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Taiwan Mobile Co., Ltd.

2020 Annual General Shareholders’ Meeting

Meeting Minutes

(Translation)

June 18, 2020

Note to Readers:

If there is any discrepancy between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese version shall prevail.

2020 AGM Meeting Minutes

Time: 9:00 a.m., Thursday, June 18, 2020
Place: 6F, No. 88, Yanchang Rd., Xinyi Dist., Taipei City

(Taipei New Horizon Building)

Total outstanding shares of Taiwan Mobile (excluding the shares with no voting rights stipulated in Article 179 of the Company Act) : 2,810,624,891 shares
Total shares represented by shareholders present (including 2,434,181,943 shares represented by shareholders executing voting rights through e-voting) : 2,542,073,424 shares
Percentage of shares held by shareholders present: 90.44%
Chairman: Daniel M. Tsai / Recorder: Irene Chen
Directors present: Daniel M. Tsai, Chairman of the Board of Directors

Richard M. Tsai, Director

Hsueh-Jen Sung, Independent Director

Char-Dir Chung, Independent Director

Hsi-Peng Lu, Independent Director

Jamie Lin, Director

Attendees : Che-Hung Chen, Attorney, Chen and Lin Attorneys-at-Law

Casey Lai, CPA, Deloitte & Touche

The aggregate shareholding of the shareholders present constituted a quorum. The Chairman

called the meeting to order.

Chairman’s Address (omitted)
Report Items

1. The 2019 Business Report

The 2019 Business Report is attached hereto as Attachment I.

2. The 2019 Audit Committee Report

The 2019 Audit Committee Report is attached hereto as Attachment II. The communication between the Audit Committee and Internal Audit Chief Officer is attached hereto as Attachment III.

3. The distribution of the 2019 employees’ and directors’ compensations

(1) Article 30-1 of the Company’s Articles of Incorporation promulgate that if the Company has profits in a fiscal year, it shall set aside 1% to 3% of the profits as employee bonuses and not more than 0.3% of the profits as director compensation.

(2) The 2019 employees’ and directors’ compensations are NT$437,879,577 and NT$43,787,958, respectively, which was approved by the Board and the total amounts were distributed in cash.

4. The latest results of sustainable performance evaluation

(1) Dow Jones Sustainability Indices (DJSI) review results were announced on September 13, 2019. The Company has been selected for DJSI World Index for three consecutive years and Dow Jones Sustainability Emerging Markets Index for the eighth consecutive year, ranking second in the global telecommunications industry.
(2) CDP review results were announced on January 20, 2020. The Company received the top grade “A” from the CDP in its “Climate Change 2019 Program”.

(3) “2020 Sustainability Yearbook” was published by SAM on January 30, 2020. The Company received a Sustainability Leaders - Silver Class award in the global telecommunications services category for three years in a row.

Proposed Resolutions

1. To approve the 2019 Business Report and Financial Statements

Taiwan Mobile’s (The Company) financial statements were audited by certified public accountants, Li-Wen Kuo and Kwan-Chung Lai, of Deloitte & Touche. The 2019 Business Report, CPA’s audit report, and financial statements are attached hereto as Attachments I, IV and V.

RESOLVED, the above proposal was accepted as submitted.

Voting Results:

Voting Results:
Number of shares	For
represented at the time of voting	Shares	%	Against	Invalid	Abstained
2,542,073,424	2,380,866,131	93.65	1,119,462	0	160,087,831

2. To approve the proposal for the distribution of the 2019 retained earnings

(1) The Company’s 2019 net income was NT$12,481,166,870 (please see Attachment VI for the 2019 Earnings Distribution Proposal).
(2) The cash dividend from retained earnings proposed by the Board is NT$11,756,843,920. The Company received letters of agreement from TCC Investment Co., Ltd. (TCCI), TCCI Investment & Development Co., Ltd. (TID) and TFN Union Investment Co., Ltd. (TUI) forfeiting their share of dividends from the Company. Deducting 698,751,601 shares collectively owned by TCCI, TID and TUI from the total outstanding shares of 3,509,376,492, the share count entitled to receive dividends is 2,810,624,891, representing a cash dividend of NT$4.183 per share. It is proposed that the Chairman be authorized to set a record date for distribution and make relevant adjustments, if any, based on the total number of shares outstanding on the record date. Total amount of the cash dividend paid to each shareholder shall be rounded down to the nearest dollar and the remainder will be recognized in other revenue of the Company.

RESOLVED, the above proposal was accepted as submitted.

Voting Result s:

Voting Results:
Number of shares	For
represented at the time of voting	Shares	%	Against	Invalid	Abstained
2,542,073,424	2,383,629,183	93.76	195,837	0	158,248,404

3. To approve the cash return out of capital surplus

Cash return from capital surplus proposed by the Board is NT$1,593,624,313. The Company received letters of agreement from TCC Investment Co., Ltd. (TCCI), TCCI Investment & Development Co., Ltd. (TID) and TFN Union Investment Co., Ltd. (TUI) forfeiting their share of cash return from the Company. Deducting 698,751,601 shares collectively owned by TCCI, TID and TUI from the total outstanding shares of 3,509,376,492, the share count entitled to receive dividends is 2,810,624,891, representing a cash distribution of NT$0.567 per share. It is proposed that the Chairman be authorized to set a record date for distribution and make relevant adjustments, if any, based on the total number of shares outstanding on the record date. Total amount of the cash dividend paid to each shareholder shall be rounded down to the nearest dollar and the remainder will be recognized in other revenue of the Company.

RESOLVED, the above proposal was accepted as submitted.

Voting Results:

Number of shares	For
represented at the time of voting	Shares	%	Against	Invalid	Abstained
2,542,073,424	2,351,502,100	92.50	117,628	0	190,453,696

4. To approve revisions to the Articles of Incorporation

To meet the needs for our operation, the Company proposed revisions to Article 2 of the Articles of Incorporation. Please refer to Attachment VII for articles and amendments.

RESOLVED, the above proposal was accepted as submitted.

Voting Results:

Number of shares	For
represented at the time of voting	Shares	%	Against	Invalid	Abstained
2,542,073,424	2,352,448,139	92.54	148,891	0	189,476,394

5. To approve revisions to the Rules and Procedures Governing Shareholders’ Meeting

In compliance with the Taiwan Stock Exchange Corporation’s issuing of interpretation No. 1080024221 related to the “Sample Template and Rules of Procedures for Shareholders Meetings” on January 2, 2020, the Company proposed the following revisions:

(1) The entire proceedings of the Meeting shall be tape recorded and videotaped (Article 2).
(2) In case the shareholder proposal is to urge the Company to promote public interest or fulfill its social responsibilities, the board of directors may still include it in the agenda (Article 2-1).

(3) Related motions (including extraordinary motions and amendments to original proposals) shall be resolved by voting. Delete the provision - “the resolution is deemed to have been adopted if no objection is heard in response to the chairman’s inquiry. Such a resolution is equivalent to a decision duly resolved through voting” (Article 5, Article 12).

Please refer to Attachment VIII for completed articles and the before and after amendments for comparison.

RESOLVED, the above proposal was accepted as submitted.

Voting Results:
Number of shares	For
represented at the time of voting	Shares	%	Against	Invalid	Abstained
2,542,073,424	2,352,444,647	92.54	152,383	0	189,476,394

6. To approve revisions to the Rules for Election of the Directors

In compliance with the Financial Supervisory Commission’s issuing of interpretation No. 1080361934 related to the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” on January 15, 2020, the Company proposed the following revisions:

(1) To amend the independence criteria for independent director (Article 6). Two years before being elected or during the term of office, an independent director of the Company shall not have been or be any of the following:
i. A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the Company under Article 27, paragraph 1 or 2 of the Company Act.
ii. If a majority of the Company's director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company.
iii. If the chairperson, president, or person holding an equivalent position of the Company and a person in any of those positions at another company or institution are the same person or are spouses: a director (or governor), supervisor, or employee of that other company or institution.
(2) When providing a recommended slate of director candidates, a shareholder or the board of directors shall specify each nominee’s name, educational background, working experience, and submit therewith documentation that the nominees meet the requirements of Article 5, paragraph 1, and Article 6, and other documentary proof (Article 7).

Please refer to Attachment IX for completed articles and the before and after amendments for comparison.

RESOLVED, the above proposal was accepted as submitted.

