TTET — AGM Information 2023

May 31, 2023

Stock No.: 1232

TTET Union Corporation 2023 Annual General Shareholders’ Meeting

Agenda Handbook

May 25, 2023

Table of Contents

Meeting Agenda	1
Reported matters	2
Ratification	3
Discussions	4
Extemporaneous Motions	4
Appendix
2022 Business Report	5
Audit Committee’s Review Report	9
Financial Statements	10
2022 Statement of Earnings Distribution	32
Details of Position Relieved from the Non-Competition
Restrictions for Current Directors	33
Articles of Incorporation	36
Rules of Procedure for Shareholders’ Meetings	42
Minimum Shareholdings of All Directors and Total Shareholdings
of All Directors	46

2023 Annual General Shareholders’ Meeting agenda of TTET Union Corporation

Time: Thursday, May 25, 2023 at 10:00am

• Place: The office building of the Company located at No. 32, Gondye W. Road, Erzhen Village, Guantian District, Tainan City

Convening Method: Physical shareholders’ meeting

Meeting procedures:

• I. Call the meeting to order

• II. Chairman remarks

III. Reported matters

1. The Company’s 2022 Business Report.

2. 2022 Annual Final Accounting Books and Statements Reviewed by the Audit Committee.

3. 2022 Distribution of Remuneration to Employees and the Directors of the Company.

IV. Ratifications

1. Ratify 2022 Annual Final Accounting Books and Statements, Including the Business Report and Financial Statements.

2. Ratify 2022 Distribution of Earnings.

3. V. Discussions

4. Proposal of Relief from the Non-Competition Restriction for the Directors during Their Terms.

VI. Extemporaneous motions

VII. Meeting adjournment

• 1 -

Reported matters

• I. The Company’s 2022 Business Report.

• Explanation: Please refer to pages 5-8 of the Agenda Handbooks for the 2022 business report of the Company.

• II. 2022 Annual Final Accounting Books and Statements Reviewed by the Audit Committee.

• Explanation: The Audit Committee have reviewed the Company’s 2022 annual final accounts and statements of the Company and issued the Audit Committee’s Report accordingly. (Please refer to page 9 of the Agenda Handbooks for details.)

• III. 2022 Distribution of Remuneration to Employees and the Directors of the Company.

Explanation:

• I. Handled in accordance with Article 28 of the Company’s “Articles of Incorporation.”

• II. The Company’s net income before tax in 2022 before deducting the remuneration to employees and directors amounted to NT$1,556,352,674; 2% of it is contributed as compensation to employees for an amount of NT$31,127,053 and the remuneration to directors for an amount equivalent to 1.5% of said amount, which was NT$23,345,290, all paid in cash.

• 2 -

Ratification

Motion 1 (Presented by the Board of Directors)

• Subject: The Company’s 2022 annual final accounts and statements including business reports and financial statements are presented for ratification.

Explanation:

• I. Yeh, Fang-Ting, CPA and Lin, Tzu-Shu, CPA of PwC Taiwan have audited the 2022 parent company only financial statements and consolidated financial statements of the Company. The annual business report, parent company only financial statements and consolidated financial statements have been reviewed by the Audit Committee (Please refer to pages 5-8 and pages 10-31 of the Agenda Handbooks for details.)

• II. Please ratify

Resolution:

Motion 2 (Presented by the Board of Directors)

• Subject: The Company’s 2022 Statement of Earnings Distribution is presented for ratification.

Explanation:

• I. Please refer to pages 32 of the Agenda Handbooks for the 2022 distribution of earnings.

• II. For 2022, the Company intends to distribute the cash dividends as NT$6.0 per share, for a total of NT$959,849,490 to be distributed. Upon the approval of the shareholders’ meeting, the shareholders’ meeting is requested to authorize the Board of Directors to determine the ex-dividend base date and date of cash dividend distribution.

• III. The cash dividend is calculated and rounded up to the dollar according to the distribution ratio. The cash dividend less than NT$1 for the odd shares will be adjusted according to the decimal point top down and the order of the account number until it is in line with the total cash dividend distributed.

• IV. Please ratify

Resolution:

• 3 -

Discussions

Motion 1 (Presented by the Board of Directors)

Subject: The relief from the non-competition restriction for the directors during their terms is submitted for discussion.

Explanation:

• I. According to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to a shareholders’ meeting the essential contents of such an act and secure its approval.

• II. Where the directors of the Company concur the directors (independent directors included) of other companies with similar business scope to the Company, the Company’s business shall not be impeded. To comply with the regulatory requirement, it is intended to relieve the non-competition restrictions for the related positions.

