CHT — AGM Information 2016

Sep 30, 2016

CHUNGHWA TELECOM CO., LTD. AGENDA

Matters for Ratification and Discussion (I):

1. The amendment to the “Articles of Incorporation”

Matters for Ratification and Discussion (II):

1. Ratification of 2015 business report and financial statements

2. Ratification of 2015 profit allocation proposal

Elections:

1. The election of the Company's 8th term directors

The stockholder may withhold authority to vote for any or some candidate(s), by marking the exception(s) box and writing the number(s) of such candidate(s) on the space provided on the reverse. If the stockholder designates exception(s), the number of shares to be distributed to each of the remaining candidates must be indicated on the spaces provided on the reverse.

The stockholder can either (a) vote for all of the candidates, in which case the stockholder’s total votes will be split and cast equally among the candidate(s); (b) withhold his vote for all of the candidates; or (c) vote only for some and not all of the candidates, in which case the stockholder’s total votes will be distributed and cast as indicated by the stockholder in the numbered spaces provided on the reverse side hereof. If the stockholder does not indicate the number of shares to be distributed among the remaining candidates who are not named on the space for exceptions, then the stockholder’s total votes shall be split and cast equally among the remaining candidates. The total number of votes which a stockholder may cast is equal to thirteen (13) times the number of ADRs held as of the Record Date.

The nominees for election as directors/independent directors are:

• 4 (1) Lih-Shyng Tsai (Representative of MOTC)

• 4 (2) Mu-Piao Shih (Representative of MOTC)

• 4 (3) Chih-Ku Fan (Representative of MOTC)

• 4 (4) Yu-Fen Hong (Representative of MOTC)

• 4 (5) Yi-Bing Lin (Representative of MOTC)

• 4 (6) Chich-Chiang Fan (Representative of MOTC)

  • 4 (8) Hsu-Hui Ho (Representative of MOTC)

  • 4 (9) Zse-Hong Tsai (Independent Director)

  • 4 (10) JenRan Chen (Independent Director)

  • 4 (11) Lo-Yu Yen (Independent Director)

  • 4 (12) Kuo-Long Wu (Independent Director)

  • 4 (13) Yung-Chen Chen (Independent Director)

• 4 (7) Shu-Juan Huang (Representative of MOTC)

Other Matters:

1. Release of restrictions on competitive activities on the 8th term of directors

• 5.1 Lo-Yu Yen (Independent Director)

• 5.2 JenRan Chen (Independent Director)

• 5.3 Lih-Shyng Tsai (Representative of MOTC)

Chunghwa Telecom Co., Ltd. JPMorgan Chase Bank, N.A., Depositary P.O. Box 64507, St. Paul, MN 55164-0507

Voting Instruction Card

JPMorgan Chase Bank, N.A. (the “Depositary”) has received advice that the Annual General Shareholders’ Meeting (the “Meeting”) of Chunghwa Telecom Co., Ltd. (the “Company”) will be held at Chunghwa Telecom Training Institute (No. 168, Minzu Road, Banchiao District, New Taipei City, Taiwan, R.O.C.), on Friday, June 24, 2016, at 9:00 a.m., for the purposes set forth above.

If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Common Shares represented by your ADRs FOR or AGAINST or to ABSTAIN from the Resolutions to be proposed, or any of them, at the Meeting, kindly execute and forward to the Depositary, the attached Voting Instruction Card. The enclosed postage paid envelope is provided for this purpose. This Voting Instruction Card should be executed in such manner as to show clearly whether you desire the Nominee or Nominees of the Depositary to vote FOR or AGAINST or to ABSTAIN from the Resolutions, or any of them, as the case may be. This Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 12:00 p.m., June 17, 2016. Only the registered holders of record at the close of business on April 25, 2016, will be entitled to execute the attached Voting Instruction Card.

If more than 51% of the ADSs are voted in one manner on Resolutions 1 to 3 and 5 only, the Depositary, will give a proxy to the voting representative to vote 100% in that manner. If we do not receive 51% or more one way or the other on Resolutions 1 to 3 and 5 only, the Depositary will give a discretionary proxy to the voting representative to vote as he desires. If no voting instructions are received by the Depositary with regard to Resolution 4, then the Depositary shall deem such holder to have so instructed the Depositary to give a discretionary proxy to the Company’s voting representative to vote as he desires on Resolution 4 only.

The signatory, a holder of record as of the close of business on April 25, 2016, of ADRs representing Common Shares of the Company, hereby requests and authorizes the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote the underlying Common Shares of the Company, represented by ADRs, registered in the name of the signatory at the Meeting, or at any adjournment thereof.

These instructions, when properly signed and dated, will be voted in the manner directed herein.

Additionally, the annual report and 2016 proxy related information for Chunghwa Telecom Co., Ltd.’s upcoming Annual General Shareholders’ Meeting is available for viewing on the internet at http://www.cht.com.tw/ir on or about May 24, 2016.

NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card MUST be returned before 12:00 p.m., June 17, 2016. JPMorgan Chase Bank, N.A., Depositary

PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

Please see reverse side for Voting Instructions.