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ETERNAL AGM Information 2020

Jun 22, 2020

51898_rns_2020-06-22_4baa25fc-5970-4809-92d0-0854c81195af.pdf

AGM Information

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Meeting Notice for Annual Shareholders’ Meeting

(Summary Translation)

  • I. The 2020 annual meeting of shareholders shall convene at 9:30 a.m. on June 18, 2020, at No. 22, Changxing Road, Luzhu District, Kaohsiung City (Eternal Arts and Cultural Center at the Company's Lu-Chu Plant).

    • Registration for shareholders will begin at 9:00 a.m. at the same venue. Reasons for calling this meeting are as follow:
    1. Management Presentations : (1) The Company's 2019 Business Report. (2) Audit Committee's Review Report on the 2019 Financial Statements. (3) The Company's endorsements/guarantees balances as of 2019. (4) 2019 Employees' and Directors' Compensations Distribution Report. (5)The Company's issuance of corporate bonds.

    2. Proposals : (1) The Company's 2019 Business Report and Financial Statements. (2)2019 Earnings Distribution Plan.

    3. Discussions : (1) To amend certain Articles of the Company's "Procedures for Lending Funds to Others". (2) To amend certain Articles of the Company's "Procedures for Endorsements and Guarantees". (3) To amend certain Articles of the Company's "Rules of Procedure for Shareholders Meeting".

    4. Election : By-election for one Independent Director.

    5. Questions and Motions

  • II. For the Company's earnings distribution in 2019, the Board of Directors have resolved the following in a Board meeting on March 27, 2020:

    • The Company proposes to distribute NT$1,736,391,237 of earnings, or NT$1.4 per share, as dividends for shareholders. The cash dividend distribution will be rounded to the nearest whole New Taiwan Dollar (NTD), and any fractional shares will be contributed toward the Company's Employees Welfare Committee. After approval from the Shareholders' Meeting, the Company proposes to authorize the Chairman to be in charge of relevant matters including establishing an ex-dividend date and more.
  • III. The by-elections will be for one seat of Independent Director and will adopt the candidate nomination system. The list of nominee is as follows: Mr. I-heng Chen. In case investors wish to inquire the candidate's relevant data including academic and professional experiences, relevant information can be queried at the Market Observation Post System (MOPS) at http://mops.twse.com.tw/mops/web/t146sb10. Please enter "Company code: 1717" and query at "Type of announcement: announcement related to elections of directors/supervisors that adopt the candidate nomination system".

  • IV. Any matter concerning the regulations stipulated in Article 172 of the Company Act, shall be specified in the reason for calling the Shareholders' Meeting, and to be made available on the MOPS (website: http://mops.twse.com.tw). Please select Basic Information/E-books/Annual Report and Information Related to Shareholders' Meeting, and key in the Company code

"1717" and year "2020" and select "Reference Information for Proposals at Shareholders' Meeting."

  • V. Pursuant to Article 165 of the Company Act, share transfer shall cease between April 20, 2020 to June 18, 2020.

  • VI. In addition to the announcement, each shareholder of the Company is provided with one copy of Attendance Notice and one copy of Letter of Entrustment. Please kindly attend if you can. The shareholders who have decided to attend the meeting in person, shall sign or seal on the Attendance Notice (return of the form by post is not required), and bring it for registration on the day of the meeting. If shareholders need to entrust a proxy to attend, they shall sign or seal on the Letter of Entrustment, and fill in the proxy's name and address, which is to be sent back to the Company's agency: Shareholder Services Department of President Securities Corporation, at least five days before the meeting. The agency department will send out the attendance certificate according to the information on the Letter of Entrustment to the proxy entrusted.

  • VII. If there are shareholders soliciting the Letter of Entrustment, the Company will upload the summary table of materials solicited by shareholders to the website of Securities and Futures Institute on May 18, 2020. The investors who wish to make an inqury can simply fill in the inquiry criteria at "Letter of Entrustment Free Inquiry System" on the SFI website (https://free.sfi.org.tw).

  • VIII.In this Shareholders' Meeting, voting power may be executed through an electronic form during the period from May 19, 2020 to June 15, 2020.

    • Please log onto the e-voting platform for Shareholders' Meeting of Taiwan Depository & Clearning Corporation (website: http://www.stockvote.com.tw) for voting.
  • IX. The statistical and verification institution for this General Shareholders' Meeting is the Shareholder Services Department of President Securities Corporation.

  • X. Please proceed accordingly.

Sincerely,

Esteemed Shareholders

The Board of Directors of Eternal Materials Co., Ltd.