• III. For the descriptions of these positions intended for relief from the non-competition restriction, please refer to pages 33-35 of the Agenda Handbook

Resolution:

Extemporary motions:

Meeting adjourned

• 4 -

2022 Business Report of TTET Union Corporation

I. Operating principles and implementation

The Company’s operating revenue amounted to NT$20.217 billion in 2022, representing an increase of approximately 20.54% over 2021, while the consolidated operating revenue amounted to NT$24.677 billion. Before tax, the Company’s net income amounted to NT$1.502 billion in 2022, representing a decrease of approximately 1.57% over 2021.

The growth of 2022 revenue mainly benefitted from the price of finished products rising due to the rising raw material prices. However, a decline in profit is inevitable due to the impacts from the COVID-19 pandemic, the Ukraine-Russia war, NTD depreciation, and global inflation. Nonetheless, these impacts have been relatively limited compared to other industries, thanks to the overall pandemic containment and economic stability of Taiwan, as well as the dedication and contribution of our colleagues in the related areas for achieving such results.

The Company has been focusing on the domestic market and the production and sale of soybeans related products (such as, soybean oil, soybean powder, soybean flakes, whole fat soybean powder and genetically and non-genetically modified edible soybeans) and a number of vegetable oil products (such as palm oil, canola oil or sunflower oil). Currently, most of the products of the Company are at the leading positions. However, we dare not to be content with the results. We will continue to start from our core advantages, concentrate on the development of our industry, constantly improve quality and endeavor to enhance service standards. We hope to meet customer needs through listening to the voice of the customer, and to build the foundation for the Company’s long-term development under the guidance of corporate culture of “ bona fides .”

The Company operates in a bulk material/domestic need industry, where all the raw materials used are imported (paid in USD), while the revenues are mostly in NTD. Therefore, the essential tasks required to be done well by the Company include ensuring the stable supply and arrival of raw materials, catching the good time to buy raw materials/USD (in particular when the market prices are greatly volatile), and controlling the risk positions of raw materials/USD.

The issues of concern in the industry have recently included the following: 1. logistic challenges: there are many variables for the raw material arrival from origin, ports of loading and sea conditions along the journeys. We will continuously monitor the impacts and take countermeasures whenever it requires. 2. Livestock issue: the animal epidemic and elevated costs of feeds have continued to impact the prosperity of the domestic husbandry. We will monitor the impacts and take precautions. 3. COVID-19 pandemic: while the COVID-19 pandemic has been slowing down, the variables remain. We will monitor its impacts on the needs for our products.

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II. Operating plan implementation results

Unit: NT$1,000

	Unit: NT$1,000	Unit: NT$1,000	Unit: NT$1,000
	(except for the after-tax earningsper share)
Title	Actual amount in 2022	Actual amount in 2021	Percentage of Increase (Decrease) %
Operatingrevenue	24,676,960	20,477,990	20.50
Operatingincome	1,474,053	1,530,914	(3.71)
Pre-taxprofit or loss	1,596,342	1,597,770	(0.09)
Post-taxearnings pershare	7.66	7.76	(1.29)

III. The implementation of operating revenue and expense budget

1. Operating revenue and expenses:

2. (1) Revenue: The consolidated net operating revenue amounted to NT$24,676,960 thousand in 2022.

3. (2) Expense: The consolidated operating cost amounted to NT$22,273,195 thousand in 2022.

4. The consolidated operating expenses amounted to NT$929,712 thousand in 2022.

The consolidated net non-operating expenses amounted to NT$122,289 thousand in 2022.

• (3) Earnings: For 2022, the consolidated net income before tax was NT$1,596,342 thousand with an income tax expense of NT$328,543 thousand. The net income after tax for the current period was NT$1,267,799 thousand.

• The Company did not disclose the consolidated financial forecast for 2022; therefore, the information regarding budget implementation is not available.

IV. Analysis of financial revenue & expense and profitability

	Title	2022	2021
Financial structure (%)	Debt-Asset Ratio(%)	28.71	29.21
	Ratio of Long-term funds to Property,Plant,and Equipment(%)	677.66	605.41
Solvency (%)	Current Ratio(%)	335.93	317.54
	Quick Ratio(%)	133.27	164.22
Profitability (%)	Return on Assets(%)	17.71	19.14
	ReturnonShareholders’ Equity (%)	24.79	26.54
	NetProfitRatio (%)	5.14	6.22
	Basic Earnings PerShare(NT$)	7.66	7.76

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V. Research and Development:

The Company is committed to the research and development of plant protein and edible oil products; in the future, related products will be launched to satisfy customers’ needs for one-stop procurement.

VI. Business Prospect

• Oil products: The Company is the largest domestic supplier for 18-liter bottled ” ”

• edible oil under the brand names, “Master and “Vitality. The oil products include soybean vegetable oil, canola oil, palm oil and deep-fried oil. The restaurant channel is the targeted market for the 18-liter bottled edible oil; therefore, demand is directly linked to the demand, increase and decrease of eating-out population, and economic changes. With the efforts of food safety and upgrade of brand value, it is expected that the sales volume of bottled oil will be stable.

