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DELTA AGM Information 2018

Jun 15, 2018

52000_rns_2018-06-15_edfb5079-0350-4337-8523-dd2c57b2f852.pdf

AGM Information

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Notice of 2018 Annual General Shareholders' Meeting

(Summary Translation)

To: The Shareholders

Dear Sir/Madam,

  • I. The 2018 Annual General Shareholders' Meeting (hereinafter as “Meeting”) will be held at the auditorium located at 2F., No. 18, Xinglong Rd., Taoyuan District, Taoyuan City on June 11, 2018 (Monday) at 10:00 a.m. (reception at the same venue begins at 9:30 a.m.), the agenda of which is as follows:

    1. Report items: (1) 2017 Operation Results; (2) 2017 Financial Results; (3) Audit Committee's Review Opinions on 2017 Annual Final Accounting Books and Statements; (4) Report on 2017 Employees' and Directors' Compensation; (5) Report on Short-form merger between Delta Electronics, Inc. and Delta Green Life Co., Ltd. ;

    2. Proposal items: (1) Adoption of the 2017 Annual Final Accounting Books and Statements; (2) Adoption of the 2017 Earnings Distribution;

    3. Discussion items: (1) Discussion of the Amendments to the Articles of Incorporation;

    4. Election items: (1) Election of the Company’s Directors;

    5. Other proposals: (1) Releasing the Directors from Non-competition Restrictions.

    6. Extemporary motions.

  • II. Eleven directors (including four independent directors) will be elected at this Meeting.

  • III. The Company adopted the candidates nomination system for electing the directors (including independent directors). The list of the candidates is: 【 Directors: Bruce CH Cheng 、 Yancey Hai 、 Mark Ko 、 Ping Cheng 、 Simon 、 、 、 、

  • Chang Albert Chang Victor Cheng 】、【 Independent Directors: Yung-Chin Chen George Chao Tsong-Pyng Perng 、 Ji-Ren Lee 】 For more information about the candidates, including educational background and experience, please visit the website at http://mops.twse.com.tw/mops/web/t146sb10.

  • IV. The Board of Directors has adopted a Proposal for Distribution of 2017 Earnings of the Company as follows: it was proposed to set aside NT$12,987,716,645 for cash dividends. Subject to the approval of the Meeting, the Board of Directors would be authorized to set a record date on which the proposed cash dividend would be distributed according to the shareholding ratio of shareholders appeared in the register of shareholders on the designated record date of distribution. According to the number of shares issued and entitled to distribution totaling 2,597,543,329, the cash dividends of approximately NT$ 5,000 per thousand shares will be distributed. In the event that the proposed earnings distribution approved 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.

  • V. Pursuant to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain at the meeting of shareholders the essential contents of such an act and to obtain the approval of the shareholders. As certain directors to be elected at the Meeting may concurrently work for other companies, which may constitute the act restricted under Article 209 of the Company Act, it was proposed to release the non-competition restrictions on the directors, without prejudice to the interests of the Company. Detailed list of the relevant directors' positions in other companies will be announced on a board to be placed at the venue of the Meeting after the election.

  • VI. According to Article 165 of Company Act, share transfer registration is suspended from April 13, 2018 to June 11, 2018.

  • VII. In addition to the announcement made on Market Observation Post System, we hereby issue this letter together with a Notice of the Meeting and a Proxy Attendance Form. To attend the Meeting in person, please send the Attendance Notice back for registration, or register in person at the Meeting on the scheduled meeting date. To attend by proxy, please refer to the Guidance for Using Proxy to fill out and return the Proxy Attendance Form. In order to be valid, the Proxy Attendance Form shall be delivered to the Registrar and Transfer Agency Department of MasterLink Securities Corporation (Add: B1F., No.35, Ln. 11, Guangfu N. Rd., Songshan Dist., Taipei City, Tel:0227686668) five (5) days prior to the Meeting.

  • VIII. 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 11, 2018. For further information, please visit the website (Securities Code: 2308).

IX. The shareholders may cast electronic votes at the Meeting, of which the electronic voting period will be

from May 12, 2018 to June 8, 2018. Please login the “electronic voting platform for shareholders’ meeting” on the website of Taiwan Depository & Clearing Corporation and cast votes in accordance with the instruction. (Website: http://www.stockvote.com.tw)

  • X. Proxies and the electronic voting results for the Meeting will be verified by Registrar and Transfer Agency Department of MasterLink Securities Corporation.

  • XI. Please refer to the letter and perform accordingly.

Sincerely Yours,

Board of Directors of Delta Electronics, Inc.