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AGM 2023

Apr 27, 2023

Operator

All right. Good morning, everyone. We are about to get started. Thank you for your attention.

Rich Templeton
Chairman of the Board of Directors, Texas Instruments

Good morning. The 2023 annual meeting of stockholders of Texas Instruments Incorporated is hereby called to order. I'm Rich Templeton, Chairman of the Board of Directors. 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 about 89% of the outstanding common stock are represented at the meeting in person or by proxy. This constitutes a quorum. Our purpose at this meeting today is to vote on 5 company proposals, including director nominees and two stockholder proposals. All nominees for election to the TI Board are with us this morning. At this time, I am pleased to introduce the nominees for election to the TI Board.

As I introduce the director nominees, I ask that they please stand, face the audience, and remain standing. In addition to myself, those nominees are Mark Blinn, Todd Bluedorn, Janet Clark, Carrie Cox, Martin Craighead, Curtis Farmer, Jean Hobby, Haviv Ilan, Ron Kirk, Pam Patsley, and Robert Sanchez. All except for Mr. Farmer were elected at last year's annual meeting. Thank you, Directors. You may now be seated. Each of these nominees and their qualifications are listed in the proxy statement. TI's bylaws require advance notice of proposed director nominations. No notice of other nominations have been submitted, in accordance with the bylaws, the nominations are closed. The polls are open for voting. The right to vote directly at this meeting is limited to stockholders of record and proxy holders.

Stockholders of record and proxy holders who have not already submitted votes, their votes, or who wish to change a previously submitted vote may do so now. Please raise your hand if you need a ballot. Please remember that if you have already voted, it is not necessary to vote again. After voting, please return ballots to the administrator in the aisle. I see no hands. On the ballot today on the ballot for today's meeting are five company proposals.

A vote to elect the director nominees, a vote to approve the extension of the TI Employees 2014 Stock Purchase Plan, an advisory vote on the frequency of future advisory votes on named executive officer compensation, an advisory vote on named executive officer compensation, and a vote to ratify appointment of Ernst & Young as the company's independent registered public accounting firm for 2023. The full text of these items are in the proxy statement. The board of directors asks for a vote in favor of each of them. Also on the ballot for today's meetings are two stockholder proposals. The first stockholder proposal on the ballot for today's meeting was submitted by Mr. John Chevedden, which will be presented by his representative, Mr. Frank Rauscher, will have three minutes for remarks regarding the proposal.

Please step up to the microphone to begin your remarks.

Frank Rauscher
Stockholder Representative, Private Investor

Mr. Chairman, thank you for the opportunity to speak. Please don't shoot the messenger. Sometimes I'll do these things for Mr. Chevedden as a, as a favor to a third party that I've intended to. Either way, I did not realize that what was in the proposal as far as the language and so forth. I called him up, and I told him, I told Chevedden that I'm gonna make the remarks I am. Mr. Kirk, I apologize to you. I would never be reading those kinds of comments. You are a great man, mayor of [Trevor]. You're a patriot. You are a gem, and I don't think he knew that. I just apologize to you that you were brought up. The reality is he's upset because you guys outsmart him.

It's a simple thing with regard to the shareholder rights and so forth. John is involved. He's involved in trying to do some things to try to tweak companies a little bit. He also likes the attention that this brings. I've told him this. Anyway, that's all I'm gonna say with regard to it. The votes are in. It's ice cast. I'm not trying to persuade anybody to change anything. Maybe after the meeting is over, if you all wanna have some conversations with him about what all is gonna happen, if there's gonna be a next step or not, you all can make that. That's my comments to him. Again, I apologize to you, sir. The second one I'm... Can I now speak on the second proposal, sir?

Rich Templeton
Chairman of the Board of Directors, Texas Instruments

Yes, please.