The Company is also the largest domestic supplier of bulk packed soybean oil and canola oil, and has also launched the bulk packed sunflower oil and palm oil to satisfy our customers, who are primarily food processing plants, chemical plants and small packaging oil plants.

Taking into account the importance of edible oils to life in general, the Company will continuously provide high-quality oil products to the clients without safety concerns, as well as supplied stably and priced reasonably.

• Soybean powder: The Company is the largest domestic supplier of soybean powder. Its soybean powder products cover high/low protein soybean powder, soybean flakes, whole-fat soybean powder, and peeled whole-fat soybean powder, etc. primarily supplied to the feeds-related industry. Soybean powder contains plenty of soy protein, which is deemed the most affordable protein source of the feed industry in the world; therefore, it is an alternative to other vegetable protein ( e.g., canola meal) and even animal protein (such as fish powder). While domestic husbandry has faced competition from imported meat products, the overall scale of animal raising has been stable, thus the need for soybean powder has not changed greatly. In addition to the advantage of differentiation and quality, the Company’s soybean powder products have the strength in low-cost resulting from large-scale production. Therefore, we are confident of facing challenges in the future although competition is fierce in the industry.

• 7 -

Other aspects: The Company’s 18-liter bottled soybean oil exported to Japan is well-accepted by local customers due to its good quality, and its delivery remains stable currently. The Company’s small-sized products (2.0/2.6/3.0 liter) are favored by customers from the food and beverage service channels, with the sales volume growing stably. In addition, the Non-GMO soybean products imported by the Company as an agency are being sold continuously. In the future, we will seek more opportunities to serve as an agency for more famous brands to exert the synergy of channels.

Chairman: Lo Chih-Hsien

Manager: Chen Chao-Liang Chief Accountant: Hu Yu-Chih

• 8 -

TTET UNION CORPORATION

Audit Committee’s Review Report

It is agreed hereby with

the 2022 Business Report, Financial Statements, and the proposal of earning distributions, prepared and submitted by the Board of Directors; the Financial Statements have been audited by CPA Yeh Fang-Ting and Lin Tzu-Shu, with the Independent Accountant’s Audit Report. The Audit Committee has reviewed the aforesaid Business Report, Financial Statements, and proposal of earnings distribution, and found no nonconformity therein. Therefore, The report is hereby issued pursuant to Article 219 of the Company Act for approval.

Sincerely Yours

2023 General Shareholders’ Meeting of the Company

TTET Union Corp.

Huang Pei-Wen, Convener of the Audit Committee

March 3, 2023

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TTET Union Corp. 2022 Statement of Earnings Distribution

	Unit: NT$
Title	Amount
Net income after tax Plus: Re-measurement of the defined benefit plan (net) The amount of undistributed earnings of the year Less: Provision of legal reserve Less: Provision of special reserve surplus Current distributable amount Plus: Undistributed cumulative earnings of the previous year Total distributable amount 2022 intended earnings distribution Less: shareholders’ bonus (cash dividend NT$6 per share)	$ 1,226,204,402 26,011,686
	1,252,216,088 ( 125,221,609) (329,340)
	1,126,665,139 692,244,598
	$ 1,818,909,737 (959,849,490)
Undistributed cumulative earnings at the end of the year	$ 859,060,247

Note: The distribution order of earnings is based on the earnings generated in 2022 as the first priority and the deficit, if any, shall be covered by the undistributed earnings of the previous year.

Chairman: Lo Chih-Hsien Manager: Chen Chao-Liang Chief Accountant: Hu Yu-Chih

• 32 -

TTET Union Corp. Details of Position Relieved from the Non-Competition Restrictions for Current Directors