Voting Results:
Number of shares represented at the time of voting	For		Against	Invalid	Abstained
	Shares	%
2,542,073,424	2,352,041,848	92.52	169,182	0	189,862,394

7. To elect nine board directors (including five independent directors) for the ninth term

(1) With the term of the current Board of Directors set to expire, the ninth term of Board of Directors shall be elected at the 2020 AGM.
(2) Article 21 and 21-1 of the Company’s Articles of Incorporation promulgate that nine to eleven directors (at least three independent directors), with a three-year tenure of office, shall be persons with legal capacity elected by the shareholders at the shareholders’ meeting and shall be determined by a candidate nomination system.
(3) The ninth term of the Board of Directors with nine directors (including five independent directors) who will hold office from June 18, 2020 to June 17, 2023 shall be elected at the 2020 AGM. The candidate list of directors was reviewed and approved at the board meeting on April 30, 2020.

Please see the candidate list of directors below and refer to Attachment X for the Rules for Election of the Directors.

		Director Candidates	Director Candidates
Name	Education	Experience	Current Major Position	Current Shareholding (share)
Fu-Chi Investment Co., Ltd. Representative: Daniel M. Tsai	LL.M., Georgetown University LL.B., National Taiwan University	-Chairman, Fubon Financial Holding Co., Ltd. ~~-~~ Chairman, Taipei Fubon Commercial Bank Co., Ltd. ~~-~~ Chairman, Fubon Insurance Co., Ltd.	-Chairman, Taiwan Mobile Co., Ltd. -Standing Director, Taipei Fubon Commercial Bank Co., Ltd. -Chairman, Taiwan Fixed Network Co., Ltd.	5,748,763
Fu-Chi Investment Co., Ltd. Representative: Richard M. Tsai	MBA, Stern School of Business, New York University BBA, National Taiwan University	-Chairman, Fubon Securities Co., Ltd. -Chairman, Taiwan Mobile Co., Ltd.	-Chairman, Fubon Financial Holding Co., Ltd. -Chairman, Fubon Life Insurance Co., Ltd.	5,748,763

		Director Candidates	Director Candidates
Name	Education	Experience	Current Major Position	Current Shareholding (share)
Fu-Chi Investment Co., Ltd. Representative: Chris Tsai	Bachelor of Science in Economics, Wharton School, University of Pennsylvania	-Executive Assistant to President, Fubon Life Insurance Co., Ltd. -President, Fubon Sports & Entertainment Co., Ltd.	-Deputy CIO & EVP, Fubon Financial Holding Co., Ltd. -President, Fubon Financial Venture Capital Co., Ltd. -President, FinTech Office, Fubon Financial Holding Co., Ltd. -Chairman, Fubon Sports & Entertainment Co., Ltd. -General Manager, Fubon Guardians Professional Baseball Team -General Manager, Fubon Braves Professional Basketball Team	5,748,763
TCC Investment Co., Ltd. Representative: Jamie Lin	MBA, Stern School of Business, New York University BS in Chemical Engineering with a minor in Economics, National Taiwan University	-Co-founder/VP of Product, Social Sauce -Associate, HSS Ventures -Co-founder/GM of Greater China, lntumit	-President, Taiwan Mobile Co., Ltd. -Chairman, AppWorks Ventures -Director, Winbond Electronics -Director, 91APP -Director, momo.com Inc.	200,496,761

		Independent Director Candidates
Name	Education	Experience	Current Positions	Shareholding (Shares)
Hsueh-Jen Sung	MBA, Harvard University MBA, National Chengchi University BS in Management Science, National Chiao Tung University	-Vice Chairman and Member of Global Partnership Committee and Asian Management Committee, Goldman Sachs (Asia) Ltd. -President and CEO, Grand Cathay Securities Corp. -Country Manager, Westpac Banking Corp.	-Chairman, Vaucluse Capital Management Ltd. -Chairman, Shin Chiuan Capital Management Ltd.	0

Independent Director Candidates

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Shareholding
Name Education Experience Current Positions
(Shares)
Char-Dir Chung Ph.D. and MS in - Minister without - Distinguished Professor, 0
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Independent Director Candidates	Independent Director Candidates	Independent Director Candidates	Independent Director Candidates	Independent Director Candidates
Name Education Experience Current Positions Shareholding (Shares)
Char-Dir Chung	Ph.D. and MS in	-Minister without	-Distinguished Professor,	0
	Electrical Engineering, University of Southern California BS in Electrical Engineering, National Taiwan University	Portfolio, Executive Yuan -Member / Deputy Convener / Executive Secretary, Board of Science and Technology, Executive Yuan -Member / Deputy Convener / Executive Secretary, National Information and Communications Initiative Committee, Executive Yuan -Deputy Executive Secretary, Science and Technology Advisory Group, Executive Yuan -Convener, Performance Evaluation Committee of Technology Development Program, Ministry of Economic Affairs -SIS Chair Professor, National Taiwan University -Chairman, Department of Communication Engineering, National Central University -Director, Graduate Institute of Communication Engineering, National Central University	Department of Electrical Engineering and Graduate Institute of Communication Engineering, National Taiwan University -IEEE Fellow -Director, Board of National Information Infrastructure Enterprise Promotion Association -Director, Board of Automotive Research and Testing Center -Standing Supervisor, Board of Computer Skills Foundation

Independent Director Candidates

Independent Director Candidates	Independent Director Candidates	Independent Director Candidates	Independent Director Candidates	Independent Director Candidates
Name	Education	Experience	Current Positions	Shareholding (Shares)
Hsi-Peng Lu	Ph.D. in Industrial Engineering, University of Wisconsin Madison	-Dean, Management School, National Taiwan University of Science and Technology -Dean, Honor College, National Taiwan University of Science and Technology -Dean, Student Affairs Office, National Taiwan University of Science and Technology -Chair, Department of Information Management, National Taiwan University of Science and Technology	-Professor, Department of Information Management, National Taiwan University of Science and Technology, ROC -Independent Director, Yuen Foong Yu Investment Holding Co., Ltd. -Independent Director, SHUI-MU International Co., Ltd. -Independent Director, 91APP -Chairman, LIANG SHING ECLIFE Co., Ltd.	0
Tong Hai Tan	Bachelor of Electrical Engineering, National University of Singapore	-President & CEO, StarHub Pte Ltd. (Singapore) -President & CEO, Singapore Computer Systems Ltd. -President & CEO, Pacific Internet Ltd.	-Executive Director, SEAX Global Pte Ltd. (Singapore)	0
Drina Yue	BS in Electrical Engineering, MS in Computer Science, University of Illinois Urbana- Champaign	-Senior Executive Management in multinational companies (AT&T, Motorola, Western Union) -BOD of Gemalto -CEO of iSteelAsia -Senior Advisor of GSMA	-Christian Action Asia Board of Director	0

Election Results: Nine directors (including 5 independent directors) for the ninth term elected by the shareholders present are listed as follows:

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Shareholder account #
Title Name Votes Received
or ROC ID #
Fu-Chi Investment Co., Ltd.
Director 515 1,515,241,060
Representative: Daniel M. Tsai
Fu-Chi Investment Co., Ltd.
Director 515 1,430,933,478
Representative: Richard M. Tsai
Independent Director ROC ID# R10296* Hsueh-Jen Sung 1,389,352,908
Independent Director ROC ID# B12066 Char-Dir Chung 1,387,780,728
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Shareholder account #
Title Name Votes Received
or ROC ID #
Independent Director ROC ID# A12060* Hsi-Peng Lu 1,386,919,925
Independent Director K0439 Tong Hai Tan 1,386,709,591
Independent Director KJ057 Drina Yue 1,386,428,579
Fu-Chi Investment Co., Ltd.
Director 515 1,289,471,264
Representative: Chris Tsai
TCC Investment Co., Ltd.
Director 172939 1,250,317,310
Representative: Jamie Lin
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8. To approve the removal of the non-competition restrictions on the Board of Directors

(1) According to Article 209 of the Company Act, a director, who acts for himself or on behalf of another person that is within the scope of the company's business, shall clarify the essential content of his act to the meeting of shareholders and secure AGM’s approval.
(2) Vote on the removal of the non-competition restrictions on the Board of Directors that operate or invest in other business with the same or similar business scope of the Company until the end of their term of office.

