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FTC — AGM Information 2020
Jul 13, 2020
52024_rns_2020-07-13_d3b214f2-77b8-4908-ab35-1ffcc6e49888.pdf
AGM Information
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FOXCONN TECHNOLOGY CO., LTD.
2020 Annual Shareholders’ Meeting Minutes (Translation)
Time: June 23, 2020 (Tuesday) at 9:00 am
Place: No.66-1, Chungshan Rd, Tucheng Industrial Park, Tucheng District, New Taipei City, Taiwan
Total shares represented by shareholders present in person or by proxy:971,018,937 shares (including 948,964,296 shares casted
electronically)
Percentage of shares held by shareholders present in person or proxy:68.64% of total outstanding shares
Chairman:Director Kuang-Yao Lee(As designated by the Chairman who is on leave, Kuang-Yao Lee will act on the Chairman’s behalf)
Recorder: Tracy Liou
Attendees:
Kuang-Yao Lee, Director Song-Shu Lin, Independent Dirctor Yao-Ching Chen, Independent Director Hsiang-Tun Yu, Independent Director 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 2019. (Please refer to attachment 1)
(2)Audit Committee’s review report of 2019 audited financial statements. (Please refer to attachment 2)
(3)Report of the proportion of employee remuneration for the year ended December 31, 2019.
- (4)2019 earnings distribution cash dividend status report.
D. Ratification Items:
Proposal I. (Proposed by the Board of Directors)
Subject: Ratification of the 2019 Business Report and Audited Financial Statements. Explanatory Notes:
(1)The 2019 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: 970,993,937 sha res were represented at the time of voting
(including 948,964,296 shares casted electronically)
| Votes | VotingResults* | % of the total represented share present |
|---|---|---|
| In Favor | 872,014,970 votes (849,985,329 votes) |
89.81% |
| Against | 230,951 votes (230,951 votes) |
0.02% |
| Invalid | 0 votes (0 votes) |
0.00% |
| Abstained | 98,748,016 votes (98,748,016 votes) |
10.17% |
*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 2019 earnings distribution.
Explanatory Notes: The 2019 profit distribution program of the Company has been approved by the Board of Directors, and has also been reviewed and audited by the Audit Committee. Please refer to the earnings allocation table.
Voting Results: 970,993,937 shares were represented at the time of voting (including 948,964,296 shares casted electronically)
| Votes | VotingResults* | % of the total represented share present |
|---|---|---|
| In Favor | 875,179,694 votes (853,150,053 votes) |
90.13% |
| Against | 385,030 votes (385,030 votes) |
0.04% |
| Invalid | 0 votes (0 votes) |
0.00% |
| Abstained | 95,429,213 votes (95,429,213 votes) |
9.83% |
*including shares casted electronically (numbers in brackets)
FOXCONN TECHNOLOGY CO., LTD. 2019 Earnings Allocation Table
| Unit: NTD | ||
|---|---|---|
| Items | Amount | Note |
| 2019 net profit after-tax | 7,129,801,716 | |
| Less: Legal reserve (10%) | 712,980,172 | |
| Add: Special reserve | 46,491,528 | |
| Distributable earnings in 2019 | 6,463,313,072 | |
| Add : Beginning balance of unappropriated earnings | 61,054,750,929 | |
| Less: 2019 Gains from revaluation of defined benefit plans | 5,991,340 | |
| Less:2019 Financial assets at fair value through other comprehensive income | 79,237,822 | |
| Accumulated distributable earnings as of December 31, 2019 | 67,432,834,839 | |
| Distributable items | ||
| Cash dividends to shareholders | 3,536,212,980 | NT$ 2.5 per share |
| Ending balance of unappropriated earnings | 63,896,621,859 |
Note 1: Prioritize the distribution of 2019 profit.
Note 2: This is in accordance with Article 18-1 of the Company's Articles of Incorporation, authorizing the board of directors to decide to distribute all or part of the dividends and dividends by cash distribution.
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.)