CATHAY RED — AGM Information 2020

Jun 18, 2020

Cathay Real Estate Development Co., Ltd.

Notice of 2020 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 12 June 2020 (Friday) 9 am at Courtyard by Marriott Taipei Downtown (Lily Meeting Room) located at 2F., No. 6 Section 3, Minsheng East Road, Taipei City.

• Ⅱ The meeting agenda is as follows:

• (Ⅰ) Matters to Report：

• 2019 Business Report.

• Audit Committee’s Review Report.

• 2019 Compensation Report for Employees and Directors.

• (Ⅱ) Matters for Acknowledgement：

• 2019 Business Report and Financial Statements.

• 2019 Earnings Distribution.

• (Ⅲ) Matters for Election：

• 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 19th board of directors from participation in competitive business.

(Ⅴ) Provisional Motion(s).

• Ⅲ For the Company’s 2019 Earnings Distribution, NT$ 1 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 19th session is as below： Please visit Market Observation Post System (website： http://mops.twse.com.tw/mops/web/t146sb10) to find the candidates’ education and experience.

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

Ⅴ 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. Therefore, we hereby propose to approve the releasing of the prohibition on directors from participation in competitive business to the shareholders’ meeting in accordance with Article 209 of the Company Act, and we also propose to release the prohibition on the earnings of such act not being regarded as earnings of the Company.

Please visit Market Observation Post System to find the related content(website ： http://mops.twse.com.tw/mops/web/index) and

download the Meeting Agenda for reference.

• Ⅵ In accordance with the regulations of the Company Act, our Company's share transfer shall be suspended from 14 April 2020 to 12 June 2020.

• 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 13 May 2020 to 9 June 2020. 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 and 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 12 May 2020. 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.