TFC — AGM Information 2017

Jul 4, 2017

Taiwan Fertilizer Co., Ltd. 2017 Annual General Shareholders’ Meeting Minutes

Date June 14, 2017 at 09:00 a.m. Venue Armed Forces Cultural Center (No. 69, Section I, Zhonghua Road, Taibei City) Attendance 579,724,345 out of a total of 980,000,000 shares outstanding (Shares present in person and in proxy), which represents 59.15% of shares outstanding (including 302,615,287 for those who have exercised their voting power by way of electronic transmission)

Others present Chiang Ta-Chung, Attorney at law of Lee and Li Attorneys and Law Wang Yi-Wen, CPA of Deloitte & Touche Director Chi-Chung Chen Director Hsu-Hung Huang Director Sheng-Ming Hsu Independent Director Hui - Ya Shen Supervisor Yuan - Jen Wu Supervisor Ling - Lan Tsai Chairman ： Kang Hsin-Hong Meeting Secretary : Liu Chi-Ching

Commencement: Report on Number of Shares Present or Represented

1. Chairman’s Address : (Omitted)

2. Matters to Report :

3. 1) 2016 Business Report

4. 2) Report on the Audit of Final Accounting Statements for 2016 by Supervisors

5. 3) Report on the Remuneration for Directors, Supervisors, and Employees for FY 2016

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1. Matters to Acceptance

No. 1

Proposed by the Board of Directors

Proposal : Adoption of the Business Report and the financial results for 2016 Description:

1. TFC’s 2016 Financial Statements and combined financial statements of TFC’s subsidiaries and affiliated companies, which were approved by the TFC’s Board of Directors in the 20th Board Meeting of the 33rd tenure on March 24, 2017 and then were audited and certified by the certified public accountants, together with the business report which was passed at the same board meeting (refer to Pages 2 to 5 in this manual), were reviewed and approved by the supervisors.

2. TFC’s 2016 audit report and the financial statements are submitted for acceptation (see the annex)

3. Resolution : THAT the above is approved by ordinary resolution (approved by 524,859,535 out of a total of

   • 579,724,345 shares present in person and in proxy), representing 90.54% of the shares present; vote against by 352,067, representing 0.06% of the shares present; vote abstained by 54,512,743, representing 9.4% of the shares present.

No. 2

Proposed by the Board of Directors

Proposal : Approval of the proposal for appropriation of profit & loss and distribution of earnings for FY2016 Description:

1. TFC’s financial statements of 2016 were audited by the certified public accountants of Deloitte Touche Tohmatsu (DTT) in Taiwan. The amount for 2016 loss after tax was NT$129,502,273.

2. The 2016 appropriation of profit & loss and undistributed earnings available are distributed as follows (1) 2016 appropriation of profit & loss :

The profits earned from 2011 will be appropriated to make up the 2016 loss after tax of NT$129,502,273.

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(2) Reversal of special reserve :

• (a) In 2002, 2005, and 2008, a special earned surplus of NT$861,411,300 had been set aside for the purpose of investment on and relocation to Taichung Plant. Since the purpose was no longer valid, such a surplus had been reversed into the undistributed earnings.

• (b) From 2001 to 2003, a special earned surplus of NT$1,168,892,301 had been set aside for profits in business investment. Since the purpose was no longer valid, such a surplus had been reversed into the undistributed earnings.

(c) Distribution of bonus

In view of 2016 loss after tax, after the adjusted unallocated earnings of NT$832,834,744, the end unallocated earnings of NT$675,636,072 were excluded from the amount for 2016 earnings available after tax, the remaining earnings of NT$2,058,000,000 could be distributed at cash of NT$2.1 to each shareholder’s share.

1. This proposal was approved by the Board of Directors in the 20th Board Meeting of the 33rd session on March 24, 2017, and also reviewed and approved by the supervisors. After the proposal is approved in this general shareholders' meeting, the Board will be authorized to set up the date for dividends distribution. Furthermore, according to TSE Law No. 28-2, if TFC converts or buys back its stock before the record date has therefore dulite or decrease the outstanding shares, the Board would like to ask the authorization from shareholders’ meeting to adjust the dividend distribution ratio accordingly.

2. The information on the actual objects and the amounts for 2015 employees’ bonus distribution have been disclosed in the TFC's Annual Report and Market Observation Post System.

3. TFC does not prepare financial forecast and failures to the gratis allotment for the new shares, so the gratis allotment is not applicable for the evaluation for effects on Taiwan Fertilizer’s operating performance, the surplus and shareholders’ return rate for investment.

