,125

2,651,442

4,155,591

Net income

-

-

-

-

718,640

718,640

Other comprehensive income

-

-

-

-

(3,426)(3,426)(59,972)-(63,398)

10,589(52,809)

-

-

-

-

715,214715,214(59,972)-

655,242

601,942

1,257,184

Provision of legal reserve--

156,719-(156,719)--

Cash dividends

-

-

-

-

(1,053,942)

Total comprehensive income

2,137,088-

Appropriation and distribution of retained earnings:(1,053,942)

-

-

-

-

(1,053,942)-(1,053,942)-

Adjustments of capital surplus for company's cash dividends received bysubsidiaries-

59,200

-

-

-

-

-

-

59,200-59,200Changes in equity of affiliate accounted for using equity method-

12,963

-

-

-

-

-

-

12,963-

12,963

Changes in non-controlling interests

-

-

-

-

-

-

-

-

-

(301,420)(301,420)

2,634,854

2,209,251

1,129,743

531,125

2,155,995

3,816,863(419,530)(506,043)

7,735,395

2,964,073

10,699,468

Balance at December 31, 2023$

See accompanying notes to financial statements.

~ 37 ~

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

TAIWAN SEMICONDUCTOR CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2023 and 2022
(Expressed in Thousands of New Taiwan Dollars)

2023
Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss
Net loss on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Gain (loss) on disposal of property, plant and equipment
Reversal of impairment gain on non-financial assets
OthersTotal adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:(Increase) decrease in financial assets at fair value through profit or loss
Decrease in notes receivable(Increase) decrease in accounts receivable(Increase) decrease in other receivables(Increase) decrease in inventories(Increase) decrease in prepayments(Increase) decrease in other financial assets
Decrease in notes payable
Decrease in accounts payable
Increase (decrease) in other payable
Increase (decrease) in other current liabilities
Increase (decrease) in net defined benefit liabilities
Increase (decrease) in other non-current liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through profit or loss
Acquisition of financial assets at fair value through other comprehensive income
Acquisition of subsidiaries (net of cash acquired)
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in other financial assets
Acquisition of right-of-use assets
Acquisition of intangible assets(Increase) decrease in other non-current assets
Increase in prepayments for equipment
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase in short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Payment of lease liabilities
Decrease in guarantee deposits received
Cash dividends paid
Repurchase of treasury shares
Change in non-controlling interests
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of period
Cash and cash equivalents at the end of period

See accompanying notes to financial statements.

~ 38 ~$

2022

1,837,797

3,013,930

848,095
139,801
7,713
5,965
80,472(42,817)(274)(88)
12,963
1,051,830

790,180
140,791271
51,151
38,330(19,892)
4,840
(595)
2,771
1,007,847(30,781)281
512,393
35,649207,442
50,063512,948

103,947163(65,336)(42,049)(1,055,208)(92,899)(225,904)(1,607)(24,992)
181,589
92,684(7,788)17,577(111,976)
2,901,954
19,436(28,454)(695,851)
2,197,085(386,093)(86,941)(77,841)
4,335(29,954)
1,763,331
3,601,128
43,274(74,503)(737,488)
2,832,411(19,607)-(358,490)(262,647)
1,599(436,127)(2,035)(42,622)
11,877(304,688)(1,412,740)--(4,157)

146,091
300,000(586,822)(130,872)(246)(994,742)-$(301,420)(1,568,011)(63,894)(212,234)
3,595,681
3,383,447(526,957)
5,531(11,437)(35,317)(27,074)(92,105)(691,516)
545,089
419,320(561,890)(127,258)(130)(621,714)(84,535)(276,621)(707,739)
96,203894,033
2,701,648
3,595,681

Proposal 2

proposed by the Board

Proposal: To approve the Company’s 2023 Earnings Distribution.

Explanation:(1) In order to improve the capital structure and avoid dilution of earnings, theCompany proposes full cash dividend distribution.
(2) In the fiscal year 2023, the company's net profit after tax was NT$ 718,640,048
after deducting the remeasurement amount of the defined benefit plan of NT$
3,425,395 and allocating NT$ 71,521,465 to legal reserve. Additionally,
considering the retained earnings from the previous period of NT$ 1,440,780,886
the distributable earnings for the current period are NT$ 2,084,474,074. The
proposed shareholder dividend is NT$ 526,970,972 to be distributed entirely incash. This proposal awaits approval at the ordinary shareholder meeting, after
which the dates for the cash dividend record and payment will be set. According
to the record of shareholders on the cash dividend record date, each share will
receive a dividend of NT$ 2.0, rounded down to the nearest cent, with any
remaining fractions accumulated into the company's other income.
In case there are fluctuations in the company's outstanding shares resulting inchanges to the shareholder's dividend rate, the Board of Directors will seek
authorization from the shareholders to handle it accordingly.
(3) Please refer to Earnings Distribution Table on page 40 of this Meeting Agenda.

Resolution:

22~ 39 ~TAIWAN SEMICONDUCTOR CO., LTD.
Fiscal Year 2023
Earnings Distribution Table
Unit: NTD
Items

Subtotal

Beginning retained earnings (Beginning Balance)

Total

1,440,780,886

Add: 2023 Net profit after tax

718,640,048

減：Remeasurements of defined benefit plan

3,425,395

Less: 10% legal reserve

71,521,465

Distributable earnings

2,084,474,074

Less：Distributable items(1) Dividend to shareholders (NTD 2.0 per share)(NTD 2.0 per share of cash dividend) ----(Note)

526,970,972

Unappropriated retained earnings (Ending Balance)

526,970,972
1,557,503,102

Note:1) If there is an increase or decrease in the total number of outstanding shares of the Company, which results in a change
in the shareholders’ payout ratio, it is proposed to request the shareholders' meeting to authorize the Board of Directors
to deal with the matter in its sole discretion.
2) Total Stock dividend of the director for the current period NTD
526,970,972
3) 2023 net profit after tax after distribution NTD
116,722,216 Hasn’t been distributed.

23~ 40 ~

Discussion Items A～ 38 ～~ 41 ~

Discussion Items A
1.
Proposed by the Board
Proposal:
Amendment to the "Shareholders' Meeting Rules" of Taiwan Semiconductor Co., Ltd.
Explanation:(1) This proposal is made in accordance with the Financial Supervisory Commission's letter No.
1120334642 dated March 14, 2023 and the Securities and Futures Institute's letter No.
11200552441 dated March 23, 2023.
(2) It is proposed to amend the "Shareholders' Meeting Rules" of the company. The comparison
table of the amendments before and after, along with their explanations, are provided below,
and it is requested to be approved at the 2024 Annual Shareholders' Meeting.
(3) Please proceed to discuss.
TAIWAN SEMICONDUCTOR Co., LTD.
Comparison Table of Amendments to the "Shareholders' Meeting Rules"
Cl au se1.

