NTC — AGM Information 2019

Dec 16, 2019

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(Summary Translation) Meeting Notice of Annual General Shareholders Meeting[1]

The 2019 Annual General Shareholders Meeting of Nuvoton Technology Corporation (the “Company”) will be convened at Room102 No. 4, Creation Rd. III, Hsinchu Science Park, Taiwan, R.O.C.) at 9:30 a.m., Monday, June 24th, 2019.

• I. The agenda for the meeting is as follows:

  • (I)Matters to be reported

    1. To report the business of fiscal year 2018

    2. To report the Audit Committee's review of 2018 final accounts

    3. To report the distribution of the remuneration of employees and directors for fiscal year 2018

    4. Other matters to be reported

  • (II)Matters to be recognized and discussed

    1. To recognize business report and financial report of fiscal year 2018

    2. To recognize the proposal for distribution of 2018 profit

    3. To discuss the amendments to the Articles of Incorporation

    4. To discuss the amendments of the rules of the Company

       • (1) Procedures of Acquisition or Disposal of Assets

       • (2) Procedures for Engaging in Financial Derivatives Transactions

       • Endorsements and Guarantees"

       • (4) Operating Procedures for Loaning of Funds

       • (5) Rules of Procedures for Shareholders Meeting

       • (6) Procedures for Election of Directors

    5. To elect sixth term of the Board of Directors

    6. To discuss the release of the Director from the non-competition restriction

1 This summary translation is for reference only and is qualified in its entity by the Chinese version of meeting notice of annual general shareholders meeting. In the event of any discrepancy between the Chinese version and this summary translation, the Chinese version shall prevail.

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• II. The proposal for distribution of 2018 earnings adopted at the meeting of the Board of Directors is as follows ：

Cash dividends to common share holders: Each common share holder will be entitled to receive a cash dividend of NT$2.5 per share. The record date will be decided by the Board of Directors.

• III. (I) To elect 9 Directors (including 4 Independent Directors) of the sixth term of the Board of Directors

  • (II) List of Directors Candidates for nomination system and procedures ： (Director ： Arthur Yu-Cheng Chiao, Representative of Winbond Electronics Corp. ： Pei-Ming Chen, Representative of Chin Xin Investment Corp. ： Yung Chin, Ken-Shew Lu, Chi-Lin Wea), (Independent Director ： Allen Hsu, David Shu-Chyuan Tu, Royce Yu-Chun Hong, Jerry Hsu)

  • (III) Education and work experience of each Candidates please refer to the electronic book in MOPS. (http://mops.twes.com.tw)

• IV. In accordance with Article 172 of the Company Act, more details please refer to the electronic book in MOPS. (http://mops.twes.com.tw)

• V. All (II) Matters to be acknowledged and discussed at annual general shareholders meeting will be discussed one by one and will be voted at the same time after the discussion of matters ends. The votes for each matter will be tallied separately.

• VI. Shareholders are able to exercise the voting right through electronic voting in this session. The period of exercising the voting rights starts from May 25, 2019 to June 21, 2019. Please login in Taiwan Depository & Clearing Corporation’s e-voting website and vote in accordance with the instructions. (www.stockvote.com.tw)

Board of Directors

Nuvoton Technology Corporation

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