2.1 Directors and Supervisors: Spouse & Minor Shareholding. Current Shareholding. Shareholding when Elected. Tenure (Year) Date First Elected.

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1 2. Information on the company s directors, supervisors, general manager, assistant general managers, deputy assistant general managers, and the chiefs of all the company s divisions and branches 2. s and s: Date Elected Tenure (Year) Date First Elected Shareholding when Elected Current Shareholding Spouse & Minor Shareholding Shares % Shares % Shares % Chairman (TSMC) ,24,459 (47,89,988) 6.22 (27.4) 628,22, ChingI Eli Wang JenChau Wendell Huang ,59, ,29, TzeKaing Yang LuPao Hsu ,557. 8,962.,89 28 Annual Report

2 December, 28 Shareholding by Nominee Arrangement Education &Selected Past Positions Selected Current Positions Managers Are Spouse or Within Seconddegree Relative of Consanguinity to Each Other Shares % Relation PhD, Economics, University of Illinois Minister of Finance Master of ate General of Budget, Accounting and Statistics (DGBAS) of Executive Yuan, BOD of TaiMed Biologics Ph.D., Physics, Columbia University Vice President, TSMC President,, Associates Inc., Investment Holding, Inc., Singapore Pte Ltd., Micro Inc. Ph.D., Electrical Engineering, Yale University Vice President, TSMC Senior Vice President, Chartered Semiconductor Manufacturing Ltd. Senior Vice President, TSMC M.S.A., University of Illinois, U.S.A. Chairman & Managing Partner, T N Soong & Co., CPAs Managing Partner, Eli C. Wang & Co. CPAs, BOD of Yuan Ze University, BOD of Mirle Automation Corp., BOD of Asia Cement Corp., BOD of Sino Pac Holdings. M.B.A., Cornell University, U.S.A. Deputy, Finance Division, TSMC, Finance Division, TSMC, TSMC Europe B.V., InveStar, InveStar (II) Ph.D. Program in Agricultural Economics, National Taiwan University Master's Degree in Agricultural Economics, National Taiwan University, Department of Sectoral Planning, CEPD, Executive Yuan Senior Specialist, Department of Economic Research, CEPD, Executive Yuan Counselor, Council for Economic Planning and Development, Executive Yuan Executive Secretary, Fund, Executive Yuan Ph.D. in Business Administration, National Chengchi University MBA, University of Illinois at UrbanaChampaign, USA Political Deputy Minister of Finance Chairmen, Bank of Taiwan President, China Development Industrial Bank, Taiwan Stock Exchange Corporation Independent, ASROCK Incorporation Independent, AU Optronics Corp, ASUSTeK Computer Inc., RITEK Corporation Chairman, Yangtze Associates, Huiyang Private Equity Fund Co., Ltd, Bridgewell Incorporation, EZ Travel Co., Ltd, FAT Venture Capital, eturbotouch Technology Inc. B.S., Physics Dept., National Cheng Kung University Executive Vice President, Philips Taiwan, BOD of TSMC, BOD of Delta Electronics Inc. Chairmen, Philips Taiwan Quality Foundation, Winbond Electronics Corporation, BOD of Corporate Synergy Development Center, BOD of ZyXEL Communications Corporation Independent, BOD of Diodes Incorporated 28 Annual Report

3 Information on directors that are representatives of juridical person shareholders: July 22, 28 Juridical person shareholders Top shareholders of juridical person shareholders ADR Manufacturing Company, Ltd. 2.88% 6.29% JPMorgan Chase Bank N.A. Taipei Branch in custody for Capital World Growth and Income Fund Inc. 2.5% JPMorgan Chase Bank N.A. Taipei Branch in custody for Saudi Arabian Monetary Agency.94% Koninklijke Philips Electronics N.V..46% JPMorgan Chase Bank N.A. Taipei Branch in custody for EuroPacific Growth Fund.4% Cathay Life Insurance Co., Ltd..4% JPMorgan Chase Bank N.A. Taipei Branch in custody for The Investment Company of America.% JPMorgan Chase Bank N.A. Taipei Branch in custody for Capital Income Builder, Inc..92% JPMorgan Chase Bank N.A. Taipei Branch in custody for Oppenheimer Developing Markets Fund.84% Not applicable Independence Analysis of Board Members under Taiwan SFC Criteria: Over 5 years of working experience Criteria(Note) College Instructor or higher level in Business, Legal, Finance, Accounting or company business related area Court Judge, Prosecutor, Lawyer, Accountant, or other Certified Professional expert related to company business Business, Legal, Finance, Accounting or company business required working experience Note ChingI Eli Wang TzeKaing Yang 2 LuPao Hsu JenChau Wendell Huang Note :. Not an employee of affiliated companies of the company and company. 2. Not a director, supervisor of affiliated companies of the company and company.. Not a natural person shareholder directly or indirectly owning more than % of the Company s outstanding shares, nor one of the Company s top natural person shareholders. 4. Not a spouse or a firstorseconddegree relative to any person specified in Criteria ~. 5. Not a director, supervisor or employee of a shareholder of juridical person of the Company directly or indirectly owning more than 5% of the Company's outstanding shares, nor one of the Company's top five shareholders of juridical person. 6. Not a director, supervisor, manager or shareholder holding more than 5%of the outstanding shares of certain companies or institutions that have financial or business relationship with the Company. 7. Not an owner, partner, director, supervisor, manager of any sole proprietor, partnership, company or institution and his/her spouse, or the specialist and his/her spouse, that provides finance, commerce, legal consultation and services to the Company or affiliated companies within one year. 8. Not a spouse or firstorseconddegree relative to any other director. 9. Not a juridical person or its representative as defined in Article of Company Law.. Not a juridical person or its representative as defined in Article 27 of Company Law. 28 Annual Report

