TFC — AGM Information 2018

Jul 16, 2018

Taiwan Fertilizer Company, Limited

NOTICE OF

2018 GENERAL SHAREHOLDERS’ MEETING

• I. The 2018 General Shareholders’ Meeting will be held on Friday, June 29, 2018 at Armed Forces Officer’s Club, No. 142, Yanping S. Rd., Taipei .

II. Agenda

1. Report Items

• (1) 2017 Business Report

• (2) Report on the Audit of Final Accounting Statements for 2017 by Supervisors

• (3) Report on the Remuneration for Directors, Supervisors, and Employees for 2017

• (4) The report on amendments to Rules for Procedure of Directors’ Meetings in part

• (5) The report on amendments to Ethical Corporate Management BestPractice Principles in part

• (6) The report on amendments to the Code of Ethical Conduct for Directors and Top Managers in part

2. Acceptance Items

• (1) Adoption of the Business Report and the Financial Results for 2017

• (2) Approval of the proposal for distribution of 2017 earnings

3. Discussion Items

• (1) The motion for allocation of cash dividend based on legal reserve

• (2) The amendments to “Procedure for Acquisition or Disposition of Assets” in part

• (3) The amendments to “Procedure for Loaning of Fund and Making of Endorsements/Guarantees” in part

• (4) The amendments to “Rules of Procedure for Shareholders’ Meetings” in part

• Elections ： Election of the Company's 34th Board of Directors (including Independent Board of Directors).

• Other Matter and Discussion ： Release of Directors from NonCompetition Restrictions

• Motions

III. Appendix

1. Rules of Procedure for Shareholders’ Meeting

2. Articles of Incorporation

3. Regulations on Election of Board of Directors and Independent Board of Directors

4. Rules for Procedure of Directors’ Meetings

5. Ethical Corporate Management Best-Practice Principles

6. Code of Ethical Conduct for Directors and Top Managers

7. Procedure for Acquisition or Disposal of Assets

8. Procedure for Loaning of Fund and Making of Endorsements/Guarantees

9. Shareholdings of Directors and Supervisors

10. Effect of the gratuitous allotment of shares on operation performance, earnings per share and return rate on investment for shareholders