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TBB — AGM Information 2023
Jun 28, 2023
52201_rns_2023-06-28_da51a24f-cb0d-470d-b7b5-82f629f47b41.pdf
AGM Information
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Taiwan Business Bank
Meeting Notice of 2023 Annual Shareholders’ Meeting
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I. The 2023 Annual Shareholders’ Meeting (the “Meeting”) of Taiwan Business Bank (the “Bank”) will be held at 9:00 a.m. on June 16, 2023 (Friday) at the auditorium of the Head Quarter of the Bank, 17F, No. 30, Ta Cheng Street, Taipei. Registration time shall begin at 8:25 a.m. at the aforementioned venue. The agenda for the Meeting is as follows:
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Matters for Reporting:
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(1) The Bank’s 2022 Operating Report.
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(2) The Audit Committee's Review Report on the 2022 financial statements of the Bank.
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(3) Report on the distribution of remuneration for employees and Directors of the Bank for 2022.
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(4) Report on the amendments to the Rules of Procedures for Board Meeting of the Bank.
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(5) Advocate relevant regulations governing the same person or same concerned party holding the issued shares with voting rights over a particular ratio of the Bank.
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Matters for Recognition:
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(1) Adoption of the 2022 operating report and financial statements of the Bank.
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(2) Adoption of the 2022 earnings distribution from the final accounts of the Bank.
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Matters for Discussion:
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(1) Resolution to carry out a capital increase via transferred earnings in accordance with the earnings distribution of stock dividends for 2022.
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(2) Amendments to the Articles of Association of the Bank.
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(3) Amendments to Rules of Procedures for Shareholders' Meeting of the Bank.
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(4) Proposal for releasing non-competition restriction on the Directors of the Board.
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Extempore Motions
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II. The distribution of dividends for 2022 as resolved by the Board of Directors is as follows:
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Cash dividend: NT$0.10 per share; the aggregate amount of cash dividend is NT$ 802,969,352.
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Stock dividend: NT$0.24 per share (24 shares of stock dividend for every 1,000 shares); the aggregate amount of stock dividend is NT$ 1,927,126,450.
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III. Pursuant to Article 209 of the Company Act, the Bank intends to seek the approval of the Shareholders' Meeting to release non-competition restriction on the Bank's juristic person director, Bank of Taiwan Co., Ltd., during the tenure as a director of the Bank. Please refer to the Meeting Handbook of the Annual Shareholders' Meeting for details of
releasing non-competition restriction on directors.
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IV. Enclosed please find the attendance card and the proxy form. If you would like to attend the Meeting in person, please sign or affix seal to the attendance card and bring it to the venue on the day of the Meeting. If you wish to delegate a proxy to attend the Meeting, please sign or affix seal to the proxy form, properly fill in the name and address of your proxy, and send the completed proxy form to the Bank’s stock registration agent, the Registrar & Transfer Agency Department of Yuanta Securities Co., Ltd. (B1, No. 210, Sec. 3, Chengde Rd., Datong Dist., Taipei 103432), five days prior to the date of the Meeting, in order to arrange for an attendance card to be mailed to your proxy.
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V. The Registrar & Transfer Agency Department of Yuanta Securities Co., Ltd. has been appointed by the Bank as the agent for proxies tallying and verification.
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VI. For any shareholder who intends to solicit proxy forms from other shareholders, the Bank will consolidate the solicitors’ information and disclose such information on the Securities & Futures Institute’s website on May 16, 2023. For further details regarding the proxy form inquiry procedure, please visit the website: https://free.sfi.org.tw and enter search criteria in the Proxy Information Free Search System.
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VII. In addition to those listed on the meeting notice as prescribed by Article 172 of the Company Act, main contents of the 2023 Annual Shareholders’ Meeting will be disclosed on the Market Observation Post System’s website (https://mops.twse.com.tw). Please click on Electronic books/Shareholders’ meetings on the MOPS website to inquire for such information.
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VIII.Shareholders may exercise voting rights via electronic means from May 17, 2023 to June13, 2023. Please login to the “Electronic Voting Platform for Shareholders” on the website of Taiwan Depository and Clearing Corporation
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The Board of Directors Taiwan Business Bank