AMD 2008 Annual Report Download - page 14

Phase III, in addition to the conditions for Phase I, ATIC’s obligation to provide funding is subject to the
approval of The Foundry Company’s annual business plan for the applicable fiscal year. We will have the right
but not the obligation to provide funding to The Foundry Company.
The rights and obligations of AMD and ATIC as shareholders of The Foundry Company, will be set forth in
a Shareholders’ Agreement which the parties intend to enter into upon closing of the transactions contemplated
by the Master Transaction Agreement. The Foundry Company Board of Directors will consist of eight directors.
Because we and ATIC will each own 50 percent of the shares entitled to vote in the election of directors, each of
us will be entitled to designate for nomination four directors. The 50/50 ownership of the voting shares and rights
of each of us to designate four directors will not change until the occurrence of the Reconciliation Event.
After a Reconciliation Event, the number of directors a shareholder may designate will be adjusted
according to each shareholder’s ownership of The Foundry Company. Pursuant to the Shareholders’ Agreement,
The Foundry Company will be restricted from taking certain actions, such as materially amending The Foundry
Company’s initial five-year plan or entering into material agreements over certain dollar thresholds, unless all of
the members of The Foundry Company board approve such actions. Each shareholder will own one Class A
Ordinary Share, which will be the only voting securities of The Foundry Company prior to the Reconciliation
Event. The Foundry Company Class A Ordinary Shares are non-transferable. With respect to the other securities
of The Foundry Company, neither shareholder will be able to sell any of The Foundry Company securities,
without the consent of the other shareholder under certain circumstances prior to the Reconciliation Event. Each
shareholder also will agree not to sell, transfer or encumber any of The Foundry Company securities prior to the
Restricted Period (as defined in the Shareholders’ Agreement). There are certain exceptions to the above transfer
restrictions, such as transfers with the prior written consent of the other shareholder or transfers to permitted
transferees.
Additional Information
We were incorporated under the laws of Delaware on May 1, 1969 and became a publicly held company in
1972. Since 1979 our common stock has been listed on the New York Stock Exchange under the symbol
“AMD.” Our mailing address and executive offices are located at One AMD Place, Sunnyvale, California 94088,
and our telephone number is [phone]. References in this report to “AMD,” “we,” “us,” “management,”
“our,” or the “Company” means Advanced Micro Devices, Inc. and our consolidated majority-owned
subsidiaries. References in this report to “AMD,” “we,” “us,” “management,” “our,” or the “Company” upon
consummation of the transactions contemplated by the Master Transaction Agreement do not include The
Foundry Company or its subsidiaries unless specifically stated otherwise.
AMD, the AMD Arrow logo, Athlon, Opteron, Sempron, Turion, Phenom, LIVE!, Geode, PowerNow!,
Cool ‘n’ Quiet CoolCore, and combinations thereof; ATI and the ATI logo and Avivo, TV Wonder, Fire,
Mobility, Theater, Imageon, Radeon, and combinations thereof, are trademarks of Advanced Micro Devices, Inc.
Microsoft, Windows and Windows Vista are either registered trademarks or trademarks of Microsoft Corporation
in the United States and/or other jurisdictions. HyperTransport is a licensed trademark of the HyperTransport
Technology Consortium. NetWare is a registered trademark of Novell, Inc. in the United States and/or other
jurisdictions. Other names are for informational purposes only and are used to identify companies and products
and may be trademarks of their respective owners.
Website Access to Company Reports and Corporate Governance Documents
We post on the Investor Relations pages of our Web site, www.amd.com, a link to our filings with the SEC,
our Principles of Corporate Governance, our Code of Ethics for our Chief Executive Officer, Chief Financial
Officer, Corporate Controller and other senior finance executives, our “Worldwide Standards of Business
Conduct,” which applies to our directors and all our employees, and the charters of our Audit, Compensation,
Finance and Nominating and Corporate Governance committees of our Board of Directors. Our filings with the
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