Content Before Amendment

Reason for
Amendment
Date of Establishment: June 22, 1996
Date of Establishment: June 22, 1996
Added theFirst Amendment Date and Approval by the First Amendment Date and Approval by amendment
Shareholders' Meeting: June 19, 1998
the Shareholders' Meeting: June 19, 1998 date.
Second Amendment Date and Approval by Second Amendment Date and Approval
the Shareholders' Meeting: June 24, 2002
by the Shareholders' Meeting: June 24, Reference toThird Amendment Date and Approval by
2002
Article 3 in thethe Shareholders' Meeting: June 15, 2004
Third Amendment Date and Approval by "Example ofFourth Amendment Date and Approval by the Shareholders' Meeting: June 15, 2004 Shareholders'the Shareholders' Meeting: June 13, 2008
Fourth Amendment Date and Approval Meeting
Fifth Amendment Date and Approval by the by the Shareholders' Meeting: June 13, Regulations."
Shareholders' Meeting: June 13, 20162008
Sixth Amendment Date and Approval by
Fifth Amendment Date and Approval by
the Shareholders' Meeting: June 16, 2020
the Shareholders' Meeting: June 13, 2016
Seventh Amendment Date and Approval by Sixth Amendment Date and Approval by
the Shareholders' Meeting: July 26, 2021
the Shareholders' Meeting: June 16, 2020
Eighth Amendment Date and Approval by Seventh Amendment Date and Approval
the Shareholders' Meeting: June 11, 2022
by the Shareholders' Meeting: July 26,
2021
Eighth Amendment Date and Approvalby the Shareholders' Meeting: June 11,2022
Ninth Amendment Date and Approval by
the Shareholders' Meeting: June [XX],2024
The company's shareholders' meeting
The company's shareholders' meeting
Amendment:
regulations shall be conducted inregulations shall be conducted in
Reference toaccordance with the provisions of these
accordance with the provisions of these Article 3
regulations, unless otherwise provided by regulations, unless otherwise provided bylaw or the articles of association.
law or the articles of association.
The company's shareholders' meeting,unless otherwise provided by law, shall be
convened by the board of directors.
When the company convenes ashareholders'meetingvia
onlineconference, it shall be specified in thearticles of association and resolved by theboard of directors. The convening of avideo conference shareholders' meeting Amendment:
shall be implemented with the consent of～ 39 ～~ 42 ~

Revised Content

Any change in the company's shareholders' two-thirds or more of the directors present In accordance
meeting convening method shall be resolved at the board meeting, and more than half with theby the board of directors and implemented of the attending directors.
Regulations
no later than the issuance of the shareholders' Anychangeinthecompany's Governing themeeting notice.
shareholders' meeting convening method Administration
The company shall, thirty days before the shall be resolved by the board of directors of Securities
shareholders' regular meeting or fifteen days and implemented no later than the and Exchange
before the shareholders' ad hoc meeting, issuance of the shareholders' meeting Business
transmit electronically to the Public notice.
issued on
Information Observation Platform the notice The company shall, thirty days before the December 8,of the shareholders' meeting, proxy forms, shareholders' regular meeting or fifteen 2023.
relevant acknowledgment cases, discussion days before the shareholders' ad hoc
cases, the election or removal of directors meeting, transmit electronically to theand supervisors, and other agenda items and Public Information Observation Platform
explanatory materials. The company shall, the notice of the shareholders' meeting,twenty-one days before the regular proxy forms, relevant acknowledgment
shareholders' meeting or fifteen days before cases, discussion cases, the election or
the ad hoc shareholders' meeting, transmit removal of directors and supervisors, andelectronically to the Public Information other agenda items and explanatory
Observation Platform the shareholders' materials. The company shall, twenty-one
meeting manual and supplementary meeting days before the regular shareholders'materials. However, if the company's paid-in meeting or fifteen days before the ad hoc
capital at the end of the latest fiscal year shareholders'meeting,transmit
exceeds NT$10 billion or the total foreign electronically to the Public Informationand Mainland Chinese shareholding ratio Observation Platform the shareholders'recorded in the shareholders' register at the meeting manual and supplementary
most recent shareholders' meeting exceeds meeting materials. However, if thethirty percent, the company shall complete company's paid-in capital at the end of thethe transmission of the aforementioned latest fiscal year exceeds NT$2 billion orelectronic files thirty days before the regular the total foreign and Mainland Chinese
shareholders' meeting. Fifteen days before shareholding ratio recorded in thethe shareholders' meeting, the company shall shareholders' register at the most recent
prepare the relevant shareholders' meeting shareholders' meeting exceeds thirty
manual and supplementary materials for percent, the company shall complete theshareholders' access at any time, and display transmission of the aforementioned
them at the company and the professional electronic files thirty days before theshareholder services agency appointed by regular shareholders' meeting. Fifteen
the company.
days before the shareholders' meeting, theThe aforementioned meeting manuals and company shall prepare the relevant
supplementary materials shall be provided to shareholders' meeting manual andshareholders on the day of the shareholders' supplementary materials for shareholders'meeting in the following ways:
access at any time, and display them at the
1. When a physical shareholders' meeting is company and the professional shareholder
convened, it shall be distributed at the venue services agency appointed by theof the shareholders' meeting.
company.
2. When a video-assisted shareholders' The aforementioned meeting manuals andmeeting is convened, it shall be supplementary materials shall be provided
distributed at the venue of the to shareholders on the day of theshareholders' meeting and transmitted shareholders' meeting in the following
electronically to the video conference ways:
platform.
1. When a physical shareholders' meeting
3. When a online shareholders' meeting isis convened, it shall be distributed atconvened, it shall be transmitted
the venue of the shareholders'electronically to the video conference
meeting.
platform.
2. When a video-assisted shareholders'meeting is convened, it shall be
distributed at the venue of theshareholders'meetingandtransmitted electronically to thevideo conference platform.
3. When a video shareholders' meeting isconvened, it shall be transmitted～ 40 ～~ 43 ~

2.1

26.

electronically to the videoconference platform.
When the company convenes a video
When the company convenes a online Added:
shareholders' meeting, the following
shareholders' meeting, the following Article 6-1 inmatters shall be stated in the shareholders' matters shall be stated in the shareholders' reference.
meeting notice:meeting notice:
1. The method for shareholders to
1. The method for shareholders toparticipate in the video conference andparticipate in the video conference
exercise their rights.
and exercise their rights.
2. Measures for dealing with obstacles to
2. Measures for dealing with obstacles tothe video conference platform or
the video conference platform or
participation via video conference due
participation via video conference
to natural disasters, emergencies, ordue to natural disasters, emergencies,
other force majeure events, including
or other force majeure events,
at least the following:
including at least the following:(1) If obstacles occur and cannot be(1) If obstacles occur and cannot be
resolved before the scheduled meeting
resolved before the scheduled
time, resulting in the need to postpone
meeting time, resulting in the needor continue the meeting, the date andto postpone or continue thetime for the postponed or continued
meeting, the date and time for the
meeting.
postponed or continued meeting.
(2) Shareholders who were not registered to(2) Shareholders who were notparticipate in the original video
registered to participate in theshareholders' meeting shall not be
original
video
shareholders'allowed to participate in the postponed
meeting shall not be allowed toor continued meeting.
participate in the postponed or(3) In the event that a video-assisted
continued meeting.
shareholders' meeting cannot continue,(3) In the event that a video-assisted
the meeting shall proceed after
shareholders' meeting cannot
deducting the number of sharescontinue, the meeting shallrepresented by attendance via video
proceed after deducting theconference. If the total number of
number of shares represented byshares represented by attendance
attendance via video conference. If
reaches the statutory quorum for thethe total number of sharesshareholders' meeting, the meeting
represented by attendance reaches
shall continue, and shareholders
the statutory quorum for theparticipating via video conference
shareholders' meeting, the meetingshall be deemed to have abstained
shall continue, and shareholders
from voting on all agenda items of thatparticipating via video conference
shareholders' meeting.
shall be deemed to have abstained(4) If all agenda items have been announced
from voting on all agenda items ofwith results and no ad hoc motions
that shareholders' meeting.
have been made, the method of(4) If all agenda items have beenhandling the situation.
announced with results and no ad
3. When convening a video shareholders'
hoc motions have been made, themeeting, measures for providing
method of handling the situation.
appropriate alternatives to shareholders 3. When convening a video shareholders'
who have difficulty participating via
meeting, measures for providing
video conference shall be stated.
appropriate alternatives toshareholders who have difficulty
participating via video conference
shall be stated. Except for situations
specified in Article 44-9, paragraph
6 of the Corporate Governance Codefor Public Companies, the company
shall provide at least a connection
device and necessary assistance toshareholders, and specify the period
for shareholders to apply to thecompany and other relevant mattersto be noted.
When the company convenes a video
When the company convenes a video
Added:
shareholders' meeting, appropriate
shareholders' meeting, appropriate
Article 22 in～ 41 ～~ 44 ~