Deadline: December 31, 2022

	Deadline: December 31,2022
Name	Positions Held Concurrently in Other Companies
Uni-President Enterprises Corporation Representative: Lo Chih-Hsien	Chairman: Uni-President Enterprises Corp., President Natural Industrial Corporation, Ton Yi Industrial Corp., Prince Housing and Development Corp., PRESIDENT PACKAGING INDUSTRIAL CORP., Woongjin Foods Co. Ltd., Daeyoung Foods Co. Ltd., President International Development Corporation, Ltd., Uni- President China Holdings Ltd., Zhangjiagang President Nisshin Food Co., Ltd., SCINOPHARM TAIWAN, LTD., Uni-President (Philippines) Corp., Uni-President (Thailand) Ltd., Uni-President (Vietnam) Co., Ltd., Uni-President Enterprises (China) Investment Ltd., President Chain Store Corporation, UNI-PRESIDENT COLD-CHAIN CORP., PRESCO NETMARKETING, INC., UNI- PRESIDENT DREAM PARKS CO., President Century Corp., President Property Corporation, NANLIEN INTERNATIONAL CORPORATION, Prince Real Estate Co., Ltd., TIMES SQUARE INTERNATIONAL HOLDING COMPANY, TIMES SQUARE INTERNATIONAL STAYS CORPORATION, Times Square International hotel Corporation, Uni-President Express Corp., Cheng Shi Holdings Co. Vice Chairman: President Nisshin Corp. Director: Presicarre Corporation, Uni-Wonder Corporation, Uni-President Organics Corp., Uni-President Glass Industrial Co., Ltd., Cayman President Holdings Ltd., Kai Yu (BVI) Investment Co., Ltd., President Fair Development Corp., Uni-President Southeast Asia Holdings Ltd., Uni-President Asia Holdings Ltd., Uni-President Hong Kong Holdings Limited, Champ Green Capital Limited, Champ Green (Shanghai) Consulting Co., Ltd., Guangzhou President Enterprises Corp., Fuzhou President Enterprises Co., Ltd., Uni- President Enterprises (Xinjiang) Food Co., Ltd., Wuhan President Enterprises Food Co., Ltd., Kunshan United Enterprise Food Co., Ltd., Chengdu Uni-President Enterprise Food Co., Ltd., Shenyang President Enterprises Co., Ltd., Harbin President Enterprises Co., Ltd., Hefei President Enterprises Co., Ltd., Zhengzhou President Enterprises Co., Ltd., Beijing President Enterprises Drinks Co., Ltd., Kunshan President Enterprises Food Co., Ltd., Nanchang President Enterprises Co., Ltd., President (Shanghai) Trading Co., Ltd., Kunming President Enterprise Food Co., Ltd., Yantai Tongli Beverage Industries Co., Ltd., Changsha President Enterprises Co., Ltd., Bama President Mineral Water Co., Ltd., Nanning President Enterprises Co., Ltd., Zanjiang President Enterprises Co., Ltd., Chongqing President Enterprises Co., Ltd., Taizhou President Enterprises Co., Ltd., Akesu President Enterprises Co., Ltd., Changchun President Enterprises Co., Ltd., Uni-President Shanghai Management Consulting Co., Ltd., Uni-President Shanghai Pearly Century Co., Ltd., Baiyin President Enterprises Co., Ltd., Hainan President Enterprises Co., Ltd., Guiyang President Enterprises Co., Ltd., Jinan President Enterprises Co., Ltd., Hangzhou President Enterprises Co.,Ltd.,Wuxue President Mineral Water Co.,Ltd.,

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Name	Positions Held Concurrently in Other Companies
	Shijiazhuang President Enterprises Co., Ltd., Xuzhou President Enterprises Co., Ltd., Henan President Enterprises Co., Ltd., President (Kunshan) Trading Co., Ltd., Shanxi President Enterprises Co., Ltd., Jiangsu President Enterprises Co., Ltd., Changbaishan Mountain President Enterprises (Jilin) Mineral Water Co., Ltd., President Enterprise (Kunshan) Real Estate Development Ltd., Ningxia President Enterprises Co., Ltd., Shanghai President Enterprises Co., Ltd., Inner Mongolia President Enterprises Co., Ltd., Shaanxi President Enterprises Co., Ltd., Hutubi Uni-President Tomato Product Technology Limited; Uni-President Enterprises (Shanghai) Drink and Food Co., Ltd., Uni-President Enterprises (Tianjin) Co., Ltd., Hunan President Enterprises Food Co., Ltd., Uni- OAO Travel Service Corp., President Packaging Holdings Ltd., Kuang Chuan Dairy Co., Ltd., Kuang Chuan Foods Ltd., Uni- President Development Corp., President Professional Baseball Team Corp., Tait Marketing & Distribution Co., Ltd., Wei Lih Food Industrial Co., Ltd., Howard Beach Resort Kenting Co., Ltd., President (BVI) International Investment Holdings Ltd., President Chain Store (Labuan Island) Holdings Ltd., Retail Support International Corporation, Uni-President Assets Holdings Ltd., Prince Apartment Management Maintain Corp, Ltd., Top Power Investment Limited. Supervisor: Infinity Holdings Ltd; Eternity Holdings Ltd.; Celestial Prosperities Holdings Ltd. General manager: Presco NetmarketingInc.;Uni-President Express Corp.
Uni-President Enterprises Corporation Representative: Wu Liang-Feng	Chairman: Zhongshan President Enterprises Co., Ltd., Tianjiang President Enterprises Food Co., Ltd., Qingdao President Feed and Livestock Co., Ltd., Zhangzhou Uni-President Biotech Ltd., Master Channels Corporation. Director: ZhongjiaGang President Nissan Food Co., Ltd., President Chain Store Corporation, and President Nisshin Corp. General Manager: ZhangJiaGangPresident Nisshin Food Co.,Ltd.
Uni-President Enterprises Corporation Representative: Lee Ching-Tyan	Chairman: Uni-President (Korea) Co., Ltd. Director: Woongjin Foods Co., Ltd., Daeyoung Foods Co., Ltd., Shanghai Songjiang President Enterprises Co., Ltd., Tianjiang President Enterprises Food Co., Ltd., Qingdao President Feed and Livestock Co., Ltd., Uni-President (Philippines) Corp., Uni-President Marketing Co., Ltd., Uni-President (Vietnam) Co., Ltd., President Nisshin Corp. General Manager: Uni-President Enterprises Corp.
Uni-President Enterprises Corporation Representative: ChenChao-Liang	Director: Master Channels Corporation
Uni-President Enterprises Corporation Representative: ChangLi-Hsun	Director: President Securities Corporation

