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Aurora AGM Information 2021

Jul 27, 2021

52038_rns_2021-07-27_2bb78be4-8aaa-4a45-b5ef-90a97e385715.pdf

AGM Information

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Aurora Corporation

Reference Materials for All Proposals of 2021 Annual Shareholders' Meeting

Time: June 17, 2021 (Thursday) 9:00 a.m.

Venue: 3F., No. 2, Sec. 5, Xinyi Rd., Xinyi Dist., Taipei City (Multi-functional Conference Room, Aurora International Building)

Proposed Resolutions

Proposal 1

Proposal: Ratification of the 2020 Business Report and Financial Statements

Proposed by the board of directors

Explanatory Notes:

  • (I) Aurora's 2020 Business Report and financial statements have been audited and certified by independent Certified Public Accountants Chi Rui-Chuan and Hsieh Chien-Hsin of Deloitte & Touche Taiwan, and have been submitted to the Audit Committee for review. The review is now completed, and an Audit Committee's Review Report is issued.

  • (II) The Business Report and all financial statements (please refer to the Meeting Handbook) are provided in the following pages for ratification.

Proposal 2

Proposal: Ratification of the 2020 Profit Distribution Plan

Proposed by the board of directors

Explanatory Notes:

  • (I) Aurora's profit or loss after tax for 2020 has been compiled in accordance with Article 228 of the Company Act. The distributable unappropriated retained earnings (including amount of undistributed unappropriated retained earnings of previous years) amounts to NT$1,355,626,970. An earnings distribution table has been prepared for the distribution of the earnings (please refer to the Meeting Handbook). The proposed dividend distributed for shareholders is NT$1,346,354,353 and the accumulated unappropriated retained earnings at the end of period is NT$9,272,617.

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  • (II) Aurora proposes to distribute cash dividends of NT$1,346,354,353 to shareholders, and NT$5.7 of dividend per share is planned to be distributed for 2020. The proposal is subject to the approval of this annual shareholders' meeting, and the board of directors is authorized to decide the record date of dividend distribution once the plan is approved.

  • (III) The cash dividend is rounded off to the nearest New Taiwan Dollar, with the decimal places removed, based on the distribution ratio. The total rounded off amounts are accounted as other income in Aurora's financial statements.

  • (IV) Proposed for ratification.

Proposal 3

Proposal: Deliberation of the Distribution of Cash Dividends from Capital Reserve

Proposed by the board of directors

Explanatory Notes:

  • (I) Aurora plans to distribute a capital reserve of NT$70,860,755 arising from the excess of the issuance of shares over the par value to the shareholders, with cash distribution of NT$0.3 per share. The cash dividend is calculated based on the number of shares held by the shareholders, rounded off to the nearest New Taiwan Dollar, with the decimal places removed. The total rounded off amounts are accounted as other income in Aurora's financial statements.

  • (II) After the proposal is adopted by this annual shareholders' meeting, the board of directors is authorized to stipulate the dividend record date and arrange distribution procedures.

  • (III) Please deliberate.

Proposal 4

Proposal: Deliberation of the Amendment to the "Rules of Procedure for Shareholders' Meetings"

Proposed by the board of directors

Explanatory Notes:

  • (I) In accordance with Paragraph 5 of Article 172-1 of the Company Act and the direction of Ministry of Economic Affairs' Official Letter No. 10700105410, part of Aurora's "Rules of Procedure for Shareholders' Meetings" is planned to be amended.

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  • (II) The table of comparison between current provisions and proposed amendment (please refer to the Meeting Handbook).

  • (III) Please deliberate.

Proposal 5

Proposal: Deliberation of the Amendment to the "Rules for Director Elections"

Proposed by the board of directors

Explanatory Notes:

  • (I) The Rules are planned to be amended in accordance with the Taiwan Stock Exchange Corporation's Official Announcement No. 1090009468 dated June 3, 2020.

  • (II) The table of comparison between current provisions and proposed amendment (please refer to the Meeting Handbook).

  • (III) Please deliberate.

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