alternative measures shall be provided toalternative measures shall be provided to reference.
shareholders who have difficulty attending shareholders who have difficulty
the meeting via video conference.
attending the meeting via videoconference. Except in cases specified in
Article 44-9, Paragraph 6 of the
Corporate Services Processing Guidelines
for Publicly Issued Companies, at least
shareholder connection equipment andnecessary assistance shall be provided,and shareholders shall be informed of theperiod during which they may apply tothe company and other relevant matters tonote.

Resolution:～ 42 ～~ 45 ~Election Matters～ 43 ～~ 46 ~

First Proposal
Directors

Proposed by the Board of

Subject: Comprehensive Re-election of Directors Proposal.
Explanation:(1) The term of office for the current (15th) board of directors of the company,
including independent directors, will expire on July 25, 2024. The term ofoffice for the company's audit committee and the board of directors is also due
to expire. It is proposed to conduct a comprehensive election at the 2024
shareholders' meeting.
(2) According to Article 14 of the company's articles of incorporation, the 16th
board of directors, consisting of seven members (including four independent
directors), will be elected. After the shareholders' meeting, the newly appointed
independent directors will form the 5th audit committee.
(3) The election of directors follows a nomination system, with directors selectedfrom the list of nominated candidates. Elections are conducted separately forindependent directors and non-independent directors, with separate quotas foreach.
(4) To align with the shareholders' meeting election date, the outgoing directors
will be relieved of their duties on the day of the election, while the newly
elected directors will assume office on the same day. Their term will be forthree years, from June 19, 2024 to June 18, 2027.
(5) The list of director and independent director candidates, along with relevant
information, is provided in the table below.
(6) For the election procedure for directors, please refer to page 70.
(7) Proposal for election.

Election Results:～ 44 ～~ 47 ~

Nominee
Category

NomineeName/ID

The name of the
Other
Shareholding
government or legal
Relevant(Unit: Shares)
entity represented Information

Main Education/Experience

Mechanical Engineering, Tatung University Institute ofTechnology
Wang, Shiu-Ting/
Manager, Texas Instruments
Director
No.1
Chairman, Taiwan Semiconductor Co., Ltd. President andDirector, TSC Auto ID Technology Co., Ltd.
TSC Auto ID
Technology Co., N/A / Corporate Director, Taiwan Semiconductor Co., Ltd.
MBA, Massachusetts Institute of Technology Consultant,
Ltd.
McKinsey & Company
Director Representative:
Chairman, TSC Auto ID Technology Co., Ltd.
Wang, XingDeputy General
Lei/No.108742 Manager, Taiwan Semiconductor Co., Ltd.

Director

Yan, Guo-Yin/
No.407

12,383,340

Electrical Engineering, Fuxing Technical College FactoryManager, Yangxin Changwei Factory Director (Legal
Representative), Yangxin Changwei Electronics Co., Ltd.
Director (Legal Representative), Tianjin Changwei Technology
Co., Ltd.
Deputy General Manager, Taiwan Semiconductor Co., Ltd.

N/A

Whether Served Three Consecutive Terms
as Independent Director/Reason

None

N/A

TSC Auto ID
15,960,000 Technology Co., Ltd.
/No. 108742

None

N/A

1,700,772

None

N/A

N/A

Ph.D. in Accounting, University of Notre Dame Professor and
Department
Chair, Department of Accounting, Soochow University
Dean, School of Business, Soochow University Vice President
Dean of Academic Affairs, Soochow University Independent
Director and Compensation Committee Member, Asia OpticalCo., Ltd. Compensation Committee Member, Taiwan
Independent Jhan, Cian-Long
Semiconductor Co., Ltd.
Director No. Nil
Audit Committee Chair (Convener), Taiwan Semiconductor Co.,Ltd.
Independent Director, Jabiqi International Co., Ltd.
Independent Director, Taiwan Salt Industrial Co., Ltd.
Independent Director, Asia Optical Co., Ltd.
Independent Director, Jia Yi Health Care Company Director,
Heli Shuo Co., Ltd.

0

N/A

None

1. Considering Professor Jhan, Cian-Long 's
expertise and experience in finance,accounting, international trade, taxation,and corporate governance, he is listed asa nominee for independent director in thissession to enable him to provide
professional opinions and advice in his
responsibilities.
2. Professor Zhan has provided many
constructive suggestions for the operationof the company during his tenure as adirector, which has greatly benefited thecompany's operations.
3. It is assessed that he should continue toserve.

MBA, Sloan School of Management, Massachusetts Institute ofTechnology
Independent Ma, Shu-Zhuang
Bachelor's Degree in Computer Science and Architecture,
Director No. Nil
University of California, Berkeley
Current CEO, Yifu Industrial Co., Ltd.

0

N/A

None

No

～
45 ～
~ 48
~

Social Sciences, Department of Political Science, National
Chengchi University
Independent Chen, Shu-Ling
Vice President of Human Resources, Trend Micro Inc.
Director No. Nil
Director of Human Resources Service Department, Taiwan
Semiconductor Manufacturing Co., Ltd.
Bachelor of Arts in Psychology, University of British Columbia
Executive Training Program in Entrepreneurial Management,
Independent Wang, Nian-Qiu
National Chengchi University
Director No. Nil
CEO, Yikuan Co., Ltd. (Home Hotel)
CEO, Zhaoxu Development Co., Ltd. (Hillside Forest Resort)

～
46 ～
~ 49
~

0

N/A

None

No

0

N/A

None

No

Discussion Items B～ 47 ～~ 50 ~

Discussion Items B
Second Proposal

Proposed by the Board of Directors

Subject: Proposal to Lift Restriction on Directors' Non-competition Agreements, for
Discussion.
Explanation:(1) According to Article 209 of the Company Act, "Directors shall explain important
aspects of their actions that belong to or are related to the company's businessscope to the shareholders' meeting and obtain its approval."(2) For the needs of the company's business development, it is proposed to seek theshareholders' meeting's resolution to lift the non-competition restrictions on the
newly appointed or re-elected directors of the 16th term and their representatives,in accordance with Article 209 of the Company Act, from the date they assume
office as directors of such competing companies.
(3) Proposal for discussion.
Resolution:

Extraordinary Motions

Adjournment～ 48 ～~ 51 ~

Appendix～ 49 ～~ 52 ~

(Appendix 1)