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Name Current position(s) in other companies
Chairman, Tien Chien Co., Ltd.
Chairman, Ti Kun Co., Ltd.
Chairman, Hsi Po Lai Co., Ltd.
Daniel M. Tsai Chairman, Yi Fu So Co., Ltd.
Chairman, Taipei New Horizon Co., Ltd.
Chairman, Dun Fu Co., Ltd.
Chairman, Chung Shing Development Co., Ltd.
Director, Tien Chien Co., Ltd.
Director, Ti Kun Co., Ltd.
Director, Hsi Po Lai Co., Ltd.
Richard M. Tsai Director, Yi Fu So Co., Ltd.
Director, Colossians Co., Ltd.
Director, Chung Shing Development Co., Ltd.
Director, Cho Pharma, Inc.
Chairman, Vaucluse Capital Management Ltd.
Hsueh-Jen Sung
Chairman, Shin Chiuan Capital Management Ltd.
Independent Director, SHUI-MU International Co., Ltd.
Hsi-Peng Lu
Chairman, LIANG SHING ECLIFE Co., Ltd.
Tong Hai Tan Executive Director, SEAX Global Pte Ltd. (Singapore)
Director, momo.com Inc.
Chris Tsai
Director, Taipei New Horizon Co., Ltd.
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Name Current position(s) in other companies
Director, momo.com Inc.
Director, Taipei New Horizon Co., Ltd.
Director, Winbond Electronics Corp.
Jamie Lin
Chairman, AppWorks Ventures
Chairman, Union Cable TV Co., Ltd.
Chairman, Globalview Cable TV Co., Ltd.
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(3) According to Article 178 of the Company Act, a shareholder, who has a conflict of interest with a proposed resolution, shall recuse himself from voting or from exercising the voting rights on behalf of other shareholders in the AGM.

RESOLVED, the above proposal was accepted as submitted.

Voting Results (Number of shares represented at the time of voting excluded the shares with no voting rights due to a conflict of interest stipulated in Article 178 of the Company Act):

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Number of For
shares
Name represented Against Invalid Abstained
Shares %
at the time of
voting
Daniel M. Tsai 2,441,161,946 1,775,961,851 72.75 17,514,426 0 647,685,669
Richard M. Tsai 2,443,013,998 1,777,810,903 72.77 17,517,426 0 647,685,669
Hsueh-Jen Sung 2,542,073,424 1,893,017,505 74.46 1,369,689 0 647,686,230
Hsi-Peng Lu 2,542,073,424 1,893,029,230 74.46 1,357,964 0 647,686,230
Tong Hai Tan 2,542,073,424 1,893,023,072 74.46 1,362,321 0 647,688,031
Chris Tsai 2,533,194,234 1,884,145,561 74.37 1,362,444 0 647,686,229
Jamie Lin 2,542,073,424 1,893,009,303 74.46 1,377,192 0 647,686,929
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Special Motion

None

Meeting Adjourned (Time: 09:28 a.m.)

In compliance with Article 183, Paragraph 4 of the Company Act, the meeting minutes hereby summarizes the main content and pertinent voting results of the Annual General Shareholders’ Meeting.

ATTACHMENTS

Attachment I

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Taiwan Mobile Co., Ltd.

Business Report

From consumption to entertainment, the rapid changes in technology have altered the way people live. New business opportunities entail new business models. Taiwan Mobile (“TWM”, or “the Company”) believes that technology springs from humanity and should be incorporated into everyday life. Through forward-looking business planning, the Company has continued its pioneering role, breaking conventions and embracing change to develop new growth curves. As always, it applies the highest standards to corporate governance, shareholder value and customer satisfaction, and regards sustainability as a corporate social responsibility.

Innovative intelligent applications

In 2019, leveraging its expertise in internet of things (IoT), cloud and artificial intelligence (AI), Taiwan Mobile developed a host of products and services that are closely intertwined with our daily lives. This included myAir-S1 portable PM2.5 detector, a smart retail platform for charity, smart communities, an AI energy management cloud platform and a mobile card reader. The Company also joined forces with Google to expand smart home application through a smart speaker that integrates cable TV and audio-visual services with voice commands. Going forward, TWM is looking to 5G technology that will enable development of innovative applications, such as multi-angle broadcasting, virtual reality and augmented reality, smart therapy and smart factory.

New business roadmap, new frontier

To capture emerging business opportunities from digital convergence and smart home developments, Taiwan Mobile launched an all-round digital convergence plan that covers mobile, fixed broadband, and video/music streaming services. Apart from promoting “Smarter Home” services to consumers at its retail stores, the Company also enhanced online and offline integration with its e-commerce platform momo. TWM’s solid presence in the mobile, fixed network, cable TV and e-commerce fields lends support to its continuing efforts to promote product differentiation and achieve wider business synergy.

World-class corporate governance

Taiwan Mobile has consistently striven to be a role model in corporate sustainability, with the Company once again receiving numerous commendations for its efforts in the past year. TWM was selected by SAM, a leading international sustainability investment specialist, for inclusion in its “2019 Sustainability Yearbook,” receiving a Silver Class award for the second consecutive year. The Company was also included in the Dow Jones Sustainability Indices (DJSI) Emerging Markets Index for the eighth consecutive year and in the DJSI World Index for the third time, grabbing the No. 2 spot.

Valuing customer satisfaction and shareholders' interests

Taiwan Mobile has created solid returns for its shareholders by maintaining a cash dividend yield of around 5% in recent years through a calibrated investment strategy and prudent capital expenditure, while earning widespread recognition for its excellent customer service. In addition to receiving the Best Customer Service Center award at the Customer Service Excellence Awards for three years in a row, the Company’s myfone stores and customer service center also received SGS Qualicert certification for the eighth consecutive year.

Corporate social responsibility

As a national telecom industry leader, TWM believes it is its duty not only to pursue solid operational and financial performances, but also to share the benefits of its steady growth over the years with society. In 2019, the Company passed the Science Based Targets Initiative (SBTi) evaluation, becoming the first non-electrical manufacturer in Taiwan and the second telecom service provider throughout Asia to pass this stringent international verification. Additionally, TWM takes pride in winning its 13th Corporate Social Responsibility Award from Global Views Monthly and its 12th Excellence in Corporate Social Responsibility Award from CommonWealth Magazine , where it ranked first in the telecom industry and was among the top 10 in the large enterprise category. TWM earned further distinction by receiving 10 awards at the 2019 Taiwan Corporate Sustainability Awards and was honored with the Most Prestigious Sustainability Award – Top 10 Domestic Corporations for the fifth time, the most amongst domestic telecom peers.

In addition to setting a corporate vision and strategic goals, TWM believes execution, introspection and improvement are the keys to its future growth.

2019 operating and financial results

With easing competition in the telecommunications market in 2019, TWM utilized group resources to introduce differentiated products and services that match consumer trends in order to mitigate the impact on revenue of declining tariffs and a lengthening handset replacement cycle. This, coupled with efforts to boost contributions from non-telecom businesses, helped the Company’s YoY profitability trend to turn positive in the second half of the year. TWM reported consolidated revenue of NT$124.4 billion, EBITDA of NT$33.4 billion and a net profit of NT$12.5 billion. Earnings per share of NT$4.51 were in line with management guidance. Continued investment in research and development bore fruit, including deploying deep learning to boost efficiency in base station resource allocation, utilizing AI algorithms to provide personalized recommendations, and supporting smart home applications, such as smart speakers and virtual assistants.

Outlook

2020 will mark the first year of the 5G era, where its capabilities in enhanced mobile broadband (eMBB), ultra-reliable and low latency communications (URLLC) and massive machine type communications (mMTC), coupled with AI technology, will change industries and lifestyles. While smart therapy, smart factory and other vertical markets, as well as cloud gaming, offer new opportunities, telecom players face challenges in setting 5G rates, as well as planning commercial rollouts and timely introduction of new applications.

Bearing in mind our responsibility to shareholders and consumers alike, TWM aspires to integrate technology into everyday life, while bolstering information security, to facilitate its transformation into a smarter enterprise, with increasing profit contributions from its consumer, cable TV, enterprise and retail business groups.

Chairman

Attachment II

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Taiwan Mobile Co., Ltd.

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Taiwan Mobile Co., Ltd.

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Attachment III

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Attachment IV

The 2019 Consolidated Financial Statements

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Attachment V

The 2019 Standalone Financial Statements

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Attachment VI

Taiwan Mobile Co., Ltd. 2019 Earnings Distribution Proposal

Unit: NT$

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Item Amount
Unappropriated retained earnings as of December 31, 2018 491,330,014
Effects of retrospective application 32,605,286
Actuarial losses of 2019 (44,056,400)
Adjustments due to investments accounted for using equity method (51,217,147)
Unappropriated retained earnings - Adjusted 428,661,753
Net income of 2019 12,481,166,870
Legal reserve appropriation (10%) (1,248,116,687)
Reversal of special reserve appropriation 95,381,150
Retained earnings available for distribution 11,757,093,086
Appropriation:
Cash dividends (Note 1) (11,756,843,920)
Balance of unappropriated retained earnings 249,166
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Note 1: Refer to the second proposed resolution regarding the distribution of the 2019 retained earnings.

