DAVICOM — AGM Information 2017

Jul 20, 2017

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DAVICOM Semiconductor, Inc. 2017 Annual Shareholders’ Meeting Notice (Summary Translation)

• A. The 2017 Annual Shareholders’ Meeting (the “Meeting”) of DAVICOM Semiconductor, Inc. (the “Company”) will be convened at 9:00 a.m. on May 26, 2017 (Friday) at DAVICOM’s Headquarters. (located at No.6, Li-Hsin Road 6, Hsinchu Science Park, Hsinchu, Taiwan)

The agenda for the meeting is as follows:

I. Report Items

• (1) To report the business of 2016 and operating plan of 2017

• (2) Audit Committee’s review report of 2016

• (3) To report 2016 employees’ profit sharing bonus and directors’ compensation

II. Approval Items

• (1) To accept 2016 Business Report and Financial Statements

• (2) To approve the proposal for distribution of 2016 earnings

III. Discussion Items

• (1) To approve the proposal for cash distribution of 2016 additional paid in capital

• (2) To approve amendments to the Company’s “Articles of Incorporation”

• (3) To approve amendments to the Company’s “Rules for Election of Directors and Independent Directors”

• (4) To approve the issuance of Restricted Stock Awards (“RSA”)

IV. Extraordinary Motions

B. The major items of the proposal for distribution of 2016 profits adopted at the meeting of the Board of Directors are as follow:

• (1) A total of NT$91,580,597 in cash dividends, each shareholder will be entitled to receive a cash dividend of NT$1.10 per share.

• (2) In the event of any change in the number of outstanding shares resulting from executing employee stock options or converting treasury stock to its employees, the dividend ratio must be adjusted. It is proposed to fully authorize the Chairman of Board of Directors of DAVICOM to adjust the dividend ratio and to proceed on the relevant matters.

C. Pursuant to Article 165 of the Company Law, the shareholder register will be closed from March 28 to May 26, 2017.

• D. Each attendance notification and proxy form will be attached in 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 Transfer Agency Department of Fubon Securities Co., Ltd. at least 5 days prior to the day of the meeting (Before May 19,2017). The signed proxy form will serve as the sign-in card for agent(s) to represent your vote at the meeting.

• E. If a proxy is solicited by the shareholder(s), DAVICOM is required to compile details on the proxy solicitation parties and disclose such information on the Securities & Futures Institute (SFI) website no later April 25, 2017. 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. (Stock Code:3094)

• F. Shareholders may exercise their voting rights through the STOCKVOTE platform of Taiwan Depository & Clearing Corporation (http://www.stockvote.com.tw) during the period from April 26, 2017 to May 23, 2017.

• G. Please refer to the Chinese Version for further information.

Board of Directors

DAVICOM Semiconductor, Inc.