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E.S.F.H — AGM Information 2022
Jun 29, 2022
52215_rns_2022-06-29_abbf50b0-5cd4-418b-acad-dea4583a87c1.pdf
AGM Information
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NOTICE OF ANNUAL SHAREHOLDERS MEETING 2022
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The Company's 2022 annual general meeting (AGM) will be held in the Taipei Hero House at No. 20, Sec. 1, Changsha St., Taipei, Taiwan at 9:00 A.M. on June 17, 2022 (Friday). The meeting will be open for registration from 8:30 A.M.
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Agenda:
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2.1 Reported matters:
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(a). Report on the state of business for fiscal year 2021 by the President.
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(b). Report on the inspection and auditing of the final account for fiscal year 2021 and communications with internal auditing officers by the Audit Committee.
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(c). Amendment of the Corporate Social Responsibility Best Practice Principles and renaming of the Principles to Sustainable Development Best Practice Principles.
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(d). Report on the Company’s project for promoting sustainable development.
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(e). The status of remuneration distribution to employees and directors.
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(f). Report on the Company’s remuneration policy for directors and managers.
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(g). Report on the change of independent auditors
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2.2 Acknowledged matters:
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(a). Business reports and financial statements for fiscal year 2021.
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(b). Proposal of net income distribution for fiscal year 2021.
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2.3 Matters for Discussion:
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(a). Amendment to the Company’s Article of Incorporation
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(b). Proposal of capital increase from retained earnings and remuneration to employees.
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(c). Amendment to the Company’s Procedure of Acquiring or Disposing Assets
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(d). Amendment to the Company’s Procedure of Derivative Product Transactions.
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(e). Amendment to the Rules for Procedure of Shareholders' Meeting.
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2.4 Extemporary Motions: None
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The Company’s board of directors passed the 2021 earnings distribution as follows:
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(a). Stock Dividend: Total amount of TWD $9,000,000,000, equivalent to circa TWD $0.67 per share. (circa 67 shares per 1,000 shares)
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(b). Cash Dividend: Total amount of TWD $8,947,582,000, equivalent to TWD $0.67 per share. (NT$ 670 per 1,000 shares)
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(c). For variation of the stock (cash) dividend payout ratio as a result of change in number of shares outstanding, due to any reason hereafter, the Chairperson is authorized by the Company to make discretionary adjustments.
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In accordance with Article 165 of the Company Act, book closure period will be from April 19, 2022 to June 17, 2022.
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If the items on the agenda include content which shall be manifested as requested by Article 172 of Company Act, the relevant information will be disclosed on Taiwan Stock Exchange Market Observation Post System (http://mops.twse.com.tw). (Website route: Electronic Books/Shareholders’ meetings. Search stock code “2884” and year “2022” for supplementary files.)
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In addition to announcement on the Taiwan Stock Exchange's Market Observation Post System, shareholders will be notified of this meeting via letter, which will also include a proxy form. For the attendance, please note the following information.
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(a). If shareholders cannot attend the meeting, they may exercise their rights to vote by electronic voting. The voting period will be from May 18, 2022 to June 14, 2022. Please log onto the website “TDCC Stock Vote” established by Taiwan Depository & Clearing Corporation at https://www.stockvote.com.tw and follow its instructions to vote.
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(b). Shareholders attending the meeting in person shall either present or mail back the first part of the notification letter.
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(c). If a proxy is to attend on behalf of the shareholder, the second part of the notification letter shall be filled out and received by the Company no later than five days before the meeting. After the document’s correctness is checked, the attending permission card will be sent to the proxy.
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(d). Shareholders and proxies attending the meeting shall present identification documents to register.
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If there is (are) a person (s) soliciting proxy forms, the Company will, in accordance with the relevant laws and regulations, compile related information and upload it to Securities & Futures Institute’s website by May 17 (Tuesday), 2022. Shareholders can access this information at http://free.sfi.org.tw. The Company's Administration Management Department (stock affairs) is responsible for the calculating and verifying proxy for this AGM.
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Additional information regarding the live streaming is stated below:
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(a). Shareholders who intend to virtually attend the shareholders’ meeting can register at the platform of Taiwan Depository & Clearing Corporation (http://www.stockvote.com.tw) from May 18, 2022 to June 14, 2022. If proxies or solicitors plan to virtually attend the meeting, they shall deliver the “Online Attendance Letter” to the Company’s Administration Management Department (stock affairs) by 4:00 P.M. on June 14, 2022. Shareholders, proxies and solicitors who virtually attend can start to register attendance 30 minutes prior to the
shareholders’ meeting, and then they will be deemed as attending in person.
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(b). In the shareholders’ meeting, shareholders, proxies and solicitors who virtually attend can exercise voting rights. If they don’t exercise the rights, they will be considered as abstaining from the voting. They can raise questions on each motion. For each person, the number of questions to each motion shall not exceed 2, and the number of words of each question shall not exceed 200.
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(c). If shareholders have any questions about the registration, attendance, internet connection, or platform operation, they can contact the Company’s Administration Management Department (stock affairs) at 02-2719-1313#1. If shareholders encounter unstable communication, connection lag, or technical difficulties to watch the live streaming, ask questions, or exercise voting rights due to personal matters while virtually attending the shareholders’ meeting, the Company takes no responsibility therefor. If shareholders have relevant concerns, shareholders are recommended to exercise voting rights through online voting platform in advance or to attend the shareholders’ meeting in person.
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(d). In the event that the live streaming platform fails or shareholders have difficulty attending virtually due to natural disasters, incidents, or other force majeure, if the problem cannot be solved within 30 minutes, the following actions will be taken.
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i. The Company will postpone or reconvene their meeting at 9:00 A.M. on June 22, 2022 in the Taipei Hero House at No.20, Sec. 1, Changsha St., Taipei City, Taiwan. Shareholders who have been listed on the shareholders register by the book closure date are entitled to attend the shareholders’ meeting. The Company will not resend their meeting notice and will disclose meeting information on MOPS. Shareholders who do not register to virtually attend the original meeting cannot attend the postponed or reconvened meeting.
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ii. The Company should check the total shares of shareholders that have attended in person. If the total shares reach the legally required number for resolutions in shareholders’ meeting after deducting the shares of shareholders that attend virtually, then the meetings should be continued. Shareholders, proxies and solicitors who attend virtually will be considered as abstaining from the voting for all motions. If shareholders encounter this situation, they can contact the Company’s Administration Management Department (stock affairs) at 02-2719-1313#1.
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iii. If the results of all motions have been announced but the extempore motion session is not implemented, all motions of the shareholders’ meeting will be regarded as completed and the meeting will not be reconvened.
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(e). This shareholders’ meeting is not open to those who are not shareholders of the Company. In order to protect the rights and interests of attendees, shareholders who attend virtually shall refrain from distributing or forwarding the link of live streaming
and are prohibited from recording the shareholders meeting by means of machine, video software, etc.
| Informatio n of the live streaming |
Electronic voting platform/ Live streaming platform for shareholders’ meetings |
Relevant information and instructions of the live streaming platform |
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|---|---|---|---|
| https://www.stockvote.com.tw | https://www.tdcc.com.tw/portal/zh/page/sho w/402897967d841dba017e8eea7fc5009c |
Best regards,
E.SUN Financial Holding Company