Science-Based Industrial Park, Hsinchu, Taiwan, April 14, 2000 - Taiwan Semiconductor Manufacturing Company Ltd. (TSMC or the “Company”) (NYSE: TSM) today held the shareholders’ meeting. At the meeting the shareholders approved the distribution of a stock dividend of NT$2.8 per Common Share.
TSMC spokesperson Mr. Y.C. Huang pointed out the major conclusions of this Board meeting are as followed:
1. Approved 1999 financial statements. Net sales for 1999 were NT$ 73.13 billion, and net income was NT$ 24.56 billion, with Earnings Per Share of NT$3.24.
2. Approved that the NT$ 2.8 dividend to be paid in the form of common shares, by distributing 0.28 common shares in respect of each common stock outstanding.
3. Approved the capitalization of dividends and employee profit sharing to be distributed from 1999 profits and capital reserve. The paid-in capital of the Company shall become NT$ 99,908,494,230.
4. Approved to issue at premium no more than 150 million common shares for issuance of depository receipts (“DRs”), with par value of ten New Taiwan Dollars (NT$10). In order not to impair shareholders’ interest, the issuing price will not be lower than the market price of TSMC’s common shares at the Taiwan Securities Exchange (“TSE”) as of the date of issuance. The Chairman therefore will be authorized to, after consultation with the underwriters, decide the issuing price for this issuance.
5. Accepted merger with TSMC-Acer Semiconductor Manufacturing Corporation and the Merger Agreement. The exchange ratio for TASMC shares to TSMC shares shall be 3.90625 to 1. The consolidation date is scheduled to be June 30, 2000.
6. Accepted merger with Worldwide Semiconductor Manufacturing Corporation and the Merger Agreement. The exchange ratio for WSMC shares to TSMC shares shall be 2 to 1. The consolidation date is scheduled to be June 30, 2000.
7. Completed the re-election of Directors and Supervisors. The 7 Directors are Mr. Morris Chang (Chairman of TSMC), Mr. A.P.M. van der Poel (Representatives of Philips Electronics N.V.), Mr. Chintay Shih (Representative of Development Fund, Executive Yuan), Mr. F.C. Tseng (President of TSMC), Mr. J.C. Lobbezoo (Representatives of Philips Electronics N.V.), Mr. L.P. Hsu (Representatives of Philips Electronics N.V.), and Mr. Stan Shih (Representative of Chi Cherng Investment Co., Ltd.). The 3 Supervisors are Mr. Jan Kees van Vliet (Representative of Philips Electronics N.V.), Mr. George Shiu (Representative of Development Fund, Executive Yuan), and Mr. Paul Chien (Representative of Hsin Ruey Investment Co., Ltd.).
This announcement does not constitute an offer to sell, or solicitation of an offer to buy, any securities in the United States or elsewhere and any such offer in the United States may be made only be way of a prospectus registered under the Securities Act of 1933, as amended.