4 2.2 Executive Officers: February 28, 29 Date Elected Current Shareholding Spouse & Minor Shareholding Shareholding by Nominee Arrangement Education &Selected Past Positions Selected Current Positions Managers Are Spouse or Within Seconddegree Relative of Consanguinity to Each Other Shares % Shares % Shares % Relation President Leuh Fang MS, Materials Science and Engineering, University of Washington Fab, Manufacturing Company, Ltd. Vice President, SSMC, IMU Solutions,Inc. Vice President, Finance Robert Hsieh ,25.5 MBA, National Taiwan University Vice President, Country Banking Head, Bank of America, NTSA, Associates Inc., Investment Holding, Inc., Micro Inc., Specialty TechFarm, Inc., Walton Advanced Engineering Inc., CMSC Inc., INNOTECH Co., Ltd. Vice President, Marketing & Sales Thomas Chang ,68.2 MS, Electrical Engineering, University of Cincinnati Vice President, Mosel Vitelic Inc., Micro Inc., Linear Artwork, Inc., Specialty TechFarm, Inc., International Semiconductor Technology Ltd., INNOTECH Co., Ltd., Layer Walker Technology Inc., SkyTraq Technology Inc., CMSC Inc. Vice President, Engineering Service YihJau Chang ,. PhD, Electrical Engineering, University, CMSC Inc. of Southern California, Singapore Pte Ltd. Vice President, Toppdy Optoelectromics Corp. Sr. of Operation & Environment Safety ChanJen Kuo ,222.2 MS, Electrical Engineering, National Tsing Hua University Note: President Leuh Fang is nominated as president on February 2, Annual Report

5 2. to s, s & Managers 2.. to s: Unit: NT$ thousand to s Employee Profit Sharing (A) Retirement pay (B) to s from Allocated Earnings (C) Transportation (D) A+B+C+D as % of 28 Net Income Salary & Bonus (E) Retirement pay (F) Employee Profit Sharing (G) & Number of Employee Stock Options Granted in 28 (H) A+B+C+D+E+F +G as % of 28 Net Income Other & & & & & & & Cash Stock Cash Stock & & Chairman (resigned) (TSMC) (TSMC) ChingI Eli Wang (TSMC) TzeKaing Yang LuPao Hsu Ying Jay Yang 7,69 7,69 7,5 7,5 2,26 2,26.62%.62%,22,22,, 2.6% 2.6% None Note : The BOD adopted a proposal for 28 compensation to ' directors and supervisors in the amount of NT$9,77 thousands at the meeting in Feb. 2. The proposed compensation will be effected upon the approval of shareholder at the annual shareholder meeting in June. Note 2: Chauffer compensation is at NT$ 77 thousand Annual Report

6 of Range of to s (NT$) A+B+C+D A+B+C+D+E+F+G & & >2,, TzeKaing Yang LuPao Hsu TzeKaing Yang LuPao Hsu TzeKaing Yang LuPao Hsu TzeKaing Yang LuPao Hsu ChingI Eli Wang Ying Jay Yang(resigned) ChingI Eli Wang Ying Jay Yang(resigned) ChingI Eli Wang Ying Jay Yang(resigned) ChingI Eli Wang Ying Jay Yang(resigned) 2,, (Included)~5,, 5,,(Included)~,,,,(Included)~5,, 5,,(Included)~,,,,(Included)~5,, 5,,(Included)~,, >,, Total to s: Unit: NT$ thousand to s (A) Retirement pay (B) to s from Allocated Earnings (C) Transportation ((D) A+B+C+D as % of 28 Net Income Other & & & & & Taiwan Semiconductor Manufacturing Co., Ltd. (TSMC) JenChau Wendell Huang National Development Fund, Executive Yuan LaiShou Su (resigned) 2,25 2, Annual Report