TAIWAN SEMICONDUCTOR CO., LTD. Articles of Incorporation
Section I - General Provisions
Article 1: The Company shall be incorporated, as a company limited by shares, under the Company
Act of the Republic of China, and its name shall Taiwan Semiconductor CO., LTD.
Article 2: The scope of business of the Company shall be as follows:
1、CC01080 Electronic Parts and Components Manufacturing
2、CB01020 Affairs Machine Manufacturing
3、CC01110 Computer and Peripheral Equipment Manufacturing
4、F401010 International Trade
5、I103060 Management Consulting
6、F401021 Restrained Telecom Radio Frequency Equipments and Materials Import
7、CC01101 Restrained Telecom Radio Frequency Equipments and Materials
Manufacturing
8、ZZ99999 All business items that are not prohibited or restricted by law, except
those that are subject to special approval.
Article 2-1: The Company may provide mutual guarantees with companies in the same industry for its
business needs.
Article 2-2: The Company may, by resolution of the board of directors, invest in other entities, and is
not subject to Article 13 of the Company Act that the total amount of investment shall not
exceed 40% of the company's paid in capital.
Article 3: The Company set up its headquarters in New Taipei City. If necessary, it may set up branch
offices domestically or abroad with a resolution by the board of directors.
Article 4: (Deleted).
Section II - Shares
Article 5: The total capital of the company is set at New Taiwan Dollars ninety billion, divided into ninebillion shares, with a par value of New Taiwan Dollars ten per share, authorized for issuanceby the Board of Directors in installments. Within the total capital mentioned above, one billion
New Taiwan Dollars is reserved, divided into ten million shares, with a par value of New
Taiwan Dollars ten per share, designated for the issuance of employee stock subscription
warrants by the Company, authorized for issuance by the Board of Directors in installments.
The remaining unissued shares may be issued in installments by the Board of Directors inaccordance with the law.
～ 50 ～~ 53 ~

Article 6: If the company issued new shares, it shall reserve 10 to 15 percent of the total number ofshares issued for employee subscription, which could be subscripted by employees of thecompany (or its parents or subsidiaries) who qualified certain requirements. If the company
repurchased treasury share, it could be transferred to the employees of the company (or its
parents or subsidiaries) who qualified certain requirements. If the company issued sharesubscription warrant, it could be participated by employees of the company (or its parents or
subsidiaries) who qualified certain requirements. If the company issued restricted stock, it
could be participated by employees of the company (or its parents or subsidiaries) who are
qualified certain requirements. The term "employees of parent or subsidiary company who are
qualified certain requirements" as used in this article, the Board of Directors is authorized tomake separate provisions in accordance with the Company Act.
Article 7: The share certificates of the Company shall all be registered share certificates, affixed withthe signature or seal of representative directors and assigned with serial numbers, and may be
issued only after having been duly certified or authenticated by the competent authority or bya registrar authorized by the competent authority. Share certificates issued by the Company
are not required to be printed. The Company, however, shall register the issued shares with acentralized securities depositary enterprise.
Article 8: Registration for transfer of shares shall be suspended sixty days immediately before the dateof regular meeting of shareholders, and thirty days immediately before the date of any special
meeting of shareholders, or within five days before the day on which dividend, bonus, or any
other benefit is scheduled to be paid by the Company.
Article 9: The Company’s stock matters shall be governed by the relevant regulations of the competentauthority.
Section III - Shareholders' Meeting
Article 10: Shareholders' meeting can be divided into regular meetings and special meetings. Regularmeetings are convened once a year and usually within six months of the end of each fiscal
year. Special meetings may be convened according to the law when necessary.
The meeting notice may be made by electronic means with the consent of the counterpart
shareholder. Notwithstanding the foregoing, a public notice may be made in lieu of separate
notice in the case of shareholders with less than 1,000 registered shares.
Article 10-1: The shareholders meeting may be held in virtual or other ways announced by the Ministryof Economic Affairs.
Article 11: If a shareholder cannot attend a Shareholders Meeting for any reason, it may designate
another person to represent it by submitting a proxy that is printed by the Company,
specifying the scope of authorization.

～ 51 ～~ 54 ~

Article 12: A shareholder of the Company shall be entitled to one vote for each share held, except in thecircumstances article 179 of the Company Act. Unless otherwise stated in the Company Act,any resolution made by the Shareholders Meeting shall be made during a Shareholders
Meeting attended by more than half of all shares and passed by the majority of voting rights
in attendance.
Article 13: Resolutions adopted at a shareholders’ meeting shall be recorded in meeting minutes signedby or affixed with the seal of the chairman of the meeting, and the meeting minutes shall be
distributed to each shareholders within twenty days after the meeting. The meeting minutes
under the preceding paragraph shall be made and distributed in accordance with theCompany Act.

Section IV - Directors and Supervisors
Article 14: The Company shall have five to seven directors. The term of directors shall be three years.
Directors are elected from the list of candidates and may be eligible for re-election.
In the aforementioned quota of directors of the Company, the number of independent
directors shall be 3 (or more), which are elected from the list of candidates of independent
directors in the shareholders' meeting under the candidate nomination system. In accordancewith the relevant regulations of the competent authority, the professional qualifications,shareholding, prohibition on positions held at other companies, nomination and selection
process and other matters of the Company's Independent Directors, are processed underrelevant legal regulations.
The Elections for independent Directors and non-independent Directors shall be held
concurrently but the respective voting rights shall be separately calculated to determine theelected independent Directors and non-independent Directors.
The minimum total number of registered stock of shares held by all Directors shall be subject
to the requirements of relevant regulations.
Article 15: The board of the directors is formed by the directors. The chairperson, who is to represent
the Company externally, is elected by a majority voting of the directors present at a meetingof its board of directors attended by two-thirds or more of the directors of the Company.

Article 15-1: To convene a meeting of the Board of Directors, a notice of the meeting shall state thereasons of the meeting and shall be given to each Director by 7 days before the meeting,provided that a meeting may be convened at any time in case of emergency.
The notice of a meeting under the preceding paragraph shall be clearly stated in the written
notices, e-mail, or facsimile. The directors who participate in the video conference shall bedeemed to have attended the meeting in person.

～ 52 ～~ 55 ~

Article 16: In case the Chairperson of the board of directors is on leave or absent or cannot exercise his
power and authority for any cause, his representative shall be selected according to Article
208 of the Company Act.
Article 16-1: Unless otherwise provided by law or regulation, a resolution of the Board of Directors shallbe made with the approval of a majority of the Directors present at a meeting at which amajority of the Directors is present. If a director is unable to attend a board meeting forcauses, he may issue a proxy to appoint another director to represent him at the meeting.
The proceedings of a meeting of the Board of Directors shall be recorded in the meeting
minutes. A director may accept only one appointment per meeting.
Article 16-2: The authority of the Board of Directors shall be governed by the Company Act and therelevant regulations.
Article 16-3: The Company shall establish an Audit Committee, which shall consist of all independent
directors. The number of members, terms of office, authority, rules of procedure, and theresources to be provided by the Company when exercising its duties shall be separately
regulated by the organizational rules of the audit committee.
The Audit Committee shall be responsible for those responsibilities of Supervisors
specified under the Company Law, the Securities and Exchange Law and other relevant
regulations, except for the matters of duties prescribed by Article 14-4, paragraph 4, of the
Securities and Exchange Act.
The provisions of Article 14-4, paragraph 4, of the Securities and Exchange Act concerning
provisions of the Company Act concerning acts done by supervisors, and the role ofsupervisors as representatives of the company, shall apply mutatis mutandis to the
independent director members on the audit committee.
Article 17: Directors of the Company shall be entitled to remuneration for their duties based on the levelof involvement and value of contribution of each Director and by reference to the usual levelof such pay in the industry, no matter whether the Company is in a loss or not.

Article 17-1: In order to establish a directors' liability insurance system and to reduce the risks from theexecution of duties by directors, the Company may purchase liability insurance fordirectors after each director is elected with respect to the liabilities resulting fromexercising their duties during their term of office.