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Name	Positions Held Concurrently in Other Companies
Tai Hwa Oil Industrial Co., Ltd. Representative: Chen Yi-Tu	Chairman: Tai Hwa Oil Industrial Co., Ltd.; President International Trade and Investment Corp.; Zhangsheng Investment Co., Ltd.
Tai Hwa Oil Industrial Co., Ltd. Representative: Chen I-Tsunz	Chairman: TAI CHENG FLOUR MILL CO., LTD.
Great Wall Enterprise Co., Ltd.; Representative: Han Chia-Yau	Chairman: Great Wall Enterprise Co., Ltd., Chu Fu Investment Co., Ltd., River Huang Investment Limited, Saboten Co., Ltd., Gino Pasco, Great Wall Feedtech Co., Ltd., Total Nutrition Technologies Co., Ltd., City Chain Food Ltd., Oriental Best Foods Co., Ltd., Ltd., Oriental Best Foods Co., Ltd., Wan Neng Biomedical Co., Ltd., Honolulu Chain Food and Beverage Co., Neo Foods Company Limited, San Ming Investment Co., Ltd. Director: Anxin Chao Chu Co.,Ltd.;De-Jia Investment Co.,Ltd.
Independent Director: HuangPei-Wen	Director: Competence Enterprise Co., Ltd.
Independent Director: YuChung-Ying	Director: Hwa Zhong Construction Co., Ltd. Supervisor: Hwa-Shong Construction Group

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TTET Union Corp.

Articles of Incorporation

Chapter 1 General Principles

• Article 1: The Company has been incorporated pursuant to the Company Act. The Chinese name is 大統益股份有限公司 , and the English name is TTET Union Corporation.

• Article 2: The business operated by the Company are the followings:

• (I) Manufacturing, processing, sales and import and export business for various animal/vegetable oils.

• (II) Manufacturing/processing and sales business for bean flour (soybean slice), featured soybean, beverage (including packaged drinking water and mineral water), flour, noodles, wheaten food product, formula feed, complementary feed, corn flour, and their by-products.

• (III) Import, processing, sales business for amylum, avena sativa, oatmeal, fructose, red bean, mung bean, rice, corn, soya, barley and wheat.

• (IV) Distribution, quotation and bid business for agency of products mentioned above of domestic and foreign vendors.

• (V) Warehousing business for grains and businesses related to the items mentioned above.

• (VI) Business of operating co-generation plant.

• (VII) C102010 Dairy Product Manufacturing

• (VIII) C109010 Seasoning Manufacturing (IX) C201010 Prepared Animal Feeds Manufacturing (X) C108010 Sugar Manufacturing (XI) F101020 Wholesale of Vegetables (XII) F101030 Wholesale of Fruits (XIII) F101040 Wholesale of Livestock (XIV) F101050 Wholesale of Aquatic Products (XV) F102010 Manufacturing of Frozen Food (XVI) F102020 Wholesale of Edible Fat and Oil (XVII) F102030 Wholesale of Tobacco and Alcohol (XVIII) F102050 Wholesale of Tea (XIX) F102060 Wholesale of Dairy Products (XX) F102070 Wholesale of Canned Food (XXI) F102080 Wholesale of Dehydrated Food (XXII) F102090 Wholesale of Preserved Food (XXIII) F102100 Wholesale of Sugar Confectionery (XXIV) F102110 Wholesale of Bakery Products (XXV) F102120 Wholesale of Carbohydrate (XXVI) F102130 Wholesale of Seasoning (XXVII) F102140 Wholesale of Noodle (XXVIII) F103010 Wholesale of Animal Feeds

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(XXIX) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

• Article 3: The headquarters of the Company is set in Tainan City; branches may be established on- and offshore via the resolutions of the Board of Directors.

• Article 4: The announcements of the Company conform to the Company Act and related laws and regulations.

Chapter 2 Shares

• Article 5: The Company's capital amounted to NT$1.778 billion, and divided as 177.8 million shares, with a face value NT$10 per share. The Board is authorized to issue the share in different batches.

• Article 6: The shares of the company are registered shares; the shares are to be issued after signed or stamped by one or more directors representing the Company and certified pursuant to laws. The issued registered shares may be exempted from printing.