7 of Range of to (NT$) A+B+C+D & >2,, 2,, (Included)~5,, (TSMC) JenChau Wendell Huang LaiShou Su (resigned) (TSMC) JenChau Wendell Huang LaiShou Su (resigned) 5,,(Included)~,,,,(Included)~5,, 5,,(Included)~,,,,(Included)~5,, 5,,(Included)~,, >,, Total to President and Vice Presidents: Unit: NT$ thousand Salary (A) & Retirement pay (B) & Bonus (C) Employee Profit Sharing (D)(Note ) A+B+C+D as % of 28 Net Income ESOP Shares Granted in 28 & & & & Cash Stock Cash Stock Other President Leuh Fang Vice President, Finance Robert Hsieh Vice President, Marketing & Sales Vice President, Engineering Service Sr. of Operation & Environment Safety Thomas Chang YihJau Chang ChanJen Kuo 6,55 8,44,4,4,96, None Note : Approved 28 employee profit sharing for President and Vice Presidents derived from 27 numbers. No actual number is available by the releasing of this report. It will be amended to this report and updated in Market Observation Post and company website when available Annual Report

8 Range of to President and Vice President (NT$) of President and Vice President & >2,, Leuh Fang Leuh Fang 2,, (Included)~5,, Thomas Chang 5,,(Included)~,,,,(Included)~5,, Robert Hsieh, YihJau Chang, ChanJen Kuo Robert Hsieh, Thomas Chang, YihJau Chang, ChanJen Kuo 5,,(Included)~,,,,(Included)~5,, 5,,(Included)~,, >,, Total 5 5 Employee Profit Sharing Granted to Management Team in 28: February 28, 29 Stock Cash Total Total as % of 28 Net Income Management Team President Vice President, Finance Leuh Fang Robert Hsieh Vice President, Marketing & Sales Thomas Chang,96,96.8 Vice President, Engineering Service YihJau Chang Sr. of Operation & Environment Safety ChanJen Kuo Note: President Leuh Fang is nominated as president on Feb 2, Comparison and Description of all Company Paid to Net Income Ratio Analysis and Company Policy, Pattern, Procedures and Ties to the Operational Result 2.4. Analysis of to Net Income Ratio in the last two years for Company s, s and Executive Officers: Unit: NT$ thousand as % of Net Income Net Income as % of 27 Net Income Net Income as % of 28 Net Income s 9, , s 8,855 4,2,7.2 2,675,4,95.26 President and Vice Presidents 5, , Note: Approved 28 employee profit sharing for President and vice Presidents drived from 27 result. Final number is not available yet at the releasing time of thie report. 28 Annual Report 5

9 2.4.2 Company Policy, Pattern, Procedures and Ties to the Operational Result: The compensation policy for board directors and supervisors is regulated in company policy. Based on the general pattern in the industry, it is further adjusted by profit distribution approved by board and shareholder meetings. It is heavily influenced by company operational result. Executive compensation and bonus situation is set by adjustable company rules, education and experience level, and comparison with industry peers. It is further adjusted by profit distribution approved by board and shareholder meetings. It is heavily influenced by company operational result.. Implementation of Corporate Governance. Implementation of Board Meeting: The Board convened eight meetings in 28 Meeting attendance was as follows: No. of Meetings Attended No. of Meetings Substituted Attendance Rate Note Chairman 8 % 5 % assumed the position on 6//28 TzeKaing Yang 7 88% LuPao Hsu 7 88% ChingI Eli Wang 8 % 75% assumed the position on 7// % assumed the position on 6//28. MeiLing Chen 75% Resigned Ying Jay Yang % Resigned Y. G. Quintin Wu 2 67% Resigned JenChau Wendell Huang 7 88% LaiShou Su 8 % Resigned Supplement Notes:. No Security and Exchange Law Article 4 item to report for the fiscal year and upon this annual report date. No opposition or dissenting opinions held by independent director on record or with announcement in document for resolutions passed by the board of directors. 2. Recusal of directors due to conflicts of interests: None Dissenting opinions held by directors and supervisors in respect of important resolutions passed by the board directors: none Annual Report