Attachment VII

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Taiwan Mobile Co., Ltd.

Articles of Incorporation

Before and After Amendments for Comparison

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Article Amended Original Explanation
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Article Amended Original Explanation	Article Amended Original Explanation	Article Amended Original Explanation	Article Amended Original Explanation

2	The scope of business of the Company shall be: 1. F401021 Regulated Telecom Radio Frequency Equipment and Materials Import; 2. G901011 Type I Telecommunications Enterprise; 3. G902011 Type II Telecommunications Enterprise; 4. I301040 Third-Party Payment; 5. I301020 Data Processing Services; 6. J303010 Magazine and Periodical Publication; 7. J304010 Book Publishers; 8. J305010 Audio Tape and Record Publishers; 9. J399010 Software Publication; 10. J399990 Other Publishers Not Elsewhere Classified; 11. F108031 Wholesale of Drugs, Medical Goods; 12. F208031 Retail Sale of Medical Equipment; 13. E601010 Electric Appliance Construction; 14. E701010 Telecommunications Construction; 15. CC01080 Electronic Parts and Components Manufacturing; 16. E601020 Electric Appliance Installation; 17. E602011 Frozen and Air-conditioning Engineering 18. E603090 Illumination Equipment Construction; 19. IG03010 Energy Technical Services; 20. H703100 Real Estate Rental and Leasing;	The scope of business of the Company shall be: 1. F401021 Regulated Telecom Radio Frequency Equipment and Materials Import; 2. G901011 Type I Telecommunications Enterprise; 3. G902011 Type II Telecommunications Enterprise; 4. I301040 Third-Party Payment; 5. I301020 Data Processing Services; 6. J303010 Magazine and Periodical Publication; 7. J304010 Book Publishers; 8. J305010 Audio Tape and Record Publishers; 9. J399010 Software Publication; 10. J399990 Other Publishers Not Elsewhere Classified; 11. F108031 Wholesale of Drugs, Medical Goods; 12. F208031 Retail Sale of Medical Equipment; 13. E601010 Electric Appliance Construction; 14. E701010 Telecommunications Construction; 15. CC01080 Electronic Parts and Components Manufacturing; 16. E601020 Electric Appliance Installation; 17. E602011 Frozen and Air-conditioning Engineering 18. E603090 Illumination Equipment Construction; 19. IG03010 Energy Technical Services; 20. H703100 Real Estate Rental and Leasing;	Added the scope of business.

Article	Amended	Original	Explanation
	21. JE01010 Rental and Leasing Business; and 22. J401010 Motion Picture Production 23. J402010 Motion Picture Distribution 24. J503020 Television Production 25. J503030 Broadcasting and Television Program Distribution 26. E501011 Water Pipe Construction 27. EZ05010 Apparatus Installation Construction 28.ZZ99999 Any other business (other than those approved by the relevant authorities) not prohibited or restricted by law.	21. JE01010 Rental and Leasing Business; and 22. ZZ99999 Any other business (other than those approved by the relevant authorities) not prohibited or restricted by law.
34	These Articles of Incorporation were agreed to and signed on 30 January 1997. … The twenty- eighth amendment was made on 12 June 2019 The twenty-ninth amendment was made on 18 June 2020	These Articles of Incorporation were agreed to and signed on 30 January 1997. … The twenty- eighth amendment was made on 12 June 2019	Added the amendment sequence number, and the date of the latest amendment to the Articles of Incorporation.

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Taiwan Mobile Co., Ltd.

Articles of Incorporation

Chapter I General Provisions

Article l

The Company shall be incorporated as a company limited by shares, under the Company Act of the Republic of China. The name of the Company shall be 台灣大哥大股份有限公司 .

Article 2 The scope of business of the Company shall be:
F401021 Regulated Telecom Radio Frequency Equipment and Materials Import;
G901011 Type I Telecommunications Enterprise;
G902011 Type II Telecommunications Enterprise;
I301040 Third-Party Payment;
I301020 Data Processing Services;
J303010 Magazine and Periodical Publication;
J304010 Book Publishers;
J305010 Audio Tape and Record Publishers;
J399010 Software Publication;
J399990 Other Publishers Not Elsewhere Classified;
F108031 Wholesale of Drugs, Medical Goods;
F208031 Retail Sale of Medical Equipment;
E601010 Electric Appliance Construction;
E701010 Telecommunications Construction;
CC01080 Electronic Parts and Components Manufacturing;
E601020 Electric Appliance Installation;
E602011 Frozen and Air-conditioning Engineering
E603090 Illumination Equipment Construction;
IG03010 Energy Technical Services;
H703100 Real Estate Rental and Leasing;
JE01010 Rental and Leasing Business; and
J401010 Motion Picture Production
J402010 Motion Picture Distribution
J503020 Television Production
J503030 Broadcasting and Television Program Distribution
E501011 Water Pipe Construction
EZ05010 Apparatus Installation Construction
ZZ99999 Any other business (other than those approved by the relevant authorities) not prohibited or restricted by law.

Article 3 The Company may act as a guarantor where necessary for the purpose of carrying out its business.

Article 4 The Company shall have its registered head office in Taipei, Taiwan, Republic of China and shall, where necessary and with a resolution to do so by the Board of Directors (“Board”), set up branch offices either within or outside the territory of the Republic of China.

Article 5 (Deleted)

Article 6 The Company’s aggregate investment may exceed forty percent of its paid-up capital.

Chapter II Capital Stock

Article 7 The total registered capital stock of the Company shall be Sixty Billion New Taiwan Dollars (NT$60,000,000,000), divided into Six Billion (6,000,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10) per share. Any unissued shares shall be issued, where necessary, upon the approval of the Board.

Two hundred and fifty million shares of the above total capital stock of the Company with a par value of Ten New Taiwan Dollars (NT$10) per share shall be retained for the issuance of employee stock options, which may be issued from time to time upon the approval of the Board.

Article 7-1 (Deleted)

Article 7-2 The Company may, upon the approval at a shareholders’ meeting which is attended by shareholders holding at least 50% of the issued capital stock, by more than two-thirds of the shareholders attending the meeting, transfer the treasury shares to its employees at a price lower than the average buyback price.
Article 8 Share certificates of the Company shall be issued only if they bear the names of the shareholders, be appropriately serial numbered, be signed by or affixed with the personal seals of three or more Directors of the Company, and be duly signed and authenticated by the responsible authority or a share registry endorsed by the regulatory authority. The Company is exempted from issuing any physical share certificates for the shares issued. A physical share certificate may be issued for all the new shares issued at a particular point in time, provided that the share certificate shall be placed in custody or for registration with a centralized depositary.
Article 9 Shareholders shall provide their names, addresses, and specimens of their personal seals to the Company for record. The same shall also be provided upon variation of any of the above details. Where any personal seals of the shareholders are lost, the specimens of the personal seals shall only be replaced with new specimens if the shareholders report the loss to the Company.
Article 10 Upon transfer of shares, the transferor and transferee shall complete an application for registration of the transfer and affix their personal seals on the application. The application and the associated share certificates, affixed with the personal seals of the transferor and transferee on the back page, together with other documents evidencing the transfer, shall be submitted to the Company for the purpose of registration of the transfer. The transferee shall not have a right of action against the Company with respect to matters associated with or arising from the transfer if the name of the transferee is not recorded on the share certificates and the name and address of the transferee are not entered onto the register of shareholders of the Company.

Article 11 Where a share certificate is lost, the shareholder shall immediately file an application to report the loss and submit the same to the Company for audit and record. The shareholder shall also apply to the competent court for a judgment declaring the original share certificate invalid, in accordance with the procedures for public announcement of invalidation of a certificate under the Code of Civil Procedures. After obtaining the judgment from the court, the shareholder shall apply to the Company for the share certificate to be reissued, with the original copy of the aforementioned court judgment. Where a share certificate is worn out or defaced and the shareholder wishes to apply for a replacement of the share certificate, the shareholder shall apply to the Company for the replacement by submitting to the Company the original copy of the share certificate with a completed application for replacement of share certificate.
Article 12 The Company shall charge for administrative fees and stamp duties for the reissue of share certificates due to loss of the original share certificates or for other reasons.
Article 13 Registration of share transfers shall be suspended for a 60–day period immediately prior to a general meeting of the shareholders; for a 30–day period immediately prior to an extraordinary meeting of the shareholders; and for a 5–day period immediately prior to the record date for distribution of dividend, bonuses or other benefits.
Article 14 Shareholders shall submit specimens of their personal seals to the Company for record. The same personal seals shall be used by the shareholders for the purposes of claiming their dividends and when exercising their rights as shareholders via written documents.

