PSC — Proxy Solicitation & Information Statement 2013

Jul 4, 2013

Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.

Meeting Notice of

2013 General Shareholders’ Meeting

1. The 2013 General Shareholders’ Meeting (“the Meeting”) will be held on June 19th, 2013, at 9:00am, at B1, No.8 Dongxing Road, Song Shan District, Taipei City. The key items to be addressed in the meeting are as follows:
2. Report Items
3. 2012 Operating Report
4. 2012 Supervisors Audit Report
5. Capital Adequacy Ratio Report
6. The influence of distributable earnings and special reserve for the first-time adoption of IFRSs
7. The enactment of the” Ethical Corporate Management Best Practice Principles”.
8. Items to be Approved
9. 2012 Consolidated Financial Statement
10. 2012 Earnings Distribution Proposal
11. Items for Discussion

i) Amendment of the “Rules and Procedures of Shareholders’

Meeting”

• 1. Items to elect:

The by-election of 9 th term of company's Board of Directors

• 1. Extraordinary Motions

• The total amount of cash dividends for 2012 by the board of directors' resolution is NT$688,021,909 with NT$0.52 per share. If the total number of outstanding shares changes because of Company share buybacks, treasury share transfersor cancellation of shares, the dividend distribution ratios will be adjusted accordingly.

• In accordance with Article 165 of the Company Law, the transfer of shares will be suspended during the period of April 21st, 2013 to June 19 th, 2013.

• In addition to a public announcement, a meeting notice and proxy statement has been mailed to you. If you wish to attend the meeting in person, please fill out the Series 2 Personal Attendance Notice and the Series 3 Attendance Signature Card and bring these two forms with you and appear at the Meeting at the time and place mentioned above. If you would like to assign a proxy to represent you at the Meeting, please fill out the Series 6 Proxy Statement and the Series 3 Signature Card, and mail them back to President Securities Corp. at least 5 days before the Meeting. Once the signatures on the forms have been verified, the Signature Card will be stamped and returned and the shareholder or the shareholder’s representative will then be authorized to attend the Meeting.

• For any shareholder intending to solicit proxy statements, our Company will have the necessary information uploaded to the Securities and Futures Institute website (http://free.sfib.org.tw) on May 17 th, 2013. On this website, simply click the section entitled “Proxy Statement Information Free Inquiry System”, then click on the “Enter the Proxy Statement Information Free Inquiry System” and then proceed to enter your query parameters.

• For any shareholder intending to excise the voting power by way of electronic transmission during the excise period from May 18th to June 16th 2013, please login https://www.twevote.com.tw, the website of Taiwan Integrated Shareholder Service Company, for operation manual.

• • 1. If an election is to be held during the Meeting, the entity to be in charge of inspecting the proxy votes will be Shareholder Services Dept., President Securities Corp.
  • Please be advised of the aforementioned.

Sincerely,

The Board of Directors

President Securities Corp.

Series 2 Personal Attendance Notice

To: President Securities Corp. Please note that I shall personally attend the 2013 Shareholders’ General Meeting on June 19 th, 2013 and you may send me the Sign-in Card. Shareholder No.: Shareholder Name:

Serial No.: Checked and Verified by:

Series 3 Attendance Signature Card

This Sign-in Card will become null and void without the registration seal by the Company’s shareholder services agent.	2013 Shareholders’ General Meeting of President Securities Corp. 口To attend in person 口By proxy Sign-in Card Time: Friday, June 19 th, 2013, 9:00AM. Place: B1, No.8 Dongxing Road, Song Shan District, Taipei City
Shareholder No.: Number of Shares Held:
Addressee: Shareholder Name: Mailing Address of Shareholder: Name of Agent: Mailing Address of Agent:
Serial No. of Attendance:		Approved by:

Series 4 Application for Change of Bank Information

Account Number										Original Specimen Seal
Account Name
Telephone
Original Information (No need to return if correct)	Bank Name		Bank Code			Branch				Section				Account Number				Inspection Number
(New) Changes	Bank Name		Bank Code			Branch				Section				Account Number				Inspection Number
Post Office	Account Book (H)	P07	No.							_		N 0							_

Please Note:

※The souvenir for shareholders this year will be:a pack of President Ramen Noodle. In the event of insufficient quantity, an alternative souvenir of equal value will be distributed.

※If you wish to consign an agent to attend the meeting on your behalf and pick up the souvenir, please apply at Solicitor’s place at 8:30AM-4:30PM (except holiday) from May 21st – June 13rd, 2013,.