Frank Rauscher
Stockholder Representative, Private Investor

Okay. On the second one, I'm also here representing the Friends Fiduciary Corporation. I'll read what they asked me to read for you. Good morning, fellow shareholders and members of the board. My name is Frank Rauscher, the company's Aquinas Associates. As a representative of lead filer Friends Fiduciary Corporation, a Quaker faith-based, socially responsible investment firm and long-term shareholder of Texas Instruments, I hereby move item number seven, the shareholder proposal asking Texas Instruments' board of directors to commission an independent third-party report on our company's due diligence process to determine whether customers' use of its products and services contribute or relate to violations of international law. Russia's ongoing invasion of Ukraine has been characterized by war crimes carried out by the Russian military, including the targeting of civilians and civilian infrastructure.

The United States government has deployed an unprecedented number of sanctions against the Russian state and its affiliated companies, in the process of tightening export controls related to microelectronics. Texas Instruments products, including recently manufactured dual-use semiconductors, have been some of the most widely discovered components in 27 Russian offensive weapon systems, including cruise and ballistic missiles, tanks, precision munitions, and electronic warfare. Investors are becoming increasingly alarmed by the human rights and financially material risks associated with operations and relationship in Russia, especially those linked to war crimes perpetrated by Russia's military. Our company states it is complying with current sanctions, this is the minimum required in the face of Russian aggression. If nonprofit organizations are able to trace the use of our company's products from point of manufacture to point of protected use, we expect Texas Instruments would be able to do more.

Our company has stated that the complexity and volume of their supply chains make traceability of products unachievable. Yet peer semiconductor and other tech companies have agreed to take necessary steps to address the risks raised in this proposal. Finally, data indicates that our company's products are still being diverted to Russian, Chinese, Turkish, and other intermediaries to be sold to the Russian military, creating an additional sense of urgency for the company to take action. As investors, we are asking our company to commission a third-party report to better assess the escalating legal, regulatory, and reputational risks through heightened human rights and know your customer due diligence processes in Russia and Ukraine and across the conflict affected and high-risk areas to assess their products are misused. The proposal will assist our company in doing just that.

You all have read the company's response with regard to it. The comment I would make to you is that I know that you think that you're doing all that you can, but I'm gonna just tell you there's some areas that you that I'm aware of that you're not doing all that you can, and that has to do with the topic of supply chain management and forced labor and trafficking and so forth, and analyzing the suppliers and the supply chain in very close detail. You're a member of the Responsible Business Alliance. It used to be called the Electronic Industry Citizenship Coalition. In it, you have committed that you will work on the supply chains to make sure that they're not involved in forced labor and so forth.

The fact that you really aren't involved in that. It's an opportunity for you. You're a great company. You guys could be doing so much work with so little money and time just by enforcing the things that are in your supply chain and getting closer to your supply chain and their subvendors. I realize you've got languages in your vendor agreements and so forth that say that you're doing that. You're not doing that. I might point to you as the board. I think that you're gonna find that you are gonna be approached by organizations that would like you to at least look at your supply chains, get a closer handle on it, because I assure you don't have it.

Even in some conversations I've had with TI employees, they know that you're only doing what you're really doing at the minimum. Again, thank you very much. I appreciate the opportunity to have come before you.

Rich Templeton
Chairman of the Board of Directors, Texas Instruments

Thank you, Mr. Rauscher. For the reasons detailed in the proxy statement, the board of directors recommends a vote against this proposal. I will now open the floor to questions about the ballot items. As a courtesy to all present or listening via webcast, please limit your questions to a total of three minutes and one topic per question. Please raise your hand if you'd like to ask a question. I see no hands. We have no additional questions related to the business of the meeting, and 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 for our 401(k) participants and the votes submitted prior to the start of this meeting, either by mail, phone, or internet, have already been counted.

We have the preliminary votes, results of the voting, and according to our independent inspector, all company proposals have passed and the stockholder proposals did not pass. We will report the final voting results in an 8-K filing with the SEC within the ordinary course. With that, the annual meeting is adjourned. Thank you for coming today.

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