Chapter III Shareholders' Meetings

Article 15 There are two types of shareholders’ meetings, the general meetings and the extraordinary meetings.
(1) General Meetings – General meetings shall be held within 6 months of the end of each fiscal year, and shall be convened by the Board by no less than 30 days’ prior notice to the shareholders.
(2) Extraordinary Meetings – Extraordinary meetings shall be convened in accordance with the relevant laws, by no less than 15 days’ prior notice to the shareholders.
Article 16 A shareholder is entitled to appoint a proxy to attend and vote on behalf of the shareholder at a shareholders’ meeting by completing and submitting to the Company a form prescribed by the Company stating the scope of authorization.
Article 17 The Chairman or, in his absence, the Vice Chairman, shall preside as the chairman of the shareholders’ meetings of the Company. If neither the Chairman nor the Vice Chairman shall be present at the meetings, or the Vice Chairman becomes vacant, the Chairman shall designate one of the Directors as the chairman, failing which, the Directors present at the meetings shall elect the chairman from amongst themselves.

Article 18 Except under the circumstances set forth in Article 179 of the Company Act, shareholders of the Company shall be entitled to one vote for each share held at the shareholders’ meeting.
Article 18-1 Shareholders may exercise their voting rights in written or electronic forms at the shareholders’ meetings.
Article 19 Unless otherwise provided by the Company Act, all resolutions of a shareholders meeting of the Company shall be passed, at a meeting attended by shareholders holding at least 50% of the issued capital stock, by more than 50% of the shareholders attending the meeting.
Article 20 Resolutions at a shareholders’ meeting shall be recorded in a meeting minute signed by or affixed with the personal seal of the chairman. The meeting minute shall be distributed to all the shareholders of the Company by public announcement within 20 days after the shareholders’ meeting. The meeting minute shall contain information such as the time and venue of the meeting, name of the chairman of the meeting, manner in which resolutions are passed, and a summary and outcome of all proceedings of the meeting.

Chapter IV Directors

Article 21 There shall be 9 to 11 Directors of the Company. Directors shall be persons with legal capacity and shall be elected by the shareholders at the shareholders’ meeting. The tenure of the offices of the Directors shall be 3 years and the Directors shall be eligible for reelections. The election of Directors is adopted by candidate nomination system per Article 192-1 of the Company Act. Not more than half of the Directors of the Company shall have the following relationships among them:
(1) A spousal relationship.
(2) A familial relationship within the second degree of kinship.

The Chairman and the Vice Chairman shall be elected respectively from amongst the Directors by a simple majority of the Directors present at the Board meetings attended by at least two thirds of all the Directors.

The Company may purchase liability insurance for directors with respect to their liabilities resulting from exercising their duties during their terms of occupancy.

Article 21-1 According to Article 14-2 of the Securities and Exchange Act, among the directors, there shall be no less than 3 independent directors. The independent directors shall together constitute the Audit Committee and replace the role of the supervisors.
Article 22 If one third of the offices of the Directors become vacant, the Board shall convene an extraordinary meeting of the shareholders within 60 days to re-elect and re-appoint Directors to fill the vacancies. The tenure of offices so filled shall be the balance of the term of the relevant offices.

Article 23 If any new Directors are not elected in time before the expiration of the tenure of the relevant existing offices of the Directors, the tenure of the existing offices shall be extended until such time when the new Directors duly elected to assume their offices.
Article 24 The business policy and other imperative matters of the Company shall be determined by the Board. The Board shall be entitled to form different functional committees, and determine the duties and responsibilities of the committees. Except for the first meeting of each term of the Board which shall be convened by the Director who received a ballot representing the largest number of votes at the election of Directors, Board meetings shall be convened by the Chairman, who shall also be the chairman of the meetings. If the Chairman is unable to perform his duties for any reasons, the Vice Chairman shall act on his behalf. If the Vice Chairman is also absent from the meetings or becomes vacant, the Chairman shall designate one of the Directors to act on his behalf, failing which, the Directors present at the meetings shall elect a person from amongst themselves to act on behalf of the Chairman.

The notice of the Board meetings may be made and delivered by letter, email or facsimile.

Article 25 Unless otherwise provided for in the Company Act, all resolutions of the Board shall be passed by a simple majority of the Directors present at the Board meetings attended by at least 50% of all the Directors. If a Director is unable to attend the meeting, he shall be entitled to authorize another Director to represent him at the meeting by executing a power of attorney stating therein the scope of authorization with respect to each matter proposed to be dealt with at the meeting, however, a Director attending the meeting shall not be authorized to represent more than one absent Directors at the meeting. If any Director attends the Board meeting by video conference, it is deemed that such Director has participated in person.
Article 26 All proceedings at a Board meeting shall be recorded in a meeting minute signed by or affixed with the personal seal of the chairman of the meeting. The meeting minute shall be distributed to all Directors of the Company within 20 days after the Board meeting. The meeting minute shall contain information such as the time and venue of the meeting, name of the chairman of the meeting, manner in which resolutions are passed, and a summary and outcome of all proceedings of the meeting.
Article 27 The Audit Committee shall exercise their powers and other relevant matters in accordance with the relevant laws, regulations or the Company’s Articles of Incorporation.

Article 27-1 (Deleted)

Article 27-2 (Deleted)
Article 27-3 The Board is authorized to decide the compensation to directors (including independent directors), according to his/her contribution to the operation and involvement in the operation of the Company, comparable to peer’s levels, transportation and other allowance included.

Chapter V Managers and Officers

Article 28 There shall be several Presidents and Vice Presidents of the Company. The President shall be nominated by the Chairman; and his/her appointment or removal shall be approved by more than 50% of the Directors. The Vice Presidents shall be nominated by the President; and their appointment or removal shall be approved by more than 50% of the Directors.
Article 29 The Company may, by resolution of the Board, retain consultants or key officers.
Article 29-1 The Company shall purchase liability insurance for key management based on their duties and terms.

Chapter VI Financial Reports

Article 30 The fiscal year of the Company shall begin on 1 January and end on 31 December of each year. The Board shall prepare the following reports after the end of each fiscal year, and present to the shareholders at the general meeting of the shareholders for their ratifications in accordance with the legal procedure:
(1) Business Report
(2) Financial Statements
(3) Proposal for distribution of earnings to shareholders or recovery of prior year losses.
Article 30-1 If the Company has profits in a fiscal year, it shall set aside 1% to 3% of the profits as employee bonuses and not more than 0.3% of the profits as director compensation. However, if the Company has accumulated losses, it shall first reserve a certain amount for offsetting losses, then allocate for the employee bonuses and director compensation proportionally from the remaining amount.

Qualification requirements of employees entitled to receive shares or cash set for in the above paragraph shall be applied to the employees of subsidiaries who meet certain requirements.

Article 31 In the event that the Company, according to the final settlement, earns profits in a fiscal year, such profits shall first be set aside to pay the applicable taxes, offset losses, set aside for legal reserve pursuant to laws and regulations, unless the legal reserve has reached the Company’s total paid-up capital. The remaining profits shall be set aside for special reserve in accordance with the laws, regulations, or the business requirements. Any further remaining profits plus unappropriated earnings shall be distributed in accordance with the proposal submitted by the Board, for approval at a shareholders’ meeting.
Article 31-1 The Company adopts a dividend distribution policy whereby only surplus profits of the Company shall be distributed to shareholders. That is, only the surplus profits, after setting aside amounts for retained earnings based on the Company’s capital budget plan, shall be distributed as cash dividend. The value of stock dividend in a particular year shall not be

more than 80% of the value of dividend distributed for that year. The amount of the distributable dividend, the forms in which dividend shall be distributed and the ratios thereto, shall depend on the actual profits and cash positions of the Company and shall be approved by resolutions of the Board, who shall, upon such approval, recommend the same to the shareholders for approval by resolution at the shareholders’ meetings.

