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FOPCO AGM Information 2023

Jul 6, 2023

51752_rns_2023-07-06_9a64cf0e-d648-4203-824c-1499ca186cb6.pdf

AGM Information

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FORMOSA OILSEED PROCESSING CO., LTD. Notice for 2023 Regular Shareholders’ Meeting

  1. The company has scheduled to convene its 2023 regular shareholders’ meeting at No. 453, Sec. 1, Shatian Rd., Dadu Dist., Taichung City (Meeting Room of the Company Building) at 9 a.m., on June 29, 2023 (Thursday). The shareholders’ meeting admission time will start at 08:30 a.m. at the meeting venue. The meeting agendas are as follows:

  2. (I) Matters for Report: 1. Business Report of 2022; 2. Audit Committee Review Report of 2022; 3. Report of the Employees’ and Directors Remuneration Distribution of the Company for 2022; 4. Report of Cash Dividends Distribution of the Company for 2022; and, 5. Report of Endorsement and Guarantee of the Company.

  3. (II) Matters for Ratification: 1. Business Report of 2022 and Parent-Company Only and Consolidated Financial Statements; and 2. Earnings Distribution of 2022.

  4. (III) Matters for Discussion: 1. The Capital Increase Out of Retained Earnings and Issuance of New Stock of 2022; 2. The amendment to partial articles of the Company’s “Articles of Incorporation”; and 3. The amendment to partial articles of the Company’s “Rules of Procedure for Shareholders’ Meeting”

  5. (IV) Extraordinary Motions

  6. The main contents of the Earnings Distribution of 2022 resolved by the Company's board of directors are as follows: (1) Cash Dividends: 1. The Company proposed to appropriate 328,054,577 NTD from distributable earnings as cash dividends, with a distribution of 1.5 NTD per share and round down to a dollar, the total amount of fractional share is accounted into the Company’s other income. 2. For this dividend’s distribution, the exdividends date, distribution date, and other relevant affairs will be set otherwise by the Board of Directors (2) Stock Dividends: 1. The Company to enrich capital and reinforce financial structure, proposed to appropriate 109,351,530 NTD from distributable earnings to increase capital and issue new shares by 10,935,153 shares, with the face value of 10 NTD per share. 2. This capital increase and issuance of new shares out of retained earnings is distributed by the shareholding ratio documented in the shareholders’ roster on distribution (capital

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increase) date, with a distribution of 50 shares per a thousand shares. 3. For fractional shares insufficient for a single share, the shareholder can apply for combining to whole share from the Company’s stock affair agency within five days from the date of share transfer stop when ex-right, fractional shares that couldn’t be combined to whole share will be distributed in cash rounding down to a dollar at face value under article 240, the Company Act, and the Chairperson is authorized to contact specific person or persons for subscription at face value. For all shareholder participates in book-entry share distribution, their fractional share insufficient for whole share will be used as the book-entry fee. 4. The new shares issued this capital increase, its rights, interests, and obligations are the same as common shares that are issued originally. 5. This capital increase and issuance of new shares, as soon as the authorities approve after the passage on the shareholders’ meeting, the Company will authorize the board of director to set the payment (capital increase) date and relevant matters otherwise. (3) If the dividends distribution aforementioned, due to the Company’s equity changes affecting the share amount issued, alters its ratio, the board of directors will be authorized to take full charge of management under the Company Act or other relevant laws and regulations.

  1. When items specified in Article 172 of the Company Act are contained in the main reasons of this general shareholders’ meeting, apart from listing them in the notice to meeting, please visit the Market Observation Post System ( https://mops.twse.com.tw ) and select Basic information → Electronic books → Annual Report & Meeting of Shareholders→ Company code or Abbreviation/ Year→ “Reference materials for various proposals of the shareholders meeting" or "Handbook and supplementary information for the meeting".

  2. In accordance with Article 165 of the Company Act, the transfer of shares shall be suspended from May 1, 2023 to June 29, 2023.

  3. In addition to the announcement, this letter is particularly delivered to you, with each attendance notification and proxy form attached in this meeting notice, your presence is requested and hope you can take the time to attend. If the shareholder is attending the meeting in person, please sign and stamp on the second page of attendance notification form and carry it to the check-in desk on the day of the meeting without sending back by mail. In the case that an agent is entrusted to attend the meeting, the shareholder shall sign and stamp on the second page of proxy form and then deliver the proxy form to the Company's stock affairs representative - the Stock Affairs Agency Department of Capital Securities Corporation, 5 days prior to the day of the meeting. The

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attendance notification form will be filled in by the stock affairs representative, and be mailed to the shareholder's agent for receipt to attend the shareholders’ meeting.

  1. For any shareholders who intend to solicit Proxy Attendance Cards, the Company will consolidate the acquirers’ information and disclose them on the Securities & Futures Institute website on May 29, 2023. For an investor to inquire, please enter the following URL “https://free.sfi.org.tw” to visit “Proxy Form Acquisition Related Inquiry System”, click “Enter Information of Public Announcement for Proxy Forms Here” and input the terms of inquiry.

  2. The proxies shall be checked and verified by Stock Affairs Agency of Capital Securities Corporation.

  3. Shareholders may exercise their voting rights through the Internet during the period from May 30, 2023, to June 26, 2023. Please sign in the STOCKVOTE platform of Taiwan Depository & Clearing Corporation (https://www.stockvote.com.tw) and vote in accordance with related instructions.

Sincerely,

The Board of Directors of Formosa Oilseed Processing Co., Ltd.

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