Notice for the 2023 Annual Shareholders' Meeting
1. The company is scheduled to hold the 2023 Annual General Meeting (AGM) on Monday, June 12th, 2023, at 9:00 a.m. The meeting will be conducted in the conference room of Aspire Resort, located at No. 428, Kewang Rd., Longtan District, Taoyuan City. Shareholders' registration will commence at 8:30 a.m. at the same location. The agenda for the meeting is as follows:
(1) Report:
1. Business operations for 2022.
2. Audit Committee's review of the 2022 financial statements.
3. The distribution of employee and director remuneration for 2022.
(2) Acknowledgement:
1. The 2022 annual business report and financial statements.
2. The distribution of profits for 2022.
(3) Election: Comprehensive election of the 8th term of directors for the Company.
(4) Discussion:
1. Proposal to amend the Articles of Association of the Company.
2. Proposal to remove non-competition restrictions for newly appointed directors.
(5) Extempore Motions:
2. Main Content of Dividend Distribution: Cash Dividend: NT$3 per share.
3. The Company will comprehensively elect nine directors (including four independent directors). Only independent directors adopt the candidate nomination system. The candidates for independent directors are Huang Wen-gu, Zhuang Zheng-min, Wang Wei-yi, and Zhang Zhi-yang. For their academic and professional backgrounds, please search in the “announcement inquiry” section on the website of the Market Observation Post System (https://mops.twse.com.tw).
4. Explanation for the proposal to remove non-competition restrictions for the Company’s directors: In accordance with Article 209 of the Company Act, a proposal is made to the shareholders to remove non-competition restrictions for the Company’s newly appointed directors and the legal entities they represent. Details regarding the concurrent positions of the newly appointed directors will be provided at the time of the shareholders' meeting resolution.
5. An attendance sign-in card and a proxy card are attached. If attending in person, please sign or affix your seal on the attendance sign-in card and bring it to the meeting venue for registration by no later than the day of the meeting. If attending by a proxy, please sign or affix your seal on the proxy card, fill in the proxy's name, ID number, and address, and send it to Mega Bank Securities’ Shareholder Services Department (1F, No. 95, Sec. 2, Zhongxiao East Road, Zhongzheng District, Taipei City) at least five days before the AGM for registration purposes.
6. If a proxy is solicited by the shareholder(s), the Company shall compile a summary statement of the solicitor solicitation information and disclose such information on the Securities & Futures Institute website 30 days before the AGM or 15 days before the extraordinary general meeting. Investors can obtain the information from the free proxy disclosure & related information system at https://free.sfi.org.tw.
7. Pursuant to Article 172 of the Company Act, Article 26-1, 43-6 of the Securities and Exchange Act, and relevant laws and regulations, the content of shareholder meeting proposals shall be available on the Market Observation Post System (https://mops.twse.com.tw) by selecting “Electronic Books/Shareholders’ meetings” or “Profiles/Company Profile/Web Address” and linking to the Corporation’s website.
8. The proxies of the Company shall be tallied and verified by Mega Bank Securities’ Shareholder Services Department, as per Article 13-1 of the Rules Regarding Using Proxy for Attending Shareholder Meetings of Publicly Traded Companies.
9. For this AGM, shareholders may exercise their right to vote by electronic means from May 13th, 2023, to June 9th, 2023. Please log in to the Taiwan Depository & Clearing Corporation's Shareholder e-Service website (https://www.stockvote.com.tw) for voting instructions.
10. Souvenirs: A 7-ELEVEN merchandise card valued at NT$50 will be provided. For collection instructions, please refer to the fifth section of this notification.
Yours sincerely,
Board of Directors
AEMC