Article 32 The internal organization and the detailed procedures relevant to the business operation of the Company shall be separately determined by the Board. Article 33 Matters not specifically provided for in these Articles of Incorporation shall be governed by the Company Act and any other relevant laws. Article 34 The Articles of Incorporation were agreed to and signed on January 30, 1997. The first amendment was made on February 18, 1997. The second amendment was made on February 22, 1997. The third amendment was made on April 2, 1997. The fourth amendment was made on August 30, 1997. The fifth amendment was made on December 12, 1997. The sixth amendment was made on March 21, 1998. The seventh amendment was made on June 23, 1998. The eighth amendment was made on February 3, 1999. The ninth amendment was made on June 22, 1999. The tenth amendment was made on March 6, 2000. The eleventh amendment was made on March 30, 2001. The twelfth amendment was made on March 30, 2001. The thirteenth amendment was made on April 26, 2002. The fourteenth amendment was made on June 25, 2003. The fifteenth amendment was made on June 15, 2004. The sixteenth amendment was made on June 14, 2005. The seventeenth amendment was made on June 15, 2006. The eighteenth amendment was made on June 15, 2007, except for the Article 7-2, which shall be effective on January 1, 2008 The nineteenth amendment was made on June 13, 2008. The twentieth amendment was made on June 19, 2009. The twenty-first amendment was made on June 15, 2011. The twenty-second amendment was made on June 22, 2012. The twenty-third amendment was made on June 21, 2013. The twenty-fourth amendment was made on 12, June 2014. The twenty-fifth amendment was made on 15, June 2016. The twenty-sixth amendment was made on 14, June 2017. The twenty-seventh amendment was made on 12 June 2018. The twenty- eighth amendment was made on 12 June 2019. The twenty- ninth amendment was made on 18 June 2020.

Attachment VIII

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Taiwan Mobile Co., Ltd.

Rules and Procedures Governing Shareholders’ Meeting - Before and After Amendments for Comparison

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Article Amended Original Explanation
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Article Amended Original Explanation	Article Amended Original Explanation	Article Amended Original Explanation	Article Amended Original Explanation
2	(Paragraph 1 is omitted) The Meeting shall be held at the premises of Company or at a place that is both convenient for shareholders to attend and suitable for holding the Meeting. The Meeting shall start not earlier than 9:00 a.m. or later than 3:00 p.m. The Company may appoint designated counsel, Certified Public Accountant or other relevant persons to attend the Meeting. The staff in charge of handling the affairs of the Meeting shall wear badges. If the Meeting is called by the board of directors, the board chairman shall preside at the Meeting. In case the chairman is on leave of absence, or cannot exercise his powers and authority, the vice chairman shall act in lieu of him. If there is no vice chairperson, or the vice chairman is also on leave of absence, or cannot exercise his powers and authority, the chairman shall designate a director to act in lieu of him. If the chairman does not designate a director, the directors shall elect one from among themselves to act in lieu of the chairman. If the Meeting is called by any other person than the board of directors, who has the right to	(Paragraph 1 is omitted) The Meeting shall be held at the Company’s headquarter or at a place that is both convenient for shareholders to attend and suitable for holding the Meeting. The Meeting shall start not earlier than 9:00 a.m. or later than 3:00 p.m. The Company may appoint designated counsel, Certified Public Accountant or other relevant persons to attend the Meeting. The staff in charge of handling the affairs of the Meeting shall wear badges. If the Meeting is called by the board of directors, the board chairman shall preside at the Meeting. In case the chairman is on leave of absence, or cannot exercise his powers and authority, the vice chairman shall act in lieu of him. If the vice chairman is also on leave of absence, or cannot exercise his powers and authority, the chairman shall designate a director to act in lieu of him. If the chairman does not designate a director, the directors shall elect one from among themselves to act in lieu of the chairman. If the Meeting is called by any other person than the board of directors, who has the right to call the	Amend in accordance with the current regulations and the company's practical operation.

Article		Amended	Original	Explanation
		call the Meeting, the said person shall preside at that Meeting. If there are more than two said persons calling the Meeting, one of the two persons shall be chairing the Meeting. The entire proceedings of the Meeting shall be tape recorded and videotaped and these tapes shall be archived for a minimum of one year.	Meeting, the said person shall preside at that Meeting. If there are more than two said persons calling the Meeting, one of the two persons shall be chairing the Meeting. The entire proceedings of the Meeting shall be tape recorded or videotaped and these tapes shall be archived for a minimum of oneyear.
2-1		Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company may propose to the Company a proposal for discussion at the Meeting,andonly one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. However, in case the shareholder proposal is to urge the Company to promote public interest or fulfill its social responsibilities, the board of directors may still include it in the agenda. The board of directors may exclude a proposal into the agenda if the proposal falls under any clause set forth in Company Act Article 172-1, Paragraph 4. Prior to the date on which share transfer registration is suspended before the convention of the Meeting, the Company shall give a public notice announcing the written or electronical way,the place and the period for shareholders to submit proposals for discussions at the Meeting; and the period for accepting such proposals shall not be less than ten (10) days. The number of words of a proposal to be submitted bya shareholder shall be	Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company may propose to the Company awritten proposal for discussion at the Meeting,but only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. The board of directors may exclude a proposal from the agenda if the proposal falls under any clause set forth in Company Act Article 172-1, Paragraph 4. Prior to the date on which share transfer registration is suspended before the convention of the Meeting, the Company shall give a public notice announcing the place and the period for shareholders to submit proposals for discussions at the Meeting; and the period for accepting such proposals shall not be less than ten (10) days. The number of words of a proposal to be submitted by a shareholder shall be limited to no more than three hundred(300)	Add the provision that the shareholder proposal which is to urge the Company to promote public interest or fulfill its social responsibilities may be included in the agenda.

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Article Amended Original Explanation
limited to no more than three hundred words, and any proposal containing more
(300) words, and any proposal containing than 300 words shall not be included in the
more than 300 words shall not be agenda of the Meeting. The shareholder
included in the agenda of the Meeting. who has submitted a proposal shall attend,
The shareholder who has submitted a in person or by a proxy, the Meeting
proposal shall attend, in person or by a where his proposal is to be discussed and
proxy, the Meeting where his proposal is shall take part in the discussion of such
to be discussed and shall take part in the proposal.
discussion of such proposal.
(The followings are omitted) (The followings are omitted)
If the Meeting is convened by the board If the Meeting is convened by the board of Amend the
of directors, the agenda of the Meeting directors, the agenda of the Meeting shall resolution
shall be set by the board of directors. be set by the board of directors. Unless method of the
Related motions (including extraordinary otherwise resolved at the Meeting, the motion.
motions and amendments to original Meeting shall proceed in accordance with
proposals) shall be resolved by voting. the scheduled agenda.
Unless otherwise resolved at the Meeting,
the Meeting shall proceed in accordance
with the scheduled agenda.
If the Meeting is convened by any person
other than the board of directors, the If the Meeting is convened by any person
provision set forth in the preceding other than the board of directors, the
paragraph shall be applicable mutatis provision set forth in the preceding
mutandis. paragraph shall be applicable mutatis
5
mutandis.
Unless otherwise resolved at the Meeting,
the chairman shall not adjourn the Unless otherwise resolved at the Meeting,
Meeting until the discussion items the chairman shall not adjourn the Meeting
(including extraordinary motions) listed until the discussion items (including
on the agenda have been resolved. extraordinary motions) listed on the
agenda have been resolved.
After the Meeting is adjourned, the
shareholders shall not appoint another After the Meeting is adjourned, the
chairman to continue the Meeting at the shareholders shall not appoint another
same place or at a new location unless the chairman to continue the Meeting at the
chairman has violated the Rules and same place or at a new location unless the
Procedures for the Meeting in adjourning chairman has violated the Rules and
the Meeting. Procedures for the Meeting in adjourning
the Meeting.
After the speech of a shareholder, the After the speech of a shareholder, the Add the
11 chairman may respond in person or chairman may respond in person or provision that
appoint an appropriate person to respond. appoint an appropriate person to respond. the chairman
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Article	Amended	Original	Explanation
	When the chairman considers that the discussion item has reached the extent for making a resolution, he may announce discontinuance of the discussion and submit the motion for resolution, and shall arrange sufficient time for voting.	When the chairman considers that the discussion item has reached the extent for making a resolution, he may announce discontinuance of the discussion and submit the motion for resolution.	shall arrange sufficient time for voting.

12	Unless otherwise specified for in the Company Act or the Articles of Incorporation of the Company, resolutions shall be adopted by a majority vote at the Meeting. (The followings are omitted)	Unless otherwise specified for in the Company Act or the Articles of Incorporation of the Company, resolutions shall be adopted by a majority vote at the Meeting.The resolution is deemed to have been adopted if no objection is heard in response to the chairman’s inquiry. Such a resolution is equivalent to a decision duly resolved through voting. (The followings are omitted)	Delete the conflicting provision given that all motions shall be resolved by voting.

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Taiwan Mobile Co., Ltd.

Rules and Procedures Governing Shareholders’ Meeting

Article 1: The Company’s Shareholders’ meeting (the “Meeting”) shall be conducted in accordance with the Rules and Procedures.

