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AGM 2020

Apr 23, 2020

Speaker 1

Good day, and welcome to the Texas Instruments Incorporated Annual Meeting. I would now like to turn the conference over to Rich Templeton. The floor is yours, sir. Good morning. The 2020 Annual Meeting of Stockholders of Texas Instruments Incorporated is hereby called to order.

I'm Rich Templeton, Chairman, President and Chief Executive Officer. Cynthia Trochu, Secretary of the Company, will act as Secretary of this meeting. Our meeting today will focus solely on business items outlined in the proxy statement. The Board of Directors has appointed an independent inspector to conduct the vote at this meeting. Cynthia has advised me that holders of approximately 90% of the outstanding common stock are represented at the meeting, in person or by proxy.

This constitutes a quorum. All nominees for election to the TI Board are also with us this morning. In addition to myself, those nominees are Mark Blinn, Todd Bluedorn, Janet Clark, Kerry Cox, Martin Craighead, Jean Hobby, Mike Hsu, Ron Kirk, Pam Patzley and Robert Sanchez. All except Mike Hsu were elected at last year's annual meeting. Each of these nominees and their qualifications are listed in your proxy statement.

CI's bylaws require advanced notice of proposed director nominations. Since no notice of other nominations has been submitted in accordance with the bylaws, The nominations are closed. Our purpose at this meeting today is to vote on directors and on 2 board proposals. The polls are open for voting. Stockholders of record who have not already submitted their votes or who wish to change previously submitted vote may do so now on the website used to access the meeting.

Please remember that if you have already voted, it is not necessary to vote again. This would be an appropriate time to submit questions on ballot items. On the ballot today for today's meeting are a vote to elect Director nominees, an advisory vote on named executive officer compensation and a vote to ratify appointment of Ernst and Young as the company's independent registered public accounting firm for 2020. The full text of these items are in your proxy statement. The Board of Directors asked for a vote in favor of each item.

I will now take a few moments to address shareholder questions submitted today, if we have any, about the ballot items. Cynthia, are there any questions? Rich, we have no questions today. Thank you, Cynthia. It appears that we have no more votes coming in.

Since everyone has had the opportunity to vote, the polls are now closed. I will note that the votes of our 401 participants and the votes submitted prior to the start of the meeting, either by mail, phone or Internet, already have been countered. We have the preliminary results of the voting. According to the report of the inspectors, the 11 persons nominated by the Board have been elected. Stockholders have been given advisory approval of the company's executive compensation and the Board's proposal to ratify the appointment of Ernst and Young as the company's independent registered public accounting firm has been approved.

We will report the voting results in an 8 ks filing with the SEC within 4 business days. With that, the annual meeting is adjourned. Thank you for joining today.

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