TST Group — AGM Information 2021

Aug 20, 2021

TST Group Holding Ltd. Notice of 2021 Annual General Meeting (Summary Translation)

The annual general meeting of the shareholders of TST Group Holding Ltd. (the “Company”) will be held on June 16, 2021 at 9:00 am at Conference Room C, 6F, No. 99, Fuxing North Road, Songshan District, Taipei City (Primasia Conference & Business Center).

• I. The agenda for the Meeting is as follows:

1. Report Items

   • (1) Report of 2020 Operating Results

   • (2) Audit Committee ’ s Audit Report on 2020 Financial Statements

   • (3) Report on status of 2020 distribution of remunerations to employees and directors

   • (4) Amendment of some articles in the Codes of Ethical Conduct

2. Ratification Items

   • (1) The 2020 consolidated financial statements and report of operating results are submitted for ratification

   • (2) Distribution of 2020 earnings

3. Discussion Items

   • (1) Amendment of some articles of the Procedures for Election of Directors

   • (2) Amendment of some articles of the Rules of Procedure for Shareholders Meetings

   • (3) Issuance of new restricted employees shares

4. Extempore motions

• II. The Main content of dividend distribution

Cash dividends (NT$6.5 per share) to shareholders total NT$ 203,768,500

• III. Issuance of new restricted employees shares：Please refer to Appendix.

• VI. The shareholder voting right could be exercised through the Internet from May 17, 2021 to June 13, 2021. Please login to the general shareholders meeting internet voting platform in the website of Taiwan Depository & Clearing Corporation to exercise voting right in accordance with the online instruction. (Website: http://www.stockvote.com.tw)

【Appendix】

The details of the intended issuance of new restricted employees are as follows:

• 1.Total number of shares issued: 600,000 ordinary shares

• 2.Terms and conditions of issuance

• (1) Issued price: The issuance of new restricted employees shares is bonus shares.

• (2) Vesting conditions:

  • I. If an employee issued with restricted shares remains on the job according to the following schedule and achieves the personal performance review metrics or corporate operational goals set up by the Company, the maximum vested percentage on the vesting day each year is as follows:

    • 1 year on the job: 30%

    • 2 years on the job: 30%

    • 3 years on the job: 40%

  • II. The achievement of personal performance targets, agreed by the Company and individual employees, is based on the personal performance criteria set by the Company during the most recent year when the vesting period expires.

  • III. Corporate operational goals are based on net incomes and earnings per share after tax, according to financial statements audited by CPAs and internal performance metric reports. The achievement level of these metrics is agreed between the Company and individual employees.

• (3) Treatment of failure to meet the vesting conditions or there is inheritance: The Company shall redeem for free and cancel the issued shares if employees do not meet the vesting conditions. Other matters shall be dealt with according to the Company’s regulations on issuances.

• (4) Other issuance conditions：None.

• 3.Eligibility of employees and number of shares to be issued or subscribed

• (1) Only the full-time employees of the Company and the employees of subordinated companies domestic and overseas already on the jobs on the date of issuance are eligible to be issued with new restricted employees shares.

• (2) The decision on the employees granted with new restricted shares and the number of such shares shall depend on tenures, position levels, work performances, overall contributions, special merits, or other management metrics, and shall be signed off by Chairman and approved by the Board of Directors. However, the granting of new restricted shares to managers and directors who are employees requires consent from Remuneration Committee.

1. Necessity of this issuance of new restricted employees shares: to attract and retain professional talents required by the Company, incentify employees and enhance employment engagement in order to create greater interest for the Company and shareholders.

2. Potential expensed amount as salaries, dilution to earnings per share and other effects on shareholders’ equity: Based on the closing price at NT$162 of the Company’s shares on March 16, 2021, the maximum potential expenses will be NT$97,200,000 if all issued shares are vested. This is distributed into NT$56,700,000 for 2021, NT$27,540,000 for 2022 and NT$12,960,000 for 2023, according to the vesting conditions, and translated into potential reduction of earnings per share by NT$1.81 for 2021, NT$0.88 for 2022, and NT$0.41 for 2023 based on the Company’s 31,349,000 shares outstanding. The influence on shareholders’ equity is unlikely to be material.