TMC — AGM Information 2021

Jul 23, 2021

Taiwan Mask Corporation Agenda for 2021 Shareholders’ Meeting

1. Date/ Time: 2021/5/31 (Mon) 9:00 AM

2. Place: No. 1, East Industry Road 2, Science Park, Hsin Chu (Venue: Darwin)

3. Company reports:

4. (1) 2020 business report

5. (2) 2020 auditing reports from auditing committee

6. (3) 2020 bonus compensation for employees and directors appropriation report

7. (4) 2020 endorsements and guarantees of TMC and the Subsidiary

8. (5) Revision of Guidelines for the Adoption of Codes of Ethical Conduct

9. (6) The company's 26th and 27th share repurchase execution report

10. (7) Report on the establishment of Charity Foundation

11. (8) Report on the TMC's third domestic unsecured conversion corporate bond handling situation

12. (9) Report on the implementation of the company’s subsidiary fund loans to others over the implementation of the improvement plan

13. Proposals:

14. (1) 2020 business reports and financial reports

15. (2) 2020 earnings appropriation proposal

16. Discussions and Elections:

17. (1) Revise the Procedures for Election of Directors

18. (2) Revise the Rules and Procedures for Shareholders’ Meeting

19. (3) By-election of two independent directors

20. (4) Agreed to the competition for the new director representative and new independent director

21. Motions

22. Adjournment

23. 1 -

Company Reports

1. 2020 business report. (Board submitted) Description:

Please see Meeting Handbook for 2020 business report.

1. 2020 auditing reports from auditing committee. (Board submitted) Description:

Please see Meeting Handbook for 2020 auditing reports from auditing committee.

1. 2020 bonus compensation for employees and directors appropriation report. (Board submitted) Description:

2. (1) 2020 bonus compensation for employees and directors were approved by the board meeting held on 2021/3/15, and agreed to pay the bonus in cash.

3. (2) The total amount for 2020 bonus compensation for employees is NTD 86,000,000(distribution ratio is10.09%). And the total amount for 2020 bonus compensation for directors is NTD 16,000,000(distribution ratio is1.9%).

4. 2020 endorsements and guarantees of TMC and the Subsidiary. (Board submitted) Description:

5. (1) In compliance with the Regulations Governing Making Endorsements and Guarantees of TMC . All events related to endorsements and guarantees of the company or the subsidiary occurred within one year, shall be reported to the shareholders’ meeting to be held next year.

6. (2) Please see Meeting Handbook for 2020 endorsements and guarantees of TMC and the Subsidiary.

7. Revision of Guidelines for the Adoption of Codes of Ethical Conduct. (Board submitted) Description:

8. (1) In compliance with the new rule of Tai-Cheng-Chih-Li-Tzi No. 1090009468 issued by competent authority on 2020/6/3.

9. (2) Please see Meeting Handbook for the revision table.

10. 2 -

11. .The company's 26th and 27th share repurchase execution report. (Board submitted) Description:

12. (1) In order to motivate employees and attract and retain outstanding talents, thereby enhancing the company’s competitiveness, TMC passed the 26th and 27th repurchase resolutions by the board of directors on August 5, 2020 and February 3, 2021, respectively TMC’s shares are transferred to employees, and the execution of the re urchase is as follows. p

the repurchase is as follows.
Buybackperiod	26th	27th
Board resolution date	2020.08.05	2021.02.03
Buy back purpose	Transfer shares to employees	Transfer shares to employees
Scheduled buybackperiod	2020.08.06-2020.10.05	2021.02.04-2021.04.03
Scheduled buyback intervalprice	NT$21-40	NT$26-60
Total number of shares scheduled to be repurchased	Common stock 10,000,000 shares	Common stock 10,000,000 shares
Actual buybackperiod	2020.08.06-2020.09.30	2021.02.04-2021.02.18
Type and quantity of shares bought back	Common stock 10,000,000 shares	Common stock 10,000,000 shares
Amount of shares bought back	NT$306,856,414	NT$415,139,236
Average buybackpriceper share	NT$30.69	NT$41.51
The ratio of the quantity that has been bought back to the quantity that is scheduled to be bought back	100%	100%
Number of shares cancelled and transferred	10,000,000 shares	0 shares
Cumulative number of shares held bythe company	0 shares	10,000,000 shares
The ratio of the cumulative number of shares held by the company to the total number of issued shares	0%	3.96%

• (2) Please see Meeting Handbook for the method of buying back shares and transferring employees.

