Aurora — AGM Information 2022

Jun 22, 2022

Aurora Corporation

Reference Materials for All Proposals of 2022 Annual Shareholders' Meeting

Time: June 9, 2022 (Thursday) 9:00 a.m.

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

【 Proposals and Discussions 】

〔 Proposal 1 〕

Proposal: Proposal for the Ratification of the 2021 Business Report and Financial Statements.

〔 Proposed by the board of directors 〕

Explanatory Notes:

• (I) Aurora's 2021 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 2021 Profit Distribution Plan

〔 Proposed by the board of directors 〕

Explanatory Notes:

• (I) Aurora's profit or loss after tax for 2021 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$1,242,857,902. 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$1,228,253,094 and the accumulated unappropriated retained earnings at the end of

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period is NT$14,604,808.

• (II) Aurora proposes to distribute cash dividends of NT$1,228,253,094 to shareholders, and NT$5.2 of dividend per share is planned to be distributed for 2021. 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, and is calculated based on the number of shares held by the shareholders. 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$188,962,014 arising from the excess of the issuance of shares over the par value to the shareholders, with cash distribution of NT$0.8 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 Articles of Incorporation

• 〔 Proposed by the board of directors 〕

Explanatory Notes:

• (I) In line with the competent authority's policy of promoting shareholders' meetings held by means of visual communication, it is stipulated that Aurora's shareholders' meeting may be held by

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means of visual communication network or other methods promulgated by the central competent authority. Thus, it is proposed to amend some provisions of the Articles of Incorporation.

• (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 of Procedure for Shareholders' Meetings”

〔 Proposed by the board of directors 〕

Explanatory Notes:

• (I) In line with the competent authority's policy of promoting shareholders' meetings held by means of visual communication, it is proposed to amend some provisions of Aurora's "Rules of Procedure for Shareholders' Meetings"

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

• (III) Please deliberate.

〔 Proposal 6 〕

Proposal: Deliberation of the Amendment to the "Procedures for Acquisition and Disposal of Assets"

〔 Proposed by the board of directors 〕

Explanatory Notes:

• (I) In accordance with the regulation from the official letter of Financial Supervisory Commission Jin-Guan-Zheng-Fa No. 1110380465 issued on January 28, 2022, it is proposed that some provisions of Aurora's "Procedures for Acquisition and Disposal of Assets" be amended.

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

• (III) Please deliberate.

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【Election Matters】

Proposal: The Election of Directors of Aurora.

[Proposed by the board of directors]

Explanatory Notes:

• (I) The term of office of the directors of Aurora will expire on June 11, 2022, and all seats of the directors are going into election in line with the date of this shareholders' meeting.

• (II) In accordance with Article 18 of Aurora's Articles of Incorporation, 7 directors (including 3 independent directors) are to be elected in the election, and the shareholders will elect them from among the list of director candidates for a term of 3 years, that is, from June 9, 2022 to June 8, 2025.

• (III) Aurora's director election adopts the candidate nomination system, and their qualifications have been reviewed and approved at the 16th meeting of the 11th board of directors held on April 28, 2022, and are announced in accordance with the regulations.

The list of candidates for directors (including independent directors) and relevant information are as follows:

Type of Candidate	Name of Candidate	Education	Work Experience	Current Position	Number of Shares Held (Unit: Share)
Director	Chen Yung-Tai	Bachelor of Economics, National Chung HsingUniversity	Director, Aurora Corporation	Chairman, Aurora Holdings Incorporated	21,269,000
Director	Yuan Hui-Hua	EMBA, National Taiwan University; EMBA, Fudan University	Director, Aurora Holdings Incorporated	Chairman, Aurora Corporation	1,184,000
Director	Aurora Holdings IncorporatedRepresentative: Rai Hau-Min	Bachelor of Laws, National Taiwan University LLM, University of Tokyo	Chairperson, Central Election Commission Chief Justice and President, Judicial Yuan	Director, Aurora Corporation	101,856,312
Director	Ma Chih-Hsien	Bachelor of Finance, National Taiwan University EMBA, Fudan University	Director, Aurora Corporation	Chairman, KM Developing	3,000
Independent Director	Liao Kuo-Jung	Master of Management, University of Tennessee	Chairman, Gintech Energy Corporation	Director, TSEC Corporation	0
Independent Director	Hwa Yueh-Jiuan	Master of Psychology, National Taiwan University	Manager, E-TEN Information Systems Co., Ltd.	General Manager, Waters Consulting Inc.	0
Independent Director	Hsu Wen-Chung	Associate degree, Ming Hsin Engineering College	Chairman and General Manager, Huxen Corporation	Director, Aurora Corporation	0

• (IV) This election is conducted in accordance with Aurora's "Rules for Director Elections.” Please refer to Appendix IV for more details(please refer to the Meeting Handbook).

• (V) Please proceed with the election.

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【Approval Matters】

Proposal: Approval to lift the non-compete restrictions on newly elected directors.

[Proposed by the board of directors]

Explanatory Notes:

• (I) According to Article 209 of the Company Act, directors' engagement in competing behaviors against Aurora shall be approved by the shareholders' meeting. The directors of Aurora do serve as directors of other companies with the same or similar business scope of that of Aurora, but it is beneficial to the development of Aurora for them to participate in the operation. In order to meet the requirements of operational strategies, Aurora requests the shareholders' meeting to approve Aurora's newly elected directors and their representatives' in engaging in competing behaviors against Aurora.

• (II) The scope and content of competing behaviors will be explained on the spot before the shareholders' meeting discusses the case.

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