DAVICOM — AGM Information 2021

Jul 19, 2021

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DAVICOM Semiconductor, Inc. 2021 Annual Shareholders’ Meeting Notice (Summary Translation)

• A. The 2021 Annual Shareholders’ Meeting (the “Meeting”) of DAVICOM Semiconductor, Inc. (the “Company”) will be convened at 9:00 a.m. on June 7, 2021 (Monday) 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 2020 and operating plan of 2021

  • (2) Audit Committee’s review report of 2020

  • (3) To report 2020 employees’ bonus and directors’ compensation

  • (4) To report Implementation Status of the Company’s Share Buyback in 2018 and 2020

• II. Approval Items

• (1) To accept 2020 Business Report and Financial Statements

• (2) To approve the proposal for distribution of 2020 profits

III. Discussion Items

  - (1) To approve the proposal for cash distribution of 2020 additional paid in capital 

• (2) To approve amendments to partial provisions of Rules and Procedures of Shareholders’ Meeting

  • IV. Motions

B. The major items of the proposal for distribution of 2020 profits adopted at the meeting of the Board of Directors are as follow:

• (1) ①Cash distribution from Undistributed Earnings will be entitled to a cash dividend of NT$0.36 per share.

  • ②Cash distribution from the Legal Reserve will be entitled to a cash dividend of NT$0.44 per share.

  • ③Total amount of Cash Distribution to shareholders will be

  • NT$65,373,671 and each shareholder will be entitled to receive a cash dividend of NT$0.80 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. According to Article 165 of the Company Law, the shareholder register will be closed from April 9 to June 7, 2021.

• 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 form 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 June 01,2021). The signed proxy form will serve as the signin 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 May 07, 2021. 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. (TWSE:3094)

• F. According to Article 26-2 of Securities and Exchange Act, the notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement; for a regular shareholders meeting, such public announcements shall be served with thirty days prior notice.

• G. 2021 Annual Shareholders’ Meeting will adopt electronic voting as one of the methods to act the right of vote. The voting period: From May 08, 2021 to June 04, 2021.The voting instruction: Please go to the website [ http://www.stockvote.com.tw ] for further information.

• H. In accordance with Article 172 of the Company Act, Article 26-1 and 43-6 of Securities and Exchange Act and relevant regulations, the contents of the matters proposed to the shareholders’meeting may be viewed on Market Observation Post System (website：http://emops.twse.com.tw), by clicking on “electronic books/annual report and materials related to shareholders’ meeting” or by clinking on “profiles/company profiles/company website” which will link to the Company’s website.

• I. This document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail. For further information, please refer to the Chinese Version.

Board of Directors

DAVICOM Semiconductor, Inc.