Article 2: Shareholders attending the Meeting shall submit the attendance card for the purpose of signing in. Representatives appointed by institutional shareholders to attend the Meeting shall submit the Letter of Appointment and the supporting identification documents of the appointee upon signing in. If an institutional shareholder appoints both a proxy and a representative, the appointed representative shall be accepted.

The Meeting shall be held at the premises of Company or at a place that is both convenient for shareholders to attend and suitable for holding the Meeting. The Meeting shall start not earlier than 9:00 a.m. or later than 3:00 p.m.

The Company may appoint designated counsel, Certified Public Accountant or other relevant persons to attend the Meeting.

The staff in charge of handling the affairs of the Meeting shall wear badges.

If the Meeting is called by the board of directors, the board chairman shall preside at the Meeting. In case the chairman is on leave of absence, or cannot exercise his powers and authority, the vice chairman shall act in lieu of him. If there is no vice chairperson, or the vice chairman is also on leave of absence, or cannot exercise his powers and authority, the chairman shall designate a director to act in lieu of him. If the chairman does not designate a director, the directors shall elect one from among themselves to act in lieu of the chairman. If the Meeting is called by any other person than the board of directors, who has the right to call the Meeting, the said person shall preside at that Meeting. If there are more than two said persons calling the Meeting, one of the two persons shall be chairing the Meeting.

The entire proceedings of the Meeting shall be tape recorded and videotaped and these tapes shall be archived for a minimum of one year.

Article 2-1: Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company may propose to the Company a proposal for discussion at the Meeting, and only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. However, in case the shareholder proposal is to urge the Company to promote public interest or fulfill its social responsibilities, the board of directors may still include it in the agenda. The board of directors shall not include a proposal into the agenda if the proposal falls under any clause set forth in Company Act Article 172-1, Paragraph 4. Prior to the date on which share transfer registration is suspended before the convention of the Meeting, the Company shall give a public notice announcing the written or electronical way, the place and the period for shareholders to submit proposals for discussions at the Meeting; and the period for accepting such proposals shall not be less than ten(10) days.

The number of words of a proposal to be submitted by a shareholder shall be limited to no more than three hundred (300) words, and any proposal containing more than 300 words shall not be included in the agenda of the Meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the Meeting where his proposal is to be discussed and shall take part in the discussion of such proposal.

The Company shall, prior to preparing and delivering the Meeting notice, inform the proposal submitting shareholders of the results of the proposal, and shall list in the Meeting notice the proposals conforming to the requirements set out in this rule. With regard to the proposals submitted by shareholders but not included in the agenda of the Meeting, the cause for exclusion of such proposals and explanation shall be made by the board of directors at the Meeting to be convened.

Article 3: The presence of shareholders in the Meeting and their voting thereof shall be calculated in accordance with the number of shares.

The number of shares representing shareholders present at the Meeting shall be calculated based on the submitted attendance cards plus the number of shares whose voting powers are exercised in writing or by way of electronic transmission.

Article 4: The chairman shall call the Meeting to order at the time scheduled for the Meeting provided that the number of shares represented by the shareholders present at the Meeting reaches the specified quorum. The chairman may postpone the start time for the Meeting if the number of represented shares has not yet constituted the quorum at the time of the Meeting. The number of postponement shall be limited to a maximum of two times and each postponement shall not exceed thirty minutes. If after two postponements no quorum can yet be constituted but the number of represented shares is more than onethird of the total issued shares, tentative resolutions may be made by a majority vote of the present shareholders in accordance with Article 175 of the Company Act. If during the process of tentative resolutions the number of represented shares becomes sufficient to constitute the quorum, the Chairman may call the Meeting to order and submit the tentative resolutions to the Meeting for approval.
Article 5: If the Meeting is convened by the board of directors, the agenda of the Meeting shall be set by the board of directors. Related motions (including extraordinary motions and amendments to original proposals) shall be resolved by voting. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the scheduled agenda.

If the Meeting is convened by any person other than the board of directors, the provision set forth in the preceding paragraph shall be applicable mutatis mutandis .

Unless otherwise resolved at the Meeting, the chairman shall not adjourn the Meeting until the discussion items (including extraordinary motions) listed on the agenda have been resolved.

After the Meeting is adjourned, the shareholders shall not appoint another chairman to continue the Meeting at the same place or at a new location unless the chairman has violated the Rules and Procedures for the Meeting in adjourning the Meeting.

Article 6: During the proceedings of the Meeting, the chairman may, at his discretion, set time for intermission.

Article 7: When a shareholder present at the Meeting wishes to speak, the shareholder shall first fill out a slip, specifying therein the shareholder’s serial number (or the number of attendance card), the name of the shareholder, and the key points of the speech. The chairman shall determine the sequence of speeches by the shareholders.

If any shareholder present at the Meeting submits a slip for speech but does not speak, no speech shall be deemed to have been made by such shareholder. In case there is a discrepancy between the contents of the speech and the contents specified on the slip, the contents of actual speech shall prevail.

Article 8: A shareholder shall not speak more than two times for each discussion item, unless with the prior consent from the chairman, and each speech shall not exceed 5 minutes.
Article 9: In case the speech of a shareholder violates the time provisions or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder. While a shareholder is speaking, other shareholders shall not interrupt the speech unless the shareholders have obtained prior consent of the chairman and the speaking shareholder. Otherwise, the chairman shall stop such interruption. If the offender defies the order to stop, Article XIV shall be applicable.
Article 10: Any legal entity designated as proxy by a shareholder to be present at the Meeting may appoint only one representative to attend the Meeting. If an institutional shareholder designates two or more representatives to attend the Meeting, only one representative may speak for each discussion item.
Article 11: After the speech of a shareholder, the chairman may respond in person or appoint an appropriate person to respond. When the chairman considers that the discussion item has reached the extent for making a resolution, he may announce discontinuance of the discussion and submit the motion for resolution, and shall arrange sufficient time for voting.
Article 12: Unless otherwise specified for in the Company Act or the Articles of Incorporation of the Company, resolutions shall be adopted by a majority vote at the Meeting.

In case of an amendment or an alternative to a discussion item, the chairman shall determine the sequence of voting. If any one of them has been resolved, the other(s) shall be deemed vetoed and no further voting is necessary.

Each share hereof is entitled to one voting power. However, shares that fall under the clause set forth under Article 179-2 of the Company Act shall have no voting power.

Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by the person shall not exceed 3% of the total number of voting shares of the company, otherwise, the portion of excessive voting power shall not be counted.

Article 13: The persons for supervising the casting of votes and the counting thereof for resolutions shall be designated by the chairman. The person supervising the casting of votes, however, shall be a shareholder. The results of resolution(s) shall be announced in the Meeting, and recorded in the Meeting minutes.

Article 14: The chairman may direct disciplinary (or security) personnel to assist in maintaining the order of the Meeting. Such disciplinary (or security) personnel shall wear badges marked “Disciplinary Personnel” for identification purposes. The chairman or the disciplinary (or security) personnel may expel anyone who disturbs the order of the Meeting.
Article 15: If the continuation of the Meeting proves to be impossible due to force majeure, the chairman may suspend or reschedule the Meeting.
Article 16: Any matters not provided in the Rules and Procedures shall be handled in accordance with the Company Act, Articles of Incorporation of the Company and relevant laws and regulations.
Article 17: The Rules & Procedures were put into effect by the Founders’ Meeting. Any amendments are subject to the approval of the Shareholders’ Meeting.

Attachment IX

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Taiwan Mobile Co., Ltd.

Rules for Election of the Directors

- Before and After Amendments for Comparison

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Article Amended Original Explanation
Within the scope of execution of business, Two years before being elected or during Amend the
an independent director of the Company the term of office, an independent director independence
shall maintain independence, and may not of the Company may not have any of the criteria for
have any direct or indirect interest in the following: independent
Company. Two years before being elected director
or during the term of office, an according to the
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Article Amended Original Explanation	Article Amended Original Explanation	Article Amended Original Explanation	Article Amended Original Explanation
	Within the scope of execution of business, an independent director of the Company shall maintain independence, and may not have any direct or indirect interest in the Company. Two years before being elected or during the term of office, an	Two years before being elected or during the term of office, an independent director of the Company may not have any of the following:	Amend the independence criteria for independent director according to the
6	independent director of the Companyshall not have been or be any of the following: 1. An employee of the Company or any of its affiliates. 2. A director or supervisor of the Company or any of its affiliates. 3. A natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate of one percent or more of the total number of issued shares of the Company or ranking in the top 10 in holdings. 4. A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a	1. An employee of the Company or any of its affiliates. 2. A director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the company holds, directly or indirectly, more than 50 percent of the voting shares. 3. A natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under other names, in an aggregate amountof one percent or more of the total number of issued shares of the Company or ranking in the top 10 in holdings. 4. A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of anyof thepersons in thepreceding	revision of laws and regulations.

