FTC — AGM Information 2019

Jul 9, 2019

FOXCONN TECHNOLOGY CO., LTD.

2019 Annual Shareholders’ Meeting Minutes

Time: June 21, 201 (Friday) at 9:00 am

Place: No.66-1, Chungshan Rd, Tucheng Industrial Park, Tucheng District, New Taipei City, Taiwan Attendees: The company had reached its quorum, with the attendance and attendance by proxy of

988,418,982 shares, accounting for 69.87% of the company’s total issued shares (excluding shares that have no voting power in accordance with Article 179 of the Company Act).

Chairman: President Hung Chih-Chien Recorder: Tracy Liou

Attendees: Lin Song-Shu, Independent Director

Yu Hsiang-Tun, Independent Director

CPA Wen-Li Huang

Attorney Jia-Hsiang Liu

Lan Yuan-Wen, Accounting Manager

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 2018.(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.Please Review.

D. Acceptance, Discussion and Election Matters:

Proposal I. (Proposed by the Board of Directors)

Subject: Ratification of the 2017 Business Report and Audited Financial Statements. Please Review. Explanatory Notes:

• (1)The 2018 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: 988,418,982 shares were represented at the time of voting (including959,171,182 shares casted electronically)

(including959,171,182 shares casted electronically)	(including959,171,182 shares casted electronically)
Voting Results		% of the total represented sharepresent
In Favor	878,816,916votes (849,686,672votes)	88.91%
Against	133,111votes (133,111votes)	0.01%
Invalid	0vote (0vote)	0.00%
Abstained	109,468,955votes (109,351,399votes)	11.07%

1

Proposal II. (Proposed by the Board of Directors)

Subject: Ratification of 2018 earnings distribution. Please Review. Explanatory Notes:

1. The 2018 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.

2. The Company's net profit after tax is NT$9,146,658,556, of which NT$914,665,856 is allocated as legal reserve and NT$46,491,528 as special reserve. Unappropriated earnings of NT$57,427,384,637 at the beginning of the period is added to the remaining profits, deducting IFRS transition adjustments of NT$16,842,668, plus the 2018 gains from revaluation of defined benefit plans of NT$775,190 and deducting the 2018 financial assets at fair value through other comprehensive income of NT$15,714,787, which resulted in NT$65,581,103,544 of accumulated distributable earnings as of December 31, 2018.

3. The Company plans to distribute dividends of NT$4,526,352,615. Each common share holder will be entitled to receive cash dividends of NT$3.2 per share. The aforementioned dividends will be distributed from 2018 available earnings.

4. The cash dividends will be calculated to the nearest NTD, the remainder will be transferred into the “ Employee Welfare Committee ” account.

5. 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.

6. 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: 988,418,982 shares were represented at the time of voting

(including 959,171,182 shares casted electronically).

Voting Results		% of the total represented sharepresent
In Favor	881,738,725votes (852,608,481votes)	89.20%
Against	149,245votes (149,245votes)	0.01%
Invalid	0vote (0vote)	0%
Abstained	106,531,012votes (106,413,456votes)	10.77%

2

FOXCONN TECHNOLOGY CO., LTD.

2018 Earnings Allocation Table

Unit: NTD

		Unit: NTD
Items	Amount	Note
2018 netprofit after-tax	9,146,658,556
Less: Legal reserve(10%)	914,665,856
Less : Special reserve	46,491,528
Distributable earnings in 2018	8,185,501,172
Add : Beginningbalance of unappropriated earnings	57,427,384,637
Less : IFRS transition adjustments	16,842,668
Add : 2018 Gains from revaluation of defined benefit plans	775,190
Less : 2018 Financial assets at fair value through other comprehensive income	15,714,787
Accumulated distributable earnings as of December 31,	65,581,103,544
Distributable items
Cash dividends to shareholders	4,526,352,615	NT$3.2per
Endingbalance of unappropriated earnings	61,054,750,929

President: Hung Chih-Chien CEO: Lee Han-Ming Accounting Manager: Lan Yuan-Wen

Proposal III. (Proposed by the Board of Directors)

Subject: Amendments of Articles of Incorporation, please review it.

Explanatory Notes: Amendments of Articles of Incorporation in accordance with relevant laws and regulations. Please refer to attachment 4.

