IBF — AGM Information 2019

Jun 28, 2019

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Notice of 2019 Annual General Shareholders’ Meeting

（ Summary Translation ）

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This document is prepared in accordance with the Chinese version and is for reference only. In the event of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

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The 2019 Annual General Shareholders’ Meeting(the “Meeting”) of Waterland Financial Holding Co., Ltd. (the “Company”) will be held at 2F., No.113, Sec.7, Jhongshan N. Rd., Shihlin Dist., Taipei City, Taiwan, R.O.C.(National Training Institute For Farmers' Organizations TIEN-MOU Convention Center) at 09:00 a.m., on June 14, 2019.

1. The agenda of the Meeting are as follows:

   • (1)Report items

     • (A)2018 Business Report

     • (B)Audit Committee's Review Report on the 2018 Financial Statements

     • (C)Report on distribution of employees' compensation and directors' remuneration of 2018

     • (D)Implementation of Share Buyback Program

   • (2)Recognition items

     • (A)Adoption of the 2018 Business Report and Financial Statements

     • (B)Adoption of the Proposal for Distribution of 2018 Profits

     • (3)Discussion items

     • (A)Proposal for a new share issue through capitalization of earnings.

     • (B) Proposal for amendments to the "Articles of Incorporation"

     • (C)Proposal for amendments to the "Procedures for Acquisition or Disposal of Assets"

     • (D)Proposal for amendments to the "Rules of Procedure for Shareholders Meeting"

     • (E) Relief of non-competition restrictions on directors of 6th term

     • (4) Questions and Motions

2. The Company's proposal for the distribution of profits for fiscal 2018, as resolved by the Board:

   • (1)Cash Dividend: Total amount of NT$1,268,939,671, equivalent to TWD 0.45 per share dividend paid in cash.

   • (2)Stock Dividend: Total amount of NT$281,986,600, equivalent to TWD 0.1 per share dividend paid in stock. (10 shares per 1,000 shares)

3. Suspension of share transfer registration from April 16, 2019 to June 14, 2019 in accordance with Article 165 of the “Company Act”.

• 4.Please find enclosed the 2019 Annual General Shareholders Meeting Notice and one copy of the proxy. Should you wish to attend the meeting in person, please sign or stamp your personal chop on the Notice and proceed with check-in on the day of the meeting. Should you wish to appoint a proxy to attend the meeting on your behalf, please sign or stamp your personal chop on the proxy application form, fill in the name and address of your proxy, have your proxy sign or stamp his or her personal chop on the form and deliver the form(which must be received within five (5) days prior to the meeting) to the Company’s designated agent (i.e., Department of Stock Affairs of Waterland Securities Co. Ltd., 4F., No.199, Sec. 3, Chongqing N. Rd., Datong Dist., Taipei City) for processing the delivery of attendance cards.

• 5.The Company has appointed Department of Stock Affairs of Waterland Securities Co. Ltd., to verify the shareholder proxy.

• 6.The Company has appointed Department of Stock Affairs of Waterland Securities Co. Ltd. as the proxy agent of the shareholders’ meeting.

• 7.In the event of public solicitation of proxy for the Annual General Shareholders Meeting, the Company shall upload related information to the website of the Securities and Futures Institute (http://free.sfi.org.tw) by May 14, 2019. Please check the website for further information on this matter.

• 8.Voting rights of the Annual General Shareholders Meeting may be exercised by way of electronic transmission between May 15 and June 11, 2019. Further information can be obtained by logging on to the “Electronic Voting Platform for Shareholders” on the website of Taiwan Depository and Clearing Corporation (http://www.stockvote.com.tw). Pursuant to the “Company Act”, any shareholder that has exercised voting rights via electronic transmission is deemed to have attended the shareholders meeting in person. Where those who have exercised voting rights via electronic transmission and who have also authorized a proxy to attend the shareholders meeting on their behalf, the voting right exercised by the authorized proxy shall prevail.

Respectfully, Board of Directors Waterland Financial Holding Co., Ltd.