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Investor Presentaiton

• . • • Interests of a related person arising only from: о the direct or indirect ownership in another party to the transaction and that ownership, when combined with the о о ownership of all the other individuals specified in 3(a)-(c) above, is less than 5 percent of the outstanding equity of such party; an interest as a limited partner in a partnership, and that ownership interest, when combined with all the other ownership interests of the other individuals specified in 3(a)-(c) above, is less than 5 percent of the total ownership interest of the limited partnership; their position as a director of another corporation or organization; 。 the ownership of TI stock and all holders of that class of stock receive the same benefit on a pro-rata basis; Transactions in the ordinary course of business where the only relationship of a TI director or executive officer, or their Immediate Family Member is as an employee (other than an executive officer) and/or less than a 10 percent beneficial owner of the other entity if (i) the TI director or executive officer is not involved in negotiating the terms of the transaction and (ii) amounts involved for the fiscal year do not exceed the greater of $200,000 or 2 percent of the entity's consolidated gross revenues for that year; Charitable contributions, grants or endowments by TI or the TI Foundation to an entity where the only relationship of the TI director or executive officer, or their Immediate Family Member is as a trustee or employee (other than as an executive officer) if the aggregate payments for the fiscal year do not exceed the greater of $200,000 or 2 percent of the recipient's consolidated gross revenues for that year. "Payments" exclude payments arising solely from investments in TI stock, payments under the TI Director Award Program and payments under non-discretionary charitable contribution matching programs; and Transactions involving the employment of an Immediate Family Member of a TI director or executive officer if such director or executive officer does not participate in the decisions regarding the hiring, performance evaluation or compensation of the Immediate Family Member and such hiring, performance evaluation or compensation is determined on a basis consistent with TI's human resources policies. During 2016, the son of R. Gregory Delagi (Senior Vice President) was employed in our facilities organization. Mr. Delagi was not involved in any decisions regarding his son's employment at TI, and the compensation of his son was consistent with that of similarly situated employees. Compensation committee interlocks and insider participation During 2016, Messrs. Carp and Sanchez and Mses. Patsley and Whitman served on the Compensation Committee. No committee member (i) was an officer or employee of TI, (ii) was formerly an officer of TI or (iii) had any relationship requiring disclosure under the SEC's rules governing disclosure of related person transactions (Item 404 of Regulation S-K). No executive officer of TI served as a director or member of the compensation committee of another entity, one of whose directors or executive officers served as a member of our board of directors or a member of the Compensation Committee. Cost of solicitation The solicitation is made on behalf of our board of directors. TI will pay the cost of soliciting these proxies. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for reasonable expenses they incur in sending these proxy materials to you if you are a beneficial holder of our shares. Without receiving additional compensation, officials and regular employees of TI may solicit proxies personally, by telephone, fax or e-mail, from some stockholders if proxies are not promptly received. We have also hired Georgeson Inc. to assist in the solicitation of proxies at a cost of $12,000 plus out-of-pocket expenses. Stockholder proposals and nominations for 2018 The table below shows the deadlines for stockholders to submit proposals or director nominations for next year's annual meeting. 48 When proposal must be received by Texas Instruments Proposals for Inclusion in 2018 Proxy Materials On or before November 6, 2017 TEXAS INSTRUMENTS Director Nominees for Inclusion in 2018 Proxy Materials (Proxy Access) No earlier than October 7, 2017, and no later than November 6, 2017 • 2017 PROXY STATEMENT Other Proposals/Nominees to be Presented at 2018 Annual Meeting (and Not for Inclusion in our Proxy Materials) No earlier than December 21, 2017, and no later than January 20, 2018 PROXY STATEMENT
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