Voting Results: 988,418,982 shares were represented at the time of voting

(including 959,171,182 shares casted electronically)

Voting Results	Voting Results	% of the total represented sharepresent
In Favor	881,754,816votes (852,624,572votes)	89.20%
Against	130,133votes (130,133votes)	0.01%
Invalid	0vote (0vote)	0.00%
Abstained	106,534,033votes (106,416,477votes)	10.77%

Proposal IV. (Proposed by the Board of Directors)

Subject: Amendments of Procedures for Acquisition and Disposal of Assets, please review it.

Explanatory Notes: Amendments of Procedures for Acquisition and Disposal of Assets in accordance with relevant laws and regulations. Please refer to attachment 5

Voting Results: 988,418,982 shares were represented at the time of voting (including 959,171,182 shares casted electronically)

3

Voting Results	Voting Results	% of the total represented sharepresent
In Favor	881,749,834votes (852,619,590votes)	89.20%
Against	135,115votes (135,115votes)	0.01%
Invalid	0vote (0vote)	0.00%
Abstained	106,534,033votes (106,416,477votes)	10.77%

Proposal V. (Proposed by the Board of Directors)

Subject: Amendments of Procedures for Loaning Funds to Others, please review it.

Explanatory Notes: Amendments of Procedures for Loaning Funds to Others in accordance with relevant laws and regulations. Please refer to attachment 6 Voting Results: 988,418,982 shares were represented at the time of voting

(including 959,171,182 shares casted electronically)

mendments of Procedures for Loaning Funds to Others, please review it. y Notes: Amendments of Procedures for Loaning Funds to Others in relevant laws and regulations. Please refer to attachment 6 ults: 988,418,982 shares were represented at the time of voting (including959,171,182 shares casted electronically)	mendments of Procedures for Loaning Funds to Others, please review it. y Notes: Amendments of Procedures for Loaning Funds to Others in relevant laws and regulations. Please refer to attachment 6 ults: 988,418,982 shares were represented at the time of voting (including959,171,182 shares casted electronically)	accordance w
Voting Results		% of the total represented sharepresent
In Favor	881,734,722votes (852,604,478votes)	89.20%
Against	146,643votes (146,643votes)	0.01%
Invalid	0vote (0vote)	0.00%
Abstained	106,537,617votes (106,420,061votes)	10.77%

Proposal VI. (Proposed by the Board of Directors)

Subject: Amendments of Procedures for Endorsements/Guarantees, please review it.

Explanatory Notes: Amendments of Procedures for Endorsements/Guarantees in accordance with the relevant laws and regulations. Please refer to attachment 7

Voting Results: 988,418,982 shares were represented at the time of voting

(including959,171,182 shares casted electronically)

relevant laws and regulations. Please refer to attachment 7 ults: 988,418,982 shares were represented at the time of voting (including959,171,182 shares casted electronically)	relevant laws and regulations. Please refer to attachment 7 ults: 988,418,982 shares were represented at the time of voting (including959,171,182 shares casted electronically)
Voting Results		% of the total represented sharepresent
In Favor	881,739,834votes (852,609,590votes)	89.20%
Against	142,115votes (142,115votes)	0.01%
Invalid	0vote (0vote)	0.00%
Abstained	106,537,033votes (106,419,477votes)	10.77%

4

Proposal VII. (Proposed by the Board of Directors)

Subject: Amendments of Procedures Governing Derivatives Trading, please review it.

Explanatory Notes: Amendments of Procedures Governing Derivatives Trading in accordance with relevant laws and regulations. Please refer to attachment 8

Voting Results: 988,418,982 shares were represented at the time of voting

(including959,171,182 shares casted electronically)

y Notes: Amendments of Procedures Governing Derivatives Trading in relevant laws and regulations. Please refer to attachment 8 lts: 988,418,982 shares were represented at the time of voting (including959,171,182 shares casted electronically)	y Notes: Amendments of Procedures Governing Derivatives Trading in relevant laws and regulations. Please refer to attachment 8 lts: 988,418,982 shares were represented at the time of voting (including959,171,182 shares casted electronically)	accordance w
Voting Results		% of the total represented sharepresent
In Favor	881,752,654votes (852,622,410votes)	89.20%
Against	130,115votes (130,115votes)	0.01%
Invalid	0vote (0vote)	0.00%
Abstained	106,536,213votes (106,418,657votes)	10.77%

Proposal VIII. (Proposed by the Board of Directors)

Subject: Re-election of directors, please proceed with the elections. Explanatory Notes:

1. The term of office of this session of the Board will end on June 25, 2019, and all the directors shall be re-elected in accordance with the Articles of Incorporation during the shareholders ’ meeting of the current fiscal year.

