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Dyaco AGM Information 2024

Jun 14, 2024

51874_rns_2024-06-14_afa7538b-31c0-4994-9443-739b5b4d941b.pdf

AGM Information

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Dyaco International Inc. Notice of 2024 Annual Shareholders’ Meeting

In case of any discrepancy between the English and the Chinese version, the Chinese version shall prevail (Summary Translation)

  • I. The 2024 Annual Shareholders’ Meeting (the “Meeting”) will be convened at No.1, Gong 1st Rd., Hemei Township, Changhua County (Meeting Center at Dyaco’s Headquarters, Chuansing Industrial Park) at 9:00 a.m. on May 27, 2024 (reception at the same venue begins at 8:30 a.m.) for the following purposes:

1. Reports :

  • (1) To report the business of 2023.

  • (2) To report the Audit Committee’s Review Report of 2023.

  • (3) To report 2023 remuneration paid to individual directors (including the correlation among the remuneration payment policy, standards and combination, and management performance).

  • (4) To report the implementation of share repurchase.

  • (5) To report the implementation of the Company’s release of domestic of convertible corporate bonds.

  • (6) Amendment to the ”Rules of Procedure for Board of Directors Meetings”.

  • (7) To implement the improvement plan for the subsidiary’s of Cikayda Inc. capital loan and amount exceed the limitaton.

2. Ratifications:

  • (1) Ratification of the 2023 business report and financial statements

  • (2) Ratification of the proposal of the 2023 deficit compensated.

3. Discussions:

  • (1) Amendment to the “Articles of Incorporation”.

  • (2) Review to new shares through capitalization of capital surplus.

4. Motions

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  • II. Review to new shares through capitalization of capital surplus the Company intends to allocate NT$75,323,380 from the capital surplus generated. This will be done through a capital increase by issuing 7,532,338 new shares, each with a par value of NT$10 and a distribution of NT$0.50 per share. This proposal is planned to be implemented after approval at the 2024 annual general meeting and subsequent confirmation by the regulatory authorities. The proposal entails authorizing the Board of Directors to set the ex-rights and ex-dividend dates separately. If there are any factors that subsequently affect the number of outstanding shares and result in changes to the shareholders' allotment ratio, the chairman is authorized to make adjustments.

  • III. Pursuant to Article 165 of the Company Act, share transfer registration for the Company will be suspended from March 29, 2024 to May 27, 2024.

  • IV. The Notice of Attendance and Proxy Form are hereby enclosed. Shareholders planning to attend the Annual General Meeting in person should sign or stamp the 2 Notice of Attendance and submit the same when signing in on the day of the meeting (shareholders attending in person are not required to mail in said Notice). Shareholders wishing to appoint a proxy should sign or stamp the Proxy Form; provide the proxy name, address, and signature; and deliver or mail said form to the Corporation's share transfer agent and registrar Fubon Securities Transfer Agency Department (2F., No.17, Shu Chung St., Chungchen District, Taipei City) at least five days prior to the Meeting date (May 21, 2024).

  • V. The Corporation is required to post public proxy solicitations for the Annual General Meeting to the Securities & Futures Institute (SFI) website by April 26, 2023. Shareholders wishing to obtain relevant information can enter associated search criteria on the Free Proxy Disclosure Search Engine (https://free.sfi.org.tw) (Company code: 1598).

  • VI. Pursuant to Article 26-2 of the Securities and Exchange Act (Period and Method for Shareholders Meeting Notice to Small Registered Shareholders)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.

  • VII.Shareholders may exercise their voting rights by electronic means from April 27, 2024 to May 24, 2024 by using a CA certificate (either a natural person certificate, online trading certificate from a securities firm, online banking certificate, Ministry of Economic Affairs certificate, joint securities and futures firm certificate, or government certificate) to log in to the Taiwan Depository & Clearing Corporation Stockvote platform (http://www.stockvote.com.tw) and vote according to the instructions provided. Voting rights exercised by electronic means in accordance with the stipulations of the Company Act shall be deemed to have attended the shareholders’ meeting in person. In case a shareholder has exercised his/her/its voting power in writing or by way of electronic transmission, and has also authorized a proxy to attend the shareholders' meeting in his/her/its behalf, then the voting power exercised by the authorized proxy for the said shareholder shall prevail.

  • VIII. In accordance with Article 172 of the Company Act, Articles 26-1 and 43-6 of the Securities

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and Exchange Act, and other associated regulations, the content of shareholder meeting proposals can be found on the Market Observation Post System (https://mops.twse.com.tw) by selecting "Electronic Books/Shareholders' meetings" or "Profiles/Company Profile/Web Address" and linking to the Corporation's website.

IX. No souvenirs will be distributed at the Annual General Meeting.

Sincerely Yours

The Board of Directors of Dyaco International Inc.

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