4. 6.TFC’s 2016 Statement of appropriation of profit & loss and distribution of earnings was attached (see the

5. annex)

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Resolution : THAT the above is approved by ordinary resolution (approved by 527,520,091 out of a total of

579,724,345 shares present in person and in proxy), representing 90.99% of the shares present; vote against by 270,210, representing 0.05% of the shares present; vote abstained by 51,934,044, representing 8.96% of the shares present.

1. Matters to Discussion

No. 1

Proposed by the Board of Directors

Proposal : Some revision of TFC’s Articles of Incorporation to be submitted for approval Description:

1. According to the provision under Article 14.4.1 of the Securities and Exchange Act and a letter under J. G. Z. F. tzi No. 10200531121 issued by Financial Supervisory Commission on December 31st, 2013, TFC was to establish an Audit Committee in place of supervisors upon the expiry of the term of the incumbent (i.e. the 33rd session of the) Directors and Supervisors in 2018.

2. The update of the TFC’s Articles of Incorporation this time was to include amendment of 12 articles, deletion of 2 existing articles, and introduction of 2 new articles where the update are listed as follows:

3. (1) According to the stipulation under Article 14.4 of the Securities and Exchange Act, TFC was to establish an Audit Committee, clearly defining relevant regulations about the Audit Committee (including the date of implementation); therefore, stipulations related to election of and remuneration for Supervisors were to be deleted (consequently, Articles 9, 16, 21, 24 and 25 were amended, Article 16.2 added, and Article 21 to 22 deleted).

4. (2) In accordance with the deployment of the Audit Committee, the number of Directors (including Independent Directors) was changed to nine (please refer to Article 16).

5. (3) In accordance with the deployment of the Audit Committee, the number of Independent Directors was adjusted to three (please refer to Article 16.1).

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(4)The date the amendment made this time was newly listed while provisions specifically related to Supervisors were deleted. All changes were to take effect as of the date since the inception of the Audit Committee (please refer to Article 29).

1. Attached are the Comparison of Articles of Incorporation Before and After amendment,. and its Articles of Incorporations as revised set out in the annex.

Resolution : THAT the above is approved by ordinary resolution (approved by 527,583,332 out of a total of

• 579,724,345 shares present in person and in proxy), representing 91.01% of the shares present; vote against by 174,940, representing 0.03% of the shares present; vote abstained by 51,966,073, representing 8.96% of the shares present.

No. 2

Proposed by the Board of Directors

Proposal : Some revision of the Procedures for Acquisition and Disposal of Assets of Taiwan Fertilizer Co., Ltd. to be submitted for approval

Description:

1. It will be subject to the Notice of Taiwan Stock Exchange Corporation dated February 14, 2017, No. 1060002157.

1. This proposal was approved by the Board of Directors in the 20th Board Meeting of the 33rd tenure on March 24, 2017 and also reviewed and approved by the supervisors.

2. Attached is the Comparison of the Procedures for Acquisition and Disposal of Assets Before and After amendment, and its text as revised set out in the annex.

3. Resolution : THAT the above is approved by ordinary resolution (approved by 527,582,128 out of a total of

   • 579,724,345 shares present in person and in proxy), representing 91.01% of the shares present; vote against by 173,944, representing 0.03% of the shares present; vote abstained by 51,968,273, representing 8.96% of the shares present.

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No. 3

Proposed by the Board of Directors

Proposal : Some revision of the Regulations on Election of Directors and Supervisors of Taiwan Fertilizer Co., Ltd. to be submitted for approval

Description:

1. In order to comply with the amendments to “the Articles of Incorporation of Taiwan Fertilizer Co., Ltd.”, TFC shall set up the Audit Committee to replace the Supervisors. The relevant provisions about Supervisors in the Articles of Incorporation shall be invalidated on the date of the establishment of the Audit Committee. Meanwhile, “the Procedures for the Election of Supervisors” was renamed to “the Procedures for the Election of Directors and Independent Directors”.

1. Attached please find the Comparison of the Procedures for Election of Directors and Supervisors Before and After Amendment (please see Annex for details).

2. Resolution : THAT the above is approved by ordinary resolution (approved by 503,517,399 out of a total of 579,724,345 shares present in person and in proxy), representing 86.85% of the shares present; vote against by 284,673, representing 0.05% of the shares present; vote abstained by 75,922,273, representing 13.1% of the shares present.

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