Section V - Manager
Article 18: The Company may have managers and their appointment, dismissal and remuneration shallbe conducted in accordance with Article 29 of the Company Act.

～ 53 ～~ 56 ~

Section VI - Accounting
Article 19: The fiscal year of the Company shall begin on January 1 of each year and end on December
31 of the same year. After the end of each fiscal year, the Board of Directors shall prepare
the following documents and submit them to a regular shareholders' meeting for recognition:
1. A business report
2. Financial statements.
3. A proposal for the distribution of profits or offsetting of losses.
Article 20: In the case of a profitable fiscal year, the Company shall allocate not less than 4% but not
more than 10% to employee compensation, and not more than 1 percent as profit-sharing
compensation to Directors.
If the Company still has any accumulated loss in a profitable fiscal year, it shall first set aside
the amount to offset the loss and then allocate compensation to employee and Directors
proportionately. When employee compensation is paid in stock or cash, the recipients include
employees of the parent or subsidiary company who are qualified certain requirements. The
term "employees of parent or subsidiary company who are qualified certain requirements" as
used in this article, authorize the board of Directors to make separate provisions in accordancewith the company law.
The above Director compensation shall only be distributed as stock or cash. The distributionof employee and Director’s compensation shall be submitted to the shareholders' meeting forresolution and report to the shareholders' meeting.
Article 20-1: In the case of a profitable fiscal year, the Company shall deduct the payment of all taxes
required by law, the allocation of the 10 percent legal reserve (no such allocation isnecessary if the legal reserve is maintained at the level of the paid-in capital of theCompany), and the provision or reversal for the special reserve pursuant to law or
regulation, and submit a proposal to a shareholders' meeting for resolution on the
distribution of dividends to shareholders.
Article 20-2: When forming its dividend policy, the Corporation considers various factors such as its
plans relating to current and future development, the overall investment environment, its
financial needs, competition in the domestic and foreign markets, as well as the interest ofshareholders. The earnings distribution proposal shall be prepared by the Board of
Directors and be approved at a shareholders’ meeting. If the Company plans to make
distributions, the percentage of earnings to be distributed shall be no less than 10% of the
distributable earnings for the year. Dividends shall be distributed in cash or stock, of which
no less than 10% of the total dividends shall be distributed in cash, and no less than 10%of the total stock dividends shall be distributed in cash. However, if the cash dividend isless than $0.2 per share, it will not be paid and will be paid as stock dividend instead.

Section VII - Supplementary Provisions～ 54 ～~ 57 ~

Article 21: In regard to all matters not provided for in these Articles of Incorporation, the Company
Act shall govern.
Article 22: The Articles were enacted on December 15, 1978.
The first amendment was made on January 18, 1979.
The second amendment was made on August 1, 1979.
The third amendment was made on July 5, 1980.
The fourth amendment was made on August 14, 1980.
The fifth amendment was made on June 23, 1982.
The sixth amendment was made on August 19, 1982.
The seventh amendment was made on June 17, 1983.
The eighth amendment was made on August 1, 1984.
The ninth amendment was made on June 23, 1986.
The tenth amendment was made on April 24, 1987.
The eleventh amendment was made on October 29, 1987.
The twelfth amendment was made on June 30, 1988.
The thirteenth amendment was made on August 10, 1989.
The fourteenth amendment was made on October 2, 1989.
The fifteenth amendment was made on March 4, 1990.
The sixteenth amendment was made on April 15, 1990.
The seventeenth amendment was made on June 30, 1990.
The eighteenth amendment was made on April 27, 1991.
The nineteenth amendment was made on August 20, 1991.
The twentieth amendment was made on June 30, 1992.
The twenty-first amendment was made on August 6, 1992.
The twenty-second amendment was made on December 23, 1994.
The twenty-third amendment was made on May 20,1995.
The twenty-fourth amendment was made on June 22, 1996.
The twenty-fifth amendment was made on June 28, 1997.
The twenty-sixth amendment was made on June 19, 1998.
The twenty-seventh amendment was made on September 28, 1998.
The twenty-eighth amendment was made on May 22, 2000.
The twenty-ninth amendment was made on May 28, 2001.
The thirtieth amendment was made on June 24, 2002.
The thirty-first amendment was made on June 23, 2003.
The thirty-second amendment was made on June 15, 2004.
The thirty-third amendment was made on June 14, 2005.
The thirty-fourth amendment was made on June 14, 2006.
The thirty-fifth amendment was made on June 13, 2007.
The thirty-sixth amendment was made on June 13, 2008.
The thirty-seventh amendment was made on June 19, 2009.
The thirty-eighth amendment was made on June 15, 2010.
The thirty-ninth amendment was made on June 27, 2012.
The fortieth amendment was made on June 19, 2013.
～ 55 ～~ 58 ~

The forty-first amendment was made on June 13, 2016.
The forty-second amendment was made on June 14, 2019.
The forty-third amendment was made on June 16, 2020.
The forty-fourth amendment was made on June 21, 2022.
The forty-fifth amendment was made on June 19, 2023.

～ 56 ～~ 59 ~

(Appendix 2)
TAIWAN SEMICONDUCTOR CO., LTD.
Convention Rules for Shareholders’ Meetings
Implementation Date: 22 June, 1996
First amendment and implementation date：June 19, 1998
Second amendment and implementation date：June 24, 2002
Third amendment and implementation date：June 15, 2004
Fourth amendment and implementation date：June 13, 2008
Fifth amendment and implementation date：June 13, 2016
Sixth amendment and implementation date：June 16, 2020
Seventh amendment and implementation date：July 26, 2021
Eighth amendment and implementation date：June 21, 2022
1

The rules of procedures for the Company’s Shareholders’ Meetings, except as otherwise provided
by law, regulation, or the Articles of Incorporation, shall be as provided in these Rules.
Changes to how this Corporation convenes its shareholders’ meeting shall be resolved by theboard of directors, and shall be made no later than mailing of the shareholders meeting notice.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxyforms, and the origins of and explanatory materials relating to all proposals, including proposals
for ratification, matters for deliberation, or the election or dismissal of directors or supervisors,
and upload them to the Market Observation Post System (MOPS) before 30 days before the dateof a regular shareholders meeting or before 15 days before the date of a special shareholders
meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda
and supplemental meeting materials and upload them to the MOPS before 21 days before the dateof the regular shareholders meeting or before 15 days before the date of the special shareholders
meeting. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of thelast day of the most current fiscal year, or total shareholding of foreign shareholders and PRC
shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders
meeting held in the immediately preceding year, transmission of these electronic files shall bemade by 30 days before the regular shareholders meeting. In addition, before 15 days before thedate of the shareholders meeting, this Corporation shall also have prepared the shareholders
meeting agenda and supplemental meeting materials and made them available for review byshareholders at any time. The meeting agenda and supplemental materials shall also be displayed
at this Corporation and the professional shareholder services agent designated thereby.
This Corporate shall make the meeting agenda and supplemental meeting materials in thepreceding paragraph available to shareholders for review in the following manner on the date of
the shareholders meeting:
1. For physical shareholders meetings, to be distributed on-site at the meeting.
～ 57 ～~ 60 ~

2. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on thevirtual meeting platform.
3. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting
platform.
2

This Corporation shall specify in its shareholders meeting notices the time during which
attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will
be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations will be accepted, as stated in thepreceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The
place at which attendance registrations are accepted shall be clearly marked and a sufficientnumber of suitable personnel assigned to handle the registrations. For virtual shareholders
meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before
the meeting starts. Shareholders completing registration will be deemed as attend the shareholders
meeting in person.
Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, orother certificates of attendance. This Corporation may not arbitrarily add requirements for otherdocuments beyond those showing eligibility to attend presented by shareholders. Solicitors
soliciting proxy forms shall also bring identification documents for verification.
A sign-in book shall be provided at the shareholders' meeting for the attending shareholders tosign in, or the attending shareholder shall surrender the attendance sign-in card in place of signing
the sign-in book.
In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online
shall register with this Corporation two days before the meeting date.
In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda
book, annual report and other meeting
materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep
this information disclosed until the end of the meeting.
The number of shares in attendance and voting rights shall be calculated according to the sharesindicated by the attendance book and sign-in cards handed in, and the shares checked in on thevirtual meeting platform, plus the number of shares whose voting rights are exercised bycorrespondence or electronically.

