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FROCH AGM Information 2021

Nov 8, 2021

51956_rns_2021-11-08_e53fac50-f7f7-48a0-9b48-414b0a533d04.pdf

AGM Information

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==> picture [455 x 64] intentionally omitted <==

Meeting Minutes of the 2021 Annual General Meeting of Shareholders

Time and Date: 9:00 a.m., August 19, 2021 (Thursday)

Venue: No. 7, Dougong 10th Rd., Tou-Liu City, Yun-Lin 640, Taiwan.

(Douliu Industrial Park Service Center)

Number and Percentage of Shares Present: 201,362,948 shares present, accounting for 71.78% of the total 280,526,027 shares issued by the Company.

The Directors present at the meeting were Ping-Yao Chang, Yi-Cheng Shih, Representative of Shin Chieh Shin Co., Ltd. - Hsin-Ta Chang, Representative of Shin Chieh Shin Co., Ltd. - Tsao-Chi Yang, Independent Directors of Shun-Te Wen, Ying-Fang Lee, and Shu-Fu Wang. A total of 7 Directors present.

The Chairman called the meeting to order.

Attendees: Ai-Ling Hong, CPA of Deloitte and Touche

Chung-Ren Lin, Attorney at Law.

Chairman: Ping-Yao Chang, Chairman of the Board of Directors

Recorder: Yi-Cheng, Shih

One. Reports

Motion 1

Subject: Report on 2020 business performance, as presented.

Explanatory Notes: Please refer to the 2020 Business Report (as attached).

Motion 2

Subject: Audit Committee's review of the 2020 year-end accounts, as presented.

Explanatory Notes: Please refer to the Audit Committee's Review Report (as attached).

Motion 3

Subject: Report on the allocation of 2020 employee and director remuneration, as presented. Explanatory Notes: Please refer to the Allocation of 2020 Employee and Director Remuneration (as attached).

Motion 4

Subject: Report on treasury stock buyback and execution, as presented.

Explanatory Notes: Please refer to the Treasury Stock Buyback and Execution (as attached).

Two. Ratifications and Discussions

Motion 1

(Proposed by the Board of Directors)

  • Subject: Ratification of the 2020 business report and year-end accounts, as presented Explanatory Notes: 1. The Company has complied its 2020 year-end accounts including Business Report, Individual Financial Statements and Consolidated Financial Statements. All above statements have been audited by Certified Public Accountants and reviewed by the Audit Committee and are hereby presented for ratification in shareholder meeting.

  • Please refer to the Business Report, the Audit Committee's Review Report, and the aforementioned financial statements, respectively (as attached).

  • Resolution: 197,401,134 shares present, among which 193,013,084 voted in favor (with 112,905,961 votes casted electronically), accounting for 97.77% of the total votes. 8,343 voted for against (with 8,343 votes casted electronically) and 4,379,707 votes abstained (with 3,879,707 votes casted electronically). The votes in favor have a quorum and the proposal was accepted.

Motion 2 (Proposed by the Board of Directors)

  • Subject: Ratification of the Company's 2020 earnings appropriation, as presented. Explanatory Notes: Please refer to the 2020 Earnings Appropriation Report (as attached).

  • Resolution: 197,401,134 shares present, among which 193,206,456 voted in favor (with 113,099,333 votes casted electronically), accounting for 97.87% of the total votes. 9,349 voted for against (with 9,349 votes casted electronically) and 4,185,329 votes abstained (with 3,685,329 votes casted electronically). The votes in favor have a quorum and the proposal was accepted.

Motion 3

(Proposed by the Board of Directors)

  • Subject: Amendments to the Company's "Articles of Incorporation", as presented. Explanatory Notes: Please refer to the Comparison Table of Existing and Revised "Articles of Incorporation" (as attached).

  • Resolutions: 197,401,134 shares present, among which 193,209,146 shares voted in favor (with 113,102,203 votes casted electronically), accounting for 97.87% of the total votes. 8,358 voted for against (with 8,358 votes casted electronically) and 4,183,630 votes abstained (with 3,683,630 votes casted electronically). The votes in favor have a quorum and the proposal was accepted.

Motion 4 (Proposed by the Board of Directors)

Subject: Amendments to the Company's "Shareholder Conference Rule", as presented. Explanatory Notes: Please refer to the Comparison Table of Existing and Revised "Shareholder Conference Rule" (as attached).

Resolutions: 197,401,134 shares present, among which 193,211,153 voted in favor (with 113,104,030 votes casted electronically), accounting for 97.87% of the total votes. 8,372 voted for against (with 8,372 votes casted electronically) and 4,181,609 votes abstained (with 3,681,609 votes casted electronically). The votes in favor have a quorum and the proposal was accepted.

Three. Election: None

Four. Extraordinary Motions: None Five. Meeting Adjourned, 0928 a.m.