CATHAY RED — AGM Information 2018

Jun 20, 2018

Cathay Real Estate Development Co., Ltd.

Notice of 2018 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 8 June 2018 (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 ：

• 2017 Business Report.

• Audit Committee’s Review Report.

• 2017 Compensation Report for Employees and Directors.

• ( Ⅱ ) Matters for Acknowledgement ：

• 2017 Business Report and Financial Statements.

• 2017 Profit Distribution.

• ( Ⅲ ) Matters for Discussion ：

• Proposal for the amendment of the Company's Rules of Procedure for Shareholder Meetings.

• Proposal for the amendment of the Company's Articles of Incorporation.

• Proposal for the amendment of the Company's Procedures for Election of Directors and Supervisors.

• Proposal for the amendment of the Company's procedures of the Acquisition or Disposition of Assets.

• Proposal for the amendment of the Company's Operational Procedures on Loaning of Funds and Making of Endorsements/Guarantees Case.

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

( Ⅳ ) Provisional Motion(s).

• Ⅲ For the Company’s 2017 Profit Distribution, NT$ 1.2 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 In the case of a board 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. Any income received prior to the removal shall not be considered the income of the Company.

Director	Company	Concurrent Post
Tzi-Li Tung	Hangzhou Kun-Ning Health Consulting Co.,Ltd	Director
	Lin Yuan PropertyManagement Co.Ltd	Director
	Symphox Information Co.,Ltd.	Director
Independent Director	Company	Concurrent Post
Shiou-Ling Lin	KHL Investment I Limited(BVI)	Director
	Classic Wins Capital Limited(BVI)	Director
	Scope Star International Limited(BVI)	Director
	Gloss Victory International Limited (BVI)	Director

• Ⅴ In accordance with the regulations of the Company Act, our Company's share transfer shall be suspended from 10 April 2018 to 8 June 2018.

• Ⅵ 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 9 May 2018 to 5 June 2018. 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.

• Ⅶ If proxy is solicited, the Corporation will upload related information from solicitors to the website of the Securities and Futures Institute before 8 May 2018. Please check the website for further information.

Ⅷ Your action as required shall be very much appreciated.

Best regards,

Board of Directors

Cathay Real Estate Development Co., Ltd.