2-1

To convene a virtual shareholders meeting, this Corporation shall include the follow particulars
in the shareholders meeting notice:
1. How shareholders attend the virtual meeting and exercise their rights.
2. Actions to be taken if the virtual meeting platform or participation in the virtual meeting isobstructed due to natural disasters, accidents or other force majeure events, at least covering thefollowing particulars:～ 58 ～~ 61 ~

A. To what time the meeting is postponed or from what time the meeting will resume if the above
obstruction continues and cannot be removed, and the date to which the meeting is postponed oron which the meeting will resume.
B. Shareholders not having registered to attend the affected virtual shareholders meeting shall notattend the postponed or resumed session.
C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if thetotal number of shares represented at the meeting, after deducting those represented byshareholders attending the virtual shareholders meeting online, meets the minimum legal
requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares
represented by shareholders attending the virtual meeting online shall be counted towards the total
number of shares represented by shareholders present at the meeting, and the shareholders
attending the virtual meeting online shall be deemed abstaining from voting on all proposals on
meeting agenda of that shareholders meeting.
D. Actions to be taken if the outcome of all proposals have been announced and extraordinary
motion has not been carried out.
3. To convene a virtual-only shareholders meeting, appropriate alternative measures available toshareholders with difficulties in attending the video shareholders meeting online shall be
specified.
3

Attendance and voting at Shareholders’ Meetings shall be calculated based on numbers of shares.
With respect to resolutions of shareholders meetings, the number of shares held by a shareholder
with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihoodthat such a relationship would prejudice the interests of the Company, that shareholder may not
vote on that item, and may not exercise voting rights as proxy for any other shareholder
The number of shares for which voting rights may not be exercised under the preceding paragraphshall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competentsecurities authority, when one person is concurrently appointed as proxy by two or moreshareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights
represented by the total number of issued shares. If that percentage is exceeded, the voting rights
in excess of that percentage shall not be included in the calculation.

4

Shareholders' meetings shall be held at the location of the Company or factory or otherwise at aplace convenient for the shareholders to attend and suitable for the holding of shareholders'meetings, and shall start at a time not earlier than 9 a.m. and not later than 3 p.m. Fullconsideration shall be given to the opinions of the independent directors with respect to the place
and time of the meeting.
The restrictions on the place of the meeting shall not apply when this Corporation convenes avirtual-only shareholders meeting.
～ 59 ～~ 62 ~

5

If a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by
the Chairperson of the Board of Directors. When the Chairperson by reason of leave or otherwise
is unable to exercise the power of office, the vice chairperson shall act in place of the chairperson;
if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable toexercise the powers of the vice chairperson, the chairperson shall appoint one of the managing
directors to act as chair, or, if there are no managing directors, one of the directors shall be
appointed to act as chair. Where the chairperson does not make such a designation, the managing
directors or the directors shall select from among themselves one person to serve as chair.
If a shareholders' meeting is convened by any person, other than the Board of Directors, entitled
to convene such a meeting, the meeting shall be chaired by that person. If the meeting is convened
by two or more such persons, they shall select one of their number to chair the meeting.

6

The Company may appoint its attorneys, certified public accountants, or related persons retainedby it to attend a Shareholders’ Meeting.
All staff members working at shareholders' meetings shall wear identification cards or arm
badges.

7

8

The Company shall make an uninterrupted audio and video recording of the proceedings of the
Shareholders’ Meeting. The recorded audio and video materials shall be retained for at least one
year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, theaforementioned materials shall be retained until the conclusion of the litigation.
The holding of the shareholders meeting of the Company may involve trade secret reports, unlessotherwise stipulated by laws and regulations, video and audio recordings are required. It is
forbidden for anyone, including shareholders, to video, audio record, or take pictures of theshareholder meeting place and the contents of the meeting.
Where a shareholders meeting is held online, this Corporation shall keep records of shareholder
registration, sign-in, check-in, questions raised, votes cast and results of votes counted by thisCorporation, and continuously audio and video record, without interruption, the proceedings ofthe virtual meeting from beginning to end.
The information and audio and video recording in the preceding paragraph shall be properly kept
by this Corporation during the entirety of its existence, and copies of the audio and video
recording shall be provided to and kept by the party appointed to handle matters of the virtual
meeting.
The chair shall call the meeting to order at the appointed meeting time and announce relevant
information such as number of non-voting rights and of shares present at the same time.
However, when the attending shareholders do not represent a majority of the total number ofissued shares, the chair may announce a postponement, provided that no more than two such
postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not
met after two postponements and the attending shareholders still represent less than one third of
the total number of issued shares, the chair shall declare the meeting adjourned. In the event of avirtual shareholders meeting, this Corporation shall also declare the meeting adjourned at thevirtual meeting platform.
～ 60 ～~ 63 ~

9

If the quorum is not met after two postponements, but the attending shareholders represent one
third or more of the total number of issued shares, the situation must be handled in accordancewith Article 175, Paragraph 1 of the Company Act; all shareholders shall be notified of thetentative resolution and another shareholders meeting shall be convened within one month. In theevent of a virtual shareholders meeting, shareholders intending to attend the meeting online shallre-register to this Corporation in accordance with Article 2.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of thetotal number of issued shares, the chair may resubmit the tentative resolutions made previously
for a vote by the Shareholders’ Meeting in accordance with Article 174 of the Company Law.
If a Shareholders’ Meeting is convened by the Board of Directors, the meeting agenda shall be
set by the Board of Directors; relevant agenda items (including extraordinary motions andamendments to original proposals) shall be voted on an item-by-item basis, The meeting shallproceed in the order set by the agenda, which may not be changed without a resolution of the
Shareholders’ Meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a Shareholders’ Meeting
convened by a party with the power to convene that is not the Board of Directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on themeeting agenda under the two preceding paragraphs (including extraordinary motions), except bya resolution of the Shareholders’ Meeting. In the event that the chair dissolves the meeting inviolation of the rules of meeting procedure, a new chair may be selected to continue the meetingwith the approval of a majority of the voting rights of the shareholders present.
After the meeting is adjourned, the shareholders may not designate another person as chair andcontinue the meeting in the original location or at a different location.
The chair shall allow sufficient opportunity for the explanation and discussion of an agenda itemor any amendment or extraordinary motion submitted by a shareholder, and when the chair thinksthat any such item has been discussed sufficiently to put it to a vote, the chair may declare thediscussion closed, put forward the voting, and arrange an adequate time for voting.

