GPPC — Proxy Solicitation & Information Statement 2017

Aug 1, 2017

Meeting Notice

1. The annual meeting of shareholders will be held at the Briefing Room of the Company, No.4, Hsing Kung Rd. Ta-She District, Kaohsiung City on June 16, 2017, 10:00 A.M. The reasons and subjects of the meeting are as follows: (1) report items: i. 2016 annual business report, ii. audit committee’s review report on 2016 financial statements, iii. report on the status of 2016 distribution of remunerations to employees and directors, and iv. other report items; (2) ratification items: i. the proposal of 2016 financial statements, ii. The proposal of 2016 earnings distribution; (3) discussion: i. the proposal to amend the “Procedures for Acquisition or Disposal of Assets” of the Company; ii. the proposal to amend the “Procedures for Lending Funds to Others” of the Company; (4) election: the election of the twelfth election of directors (including independent directors); (5) other proposal: the proposal of the release of the prohibition on directors from participation in competitive business; and (6) Ad Hoc motions.
2. For the proposal of 2016 earnings distribution, the board of directors has prepared major contents as follows: (1) cash dividends for common shares: NT$906,620,328 of cash dividends will be distributed to shareholders, and it is expected to pay NT$1 for each share; (2) cash dividends for preferred shares: NT$32,000,000 of cash dividends will be distributed to shareholders, and it is expected to pay NT$1.6 for each share.
3. 1. Number of directors to be elected at this meeting of shareholders: 7 directors (including 3 independent directors)

4. Name list of candidates in the nomination system adopted: [Directors: representative of Lai Fu Investment Co., Ltd; Chuen Tai Wu, representative of Lai Fu Investment Co., Ltd.; Ting Chen Ching, representative of Jing Kwan Investment Co., Ltd.; Pin Cheng Yang, representative of Chung Kwan Investment Co., Ltd.: Hsi Hui Huang], [independent directors: Kuang-Hsun Shih, Chen Sungtung, Chen Wen Tzong]

5. The website for inquiry to the information about education and career of each candidate: [http://mops.twse.com.tw]

6. It is proposed to release the prohibition on directors newly elected at this meeting of shareholders from participation in competitive business in accordance with Article 209 of the Company Act. The election of directors of the Company adopts candidate nomination system. Major contents of competitive acts of the director candidate: Pin Cheng Yang, the representative of Jing Kwan Investment Co., Ltd., concurrently serve as a director of Zhenjiang Chimei Chemical Co., Ltd..

7. One copy of attendance notice and one copy of proxy statement are attached. If you as a shareholder decide to attend the meeting in person, please affix signature or seal on the “attendance notice” (return mail is not required), and bring it with you to the place of meeting for reporting to attendance at the meeting date; if you appoint a proxy to attend the meeting, please affix your signature or seal on the “proxy statement” and fill out name and address of the appointed proxy in person, and then deliver it to the stock agency of the Company - CTBC Bank, Transfer Agency Dept. no later than five days prior to the meeting date, for the issue of attendance card to the appointed proxy based thereon.

※VI. If any shareholder desires to solicit proxies, the Company will provide solicitation and solicitors information on the website of the Securities and Futures Institution on May 16, 2017. If a shareholder has inquiries, please visit http://free.sfi.org.tw, and go to “free inquiry system for publicized relevant proxy information”, click on “enter the inquiry for publicized proxy and meeting information”, and then input the query.

1. The voting rights may be exercised in electronic manner for this meeting of shareholders. The period of voting is: from May 17, 2017 to June 13, 2017. Please directly log on the “electronic voting platform for meeting of shareholders” of Taiwan Depository & Clearing Corporation, “https://www.stockvote.com.tw”, directly and operate according to the relevant explanations.
2. The proxy verification institution for this meeting of shareholders is “CTBC Bank, Transfer Agency Dept.”

Thank you for your attention.

To: Your Esteemed Shareholder

Sincerely yours,

The Board of Directors of Grand Pacific Petrochemical Corporation