• Article 7: All shareholders shall prepare the seal card to be deposited with the Company. When claiming dividends, bonus, or any written correspondence with the Company, the seal card shall be referred to.

• Article 8: When transferring shares, the transferor and the transferee shall fill in the share transfer form, and seal/sign at the back of the shares. The transferee shall bring the shares to the Company for verification and registration to the shareholder register, before the transfer becomes valid. The transfer resulted from heritage, the supporting evidence shall be provided.

• Article 9: Should there be any losses of or damage to the shares, it shall be handled pursuant to the “Regulations Governing the Administration of Shareholder Services of Public Companies” issued by the competent authorities.

Article 10: Deleted.

• Article 11: The rename and transfer of shares are suspended within 60 days prior to the convening date of a regular shareholders' meeting, within 30 days prior to the convening date of a special shareholders' meeting or within 5 days prior to the target date fixed by the issuing company for distribution of dividends, bonus or other benefits.

Chapter 3 Shareholders Meetings

• Article 12: There are two types of shareholders meeting: regular meeting of shareholders, which are convened once every year by the board of directors, within six months after close of each fiscal year. Special meeting of shareholders: to be held when necessary pursuant to laws.

• Article 13: Shareholders who cannot attend the shareholders’ meeting in person for certain reasons may have a representative attending the meeting instead with the scope of authorization stated in the signed or sealed proxy that is prepared by the Company, or may attend the meeting in an electronic form. The delegation of attendance by the Company’s shareholder, shall be handled pursuant to the “Regulations Governing the Use of Proxies

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for Attendance at Shareholder Meetings of Public Companies.”

• Article 14: Each stock share held by the Company’s shareholders is entitled to one voting right, except for in any of the circumstances stated in Article 179 of the Company Act. The votes can be cast in writing or electronically.

• Article 15: For resolutions of the shareholders’ meetings, unless specified in the Company Act and the Articles of Incorporation otherwise, the passage is determined by the favorable votes from the majority of the attending shareholders’ voting rights.

• Article 16: Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the company within 20 days after the close of the meeting. The distribution of the minutes of shareholders' meeting may be effected by means of a public notice. The minutes of shareholders' meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The minutes shall be kept persistently throughout the life of the company.

Chapter 4 Board of Directors

• Article 17: The Company shall designate five to eleven directors (three independent directors included); the number of the directors is authorized to the board of directors to decide. The term is three years for each of them. They may be re-elected.

• The candidate nomination system is applied to the directors. The shareholders' meeting shall elect them from the candidate list with the cumulative voting system specified in Article 198 of the Company Act. However, the total registered shares held by the directors shall not be less than a certain percentage of the company's total issued shares; such requirement shall follow the orders of the competent authorities.

• For the professional qualifications, shareholdings, restriction of concurrence, recognition of independence, means of nomination and election, authority execution, and other matters to be complied with related to the independent directors, the related laws and regulations shall be followed.

The independent directors and general directors shall be elected at the same time but counted separately for their seats.

When the number of vacancies in the board of directors of the Company equals one-third of the total number of directors, and when all independent directors are discharged, the board of directors shall call, within 60 days, a special meeting of shareholders to elect succeeding directors to fill the vacancies. The terms are to fulfill the terms of the replaced directors. In case any director is unable to attend the board’s meeting, he/she may appoint another director to attend a meeting of the board of directors in his/her behalf with a proxy. A director may accept

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the appointment to act as the proxy referred to in the preceding Paragraph of one other director only.

• Article 17-1: The Company establishes the Audit Committee pursuant to Article 144 and 181-2 of the Securities and Exchange Act. The authorities of supervisors specified in the Company Act, the Securities and Exchange Act and other related regulations are carried by the Audit Committee.

  • The Audit Committee shall consist of all independent directors, with minimum three members. One of them is the convener, and at least of them must have the expertise in accounting or finance. The charters of the Audit Committee will be established by the board of directors separately.

• Article 18: The board of directors is organized by the directors. The chairperson shall be elected among the directors with two third of directors’ attendance and consents from the majority of the attending directors.

• Article 19: When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint a delegation to act as chair, or, where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.

• Article 20: For the operating guidelines and other material matters, the board of directors is entitled to resolve the executions other than the matters required to be resolved by the shareholders’ meetings pursuant to laws and regulations.

• Article 21: The authorities of the board of directors are as the follows:

• Review and discussion of the decisions made in the business plans.

• Review and discussion of the key articles and agreements.

• Establishment and dissolution of branches.

• Review and discussion of budgets and settlements.

• Assignment and Discharge of Managers.

• Other authorities set out by laws and regulations, or conferred by shareholders’ meetings.

• Article 22: Unless the Company Act specifies otherwise, the resolution of the boards shall be deemed passed with majority of directors’ attendance and the consents from the majority of the attending directors.

