SDI — AGM Information 2021

Aug 31, 2021

Meeting Notice for 2021 Annual Shareholders’ Meeting of SDI Corporation

• I. The 2021 annual shareholders’ meeting will be convened at 09:30 a.m., Tuesday, June 22, 2021, at No. 260, Sec. 2, Zhangnan Rd., Changhua City, Changhua County, Taiwan (R.O.C.). Registration time for shareholders will start at 09:00 a.m. at the venue specified for the meeting. Meeting agenda:

  • (I) Announcements: 1. 2020 Business Report. 2. Supervisor’s review report on the final account statements for 2020. 3. Report on distribution and evaluation of remuneration for employees, directors and supervisors for 2020. 4. Report on establishment of “Code of Good-faith Management” an “Procedures for Goodfaith Management and Guidelines for Conducts”.

  • (II) Proposals: 1. Business Report and Financial Statements fo 2020. 2. Profit Distribution Plan for 2020.

  • (III) Discussions: 1. Amendment to the “Articles of Incorporation”. 2. Amendment to the “Rules of Procedure for the Shareholders’ Meeting”. 3. Amendment to the “Procedures for Acquisition or Disposal of Assets”. 4. Amendment to the “Operational Procedures for Loaning Funds to Others”. 5. Amendment to the “Operational Procedures for Endorsements/ Gurantees”. 6. Establishment of the “Rules for Director Elections”.

  • (IV) Election: Election for the 19th Directors.

  • (V) Other Matters: Proposal to release the newly elected directors from noncompetition restrictions.

  • (VI) Motions.

• II. The Company’s earnings distribution has been resolved by the Board of Directors as follows: 1. Distribute a shareholders’ cash dividend of NT$ 327,852,448 with NT$ 1.8 per share. 2. Upon receiving the approval from the 2021 annual shareholders’ meeting for the cash dividend distribution proposed at the meeting, the Chairman of the Board will be authorized to otherwise determine the exdividend date for the distribution.

• III. Where the cause or subject of the shareholders’ meeting to be convened includes any contents that shall be explained in accordance with Article 172 of the Company Act, please visit the Market Observation Post System (https://mops.twse.com.tw) and select electronic books\relevant information of annual report and shareholders’ meeting\stock number or abbreviation of the company\“reference for various issues of shareholders' meeting” or “meeting handbook and supplementary information for the meeting” for inquiry.

• IV. The election for 9 directors (including 4 independent directors) in the Shareholders'

Meeting adopts candidate nomination system. The candidate list: J.S.Chen, Weite Chen, Jerome Chen, Wilson Investment Co., Ltd., Chieh-hsuan Chen; Independent directors: Wen-i Chiang, Tsung-ting Chung, Kuo-tsao Tseng, Wen-Cheng Cheng. If shareholders wish to inquire about the candidates' background information, please visit the Announcement Inquiry at the Market Observation Post System (https://mops.twse.com.tw).

• V. Pursuant to Article 209 of the Company Act, the Company will ask the Shareholders' Meeting to approve the release of the Company's newly-elected dierectors from the non-compete clause.

• VI. According to Article 165 of the Company Act, the transfer registration of shares shall be suspended from April 24, 2021 to June 22, 2021.

• VII. Except for the notice, an attendance card and a proxy are enclosed. Kindly follow the guidelines and attend the Meeting. Where the Shareholder intends to attend in person, please complete the attendance card on the second slip and affix seal or sign for registration at the meeting venue on the date of the meeting directly without posting. Where the Shareholder engages a proxy, please complete the proxy on the second slip and affix seal or sign and deliver the proxy to the Stock Affair Agency Department of Capital Securities Corporation, the stock affair agent of the Company, five days prior to the meeting, and the stock affair agent will prepare the attendance card and deliver the same to the Shareholders’ proxy for safekeeping before using the card for attending the shareholders’ meeting.

• VIII. Where any shareholder solicits the proxy, the Company will make solicitation information of solicitors and disclose it on the website of Securities & Futures Institute on May 21, 2021. Where any investor wishes to make inquiries, please input the inquiry conditions in the “free proxy inquiry system” at the website (http://free.sfi.org.tw).

• IX. At the shareholders’ meeting, shareholders may exercise their voting power by way of electronic transmission, the period of exercise is from May 22, 2021 to June 19, 2021. Please sign in the shareholders’ meeting electronic voting platform “TDCC STOCKVOTE” on the website of Taiwan Depository & Clearing Corporation (http://www.stockvote.com.tw) and vote in accordance with relevant instructions.

• X. The statistics & verification institute of the Company is the Stock Affair Agency Department of Capital Securities Corporation.

To:

Shareholders

Board of Directors, SDI Corporation