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FTC — AGM Information 2021
Nov 5, 2021
52024_rns_2021-11-05_9a9aacc6-e3a1-49dd-bc1b-719944b7c362.pdf
AGM Information
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FOXCONN TECHNOLOGY CO., LTD. 2021 Annual Shareholders’ Meeting Minutes (Translation)
Time: July 23, 2021 (Friday) 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: 780,718,572 shares (including 780,712,465 shares casted electronically)
Percentage of shares held by shareholders present in person or proxy: 55.19% of total outstanding shares
Chairman: Director Kuang-Yao Lee
Recorder: Tracy Liou
Attendees: Kuang-Yao Lee, Director
Song-Shu Lin, Independent Dirctor (Video participation)
Yao-Ching Chen, Independent Director (Video participation)
Hsiang-Tun Yu, Independent Director (Video participation)
Jackie Feng and Chien-Ju Hsu, CPA of PWC (Taiwan)
Shanti Liu, 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 2020. (Please refer to attachment 1)
-
(2) Audit Committee’s review report of 2020 audited financial statements. (Please refer to attachment 2)
-
(3) Report of the proportion of employee remuneration for the year ended December 31, 2020.
-
(4) 2020 earnings distribution cash dividend status report.
D. Ratification Items:
Proposal I. (Proposed by the Board of Directors)
Subject: Ratification of the 2020 Business Report and Audited Financial Statements.
Explanatory Notes:
-
(1)The 2020 Business Report and Financial Statements of the Company have been approved by the Board of Directors, and have also been audited by the Audit Committee.
-
(2) Please refer to Attachment 1 through Attachment 3 for the documents mentioned above.
Voting Results: 780,718,572 shares were represented at the time of voting
(including 780,712,465 shares casted electronically)
| Votes | VotingResults* | % of the total represented sharepresent |
|---|---|---|
| In Favor | 723,026,258 votes (723,026,248 votes) |
92.61% |
| Against | 279,108 votes (279,108 votes) |
0.03% |
| Invalid | 0 votes (0 votes) |
0.00% |
| Abstained | 57,413,206 votes (57,407,109 votes) |
7.35% |
*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 2020 earnings distribution. Explanatory Notes:
The 2020 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.
Foxconn Technology Co., Ltd. Table of Earnings Distribution
Year 2020
Unit: NTD
| Unit: | ||
|---|---|---|
| Items | Amount | Note |
| Opening balance of unappropriated earnings | 63,896,621,859 | |
| Less: Remeasurements of the net defined benefit recognized in retained earnings |
12,627,539 | |
| Adjusted opening balance of unappropriated earnings | 63,883,994,320 | |
| Add: net income during the year | 4,718,344,424 | |
| Less: Legal surplus reserve | 470,571,689 | |
| Ending earnings available for appropriation | 68,131,767,055 | |
| Distributable items: | ||
| Cash dividends to shareholders | 2,546,073,346 | NT$1.8 per share |
| Ending balance of unappropriated earnings | 65,585,693,709 |
Note 1: Prioritization of distribution of 2020 earnings
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.
Chairman: Guang-Yao Lee General Manager: Han-Ming Lee Chief Accounting Officer: Yuan-Wen Lan
Voting Results: 780,718,572 shares were represented at the time of voting
(including 780,712,465 shares casted electronically)
| Votes | VotingResults* | % of the total represented sharepresent |
|---|---|---|
| In Favor | 720,950,463 votes (720,950,453 votes) |
92.34% |
| Against | 3,312,099 votes (3,312,099 votes) |
0.42% |
| Invalid | 0 votes (0 votes) |
0.00% |
| Abstained | 56,456,010 votes (56,449,913 votes) |
7.23% |
*including shares casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was accepted as proposed.
Proposal III. (Proposed by the Board of Directors)
Subject: Proposal on amendments of the Articles of Incorporation. Explanatory Notes:
Amendments of the Articles of Incorporation to increase capital amount for future requirements. Please refer to Attachment 4 for the Articles of Incorporation Amendment Comparison table.
Voting Results: 780,718,572 shares were represented at the time of voting
(including 780,712,465 shares casted electronically)
| Votes | VotingResults* | % of the total represented sharepresent |
|---|---|---|
| In Favor | 721,624,425 votes (721,624,415 votes) |
92.43% |
| Against | 2,612,322 votes (2,612,322 votes) |
0.33% |
| Invalid | 0 votes (0 votes) |
0.00% |
| Abstained | 56,481,825 votes (56,475,728 votes) |
7.23% |
*including shares casted electronically (numbers in brackets)
RESOLVED, that the above proposal be and hereby was accepted as proposed.
Proposal IV. (Proposed by the Board of Directors)
Subject: Release restrictions on the prohibition of directors’ participation in competing businesses. Please
approve.
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 the release the restrictions on the
prohibition of directors' participation in competing businesses on the following directors.
| Title | Name | Name of companyand title |
|---|---|---|
| Chairman | Hyield Venture Capital Co., Ltd. Representative: Guang-Yao Lee |
Director, Foxtron Vehicle Technologies Co., Ltd. Director, FARobot, Inc. Direcor, Eson Precision Ind. Co., Ltd. Director, DUDOO LTD. Director, Finetech Co., Ltd. Director, Foxton New Energy Vehicle Technologies Co.,Ltd. |
| Voting Results: 780,718,572 shares were represented at the time of voting (including 780,712,465 shares casted electronically) |
Voting Results: 780,718,572 shares were represented at the time of voting (including 780,712,465 shares casted electronically) |
|
|---|---|---|
| Votes | VotingResults* | % of the total represented sharepresent |
| In Favor | 716,975,370 votes (716,975,360 votes) |
91.83% |
| Against | 1,007,518 votes (1,007,518 votes) |
0.12% |
| Invalid | 0 votes (0 votes) |
0.00% |
| Abstained | 62,735,684 votes (62,729,587 votes) |
8.03% |
*including shares casted electronically (numbers in brackets)
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.)