10

When an attending shareholder wishes to speak regarding a proposal up for discussion, he or she
must specify on a speaker's slip the subject of the speech, his/her shareholder account number (orattendance number), and account name. The order in which shareholders speak will be set by thechair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shallbe deemed to have not spoken. When the content of the speech does not correspond to the subject
given on the speaker's slip, the spoken content shall prevail.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unlessthey have sought and obtained the consent of the chair and the shareholder that has the floor; thechair shall stop any violation.

11

Except with the consent of the chair, a shareholder may not speak more than twice on the same
proposal, and a single speech may not exceed 5 minutes.

～ 61 ～~ 64 ~

If the speech of any shareholder violates the above Article or exceeds the scope of the agenda
item, the chair may terminate the speech.
Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting
online may raise questions in writing at the virtual meeting platform from the chair declaring themeeting open until the chair declaring the meeting adjourned. No more than two questions for thesame proposal may be raised. Each question shall contain no more than 200 words. The
regulations in Article 10 and paragraphs 1 to 2 of this Article do not apply.
12

When a juristic person is appointed to attend as proxy, it may designate only one person torepresent it in the meeting.
When a juristic person shareholder appoints two or more representatives to attend a Shareholders’Meeting, only one of the representatives so appointed may speak on the same proposal.

13

After an attending shareholder has spoken, the chair may respond in person or direct relevant
personnel to respond.

14

The chair shall announce the end of discussion on a proposed resolution and proceed with voting
when he/she feels there has been sufficient discussion.

15

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by thechair, provided that all monitoring personnel shall be shareholders of the Company.
The result of the vote shall be announced immediately at the voting place and shall be recorded.
When this Corporation convenes a virtual shareholders meeting, after the chair declares themeeting open, shareholders attending the meeting online shall cast votes on proposals andelections on the virtual meeting platform before the chair announces the voting session ends orwill be deemed abstained from voting.
In the event of a virtual shareholders meeting, votes shall be counted at once after the chairannounces the voting session ends, and results of votes and elections shall be announced
immediately.
When this Corporation convenes a hybrid shareholders meeting, if shareholders who haveregistered to attend the meeting online in accordance with Article 6 decide to attend the physicalshareholders meeting in person, they shall revoke their registration two days before theshareholders meeting in the same manner as they registered. If their registration is not revokedwithin the time limit, they may only attend the shareholders meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they
have withdrawn the declaration of intent and attended the shareholders meeting online, except
for extraordinary motions, they will not exercise voting rights on the original proposals or makeany amendments to the original proposals or exercise voting rights on amendments to theoriginal proposal.

16

When a meeting is in progress, the chair may announce a break at his or her discretion. If a force
majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time
when, in view of the circumstances, the meeting will be resumed.
～ 62 ～~ 65 ~

If the venue of a shareholder's meeting becomes unavailable for use before the conclusion of allagenda items (including extraordinary motions), the shareholders at the meeting may resolve tocontinue the meeting at another venue.
A shareholders' meeting may, by a resolution made under Article 182 of the Company Act, beadjourned to or resumed on a date within the next five days.
17

Each shareholder is entitled to one vote for each share held, except for restricted shares or for
non-voting shares under Article 179, paragraph 2 of the Company Act.
When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights byelectronic means and may adopt exercise of voting rights by correspondence. When voting rights
are exercised by correspondence or electronic means, the method of exercise shall be specified in
the shareholders meeting notice. A shareholder exercising voting rights by correspondence orelectronic means will be deemed to have attended the meeting in person, but to have waived
his/her rights with respect to the extraordinary motions and amendments to original proposals ofthat meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary
motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under
the preceding paragraph shall deliver a written declaration of intent to this Corporation before twodays before the date of the shareholders meeting. When duplicate declarations of intent aredelivered, the one received earliest shall prevail, except when a declaration is made to cancel theearlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in theevent the shareholder intends to attend the shareholders meeting in person, a written declarationof intent to retract the voting rights already exercised under the preceding paragraph shall be madeknown to this Corporation, by the same means by which the voting rights were exercised, before
two business days before the date of the shareholders meeting. If the notice of retraction is
submitted after that time, the voting rights already exercised by correspondence or electronicmeans shall prevail. When a shareholder has exercised voting rights both by correspondence orelectronic means and by appointing a proxy to attend a shareholders meeting, the voting rights
exercised by the proxy in the meeting shall prevail.
If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend theshareholders meeting online, a written notice of proxy cancellation shall be submitted to thisCorporation two business days before the meeting date. If the cancellation notice is submitted
after that time, votes cast at the meeting by the proxy shall prevail.
Except as otherwise provided in the Company Act, the passage of a proposal shall require anaffirmative vote of a majority of the voting rights represented by the attending shareholders.
In the resolution, after the Chairman or delegate thereof announces the total number of voting
rights represented by shareholders in attendance for voting on each issue, shareholders willproceed with voting on a case-by-case basis. On the day after the shareholders' meeting, the resultsof shareholders' approval, disapproval and abstention will be entered into the MOPS.
～ 63 ～~ 66 ~

18

When there is an amendment or an alternative to a proposal, the chair shall present the amended
or alternative proposal together with the original proposal and decide the order in which they will
be put to a vote. When any one among them is passed, the other proposals will then be deemed
rejected, and no further voting shall be required.

19

The chair shall direct the proctors (or security personnel) to help maintain order at the meeting
place. When proctors (or security personnel) help maintain order at the meeting place, they shallwear an armband bearing the word "Proctor."

20

When voting for the directors in the shareholders meeting, the process shall follow the relevant
rules made by the company, and the chairman shall announce the voting result immediately,
including the list of elected directors with the number of votes and the lost directors with thenumber of votes.
The ballots for the election referred to in the preceding paragraph shall be sealed with thesignatures of the monitoring personnel and kept in proper custody for at least one year. However,
if a shareholder files a lawsuit pursuant to Article 189 of the Taiwan Company Act, the ballots
are retained until the litigation is concluded.

21

Matters relating to the resolutions of a Shareholders’ Meeting shall be recorded in the meeting
minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and shall be
distributed to each shareholder within twenty days after the meeting. The meeting minutes may
be made and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of apublic announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, thechair’s full name, the procedures by which resolutions were adopted, and a summary of thedeliberations and their results (including the number of voting rights) for director and supervisors
elections, the number of votes for each candidate should be disclosed, and shall be retained forthe duration of the existence of the Company.
In the event of a virtual shareholders meeting, the meeting minutes shall be recorded in accordancewith the provisions of the preceding paragraph and the meeting minutes shall also record thestarting and ending time of the shareholders meeting, the method of holding the meeting, the nameof the chair and the recorder, and the action and the situation to be taken if the virtual meeting
platform or participation in the virtual meeting is obstructed due to natural disasters, accidents orother force majeure events.
When convening a virtual-only shareholder meeting, other than compliance with the requirementsin the preceding paragraph, this Corporation shall specify in the meeting minutes alternative
measures available to shareholders with difficulties in attending a virtual-only shareholders
meeting online.

22

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a
statistical statement of the number of shares obtained by solicitors through solicitation, thenumber of shares represented by proxies and the number of shares represented by shareholders～ 64 ～~ 67 ~

attending the meeting by correspondence or electronic means, and shall make an express
disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders
meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform
at least 30 minutes before the meeting starts, and keep this information disclosed until the end of
the meeting.
During this Corporation's virtual shareholders meeting, when the meeting is called to order, thetotal number of shares represented at the meeting shall be disclosed on the virtual meeting
platform. The same shall apply whenever the total number of shares represented at the meeting
and a new tally of votes is released during the meeting.
If matters put to a resolution at a shareholders meeting constitute material information underapplicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange
Market) regulations, this Corporation shall upload the content of such resolution to the MOPS
within the prescribed time period.
23

In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results ofvotes and election immediately after the end of the voting session on the virtual meeting platform
according to the regulations, and this disclosure shall continue at least 15 minutes after the chair
has announced the meeting adjourned

24

When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretaryshall be in the same location, and the chair shall declare the address of their location when themeeting is called to order.