Article 23: Deleted.

• Article 24: The directors' remunerations are authorized to the board of directors to decide by referring to the peers’ standards.

• Article 24-1: The Company may obtain liability insurance for the directors and officials during their terms.

Chapter 5 Managers

Article 25: The Company may have managerial personnel, whose appointment and discharge and the remuneration shall follow Article 29 of the Company Act.

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Chapter 6 Accounting

• Article 26: The fiscal year of the Company is from January 1 to December 31 of a year.

• Article 27: Before the end of each financial year, the Board shall prepare the following documents, and pursuant to mandatory procedures, such documents shall be submitted to the General Shareholders’ Meeting for ratification.

  1. Business reports

  2. Financial statements

  3. Proposals of profit allocation or deficit-offsetting provision.

• Article 28: In cases of profits for the year, the Company shall set aside no less than 2% to be the remunerations for employees and no more than 2% to be those for board directors and supervisors. If there are accumulated losses, however, the value to make up for the losses should be set aside first.

• Profits for the year indicated in the preceding paragraph refer to the interest before employee remunerations and remunerations for directors and supervisors are subtracted from the before-tax interest of the year. Employee remunerations may be distributed to also employees of subordinate companies meeting certain criteria.

• Article 29: In the event that the annual audit renders earnings, the Company shall pay the business income tax according to law and offset losses from previous years and set aside 10% to be the legal reserve in case of surplus, unless the legal reserve reaches the total capital amount. In addition, after the special reserve is set aside or reversed as required by law, it becomes the disposable value for the current term, which, plus the undistributed earnings from the previous year, becomes the total distributable earnings. The Board of Directors is to stipulate the earnings distribution proposal reflective of future operating or re-investment needs and bring it forth in the shareholders’ meeting for acknowledgment prior to distribution. Shareholders’ bonus, however, shall account for 50% to 100% of the total earnings available for distribution. The industry the Company is in is changing; it is at the steady growth phase of its life cycle. The dividends policy takes into account budget expenditure from the Company’s capital in the future and the demand for capital in the future and weighs the necessity of supporting the capital demand with earnings. Cash dividends are prioritized. For the others, stock dividends are assigned. The ratio of stock dividends is limited at 50% of all dividends assigned for the year.

• Article 30: The Company may provide external guarantee to meet the business needs. The Company may reinvest in other business to meet the business needs, and may not be restricted for not exceeding 40% of the amount of its own paid-up capital, specified in Article 13 of the Company Act.

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Chapter 7 By-laws

Article 31: For any matter is not set out in the Article of Incorporation, the Company Act and other related laws and regulations shall apply.

Article 32: The Articles of Incorporation were enacted on April 23, 1982. The 1st amendment was made on June 30, 1983. The 2nd amendment was made on April 6, 1984. The 3rd amendment was made on June 20, 1984. The 4th amendment was made on February 15, 1985. The 5th amendment was made on June 29, 1985. The 6th amendment was made on June 28, 1986. The 7th amendment was made on November 9, 1987. The 8th amendment was made on June 29, 1989. The 9th amendment was made on April 27, 1990. The 10th amendment was made on June 15, 1990. The 11th amendment was made on June 22, 1991. The 12th amendment was made on April 15, 1992. The 13th amendment was made on May 8, 1993. The 14th amendment was made on June 29, 1994. The 15th amendment was made on May 26, 1995. The 16th amendment was made on June 10, 1996. The 17th amendment was made on June 21, 1997. The 18th amendment was made on June 27, 1998. The 19th amendment was made on June 25, 1999. The 20th amendment was made on June 22, 2000. The 21st amendment was made on June 14, 2002. The 22nd amendment was made on June 20, 2003. The 23rd amendment was made on June 9, 2006. The 24th amendment was made on June 21, 2007. The 25th amendment was made on June 17, 2008. The 26th amendment was made on June 11, 2010. The 27th amendment was made on June 10, 2011. The 28th amendment was made on June 6, 2012. The 29th amendment was made on June 11, 2014. The requirements with regards to independent directors in Paragraph 1, Article 17 started to be applied since the election of the directors of the 13rd round. The 30th amendment was made on June 14, 2016. The 31st amendment was made on June 14, 2017. The 32nd amendment was made in June 11, 2019. The 33rd amendment was made on July 27, 2021

TTET Union Corp.

Representative: Lo, Chih-Hsien

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TET Union Corporation Rules of Procedure for Shareholders Meetings

• I. The Company’s shareholders’ meetings shall follow the rules.

• II. The shareholder referred in the rules means the shareholders and their proxies.