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• Report on the establishment of Charity Foundation Description:

• TMC donated the establishment of a national charity foundation "Taiwan Mask Charity Foundation" to promote social welfare and social welfare charities. The address of the Planning Foundation is 5F., No. 21, Kebei 1st Rd., Jhunan Township, Miaoli County, Hsinchu Science Park. TMC will donate NT$30 million in cash, and the subsidiary, Youe Chung Capital Corporation will donate the capital held(TMC’s common stock 6,000,000 shares) in six years.

• Report on the TMC's third domestic unsecured conversion corporate bond handling situation

Description:

• (1) In order to repay bank loans and purchase machinery and equipment, TMC passed the resolution of the board of directors on March 15, 2021 to raise and issue the third domestic unsecured conversion corporate bonds.

• (2) Please see Meeting Handbook for the handling of corporate bonds.

• The report on the implementation of the company’s subsidiary fund loans and others’ over-limit improvement plan shall be submitted to the public notice. Description:

• (1) According to the Financial Supervision and Administration Commission on August 17, 107, Jin Guan Zheng Shen Zi No. 1070327467 Letter processing.

• (2) To improve the implementation of the plan, please refer to this manual.

Proposals

Proposal 1: (Board submitted)

Subject: 2020 business reports and financial reports.

• Description: 2020 financial reports had been audited by CPA Daniel Lee and CPA Tina Cheng from PriceWaterHouse Accounting firm. The Audit Committee had audited the financial reports and business reports. (Please see Meeting Handbook)

Resolution:

Proposal 2: (Board submitted)

Subject: 2020 earnings appropriation proposal.

Description: (1) Earnings appropriation for 2020 is NTD 1.5 per share in cash probably.

• (2) 2020 earnings appropriation proposal had been audited by Audit

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Committee, and approved by the board meeting. (Please see Meeting Handbook)

Resolution:

• 5 -

Discussions and Elections

Proposal 1: (Board submitted)

Subject: Revise the Procedures for Election of Directors.

Description: (1) In compliance with the new rule of Tai-Cheng-Chih-Li-Tzi No. 1090009468 issued by competent authority on 2020/6/3.

• .

• (2) Please see Meeting Handbook for the revision table

Resolution:

Proposal 2: (Board submitted)

. Subject: Revise the Rules and Procedures for Shareholders’ Meeting

Description: (1) In compliance with the new rule of Tai-Cheng-Chih-Li-Tzi No.

11000014461 issued by competent authority on 2021/1/28.

• .

• (2) Please see Meeting Handbook for the revision table

Resolution:

Proposal 3: (Board submitted)

Subject: By-election of two independent directors.

Description: (1) TMC's twelfth independent director, Mr. Hsieh Tai Ning resigned on June

23, 2020 due to personal factors. Mr. Chen Hsin passed away on March 13, 2021. It is planned to elect two independent directors at the 2021 General Meeting of Shareholders.

• (2) According to Article 15 of the Articles of Association of TMC, the election of directors adopts a candidate nomination system. The newly elected independent directors shall take office from the date of by-election to the expiration of the current term of office, from May 31, 2021 to March 17, 2023.

• (3) The list of candidates for independent directors was approved by the company's board of directors on March 15, 2021. For their academic qualifications, experience and other relevant information, please refer to Meeting Handbook.

• (4) This election is based on the revised " the Procedures for Election of Directors ".

Resolution:

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Proposal 4: (Board submitted)

Subject: Agreed to the competition for the new director representative and new independent director.

• Description: (1) According to the provisions of Article 209 of the Company Law, "The directors shall explain the important content of their behaviors for themselves or others for acts within the business scope of the company, and obtain their permission."

• (2) Newly appointed director representatives and independent directors hold positions in other companies. Please refer to Meeting Handbook. Without prejudice to the interests of the company, it is proposed to submit to the 2021 Annual General Meeting of Shareholders to approve the removal of the prohibition of competition from the appointment of the director.

Resolution:

Motions

Adjournment

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