DAVICOM — AGM Information 2022

Jul 6, 2022

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DAVICOM Semiconductor, Inc. 2022 Annual Shareholders’ Meeting Notice (Summary Translation)

• A. The 2022 Annual Shareholders’ Meeting (the “Meeting”) of DAVICOM Semiconductor, Inc. (the “Company”) will be convened at 9:00 a.m. on June 29, 2022 (Wednesday) 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 2021 and operating plan of 2022

  • (2) Audit Committee’s review report of 2021

  • (3) To report the directors’ remuneration policy and 2021 directors and employees’ compensation distribution

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

II. Approval Items

• (1) To approve 2021 Business Report and Financial Statements

• (2) To approve the proposal for distribution of 2021 earnings

III. Discussion Items

• (1) The proposal for cash distribution of 2021 additional paid in Capital

• (2) The proposal to amend partial Articles of Incorporation

• (3) The proposal to amend partial Articles of Operational Procedures for Loaning Funds to Others and Operational Procedures for Endorsements/Guarantees

IV. Election Items

To elect directors of the Tenth Board.

V. Other Discussion Items

• To release Non-Compete Restrictions on Newly-Elected Directors

VI. Motions

B. The major items of the proposal for distribution of 2021 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$0.487 per share.

  • ②Cash distribution from the Legal Reserve will be entitled to a cash dividend of NT$0.513 per share.

  • ③Total amount of Cash Distribution to shareholders will be

  • NT$81,717,089 and each shareholder will be entitled to receive a cash dividend of NT$1 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. The shareholders’ meeting will elect 7 directors (including 3 independent directors)

• (1) The candidate’s nomination system is adopted by the company for the election of directors

  • ①Directors : Ting Hao, Goodyears Investments Ltd., Tzay Hua Ltd., Yun-Ping Lin;

  • ②Independent Directors: Chang-Yue Ueng, Jen-Jyh Hwang, Niang-Shou Wei

• (2) Please refer to MOPS (Website: https://mops.twse.com.tw) for nominees’ education background and work experience.

• D. The company discusses the release of the non-competition restrictions on the directors in accordance with Article 209 of the Company Act. It is proposed to the shareholder’s meeting for approval of non-competition restrictions on the newly elected directors.

• E. According to Article 165 of the Company Law, the shareholder register will be closed from May 1[st] to June 29[th] , 2022.

• F. 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 23,2022). The signed proxy form will serve as the signin card for agent(s) to represent your vote at the meeting.

• G. 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 27, 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. (TWSE:3094)

• H. 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.

• I. 2022 Annual Shareholders’ Meeting will adopt electronic voting as one of the methods to act the right of vote. The voting period: From May 28, 2022 to June 26, 2022.The voting instruction: Please go to the website [ http://www.stockvote.com.tw ] for further information.

• J. 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.

• K. Shareholders who want to authorized a proxy to attend the shareholders' meeting in his/her/its behalf and collect souvenirs can collect them at the solicitation venue from May 27, 2022 to June 22, 2022, or pick up at the venue before the end of the shareholders' meeting.

  • For shareholders holding less than 1,000 shares, the company will not issue souvenirs unless shareholders attend the shareholders meeting in person or exercise their voting rights electronically. Souvenirs will not be send by post, and will not be reissued after the meeting. If there is insufficient souvenirs, it will be replace by other same value souvenirs (Souvenir: Vinegar)

• L. Shareholders who use electronic voting and wants to collect souvenirs should print and bring electronic voting result, original copy of identification documents or Health ID Card. The identity certification documentation of the juridical person is the original copy of the change registration form. The souvenirs can be collected from the stock agency department of Fubon Securities Co., Ltd. from July 27, 2022 to July 29, 2022.

• M. 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.