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E.SUN FINANCIAL HOLDING COMPANY, LTD. — Proxy Solicitation & Information Statement 2026
May 12, 2026
52215_rns_2026-05-12_adda408c-1d30-4112-a4a9-7834ce26db0a.pdf
Proxy Solicitation & Information Statement
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NOTICE OF ANNUAL SHAREHOLDERS MEETING 2026
- The Company's 2026 annual general meeting (AGM) will be held at Evergreen International Convention Center, CHANG YUNG-FA FOUNDATION, 11F., No. 11, Zhongshan S. Rd., Zhongzheng Dist., Taipei City, Taiwan, at 9:00 A.M. on June 12, 2026 (Friday). The meeting will be open for registration from 8:30 A.M.
Agenda:
1.1 Reported matters:
(1) Report on the business overview for fiscal year 2025 by the President.
(2) Report on the inspection and auditing of the final accounts for fiscal year 2025 and communications with internal audit officers by the Audit and Risk Management Committee.
(3) Status of corporate bond issuance.
(4) Report on the Company’s project for promoting sustainable development.
(5) Status of remuneration distribution to employees and directors.
1.2 Acknowledged matters:
(1) Business reports and financial statements for fiscal year 2025.
(2) Proposal of earnings distribution for fiscal year 2025.
1.3 Matters for Discussion:
(1) Amendment to the Company’s “Procedures for Acquisition or Disposal of Assets”.
(2) Amendment to the Company’s "Procedure for Engaging in Derivatives Trading".
(3) Amendment to the Rules of Procedure of Shareholders' Meeting.
1.4 Extemporary Motions: Election of eleven (11) directors for the ninth term of the Board of Directors.
1.5 Other Proposal(s): Permission for directors to engage in competitive conduct.
1.6 Extemporary Motions.
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The Company’s board of directors has passed the 2025 earnings distribution as follows:
(a) Cash dividend: Total amount of TWD $22,643,600,000, equivalent to TWD $1.40 per share. (TWD $1,400 per 1,000 shares)
(b) For variation of the stock (cash) dividend payout ratio as a result of a change in the number of shares outstanding, due to any reason hereafter, the Chairperson is authorized by the Company to make discretionary adjustments. -
In accordance with Article 165 of the Company Act, the book closure period will be from April 14, 2026 to June 12, 2026. If items of the meeting agenda include content which is required to be disclosed pursuant to Article 172 of the Company Act, the relevant information will be disclosed on Taiwan Stock Exchange Market Observation Post System (https://mops.twse.com.tw, Website route: Electronic Books/Shareholders' meetings. Search stock code "2884" and year "2026" for supplementary files.)
- Proposal to Release Directors of the 9th Board from the Non-Competition Restriction Pursuant to Article 209 of the Company Act, the Company hereby submits, for the approval of the shareholders' meeting, a proposal to release the directors elected for the 9th term of the Board from the non-competition restriction.
Information regarding the directors' concurrent positions is available on the Market Observation Post System (MOPS) at https://mops.twse.com.tw (Single Company/ Electronic Document Download/ Annual Report and Shareholders' Meeting Materials; enter company code 2884 and year 115, then select "Meeting Handbook
- 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 attendance, please note the following information.
(a). If shareholders cannot attend the meeting, they may exercise their rights to vote by electronic voting. The voting period will be from May 13, 2026 to June 9, 2026. Please log on to the website "TDCC Stock Vote" established by Taiwan Depository & Clearing Corporation at https://stockservices.tdcc.com.tw and follow its instructions to vote.
(b). Shareholders attending the meeting in person shall either present or mail back the first part of the notification letter.
(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.
(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 12, 2026. Shareholders can access this information at (https://free.sfi.org.tw), and enter the company code 2884 to inquire. The Company's Administration Management Department (stock affairs) is responsible for calculating and verifying proxies for this AGM.
