CATHAY RED — AGM Information 2017

Jun 22, 2017

Cathay Real Estate Development Co., Ltd.

Notice of 2017 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 The Annual Meeting of Shareholders shall be held on 16 June 2017 (Friday) 9 am at International Conference Room located at B1, No. 296, Section 4, Renai Road, Taipei City.

• Ⅱ The meeting agenda is as follows:

• ( Ⅰ ) Matters to Report ：

  1. 2016 Business Report.

  2. Supervisors' Review Report.

  3. 2016 Compensation Report for Employees, Directors and Supervisors.

• ( Ⅱ ) Matters for Acknowledgement ：

  1. 2016 Business Report and Financial Statements.

  2. 2016 Profit Distribution.

• ( Ⅲ ) Matters for Election ：

  1. Re-election of directors due to expiry of term in office.

• ( Ⅳ ) Matters for Discussion ：

  1. Proposal for releasing the prohibition on the Company’s 18th board of directors from participation in competitive business.

( Ⅴ ) Provisional Motion(s).

• Ⅲ For the Company’s 2016 Profit Distribution, NT$ 1.5 cash dividend is to be distributed per share, where undistributed profit from the most recent years shall be distributed first. Upon resolution at the annual meeting of the shareholders, the board of directors is authorized to set the ex-dividend date and adjust the dividend yield based on actual circumstances.

Ⅳ List for the director candidates of the 18th session is as below ：

No.	Title	Name
1	Director	He Hsin Capital.Co.,Ltd. Representative: ChangChing-Kuei
2	Director	He Hsin Capital.Co.,Ltd. Representative: Lee Hung-Ming
3	Director	He Hsin Capital.Co.,Ltd. Representative: Tsai Chung-Yan
4	Director	Cathay Charity Foundation Representative: TungTzi-Li
5	Director	Cathay Real Estate Foundation Representative: Chu Chung-Chang
6	Director	Cathay Real Estate Employees’ welfare Committee Representative: Lin Chin-Liang
7	Independent Director	Lin Shiou-Ling
8	Independent Director	Wu Chih-Wei
9	Independent Director	James Y. Chang

• Ⅴ In the case of a board 18th directors participating in other businesses identical or similar to activities within the Company’s business scope, Article 209 of the Company Act shall be observed, and approval for participation in other businesses will be obtained at the shareholders meeting to remove the board director’s Non-competition Restriction (Please link to the website http://mops.twse.com.tw to download the agenda handbook to get more information.)Any income received prior to the removal shall not be considered the income of the Company.

• Ⅵ In accordance with the regulations of the Company Act, our Company's share transfer shall be suspended from 18 April 2017 to

16 June 2017.

• 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 17 May 2017 to 13 June 2017. Please log in through the "Electronic Voting Platform for Shareholders" at the website of Taiwan Depository and Clearing Corporation (http://www.stockvote.com.tw) and vote by following the relevant instructions.

If you intend to attend in person, please fill out the 2nd sheet of the notification letter; if you are assigning a proxy to attend on your behalf, please fill out the power of attorney on the 5th sheet, and send (mail) to our Company not later than 5 days before the meeting. For instructions on the use of power of attorney, please refer to the 6th sheet.

The proxy statistics & verification institution of the Corporation is the Corporation’s Operation Management Department,Stock Registration Division. Shareholders' attendance registration begins at 8:20 am on the day of the shareholders meeting, and the venue of the place of registration is at the place of meeting.

• Ⅷ If proxy is solicited, the Corporation will upload related information from solicitors to the website of the Securities and Futures Institute before 16 May 2017. Please check the website for further information.

Ⅸ Your action as required shall be very much appreciated.

Best regards,

Board of Directors

Cathay Real Estate Development Co., Ltd.