CyberTAN — AGM Information 2022

Jul 6, 2022

CyberTAN Technology Inc.

Notice of 2022 Annual General Shareholders’ Meeting

The 2022 Annual General Meeting of CyberTAN Technology Inc. (the "meeting") will be convened at 9:00 a.m., Friday, Jun 24, 2022(registration of the shareholders will be entertained 30 minutes prior to the meeting) at No.99 Park Avenue III, Science Park, Hsinchu 308 Taiwan

1. Agenda for the Meeting:

   • (1) Report Items

     • I. 2021 Business report.

     • II. 2021 Audit Committee’s review report.

III. Report on the distribution of remuneration to employees in 2021.

  - IV. Report on the distribution of cash dividends from earnings of 2021. 

• (2)Ratification Items

  • I. Proposal for ratification of 2021 business report and financial statements.

  • II. Proposal for 2021 distribution of earnings.

• (3) Discussion Items

  • I. Amendments to the “Articles of Corporation”.

  • II. Amendments to the “Procedures for Acquisition or Disposal of Assets”.

  • III. Issuance of new restricted stock awards.

  • IV. Approve the suspension of non-competition restrictions on the Directors and their representatives.

• (4) Extempore Motion

1. Distribution of 2021 profits adopted at Board of Directors meeting: profits distribution of cash dividend in NTD 0.05 per share to its shareholders.

2. Please refer to Annex 1 for the description of the Company's proposed "Issuance of New Employee Shares with Restricted Rights".

3. If the Company decides to hold a meeting under Article 172 of the Company Law, electronic files will be posted to the Market Observation Post System at http://emops.twse.com.tw. Please select "Shareholders' Meetings" under the "Electronic Books" tab, enter the year, and click "GO" to find the meeting files corresponding to Company code 3062.

4. Pursuant to Article 165 of the Company Act of the Republic of China, the shareholder register will be closed from APR 26, 2022 to Jun 24, 2022.

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1. One copy of the attendance notification form and proxy form will be attached to this meeting notice. If the shareholder(s) is attending the meeting in person, please sign or stamp on the attendance notification from and carry it to the check-in desk on the day of the meeting. In the case that an agent(s) is entrusted to attend the meeting, the shareholder(s) shall sign or stamp on the proxy form and personally fill out the name and address of the agent, then deliver the proxy form to the Grand Fortune Securities Co., Ltd. Transfer Agent Department at least 5 days prior to the day of the meeting. The signed proxy form will serve as the sign-in card for agent(s) to represent your vote at the meeting.

2. If a proxy is solicited by the shareholder(s), CyberTAN Technology Inc. is required to compile details on the proxy solicitation parties and disclose such information on the Securities & Future Institute (SFI) website no later than May 24, 2022. Shareholder(s) can obtain information on proxy solicitation firms from the “Free proxy disclosure & related information system” (http://free.sfi.org.tw), via the “proxy disclosure and meeting notices” search page.

3. Shareholders may exercise their voting rights through the STOCKVOTE platform of Taiwan Depository & Clearing Corporation (https://www.stockvote.com.tw) during the period from May 25, 2022 to Jun 21, 2022.

4. The proxies shall be tallied and verified by the Grand Fortune Securities Co., Ltd. Transfer Agent.

5. Please note and act accordingly.

To Shareholder

Board of Directors

CyberTAN Technology Inc.

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【Annex 1】

CyberTAN Technology Inc.

Matters Related to the Issuance of New Restricted Employee Shares

• I. Total amount of issue: For the current issue of restricted stock awards for employees, 2,000,000 common shares will be issued at a par value of NT$10 per share in a total amount of NT$20,000,000.

• II. Criteria for issue:

  • (I) Price at issue: The current issue consists of bonus shares issued at a price of NT$0 per share.

  • (II) Type of shares issued: New common shares of CyberTAN.

  • (III) Criteria for vesting:

    • Where an employee, after having been offered restricted stock awards (i.e. on the record date for capital increase), remains in service at the end of any of the following periods, the percentage of shares that may meet the vesting criteria for the respective period is as follows:

    1. 1 year: 40% of the shares received may be vested.

    2. 2 years: 30% of the shares received may be vested.

    3. 3 years: 30% of the shares received may be vested.

  • (IV) Treatment in the event where an employee has not met the vesting criteria or where inheritance has occurred: The restricted stock awards offered to an employee who has not met the vesting criteria will be recovered without compensation and cancelled by CyberTAN as legally required. The treatment in the event where inheritance has occurred shall be subject to the Regulations Governing the Issue of Restricted Stock Awards for Employees.

• III. Employee eligibility and the number of shares offerable:

  • (I) An employee eligible to be offered restricted stock awards shall be a full-time employee of CyberTAN who is already in service on the date of offering of the restricted stock awards.

  • (II) The actual number of shares offerable to an employee as restricted stock awards will be based on his/her position, length of service, job grade, job performance, overall contribution and potential for future development and contribution, and other factors, while taking into account the operational needs and the business development strategy of CyberTAN. The foregoing number of shares shall be determined by the Chairman and then submitted to the Board of Directors for approval. In the case of an employee serving as a manager or a director who is an employee, prior approval from the Remuneration Committee is required.

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• (III) In accordance with Paragraph 1, Article 56-1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the sum of the cumulative number of shares purchasable offered to a single stock option holder for employees’ stock warrants issued and the cumulative number of shares acquired by the stock option holder as restricted stock awards for employees may not exceed 0.3% of the total outstanding shares of CyberTAN. The total of the foregoing sum plus the cumulative number of shares purchasable offered to a single stock option holder for employees’ stock warrants issued pursuant to Paragraph 1, Article 56-1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers may not exceed 1% of the total outstanding shares of CyberTAN.

• IV. Reasons necessary for the current issue of restricted stock awards for employees: CyberTAN intends to attract and retain professionals needed by it, motivate its employees and enhance the cohesiveness and belongingness of its employees to create maximum benefits for it and its shareholders.

• V. Expensable amounts, their dilution of the earnings per share of CyberTAN, and other events affecting shareholders’ equity:

  • (I) Expensable amounts: CyberTAN shall measure the fair value of shares on the date of offering (date of issue) and recognize the relevant expenses by year during the vesting period. For 2022, the issue of a maximum of 2,000,000 shares as restricted stock awards for employees, with each share issued as a bonus, has been proposed to the annual shareholders’ meeting for a resolution. If the vesting conditions have been fully met, the expensable amount is estimated to be approximately NT$44,600 thousand (temporarily estimated, on a pro forma basis, at NT$22.3, the closing price on April 27, 2022). Based on the vesting criteria, the expensable amounts temporarily estimated for 2022 (a 3-month estimate), 2023, 2024 and 2025 (a 9-month estimate) are NT$7,248 thousand, NT$24,530 thousand, NT$9,477 thousand and NT$3,345 thousand, respectively.

  • (II) Dilution of the earnings per share, and other events affecting shareholders’ equity: Based on the 328,605,418 outstanding shares of CyberTAN, the likely amounts of decrease in the expensed earnings per share for 2022 to 2025 are temporarily estimated to be NT$0.02, NT$0.07, NT$0.03 and NT$0.01, respectively. Their dilution of the earnings per share of CyberTAN is limited, and they have no material effect on shareholders’ equity.

• VI. Restrictions on an employee who has not met the vesting criteria after having been offered new shares: For the current issue of restricted stock awards for employees, the relevant restrictions or matters not provided for shall be subject to applicable laws and regulations and the regulations for issuance established by CyberTAN.

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