• III. The Company shall identify the time and venue for acceptance of shareholders’ check-in and other requirements to be noted in the shareholders’ meeting notice. The time for acceptance of shareholders’ check-in referred to in the preceding paragraph shall be 30 minutes prior to when the meeting started. There shall be clear signs at the venue with adequate staff assigned to handle the process. Shareholders shall attend the meeting with the attendance certificate, attendance registry card or other documents presented. The proxy solicitors shall have their identity documents ready for verification.

• The shareholdings of the attending shareholders includes the shares represented by the attendance cards collected and the voting rights in writing or by electronic system.

• IV. Attendance at shareholders’ meetings shall be calculated based on numbers of shares.

• V. The venue for a shareholders’ meeting shall be the premises of this Corporation or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

• VI. Unless laws and regulations require otherwise, a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the chairperson shall appoint a delegation to act as chair or where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair. If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves. If the chair declares the shareholders’ meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

• VII. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting. Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands.

• VIII.The Company shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders’ meeting and the voting and vote counting procedures.

• The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the

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Company Act, the recording shall be retained until the conclusion of the litigation.

• IX. The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and the number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one-third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175 of the Company Act.

• When, prior to the conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may re-submit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

• X. If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.

• The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution of the shareholders’ meeting.

If the meeting is adjourned through a resolution, the shareholders may not select another chair or hold the meeting in other place. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders and then continue the meeting.

• XI. Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

• A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

• When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

• XII. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the

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agenda item, the chair may terminate the speech.

• XIII. If a juristic person is trusted to attend a shareholders’ meeting, the juristic person shall only appoint one representative to attend. When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.

• XIV. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

• XV. Regarding the discussion of proposals, when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote. For these proposals called for a vote by the chair, several proposals may be cast at the same time but voted separately.

• XVI. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders’ meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, list of the elected with the votes they obtained, list of not elected with the votes they obtained, shall be announced on-site at the meeting, and a record made of the vote.

• If any director shall be elected in a shareholders’ meeting, the Rules Governing Election of Directors established by the Company shall be followed.

• XVII. When a meeting is in progress, the chair may announce a break based on time considerations.

• For the votes to proposals, unless specified in the Company Act and the Articles of Incorporation otherwise, the passage is determined by the favorable votes from the majority of the attending shareholders’ voting rights. In case any shareholder is unable to attend the shareholders’ meeting for a reason, such shareholders may appoint a proxy to attend the meeting by providing the proxy form issued by the Company, pursuant to the Company Act and the “Regulations Governing the Use of Proxies for Attendance at the Shareholders’ Meetings of Public Companies” issued by the competent authorities. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation. The proxy form referred in the preceding paragraph shall be delivered to the Company before five days prior to the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

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• XVIII. For the votes to proposals, unless specified in the Company Act and the Articles of Incorporation otherwise, the passage is determined by the favorable votes from the majority of the attending shareholders’ voting rights.

• XIX. When there is an amendment or an alternative to a proposal, the chair shall decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

• XX. The chairperson may instruct the monitors (or security guards) to assist in maintaining the order at the meeting venue.

XXI. For any matter is not specified in the Rules, the Company Act, the Articles of Incorporation, and other related laws and regulations shall apply.

XXII. These Rules, and any amendments hereto, shall be implemented after adoption by shareholders’ meetings.

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TTET Union Corp. Minimum Shareholdings of All Directors and Total Shareholdings of All Directors

I. In accordance with Article 26, the Securities and Exchange Act, and Article 2, Paragraph 1, Subparagraph 3 and Paragraph 2, the total amount of the registered shares held by all the Company’s directors shall not be lower than 7.5% of the total amount of the Company’s issued shares; the Company also elects three independent directors; other than the independent directors, the shareholding percentage of all directors based on the percentage said in the preceding paragraph decreased to 80% (9,598,494 shares).

II. As of the date of suspending transferring (March 27, 2023), the shareholdings of all directors recorded in the shareholders’ register are as follows:

Position	Name	Number of shares held
Chairman	Representative of Uni-President Enterprises Corporation:LoChih-Hsien	61,594,201
Director	Representative of Uni-President Enterprises Corporation: Wu Liang-Feng	61,594,201
Director	Representative of Uni-President Enterprises Corporation:LeeChing-Tyan	61,594,201
Director	Representative of Uni-President Enterprises Corporation: ChenChao-Liang	61,594,201
Director	Representative of Uni-President Enterprises Corporation: ChangLi-Hsun	61,594,201
Director	Representative of Tai Hwa Oil Industrial Co., Ltd.: Chen Yi-Tu	27,745,706
Director	Representative of Tai Hwa Oil Industrial Co., Ltd.: Chen I-Tsunz	27,745,706
Director	Representative of Great Wall Enterprise Co., Ltd.: HanChia-Yau	15,416,960
Independent Director	Huang Pei-Wen	0
Independent Director	Yu Chung-Ying	0
Independent Director	Chen Hsu-Hwa	0
Total		104,756,867

Note: The issued shares by the Company: 159,974,915 shares

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