25

In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shallalso declare, unless under a circumstance where a meeting is not required to be postponed to or
resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing theAdministration of Shareholder Services of Public Companies, if the virtual meeting platform or
participation in the virtual meeting is obstructed due to natural disasters, accidents or other force
majeure events before the chair has announced the meeting adjourned, and the obstruction
continues for more than 30 minutes, the meeting shall be postponed to or resumed on another datewithin five days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders
who have not registered to participate in the affected shareholders meeting online shall not attend
the postponed or resumed session.
For a meeting to be postponed or resumed under the second paragraph, the number of shares
represented by, and voting rights and election rights exercised by the shareholders who haveregistered to participate in the affected shareholders meeting and have successfully signed in themeeting, but do not attend the postpone or resumed session, at the affected shareholders meeting,shall be counted towards the total number of shares, number of voting rights and number ofelection rights represented at the postponed or resumed session.

～ 65 ～~ 68 ~

During a postponed or resumed session of a shareholders meeting held under the second
paragraph, no further discussion or resolution is required for proposals for which votes have beencast and counted and results have been announced, or list of elected directors and supervisors.
When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot
continue as described in second paragraph, if the total number of shares represented at themeeting, after deducting those represented by shareholders attending the virtual shareholders
meeting online, still meets the minimum legal requirement for a shareholder meeting, then theshareholders meeting shall continue, and not postponement or resumption thereof under thesecond paragraph is required.
Under the circumstances where a meeting should continue as in the preceding paragraph, theshares represented by shareholders attending the virtual meeting online shall be counted towards
the total number of shares represented by shareholders present at the meeting, provided theseshareholders shall be deemed abstaining from voting on all proposals on meeting agenda of thatshareholders meeting.
When postponing or resuming a meeting according to the second paragraph, this Corporation
shall handle the preparatory work based on the date of the original shareholders meeting inaccordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations
Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 ofRegulations Governing the Use of Proxies for Attendance at Shareholder Meetings of PublicCompanies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of theRegulations Governing the Administration of Shareholder Services of Public Companies, thisCorporations shall handle the matter based on the date of the shareholders meeting that is
postponed or resumed under the second paragraph.
26

When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate
alternative measures available to shareholders with difficulties in attending the video shareholders
meeting online.

27

These Rules, and any amendments hereto, shall be implemented after adoption by Shareholders’Meetings.

～ 66 ～~ 69 ~

(Appendix 3)

TAIWAN SEMICONDUCTOR CO., LTD.
"Rules for the Election of Directors"

Article 1

Article 2

Article 3

Article 4
Article 5

Article 6
Article 7

Established on June 27, 2012
First Amendment Date: June 13, 2016
Second Amendment Date: July 26, 2021
The election of directors of the company shall be conducted in accordance with theprovisions of these rules, except as otherwise provided by law or the articles ofincorporation of the company.
The election of directors of the company shall be conducted in accordance with thesystem of candidate nomination stipulated in the Company Act and the articles ofincorporation of the company. Shareholders shall appoint from the list of director
candidates.
During the election of directors by the shareholders' meeting, each share shall have thesame number of voting rights as the number of directors to be elected. The voting rights
may be consolidated to elect one person or distributed to elect several persons. The
person or persons receiving the most votes shall be elected as directors in order. The
election of directors shall be conducted by open ballot. The identification of the voter
shall be represented by the shareholder account number or attendance number printed on
the ballot. The ballots shall be prepared and issued by the board of directors, and theformat, content, and items to be filled in shall be based on the ballot printed. Voters are
not allowed to add, delete, or modify them arbitrarily. Ballots for the election of
directors shall be cast into the ballot box designated by the chairman. In addition to theprovisions of the preceding two paragraphs, shareholders may exercise their voting
rights in writing or electronically; the method of exercise shall be specified in the noticeof convocation of the shareholders' meeting.
When the company sets up independent directors according to the articles ofincorporation, the election of independent directors and non-independent directors shallbe conducted together, and the number of elected positions shall be calculated
separately. The election of independent directors shall be conducted in accordance withthe "Regulations Governing the Establishment and Compliance Matters of Independent
Directors of Public Issuers" and relevant laws and regulations.
In the election of directors of the company, if two or more persons have equal voting
rights and exceed the number of positions to be elected, the persons with equal voting
rights shall coordinate the election among themselves. If coordination cannot bereached, the director position shall remain vacant.
Before the election begins, the chairman shall designate several inspectors and countersto perform various related tasks.
The election ballots shall be prepared by the board of directors in the same number as
the number of directors to be elected, issued according to the attendance numbers, andfilled in with their voting rights.
(Deleted)
Ballots shall be deemed invalid under any of the following circumstances:
1. Ballots not prepared by the convener.
2. Blank ballots cast into the ballot box.
3. Illegible or altered handwriting.
～ 67 ～~ 70 ~

Article 8

Article 9
Article 10

4. The filled-in candidate does not match the list of director candidates.
5. Other writings besides voting allocation.
6. (Deleted)
After the voting is completed, the ballots shall be counted on the spot, and the results
shall be announced by the chairman, including the list of elected directors and theirvoting rights.
Elected directors shall be issued a notice of election by the board of directors.
These regulations shall come into effect after being passed by the shareholders' meeting,and any amendments shall also follow the same procedure.

～ 68 ～~ 71 ~

(Appendix 4)
Shareholding of Directors
Roster of
director

Date: April 21, 2024
Number of shares held on election date

Identity
NumberName

Chairman

A00010Wang, Shiu Ting

Director

D00060TSC Auto ID Technology
Co., Ltd.

Director

D00070UMC Capital Corp.

N00010Jhan, Cian-Long

N00020Fan, Hong-Shu

N00030Lin, Bo-Sheng

N00040

Ma, Shu-Zhuang

TittleIndependent
director
Independent
Director
Independent
Director
Independent
Director

Total
Total shares issued on July 26, 2021:
Total shares issued on April 21, 2024:
Remark：Election DateType

ordinarysharesJuly 26, 2021 ordinary
sharesJuly 26, 2021 ordinary
sharesJuly 26, 2021 ordinary
sharesJuly 26, 2021 ordinary
sharesJuly 26, 2021 ordinary
sharesJuly 26, 2021 ordinary
sharesordinaryshares265,085,486 shares
263,485,486 shares
July 26, 2021

All directors of the Company shall legally hold shares：

Percentage

Shareswhen public

11,608,340
13,600,000
6,741,000
000031,949,340

Number of shares held at presentTypeordinarysharesordinary
5.13%
sharesordinary
2.54%
sharesordinary
0.00%
sharesordinary
0.00%
sharesordinary
0.00%
sharesordinary
0.00%
shares4.38%

ordinaryshares

12,000,000 shares，hold as of April 21, 2024：

Percentage when

Sharespublic12,383,340

4.70%

15,960,000

6.06%

6,741,000

2.56%

0

0.00%

1,000

0.00%

0

0.00%

0

0.00%

35,085,340

35,084,340 shares

The Company has established an Audit Committee； therefore, the Supervisors’ shareholdings requirement is not applicable.
◎ Shares held by independent directors are not included in the number of shares held by directors

～ 69
~ ～
72 ~