PSC — Proxy Solicitation & Information Statement 2015

Jul 7, 2015

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

Meeting Notice of

2015 General Shareholders’ Meeting

1. The 2015 General Shareholders’ Meeting (“the Meeting”) will be held on June 18, 2015, 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. 2014 Business Report
4. 2014 Supervisors Audit Report
5. Capital Adequacy Ratio Report
6. Items to be Adopted
7. 2014 Consolidated Financial Statement
8. 2014 Earnings Distribution Proposal
9. Items for Discussion

i) Amendment to the “Operating Procedures for Endorsement and Guarantee.”

ii) Amendment to the “Articles of Incorporation”

iii) Amendment to “Procedures for Engaging in Derivatives Trading”

• 1. Election Items:

To elect the 10th Board of Directors.

• 1. Extraordinary Motions

• Shareholder Dividends to be distributed:

(1) Proposed cash dividend is $1,071,726,434, which is equivalent to $0.81 per share.

(2) In the event that the total number of outstanding shares changes because of Company share buybacks, treasury share transfers, cancellation of shares, or conversion of convertible bonds into common shares, it is proposed that the Chairman of the Board of Directors be authorized to adjust the amount per share to be distributed to shareholders based on the number of actual shares outstanding on the record date for distribution.

1. In accordance with Article 165 of the Company Law, the transfer of shares will be suspended during the period of April 20, 2015 to June 18, 2015.

2. 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 1 Personal Attendance Notice and the Series 2 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 5 Proxy Statement and the Series 2 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.

3. 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.sfi.org.tw) on May 18, 2015. 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.

4. For any shareholder intending to excise the voting power by way of electronic transmission during the excise period from May 16 to June 5, 2015 please login https://www.stockvote.com.tw, the website of Taiwan Depository and Clearing Corporation, for operation manual.

5. 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.
6. Please be advised of the aforementioned.

Sincerely,

The Board of Directors

President Securities Corp.

Series 1 Personal Attendance Notice

To: President Securities Corp. Please note that I shall personally attend the 2015 Shareholders’ General Meeting on June 18, 2015 and you may send me the Sign-in Card. Shareholder No.: Shareholder Name:

Serial No.: Checked and Verified by:

Series 2 Attendance Signature Card

This Sign-in Card will become null and void without the registration seal by the Company’s shareholder services agent.	2015 Shareholders’ General Meeting of President Securities Corp. 口To attend in person 口By proxy Sign-in Card Time: Friday, June 18, 2015, 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 3 Summary List of Proxy Solicitation for 2015 Shareholders’ Meeting

No	Solicitor	List of candidates for Directors and Supervisors		Business Philosophy of Director Candidates	Place and name of solicitor
1	SinoPac Securities	Director candidates	LIN,CHUNG-SHEN Delegate of KAI NAN INVESTMENT CO.,LTD	* 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.	SinoPac Securities Address: 1F, 2 Chung Ching S. Rd., Sec. 1, Taipei Tel：+886 - 2 - 2381-6288
2	LIN,KUAN-CHEN
3	CHENG,KAO-HUEI
4	KAO, SHIOW-LING
5	TENE, WEN- HWI
6	CHANG,MING CHEN Delegate of LEG HORN INVESTMENT CO.,LTD
7	PI , CHIEN-KUO Delegate of HUI TUNG INVESTMENT CO.,LTD
8	TU, LI-YANG Delegate of TA LEH INVESTMENT
9	LEE , SHY-LOU
10	DUH, BOR-TSANG
11	LEE, SHU-FEN Delegate of CHINA F.R.P. CORPORATION
12	LIU, TSUNG-YI Delegate of KAI NAN INVESTMENT CO.,LTD
13	LIN, CHENG-TE Delegate of KAI NAN INVESTMENT CO.,LTD
14	HSIEH HUNG,HUI-TZU Delegate of KAI NAN INVESTMENT CO.,LTD
15	LU,LI-AN Delegate of KAI NAN INVESTMENT CO.,LTD
16	Indepen- dent director candidates	WU ,TSAI-YI
17	LEE , KWANG CHOU
18	FU, KAI- YUN
19	Liang, Yann Ping

Series 4 Instructions for Use of the Proxy

• • 1. 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, 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 5 for the format of the proxy.

Series 5 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 2015 shareholders’ Meeting to be held on June 18,2015, 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 18,2015, representing the undersigned shareholder to exercise the rights and opinion of shareholders with regard to the following agenda: 1). Ratification of the Company's 2014 Consolidated final financial statements. 口1. Ratify 口2. Oppose 口3. Abstain from voting. 2). Ratification of the Company's 2014 earnings distribution proposal 口1. Ratify 口2. Oppose 口3. Abstain from voting. 3). Amendment to the “Operating Procedures for Endorsement and Guarantee.” 口1. Ratify 口2. Oppose 口3. Abstain from voting. 4). Amendment to the “Articles of Incorporation” 口1. Ratify 口2. Oppose 口3. Abstain from voting. 5). Amendment to “Procedures for Engaging in Derivatives Trading” 口1. Ratify 口2. Oppose 口3. Abstain from voting. 6) To elect the 10th Board of Directors. 7) Extraordinary Motions 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

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.

※You may pick up the souvenir at President Securities Corp., of No.8 Dongxing Road, Song Shan District, Taipei City. at 8;30AM-4:30PM on any business day, from May 18 to June 10, 2015.

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