WorldReginfo - 846726c2-18a6-4328-b81b-d47e333f510b I. Spokesperson and d Deputy Spokesperson Spokesperson Name: Peter Shen Title: Chief Financial Officer Tel: (03) 327-2988 E-mail: [email protected] Deputy Spokesperson Name: Philip Jao Title: Director of Treasury & Financial Management Div. Tel: (03) 327-2988 E-mail: [email protected] II. Headquarters, Branches and Plant Company: 667, Fuhsing 3rd Rd., Hwa-Ya Technology Park, Guishan Dist., Taoyuan City 333, Taiwan(R.O.C.) Tel.: (03) 327-2988 Factory: 667, Fuhsing 3rd Rd., Hwa-Ya Technology Park, Guishan Dist., Taoyuan City 333, Taiwan(R.O.C.) Tel.: (03) 327-2988 III. Stock Transfer Agent Name: Stock Affairs Dept., Inotera Memories, Inc. Address: 1F, 201, Tunhwa North Road, Taipei Website: N/A Tel: (02)2718-9898 IV. Auditors Name of accounting firm: KPMG Certified Public Accountants Name of CPAs: Eric Wu and Delphi Chen Address: 68F, Taipei 101 Tower, No. 7, Section 5, Xinyi Road, Taipei, 11049, Taiwan Website: http://www.kpmg.com.tw Tel: (02)8101-6666 V. Overseas Securities Exchange Name of offshore securities: Global Depositary Shares Trading market: Luxembourg Stock Exchange Inquiry web-site: http://ir.inotera.com ; http://www.bourse.lu VI. Company website: http://www.inotera.com WorldReginfo - 846726c2-18a6-4328-b81b-d47e333f510b Notice to readers This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail. Table of Contents PagePage PART I. Business Report of Inotera……………………………………………. 1 PART II. Company Profile………………………………………………………… 3 1. Date of Incorporation…………………………………………………….. 3 2. Philosophy………………………………………………………………… 3 3. Milestones………………………………………………………………… 3 PART III. Corporate Governance………………………………………………... 6 1. Organization………………………………………………………………. 6 2. Directors and Management Team ……………………………………... 8 3. Implementation of Corporate Governance …………………………….. 18 4. Information Regarding Inotera’s Audit Fees ………………………….. 43 5. Replacement of Independent Auditors in the Last Two Years and Thereafter ………………………………………………………………... 44 6. The Company’s Chairman, President or managers in charge of finance or accounting has been under current audit firm or its affiliates’ employment in 2015…………………………………………. 44 7. Changes in Shareholding ……………………………………………… 45 8. Top 10 Shareholders Who are Related Parties to Each Other …………………………………………………………………….. 47 9. The total number of shares and total equity stake held in any single enterprise by the Company, the Company’s directors and supervisors, managers, and any companies controlled either directly or indirectly by the Company………………………………………………………… 47 PART IV. Capital and Shares ………………………………………………. 48 1. Capitalization …………………………………………………………… 48 2. Composition of Shareholders ………………………………………… 50 3. Distribution of Shareholding…………………………………………… 50 4. Major Shareholders…………………………………………………….. 51 5. Market Price, Net Worth, Earnings, and Dividends per Common Share…………………………………………………………………….. 51 6. Dividend Policy and Implementation Status…………………………. 52 WorldReginfo - 846726c2-18a6-4328-b81b-d47e333f510b 7. Impact to Inotera’s Business Performance and EPS Resulting from the Proposed Stock Dividends Distribution …………………………. 52 8. Employee Profit Sharing and Remuneration to Directors and Supervisors …………………………………………………………….. 52 9. Repurchase of Common Stock……………………………………….. 53 10. Satus of Corporate Bonds……………………………………………. 53 11. Satus of Preffered Stock……………………………………………… 53 12. Issuance of Global Depositary Receipts……………………………. 54 13. Satus of Employee Stock Options Plan…………………………….. 55 14. Status of New Restricted Employee Shares……………………….. 58 15. Status of New Share Issuance in Connection with Mergers and Acquisitions……………………………………………………………. 58 16. Financing Plans and Implementation……………………………….. 58 PART V. Operational Highlights………………………………………………. 60 1. Business Activities……………………………………………………… 60 2. Market Status …………………………………………………………… 63 3. Employees………………………………………………………………. 66 4. Information on Environmental Protection Costs…………………….. 66 5. Labor Relations ………………………………………………………… 67 6. Material Contracts ……………………………………………………… 69 PART VI. Financial Information ……………………………………………….. 70 1. Five-Year Financial Summary ………………………………………… 70 2. Five-Year Financial Analysis ………………………………………….. 78 3. Audit Committee’s Review Report of Financial Report for 2015…… 84 4. Consolidated Financial Statements Report…………………………… 84 5. Stand-alone Financial Statements Report ……………………………. 84 6. The financial impact to the Company if the Company and its affiliated companies have incurred any financial or cash flow difficulties……. 84 PART VII. Financial Status, Operating Results and Risk Management… 86 1. Financial Status…………………………………………………………. 