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CATHAY FHC — Proxy Solicitation & Information Statement 2026
May 12, 2026
52213_rns_2026-05-12_6ba20d86-b130-4023-b920-d336dc85954e.pdf
Proxy Solicitation & Information Statement
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Cathay Financial Holding Co., Ltd.
Notice of 2026 Annual General Shareholders’ Meeting
This document is prepared in accordance with the Chinese version and is for reference only. In the event of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.
I. Shareholders’ meeting date: 2026/06/12(Friday)
Shareholders’ meeting time: 9:00 A.M.
Shareholders’ meeting location: Cathay Financial Conference Hall at 1F,No. 9 Songren Road, Taipei, Taiwan, R.O.C.
Method of convening the meeting: hybrid shareholders’ meeting
II. The key contents covered are in the agenda below:
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Matters to Report:
(1) Business Report for 2025
(2) Audit Committee Report
(3) 2025 report on compensation to Employees and Directors of the Company
(4) Report on the Company’s 2025 issuance of Unsecured Corporate Bonds -
Matters for Acknowledgement:
(1) Acknowledgement of Business Report and Financial Statements for 2025
(2) Acknowledgement of earnings distribution for 2025 -
Matters for Discussion:
(1) Discussion on the amendment to the Company’s Procedures for the Acquisition or Disposal of Assets
(2) Discussion on the Company’s proposal to raise long-term capital -
Provisional Motion(s)
III. Shareholders may search "國泰金控股東常會" on Youtube (https://www.youtube.com/) to watch the live streaming of the Company's 2026 annual general shareholders' meeting during the
meeting day.
IV. The proposal for distribution of 2025 earnings adopted at the meeting of the Board of Directors is as follows :
After distributing NT$ 3,701,376,074 in dividends for preferred shares, we plan to distribute NT$3.5 of dividends, all in cash, for common shares, and the total amount is NT$ 51,342,235,448.
If, after the proposed dividend has been approved, there is a change in the number of shares outstanding on the dividend record date as a result of any buyback, transfer, conversion, or cancellation by the Company in accordance with Article 28-2 of the Securities and Exchange Act, any issuance of global depository receipts, or other causes to issue new shares, the common shareholders' payout ratio for the cash dividends will be adjusted by the actual number of shares outstanding on the dividend record date.
Once the proposal is approved at the shareholders' meeting, the Board and/or the Chairman will be authorized to determine the ex-dividend date and adjust the common shareholders' payout ratio based on actual conditions.
V. In accordance with the Company Act, April 14, 2026 to June 12, 2026 is book closure period.
VI. If any matter under Article 172 of the Company Act shall be described the essential contents in the notice of the reasons for convening the shareholders' meeting, or if approval is sought from the shareholders' meeting pursuant to Article 209 of the Company Act to release the Company's directors from the prohibition against engaging in competitive business, the relevant information may be accessed via the Market Observation Post System (website: http://mops.twse.com.tw/mops/web/index), and download the Meeting Agenda for reference.
VII. Enclosed please find one copy of the shareholder attendance notice for the Annual General Meeting of Shareholders and a proxy form. If you can't participate in the Annual General Shareholders' Meeting, voting rights of the Annual General Meeting of the Shareholders may be exercised via electronic means from May 13, 2026 to June 9, 2026. Please log in through the "Electronic Voting Platform for Shareholders" at the website of Taiwan Depository and Clearing
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Corporation (https://stockservices.tdcc.com.tw) and vote by following the relevant instructions.
If you wish to attend the meeting in person, please sign or stamp your personal chop on such notice. If you wish to delegate a proxy to attend the meeting, please sign or stamp your personal chop on the proxy form, properly fill in the name of your proxy. The proxy form must be received by the Company's shareholder services agent no later than five (5) clear days before the date of the meeting (As the five-clear-day deadline falls on a public holiday this year, it shall be received by the Company's shareholder services agent by June 5, 2026).
The proxy statistics & verification institution of the Company is the Cathay Securities Corporation Stock Registration Department. The time to exercise your sign-in for the meeting: 8:20 a.m., at the location where is the same as the meeting place.
VIII. In accordance with Article 7-2 of the Articles of Incorporation, shareholders of preferred shares do not have the right to vote or suffrage. However, they will have the right to vote in shareholders' meetings of preferred shares or shareholders' meetings that involve the rights and obligations of shareholders of preferred shares. Therefore, shareholders of preferred shares shall have the right to vote only in Discussion on the company plans to "Discussion on the Company's proposal to raise long-term capital".
IX. If proxy is solicited, the Company will upload related information from solicitors to the website of the Securities and Futures Institute before May 12, 2026. Please check the website for further information.
X. Shareholders who choose to attend shareholders' meeting virtually will be deemed as having attended in person.
XI. Shareholders who plan to attend the meeting virtually must sign up for it and register such attendance on the TDCC e-Meeting Platform between 2026/05/13 and 2026/06/09. Once shareholders complete the check-in process, they are deemed as having attended in person. Solicitors or proxy agents who intend to participate virtually should fill out a letter of intent to attend shareholders' meeting via video
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conferencing and send it to the Company's shareholder services agent, Cathay Securities Corporation Stock Registration Department; the letter of intent should arrive before 4:00 p.m., 2026/06/09. Participants will check in, watch a live stream of the meeting, text questions, and cast their votes at shareholders' meeting.
XII. Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chairperson declaring the meeting open until the chairperson declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. Please visit the TDCC website for more information.
XIII. Shareholders who did not register to attend the shareholders' meeting via visual communication, may not attend the postponed or continued meeting.
XIV. In the event where disruptions to the visual communication platform or participation in the meeting via visual communication occur due to natural disasters, incidents, or other force majeure events, and such disruptions last for more than 30 minutes and are unresolvable in a manner such that the meeting cannot be continued via visual communication, but the total shareholding attending the meeting deducting those attending via visual communication exceeds the statutory quorum, the meeting shall continue, and the shareholdings of the shareholders, solicitors, or proxies attending via visual communication shall be included in the total number of shares present at the meeting, but abstain on all motions.
XV. In the case of the preceding paragraph, if the results of all the motions have been announced, but no interim motions have been made, it will be regarded as all the resolutions of the general shareholders' meeting have been completed, and the meeting will not be continued.
XVI. In the event that the e-Meeting Platform fails or shareholders have difficulty attending virtually, before the chairperson announces the commencement of shareholders' meeting or during the meeting,
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due to force majeure events, the Company should check the total shares of shareholders that have attended. If the total shares do not reach the legally required number for commencement of the meeting after deducting the shares of shareholders that attend virtually, then the meeting should be adjourned. The Company will postpone or reconvene their meeting on 2026/06/15 at 9:00 A.M. in Cathay Financial Conference Hall at 1F, No.9 Songren Road, Taipei, Taiwan, R.O.C. Shareholders who have been listed on the shareholders register by the book closure date are entitled to attend shareholders' meetings. The Company will not resend their meeting notice. The Company will issue a Significant Announcement onto the Market Observation Post System (MOPS).
XVII. For matters not covered, please refer to the Regulations Governing the Administration of Shareholder Services of Public Companies and related regulations.
Board of Directors
Cathay Financial Holding Co., Ltd.
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