2. 7 new directors (including 3 independent directors) shall be elected and their term of office will begin on June 26, 2019 and end on June 25, 2022, for a total of three years.

3. The Company ’ s election of directors is adopted under a candidate nomination system, the roster of director candidates has been reviewed and approved in the second session of the Board of Directors ’ meeting in 2019 and the shareholders shall elect the directors from among the nominees included in the roster of director candidates. For the educational background, past work experience and other relevant information of the director candidates, please refer to Attachment 9.

4. Please proceed with election.

Resolutions: Elected directors are as follows:

Hyield Venture Capital Ltd. Representative: Hung Chih-Chien, 859,103,986 approval votes,

Hyield Venture Capital Ltd. Representative: Hung Chih-Chien, 807,385,910 approval votes,

• Caixin International Investment Ltd. Representative:Dai Feng-Yuan, 806,036,147 approval votes,

Caixin International Investment Ltd. Representative: Lee Xue-Kun, 804,554,991 approval votes.

Elected independent directors are as follows:

Lin Song-Shu, 795,666,324 approval votes,

5

Chen Yao-Ching, 795,556,803 approval votes, Yu Hsiang-Tun, 795,417,899 approval votes.

Proposal IV. (Proposed by the Board of Directors)

Subject: Proposal for releasing restrictions on the prohibition of directors’ participation in competing businesses, please review it.

Explanatory Notes: In order for the Company to successfully expand its business, a resolution plan to release the restrictions on the prohibition of directors' participation in competing businesses in accordance with Article 209 of the Company Act is proposed, please approve it.

Type	Name of Elected Directors	Name of company and title
		Director of CyberTAN Tech.
		Director of InnoLux Corp.
		Director of Altus Technology, Inc.
		Director of An Tec Electric System Ltd.
		Director of King Giants Precision Ind. Ltd.
		Director of JUSDA International Ltd.
		Director of EFEIHU (Taiwan) Ltd.
		Director of Socle Technology Corp.
	Hyield Venture Capital Ltd.	Director of Healthconn Corp.
		Director of HON LIN Technology Ltd.
		Director of Fitipower Integrated Technology Inc
		Director of Taiwan Intelligent Fiber Optic Network
		Ltd.
		Director of Zhong Yang Technology Ltd.
		Director of Foxsemicon Integrated Technology Inc.
		Director of Ezimage Technology Ltd.
		Director of Vossic TechnologyLtd.
Director
		Director of Nanjing Hongfusharp Precision Electronics
		Ltd.
		Director of Fujin Precision Industrial (Jincheng) Ltd.
	Hyield Venture Capital Ltd.	Director of Futaihua Precision Electronics (Chengdu)
		Ltd.
	Representative:Hung
		Director of FUSING International Inc. Pte. Ltd.
	Chih-Chien	Director of Flnet IOT Smart Home Limited, Shenzhen
		Director of FOXCONN–Shenzhen.
		Director of Hongfujin Precision Industries (Shenzhen)
		Ltd.
		General Manager of the Super Precision Mechanical
		Business Group, Hon Hai Precision Industry Ltd.
	Hyield Venture Capital	Director of Jin Ji Zhe Trading Holdings Ltd.
	Ltd.Representative: Cheng	Director of Jizhun Precision Industry Huizhou Ltd.
	Fang-Yi	Director of Futaihua Precision Electronics (Jiyuan)
		Ltd.
		Director of Jizhun Precision Electronics(Jiyuan)Ltd.
Independent
	Lin Song-Shu	Independent Director of Genie Networks Ltd.
Director

6

	Director of General Interface Solution (GIS) Holding
Yu Hsiang-Tun	Limited.
	Independent Director of Advanced Optoelectronic
	TechnologyInc.

Voting Results: 988,418,982 shares were represented at the time of voting

(including959,171,182 shares casted electronically)

59,171,182 shares casted electronically)	59,171,182 shares casted electronically)
Voting Results		% of the total represented sharepresent
In Favor	849,406,561votes (820,276,317votes)	85.93%
Against	358,052votes 358,052votes)	0.03%
Invalid	0vote (0vote)	0.00%
Abstained	138,654,369votes (138,536,813votes)	14.02%

V. Extraordinary Motions: None.

VI. Meeting Adjournment.

7