Place and name of Solicitor: Only for solicitation of 1,000 shares or over

Trust Dep. of HWATAI Bank

No.246, Sec. 2, Chang’an E. Rd., Zhongshan Dist., Taipei City

Tel:+886-2-2752-5252

※For those who are not able to attend the meeting and those who excise the voting power by way of electronic transmission, may pick up the souvenir at President Securities Corp., of No.8 Dongxing Road, Song Shan District, Taipei City. at 8:30AM-4:30PM, from June 14 th -June 19 th, 2013.

※You may enquire about the souvenir-related information at the exclusive souvenir area on the website of President Securities Corp. at http://www.pscnet.com.tw

Summary List of Proxy Solicitation

for 2013 Shareholders’ Meeting

No	Solicitor	List of candidates for Directors	Business Philosophy of Director Candidates	Place and name of solicitor
1	Trust Dep. of HWATAI Bank	Kao Xiu Ling	* To enhance Group resource integration and aim at long-term profit maximization of the Group. * To develop various kinds of business and cooperates with each other seamlessly to achieve synergy. * To grow business on both ends of the strait and develop in tune with government policies. * To evaluate investment opportunities, value and timing in a prudent manner, leverage on the credibility and resources that it has accumulated over a long period of time, and constantly pursue business development models that best fit its businesses. * To construct a strict risk control mechanism, maintain a sound financial structure, conserve costs and expenses, and effectively raise its operational flexibility and efficiency, when it comes to corporate operations and management.	Trust Dep. Of HWATAI Bank No.246, Sec. 2, Chang’an E. Rd., Zhongshan Dist., Taipei City Tel:+886-2- 2752-5252 Only for solicitation of 1,000 shares or over

Series 5 Instructions for Use of the Proxy

• • 1. The proxy is provided with two different forms and the shareholder may opt to use one of them. However, if both forms are used simultaneously, it shall be deemed as carte blanche.
  • Before solicitation for proxy is made by other party, shareholders are advised to ask the solicitor to provide the information on the written and advertising contents or consult with the Company-compiled general information of the solicitor’s written and advertising contents.
  • If the trustee agent is not a shareholder, he/she should fill out his/her ID number or the uniform serial number in the Shareholder A/C Column.
  • If the solicitor is a trust business or service agency institution, please fill out the uniform serial number in the Shareholder A/C Column.
  • All other matters related to the agenda shall be conducted by the instructions herein provided.
  • Once the proxy has been delivered to the Company and the shareholder wishes to personally attend the meeting or intends to excise the voting power by way of electronic transmission, the concerned shareholder should notify the Company in writing at least two day prior to the shareholders’ meeting to rescind the notice for proxy. If the shareholder fails to do so by the deadline, the voting right cast by the trustee agent shall govern.
  • See Series 6 for the format of the proxy.

Series 6 Proxy Statement

If you wish to consign an agent to attend the meeting on your behalf, please fill out this proxy and send it back.

Stock Code No.: 2855

Proxy		Principal (Shareholder)		PSC
Format I To: President Securities Corp. Date of authorization: 1.____________ (the trustor must fill out in person and it can not be replaced by affixation of seal) is hereby consigned as the agent for the undersigned shareholder, to attend the 2013 shareholders’ Meeting to be held on June 19th,2013, representing the undersigned shareholder to exercise the rights of shareholders with regard to the matters in the agenda and may at his/her discretion handle the extempore motions in the meeting. 2. Please mail the attendance pass or presence sign-in card to the agent. If t he meeting date is changed for whatever the reason, this Proxy remains in force (limited to this meeting only).	Format II To: President Securities Corp. Date of authorization: 1. ____________ (the trustor must fill out in person and it can not be replaced by affixation of seal) is hereby consigned as the agent for the undersigned shareholder, to attend the Shareholders’ June 19 th,2013, representing the undersigned shareholder to exercise the rights and opinion of shareholders with regard to the following agenda: 1). Ratification of the Company's 2012 final financial statements. 口1. Ratify 口2. Oppose 口3. Abstain from voting. 2). Ratification of the Company's 2012 earnings distribution proposal 口1. Ratify 口2. Oppose 口3. Abstain from voting. 3). Discussions of amendment of the “Rules and Procedures of Shareholders’ Meeting” 口1. Ratify 口2. Oppose 口3. Abstain from voting. 4) To by-elect the 9th Supervisor of the company. 2. If this shareholder has not ticked any of the above motions, it shall mean ratification or endorsement of each and every motion. 3. The agent of this shareholder may have the right at his/her discretion to handle any extempore motions in the meeting. 4. Please mail the attendance pass or presence sign-in card to the agent. If the meeting date is changed for whatever the reason, this Proxy remains in force (limited to this meeting only).	A/C No		Signature or Seal
Shares held
Name
Solicitor		Signature or Seal
A/C No
Name
Agent Consigned		Signature or Seal
A/C No
Name
ID No
Address