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The Company adopts candidate nomination system for election of board members of the ninth term board of directors. The director candidate list is shown below.
| Number | Title | Name | Number | Title | Name |
|---|---|---|---|---|---|
| 1 | Director | Joseph N.C.Huang | 7 | Independent Director | Peter Yu |
| 2 | Director | Mao-Chin Chen | 8 | Independent Director | Ying-Hsin Tsai |
| 3 | Director | Representative of Hsin Tung Yang Co., Ltd.
Charles Mai | 9 | Independent Director | Ming-Huei Hsieh |
| --- | --- | --- | --- | --- | --- |
| 4 | Director | Representative of Fu-Yuan Investment Co.,Ltd.
Wei-Han Chen | 10 | Independent Director | Hung-Chang Chiu |
| 5 | Director | Representative of Shang Li Car Co.,Ltd.
Chien-Li Wu | 11 | Independent Director | Ruey-Lin Hsiao |
| 6 | Director | Chin-Hsin Hsu | | | |
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For shareholders who cannot attend in person nor register to virtually participate in the AGM via video streaming two days prior to the meeting, they may search “玉山金控股東常會” on YouTube (https://www.youtube.com/) to watch the live streaming during the meeting. Please note that shareholders who watch on YouTube cannot exercise shareholders' rights to speak, raise questions by text, or vote.
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Additional information regarding the video streaming is stated below:
(a). Shareholders who intend to virtually attend the shareholders' meeting can register at the platform of Taiwan Depository & Clearing Corporation (https://stockservices.tdcc.com.tw) from May 13, 2026 to June 9, 2026. If proxies or solicitors plan to virtually attend the meeting, they shall deliver the "Online Attendance Letter" to the Company's Administration Management Department by 4:00 P.M. on June 9, 2026. Shareholders who virtually attend can start to register attendance 30 minutes prior to the shareholders' meeting, and then they will be deemed to be attending in person.
(b). In the shareholders' meeting, shareholders, proxies and solicitors who virtually attend can exercise voting rights. If they do not exercise the rights, they will be deemed to have abstained. Questions shall be raised in the form of text. There is a limit of two questions for each motion, and the word count limit for each question is 200 words.
(c). If shareholders have any questions about the registration, attendance, internet connection, or platform operation, they can contact the Company's Administration Management Department at 02-2719-1313#1. If shareholders encounter unstable communication, connection lag, or technical difficulties in watching the live streaming, ask questions, or exercise voting rights due to personal matters while virtually attending the shareholders' meeting, the Company assumes no responsibility therefor. If shareholders have relevant concerns, shareholders are recommended to exercise voting rights through the online voting platform in advance or to attend the shareholders' meeting in person.
(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, and the problem cannot be solved within 30 minutes, the following actions will be taken.
i. If the total shares do not reach the legally required minimum for shareholders’ meeting after deducting the shares of shareholders that attend virtually, the Company will postpone or reconvene the meeting at 9:00 A.M. on June 17, 2026 in Evergreen International Convention Center CHANG YUNG-FA FOUNDATION, 8F., No. 11, Zhongshan S. Rd., Zhongzheng Dist., 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 the 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.
ii. 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 meeting should be continued. Shareholders, proxies and solicitors who attend virtually will be deemed to have abstained from voting for all motions. If shareholders encounter this situation, they can contact the Company’s Administration Management Department at 02-2719-1313#1.
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.
| Information of the live streaming | TDCC’s “Stock Service E-Platform” offers services like e-voting, virtual AGMs, and electronic shareholder notices | Relevant information and instructions of the live streaming platform |
|---|---|---|
| https://stockservices.tdcc.com.tw | https://www.tdcc.com.tw/portal/zh/page/show/402897967d841dba017e8eea7fc5009c |
The Notice is made in English and Chinese. In case of any discrepancy between the English and the Chinese versions, the Chinese version shall prevail.
Best regards,
E.SUN Financial Holding Company