NTC — Investor Presentation 2020

Feb 7, 2020

Nuvoton Technology Corporation

2H’19 Investor Conference February 7, 2020

Safe Harbor Notice

• We have made forward-looking statements in this presentation. Our forward-looking statements contain information regarding, among other things, our financial condition, future expansion plans and business strategies. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that these expectations and projects are reasonable, such forward-looking statements are inherently subject to risks, uncertainties and assumptions about us.

• We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future event or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this conference might not occur and our actual results could differ materially from those anticipated in these forward-looking statements.

• The information contained herein shall also not constitute an offer to sell or a solicitation of an offer to buy the company’s securities nor shall there be any sale of such securities in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.

Agenda

• Nuvoton Financial Results

• Nuvoton 2H’19 Business Results &

2020 Business Outlook

• Panasonic Acquisition Update

• Q&A

Nuvoton Financial Results

• Nuvoton Consolidated Statement of Comprehensive Income

• Nuvoton Consolidated Balance Sheet

• Nuvoton Consolidated Statement of Cash Flows

• Nuvoton Revenue and GM Trend - Consolidated

Nuvoton Consolidated Statement of Comprehensive Income

Selected Items from Statement of Comprehensive Income.

	4Q’19	4Q’19	3Q’19	3Q’19	2H’19	2H’19	2H’18	2H’18		YoY
Unit: NT$ M	Amount	%	Amount	%	Amount	%	Amount	%		Amount	%
Net Revenue	2,789	100	2,944	100	5,733	100	5,113	100		620	12
Gross Profit	1,116	40	1,178	40	2,294	40	2,016	39		278	14
Operating Income	181	6	219	7	400	7	420	8		(20)	(5)
Net Non-Operating Income	7	0	2	0	9	0	4	0		5	125
Income before Income Tax	188	7	221	8	409	7	424	8		(15)	(4)
Net Income	168	6	176	6	344	6	349	7		(5)	(1)
EPS (NTD)	0.65		0.85		1.5		1.68			(0.18)

Note: Weighted average outstanding shares were 234.2M units in 2H’19.

Nuvoton Consolidated Statement of Comprehensive Income

Selected Items from Statement of Comprehensive Income.

	Y2019		Y2018			YoY
Unit: NT$ M	Amount	%	Amount	%		Amount	%
Net Revenue	10,367	100	10,040	100		327	3
Gross Profit	4,128	39	3,913	39		215	5
Operating Income	584	5	755	7		(171)	(23)
Net Non-Operating Income	83	1	84	1		(1)	(1)
Income before Income Tax	668	6	839	8		(171)	(20)
Net Income	558	5	711	7		(153)	(22)
EPS (NTD)	2.53		3.42			(0.89)

Note: Weighted average outstanding shares were 220.9M units in Y2019.

Nuvoton Consolidated Balance Sheet

Selected Items from Balance Sheet.

Cash & Cash Equivalents 4,859 44 1,544 25	3,315 215
Accounts Receivable 1,078 10 997 16	81 8
Other Receivable 497 4 181 3	316 175
Inventories 1,605 14 1,561 26	44 3
Long-Term Investments 1,117 10 539 9	578 107
Property, Plant and Equipment(including R.O.U) 1,405 13 748 12	657 88
Others 595 5 548 9 Total Assets 11,156 100 6,117 100	47 9 5,039 82
Current Liabilities 2,342 21 1,915 31	427 22
Non-Current Liabilities 1,422 13 468 8	954 204
Total Liabilities 3,764 34 2,383 39	1,381 58
Total Equity 7,392 66 3,734 61	3,658 98
Current Ratio 3.5 2.33
Dbt/Eit Rti 051 064
equy ao . .

Nuvoton Consolidated Statement of Cash Flows

	2H’19	2H’18		YoY
Unit: NT$ M	Amount	Amount		Amount
Cash Flows from Operating Activities	503	545		(42)
Cash Flows from Investing Activities	(788)	(107)		(681)
Cash Flows from Financing Activities	3,520	(519)		4,039
Cash & Cash Equivalents	4,859	1,544		3,315

Nuvoton Revenue and GM Trend - Consolidated

Revenue/Gross Profit (NT$ M)

Gross Margin Rate

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3,000 2,944 50.0%
2,789
44.1% 2,684 2,642
2,584
41.2% [42.2%] 2,471
41.3% 41.1% 40.6% [41.5%][ 42.4%]
39.6% [40.2%] 39.9% 40.3% 40.0% [40.0%]
2,500 2,406 2,410
38.0% 38.3% [38.7% 39.4% 39.5%][ 38.6%]
2,296 40.0%
2,223 2,150 2,105 2,123 2,243
2,050
2,000 1,924 [1,987 ]
1,852
1,770
30.0%
1,632
1,500
1,178 1,116 20.0%
1,042
992 [1,017 ] 1,038 1,041 975
1,000 943 917
851 846 859
794 816 769 806 792
720 719
10.0%
500
0 0.0%
1Q'15 2Q'15 3Q'15 4Q'15 1Q'16 2Q'16 3Q'16 4Q'16 1Q'17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19
Revenue Gross Profit GM%
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Nuvoton 2H’19 Business Results & 2020 Business Outlook

• 2H’19 Revenue by Product

• 2H’19 Revenue by Application

• Nuvoton 2H’19 Business Results

• Nuvoton 2020 Business Outlook

2H’19 Revenue by Product

HoH %
MCU	0%
Non-MCU	0%

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YoY %
MCU -1%
Non-MCU 1%
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Note: Foundry revenue was not included in the numbers .

