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FTC — AGM Information 2018
Jul 9, 2018
52024_rns_2018-07-09_5871686c-a00e-461b-8ff5-34cf7ae1d1a5.pdf
AGM Information
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FOXCONN TECHNOLOGY CO., LTD.
2018 Annual Shareholders’ Meeting Minutes
(Translation)
Time: June 22, 2018 (Friday) at 9:00 am
Place: No.66-1, Chungshan Rd, Tucheng Industrial Park, Tucheng District, New Taipei City, Taiwan
Total outstanding shares: 1,414,485,192 shares
Total shares represented by shareholders present in person or by proxy:
976,221,495 shares (including 959,351,703 shares casted electronically) Percentage of shares held by shareholders present in person or proxy:
69.01% of total outstanding shares
Chairman: Hung Chih-Chien Recorder: Tracy Liou
Attendees:
Patrick Hsu, CPA of PWC (Taiwan) Trina Lu, Attorney Yuan-Wen Lan, Accounting Supervisor Zi-Horng Lee, Finance Supervisor
A. Commencement: The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.)
B. Chairman’s address: (Omitted)
C. Report items:
(1) To report business of 2017.(Please refer to attachment 1)
(2)Audit Committee’s review report of 2017 audited financial statements.(Please refer to attachment 2)
(3)Report of the proportion of employee remuneration for the year ended December 31, 2017.
D. Ratification Items:
Proposal I. (Proposed by the Board of Directors)
Subject: Ratification of the 2017 Business Report and Audited Financial Statements. Explanatory Notes:
(1)The 2017 Business Report and Financial Statements of the Company have been approved by the Board of Directors, and have also been reviewed and audited by the Audit Committee.
(2) Please refer to Attachment 1 through Attachment 3 for the documents mentioned above.
Voting Results: 976,221,495 shares were represented at the time of voting (including 959,351,703 shares casted electronically)
| Votes | VotingResults* | % of the total represented share present |
|---|---|---|
| In Favor | 890,241,551 votes (873,897,109 votes) |
91.19% |
| Against | 323,602 votes (323,602 votes) |
0.03% |
| Invalid | 0 votes (0 votes) |
0.00% |
| Abstained | 85,656,342 votes (85,130,992 votes) |
8.77% |
*including shares casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was accepted as proposed.
Proposal II. (Proposed by the Board of Directors)
Subject: Ratification of 2017 earnings distribution. Explanatory Notes:
-
The 2017 profit distribution program of the Company has been submitted by the Board of Directors, in accordance with Company Act and the Articles of Incorporation of the Company, as shown in the following table.
-
The Company’s net profit after taxes for 2017 was NT$9,965,386,354 by deducting the set-aside legal reserve of NT$996,538,635 and adding the accumulated un-appropriated earnings at the beginning of the period amounted NT$53,560,532,137 and deducting 2017 retained earnings adjustment of NT$9,848,527, the available earnings at the end of the period is equal to NT$62,519,531,329.
-
The Company plans to distribute dividends of NT$5,092,146,692. Each common share holder will be entitled to receive cash dividends of NT$3.6 per share. The aforementioned dividends will be distributed from 2017 available earnings.
-
The cash dividends will be calculated to the nearest NTD, the remainder will be transferred into the “Employee Welfare Committee” account.
-
Subject to the approval of the General Shareholders’ Meeting, the ex-dividend date and the payment date for the cash dividend distributions and other related items would be decided by the Chairman.
-
Prior to the ex-dividend date for the distribution, if the number of total shares outstanding has changed due to the repurchasing of shares by the Company, the transfer of treasury shares to employees, or the conversion of shares from domestic convertible bonds, etc., so that the ratio of the cash dividend is changed and must be adjusted, the Chairman is authorized to make such adjustments.
Voting Results: 976,221,495 shares were represented at the time of voting (including 959,351,703 shares casted electronically)
| Votes | VotingResults* | % of the total represented share present |
|---|---|---|
| In Favor | 893,363,805 votes (877,019,363 votes) |
91.51% |
| Against | 287,451 votes (287,451 votes) |
0.02% |
| Invalid | 0 votes (0 votes) |
0.00% |
| Abstained | 82,570,239 votes (82,044,889 votes) |
8.45% |
*including shares casted electronically (numbers in brackets)
FOXCONN TECHNOLOGY CO., LTD. 2017 Earnings Allocation Table
| Unit: NTD | ||
|---|---|---|
| Items | Amount | Note |
| 2017 Netprofits after taxes for theyear | 9,965,386,354 | |
| Less: Appropriated as legal capital reserve(10%) | 996,538,635 | |
| 2017 Available for appropriation of earnings for theyear | 8,968,847,719 | |
| Add: Accumulated un-appropriated earnings at the beginningof theperiod | 53,560,532,137 | |
| deduct: 2017 retained earnings adjustment | 9,848,527 | |
| Earnings available for appropriation at the end of 2017 | 62,519,531,329 | |
| Allocation Items | ||
| Cash Dividends to Shareholders | 5,092,146,692 | NT$3.6per share |
| Un-appropriated earnings | 57,427,384,637 |
President: Hung Chih-Chien CEO: Lee Han-Ming Accounting Manager: Lan Yuan-Wen
RESOLVED, that the above proposal be and hereby was accepted as proposed.
E. Extraordinary Motions: None.
F. Meeting Adjourned.
(The translated document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail.)