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DELTA — AGM Information 2016
Jun 21, 2016
52000_rns_2016-06-21_ede45ac8-3f8d-4f6f-b882-19980cab89bf.pdf
AGM Information
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Notice of 2016 Annual General Shareholders' Meeting
To: The Shareholders
Dear Sir/Madam,
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I. The 2016 Annual General Shareholders' Meeting will be held at the auditorium at the meeting room at 2F., No. 18, Xinglong Rd., Taoyuan City on June 8, 2016 (Wednesday) at 10:00 a.m. (reception at the same venue begins at 9:30 a.m.) for the following purposes:
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Discussion items: (1) Discussion of the Amendments to Articles of Incorporation;
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Report items: (1) 2015 Operation Results; (2) 2015 Financial Results; (3) Audit Committee's Review Opinions on 2015 annual final accounting books and statements; (4) Report on 2015 Employees' and Directors' Remuneration; (5) Report on Short-form Merger between Delta Electronics, Inc. and SYN-TEK Automation Co., Ltd.;
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Proposal items: (1) Adoption of the 2015 annual final accounting books and statements; (2) Adoption of the 2015 Earnings Distribution;
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Discussion items: (1) Discussion of the Amendments to Operation Procedures of Acquisition or Disposal of Assets;
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Election items: (1) Election of One Independent Director;
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Other items: (1) Releasing Directors from Non-competition Restrictions;
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Extemporary motions.
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II. The Board of Directors has adopted a Proposal for Distribution of 2015 Earnings as follows: it was proposed to set aside NT$12,987,716,645 for cash dividends. With the approval of Shareholders' Meeting, the Board of Directors would be authorized to set a record date of dividends distribution to the shareholders and the proposed cash dividend would be distributed by the shareholding ratio of shareholders in the register of shareholders on the designated record date of distribution. According to the number of shares issued and eligible for distribution totaling 2,597,543,329, the cash dividends of approximately NT$ 5,000 per thousand shares will be distributed. In the event that the proposed earnings distribution is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a change in common shares (such as, buyback of shares for transfer or cancellation, domestic capital increase by cash, and employee stock options), it is proposed that the Board of Directors be authorized to
adjust the cash dividends to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.
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III. It is proposed that Shareholders' Meeting, without prejudicing the interests of the Company, adopts the releasing of Non-competition restrictions of the new Director and Directors Ping Cheng, Johnson Lee, Simon Chang and Chung-Hsing Huang in accordance with Article 209 of Company Act.
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IV. According to Article 165 of Company Act, share transfer registration is suspended from April 10, 2016 to June 8, 2016.
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V. In addition to making an announcement on Market Observation Post System, we hereby issue this letter to invite you to the Shareholders' Meeting with Notice of Shareholders' Meeting and a form of Proxy each attached. To attend the Shareholders' Meeting, please send the second copy of the letter back for registration, or register personally at Shareholders' Meeting on the scheduled meeting date. To attend by proxy, please refer to the guidance for using proxy, and fill out and return the proxy form set forth on the fifth page. For your representative to attend the Meeting, please deliver the proxy form to Registrar and Transfer Agency Department of MasterLink Securities Corporation five days prior to Shareholders' Meeting.
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VI. In case of public solicitation of proxies, a summary will be uploaded to Securities and Future Institute (website: http://free.sfi.org.tw) no later than May 6, 2016. For inquiries about the information, please visit the website (Securities Code: 2308). Proxies and the electronic voting results for the Shareholders' Meeting will be verified by Registrar and Transfer Agency Department of MasterLink Securities Corporation.
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VII. The electronic voting is available for the Shareholders' Meeting from May 9, 2016 to June 5, 2016. Please login the shareholder electronic voting system of Taiwan Depository & Clearing Corporation and vote in accordance with the instruction. (Website: http://www.tdcc.com.tw/stockvote/index.htm)
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VIII.Please refer to the letter and perform accordingly.
Sincerely Yours,
Board of Directors of Delta Electronics, Inc.