2H’19 Revenue by Application

HoH %
Computer	-2%
Consumer	-5%
Communication & Others	1%
Car,Industry& Auto	6%

YoY %
Computer	0%
Consumer	-5%
Communication & Others	0%
Car,Industry& Auto	5%

Note: Foundry revenue was not included in the numbers .

Nuvoton 2H’19 Business Results (1)

2H’19 YoY : Revenue +12%, Gross Margin + 0.58%

• Key reasons for Revenue YoY Increase

• Growth of NuMicro MCU applying on Selected and Multi-Market Applications

• Shipments of EC for Chromebook and BMC (Baseboard Management Controller) for Server

• Key reason for Gross Margin YoY Increase

• Product Mix

Note: All trademarks and copyrights mentioned herein are the property of their respective owners.

Nuvoton 2H’19 Business Results (2)

• 2H’19 Main Achievements

• Released NuMicro Arm® Cortex®-M4 based M480 new MCU series for high processing power industrial control applications

• Released NuMicro Arm® Cortex®-M0 based M031/M032 new MCU series for industrial control applications

• NuMaker IoT Platform provided integrated solutions including sensors and connectivity modules for gateway and IoT nodes, supporting Arm Mbed, Amazon FreeRTOS, AliOS and connecting to Arm Pelion, AWS and Ali clouds

• Released Nuvoton first Smart amplifier product with Voice coil stabilization feature

Note: All trademarks and copyrights mentioned herein are the property of their respective owners.

Nuvoton 2H’19 Business Results (3)

• 2H’19 Main Achievements

• Shipments of BMC products, support Intel Purley and AMD Rome server platforms, integrating highest performance duo-core Arm® Cortex® A9 processor

• All TPM projects have been certified by CC (Common Criteria) EAL4+ and by FIPS140-2 Level 2. The new TPM products have been design-win by worldwide major OEM brands for NB, DT and server products

• Contributed from AC/DC (Charger & LED Lighting) of Power management (Foundry Service)

Nuvoton 2020 Business Outlook

• New Products and Developments

• NuMicro Arm® Cortex®-M23 based M252 new ultra low-power MCU series for smart home appliances

• Development of high processing power MCU and MPU for the industrial control and IoT gateway and edge devices

• High performance of NAU8315 (Mono Class D amplifier) in WLCP package

• OpenBMC firmware supports for BMC products

• New Foundry Service Processes

• Development of new generation BCD process

• Development of new customers of Half bridge HVIC process

Note: All trademarks and copyrights mentioned herein are the property of their respective owners.

Panasonic Acquisition Update

• Acquisition Summary

• Financial Related to the Acquisition

Acquisition Summary

• Announced acquisition on November 28, 2019

• All cash of US$250M

• Expected close date June 1, 2020

• Benefits to Nuvoton

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• Broaden Technology & Product Portfolio

• Expand Talent Pool

• Expand Markets

Financials Related to the Acquisition

The following pro forma information have been prepared for illustrative purposes only and, because of its hypothetical nature, it may not provide a true picture of the corresponding financial position or result of operations of the Company and/or Target Business on a combined basis as of September 30, 2019 or at any future date. The following pro forma information is subject to all assumptions and qualifications relating thereto and should not be viewed as a comprehensive statement of the financial condition and the results of operations for the Company and/or the Target Business. The following information was prepared for reference purposes only.

Target Business Combined Preliminary Pro Forma of Preliminary Financial Data[1] the Company and the Target Business[2]

(As of and for 6 months ended September 30, 2019) (As of and for 6 months ended September 30, 2019) Net Sales JPY43,670 million US$579.9 million Operating JPY(8,570) million US$(67.0) million Profit / (Loss) Total Assets JPY79,420 million US$740.6 million Total Liabilities JPY27,380 million US$367.5 million

• 1 The total assets comprising the Target Business Preliminary Financial Data set forth above includes cash, and the total liabilities comprising the Target Business Preliminary Financial Data set forth above includes lease obligations, while the assets and liabilities of the Target Business to be acquired by Nuvoton will not include parts of such items as the consideration of the Acquisition was set on a cash-free, debt-free basis.

• 2 The Combined Pro Forma Data have been obtained in accordance with the following pro forma adjustments: (A) first, the Target Business Preliminary Financial Data have been translated into NT$ amounts at the exchange rate of JPY1 to NT$0.2849; (B) second, with respect to each item to be presented, the corresponding amounts of the Company data and the Target Business Preliminary Financial Data are aggregated to a single amount; (C) third, each such amount has been translated into US$ amount at the exchange rate of NT$30.99 to US$1.00; and (D) fourth, the total assets constituting the Combined Pro Forma Data were reduced by the result of (i) the total assets constituting the Target Business Preliminary Financial Data (translated into a US$ amount via the first and third steps above), subtracted by (ii) the total liabilities constituting the Target Business Preliminary Financial Data (translated into a US$ amount via the first and third steps above), subtracted by (iii) US$250.0 million. This fourth step of the adjustment reflects the consideration of US$250.0 million to be paid at the closing of the Acquisition for the Target Business, subject to purchase price adjustments on account of net debt and net working capital.”

Questions & Answers

Company website Nuvoton: www.nuvoton.com