86 2. Operating Results ………………………………………………………. 88 3. Cash Flow……………………………………………………………….. 90 4. Major Capital Expenditures…………………………………………….. 92 5. Reinvestment Policy, Cause of Gain or Loss, Corrective Action, and Future Investment Plan ………………………………………………... 92 6. Risk Management ……………………………………………………… 92 7. Other Important Matters ……………………………………………….. 98 WorldReginfo - 846726c2-18a6-4328-b81b-d47e333f510b PART VIII. Other Special Notes………………………………………………... 99 1. Summary of Inotera’s Subsidiary …………………………………….. 99 2. Private Placement Securities…………………………………………. 100 3. Inotera’s Shares Acquired, Disposed of, and Held by its Subsidiary 100 4. Other Necessary Supplement………………………………………… 100 5. Any Events that Had Significant Impacts on Shareholders’ Right or Share Prices as Stated in Item 3 Paragraph 2 of Article 36 of Securities and Exchange Law of Taiwan ……………………………. 100 WorldReginfo - 846726c2-18a6-4328-b81b-d47e333f510b I. Business Report of Inotera 1. Business Report for 2015 In year 2015, Inotera reported consolidated sales revenues of NTD 60,762 million and net income of NTD 18,077 million, or earnings per share of NTD 2.76. Gross margin was 33%, operating margin was 31%, and net margin was 30%. The Company’s key achievements in manufacturing for the past year include: First, following the success of 20nm pilot runs, the Company has launched 20nm ramp in the second quarter of 2015 and converted about 80% of its total wafer-start capacity to 20nm technology by the end of 2015. Second, the Company has introduced seven high-performance 20nm DRAM products for enterprise, mobile and graphics applications as of the end of 2015. The Company is continuously working on a multiple product portfolio using the leading-edge technology. Third, the output ratio of DDR4 and low-power DDR4 DRAM has grown significantly, exceeding 50% to meet the increasing demand from our customer. Fourth, as diversification of end-product applications drives demand for non-PC DRAM products, overall non-PC DRAM shipments accounted for more than 70% of the Company’s total revenues. Additionally, the Company has started the pilot runs of silicon interposer in the third quarter of 2015 and delivered wafers to customers for qualification. 2. Technological Developments With a rapid 20nm ramp since 2015, the Company continues to see an increasing portion of 20nm output and expects its bit growth rate in the double-digit range for the first quarter of 2016. The Company expects to complete its full conversion to 20nm technology by the end of second quarter of 2016 and substantially lower manufacturing cost by enhancing yields as well as output. WorldReginfo - 846726c2-18a6-4328-b81b-d47e333f510b 1 Along with the continuous development of Micron 1xnm technology, the Company anticipates commencing pilot-run activities in 1xnm technology sometime in the future. 3. Corporate Developments In consideration of long-term development, and to consolidate resources and increase operational efficiency, in February 2016 Inotera entered into a definitive share swap agreement with Micron. The definitive share swap agreement shall further be submitted, in accordance to relevant law and regulations, to the Company’s special shareholders’ meeting and the Investment Commission in Taiwan for approval. The share swap transaction is expected to be completed in the middle of 2016. After the closing of the transaction, Inotera will become a wholly owned subsidiary of Micron and be delisted from the Taiwan Stock Exchange. The Company will continue to strengthen its core competence to build a strong future with Micron as part of one of the world’s largest semiconductor companies. 4. Outlook As DRAM industry has consolidated, DRAM supply is disciplined with slowing technology migrations while memory players consider capacity expansion based on investment returns. We believe the diversity of end products will bring new market opportunities and help to drive healthy long-term industry dynamics. Looking ahead, Taiwan will be the largest DRAM manufacturing base in Asia for Micron. With the advanced technology adoption and outstanding manufacturing capability, Inotera will endeavor to enhance its competitiveness through vertical integration and play a key role in Micron’s global deployment. WorldReginfo - 846726c2-18a6-4328-b81b-d47e333f510b 2 II. Company Profile 1. Date of Incorporation ：：：January 23, 2003 2. Philosophy Vision Where there is Memory, there is Inotera. Mission Support the win-win relationship in the Micron memory ecosystem, to deliver the advanced integrated memory manufacturing services, and to commit the success of customers, employees and shareholders Values Integrity ：Honesty/