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Article Amended Original Explanation
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Article Amended Original Explanation	Article Amended Original Explanation	Article Amended Original Explanation	Article Amended Original Explanation	Article Amended Original Explanation
	5. 6. 7. 8. 9.	managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs. A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the Company under Article 27, paragraph 1 or 2 of the Company Act. If a majority of the Company's director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company. If the chairperson, president, or person holding an equivalent position of the Company and a person in any of those positions at another company or institution are the same person or are spouses: a director (or governor), supervisor, or employee of that other company or institution. A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company. A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the Company or any affiliate of the Company,or that provides commercial, legal, financial, accounting or related services to the Companyor anyaffiliate	three subparagraphs. 5. A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company or that holds shares ranking in the top five in holdings. 6. A director, supervisor, officer, or shareholder holding five percent or more shares of a specified company or institution that has a financial or business relationship with the Company. 7. A professional individual or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting servicesor consultation to the Company or to any affiliates of the Company, or a spouse thereof.

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Article Amended Original Explanation
of the Company for which the provider
in the past 2 years has received
cumulative compensation exceeding
NT$500,000, or a spouse thereof;
provided, this restriction does not apply
to a member of the remuneration
committee, public tender offer review
committee, or special committee for
merger/consolidation and acquisition,
who exercises powers pursuant to the
Act or to the Business Mergers and
Acquisitions Act or related laws or
regulations.
Subparagraph 2 and subparagraphs 5 to 7
of the preceding paragraph do not apply to
independent directors appointed in
accordance with the Securities and
Exchange Act or the laws and regulations
of the local country by, and concurrently
serving as such at, the Company and its
parent or subsidiary or a subsidiary of the
same parent.
The preceding paragraph in relation to
The paragraph 1 in relation to "two years
"two years before being elected" does not
before being elected" does not apply where
apply where an independent director of the
an independent director of the Company
Company has served as an independent
has served as an independent director of
director of the company or any of its
the company or any of its affiliates, or of a
affiliates, or of a specified company or
specified company or institution that has a
institution that has a financial or business
financial or business relationship with the
relationship with the company, as stated in
company, as stated in subparagraph 2 or 8
subparagraph 2 or 6 of the preceding
of the paragraph 1, but is currently no
paragraph, but is currently no longer in that
longer in that position.
position.
No independent director of the Company
No independent director of the Company
may concurrently serve as an independent
may concurrently serve as an independent
director of more than three other public
director of more than three other public
companies.
companies.
The election of the directors of the The election of the directors of the Amend the
7
Company is subject to the provisions of Company is subject to the provisions of process of
Article 192-1 of the Company Act in that a Article 192-1 of the Company Act in that a director
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Article Amended Original Explanation
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Article Amended Original Explanation	Article Amended Original Explanation	Article Amended Original Explanation	Article Amended Original Explanation
	candidate nomination system shall be adopted, that such system shall be expressly stated in the Articles of Incorporation of the Company, and that shareholders shall elect directors from among those listed in the slate of director candidates. The Company shall, prior to the book closure date before the convening of the shareholders’ meeting, publish a notice specifying a period for receiving nominations of the director candidates, the number of directors to be elected, the place for receiving such nominations, and other necessary matters; the period for receiving nominations shall be no less than 10 days. The Company may present a slate of director candidates nominated by the methods set out below, and, upon evaluation by the board of directors that all candidates so nominated are qualified director candidates, submit it to the shareholders’ meeting for elections: 1. A shareholder holding one percent or more of the total number of issued shares may present a slate of director candidates in writing to the Company; the number of nominees may not exceed the number of directors to be elected. 2. The board of directors presents a slate of director candidates; the number of nominees may not exceed the number of directors to be elected. 3. Other methods designated by the authority. When providing a recommended slate of director candidates under the preceding paragraph, a shareholderor the board of directors shall specify each nominee’s	candidate nomination system shall be adopted, that such system shall be expressly stated in the Articles of Incorporation of the Company, and that shareholders shall elect directors from among those listed in the slate of director candidates. The Company shall, prior to the book closure date before the convening of the shareholders’ meeting, publish a notice specifying a period for receiving nominations of the director candidates, the number of directors to be elected, the place for receiving such nominations, and other necessary matters; the period for receiving nominations shall be no less than 10 days. The Company may present a slate of director candidates nominated by the methods set out below, and, upon evaluation by the board of directors that all candidates so nominated are qualified director candidates, submit it to the shareholders’ meeting for elections: 1. A shareholder holding one percent or more of the total number of issued shares may present a slate of director candidates in writing to the Company; the number of nominees may not exceed the number of directors to be elected. 2. The board of directors presents a slate of director candidates; the number of nominees may not exceed the number of directors to be elected. 3. Other methods designated by the authority. When providing a recommended slate of director candidates under the preceding paragraph, a shareholderandthe board of directors shall include in the	candidate nomination according to the revision of laws and regulations.

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Article Amended Original Explanation
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Article Amended Original Explanation	Article Amended Original Explanation	Article Amended Original Explanation	Article Amended Original Explanation
	name, educational background,working experience, and submit therewith documentation that the nominees meet the requirements of Article 5, paragraph 1, and Article 6,and other documentary proof. When calling a shareholders’ meeting for the purpose of director elections, the board of directors, or other person having the authority to call a shareholders’ meeting, shall review the qualifications of each director nominee; except under any of the following circumstances, all qualified nominees shall be included in the slate of director candidates: 1. the nominating shareholder submits the nomination at a time not within the published period for receiving nominations. 2. the shareholding of the nominating shareholder holds less than one percent, at the time of book closure, of the Company under Article 165, paragraph 2 or 3 of the Company Act. 3. the number of nominees exceeds the number of directors to be elected. 4. the relevant documentary proof required under the preceding paragraph is not attached.	documentationattached thereto each nominee’s name, educational background, working experience, a written undertaking indicating the nominee’s consent to serve as a director if elected as such, a written statement that none of the circumstances in Article 30 of the Company Act exists,and other relevantdocumentary proof. When calling a shareholders’ meeting for the purpose of director elections, the board of directors, or other person having the authority to call a shareholders’ meeting, shall review the qualifications of each director nominee; except under any of the following circumstances, all qualified nominees shall be included in the slate of director candidates: 1. the nominating shareholder submits the nomination at a time not within the published period for receiving nominations. 2. the shareholding of the nominating shareholder holds less than one percent, at the time of book closure, of the Company under Article 165, paragraph 2 or 3 of the Company Act. 3. the number of nominees exceeds the number of directors to be elected. 4. the relevant documentary proof required under the preceding paragraph is not attached. The procedure of reviewing the director nominees shall be recorded and retained for at least one year. However, if any shareholder files a lawsuit regarding the election of the directors, the record shall be

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Article Amended Original Explanation
retained until the lawsuit ends.
The Company shall, forty days prior to the
shareholders’ meeting date or twenty-five
The Company shall, forty days prior to the
days prior to the extra-ordinary
shareholders’ meeting date or twenty-five
shareholders’ meeting date, announce
days prior to the extra-ordinary
publicly the recommended slate of director
shareholders’ meeting date, announce
candidates and each nominee’s name,
publicly the recommended slate of director
educational background, working
candidates and each nominee’s name,
experience.
educational background, working
experience, and the amount of shares each
nominee owns. The Company shall also
inform the result of review to the
nominating shareholder and, for the
nominee(s) not included in the slate of
directors, the Company shall provide the
reasons.
(delete) Article 15 Delete this article
The Company’s Board of Directors shall according to the
practice
issue notifications to the directors elected.
Article 15 Article 16
Amend the
15
article number
(omitted) (omitted)
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T Taiwan Mobile Co., Ltd.

Rules for Election of the Directors

Article 1 These Regulations are duly enacted in accordance with Article 21 of the ”Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies” in an effort to incorporate a fair, just, and open procedure for the election of directors.
Article 2 The election of the Company’s directors, unless otherwise provided in the applicable laws, regulations, or the Articles of Incorporation, shall be conducted in accordance with these Regulations.
Article 3 The election of the Company’s directors shall take into account the arrangement of the board of directors. The board members shall have the necessary knowledge, skill, and experience for performing their duties. The board of directors shall have the following abilities:
Judgment on operations
Accounting and financial analysis
Business management
Crisis management
Industrial knowledge
Global view
Leadership
Decision making

Article 4 (Delete)

Article 5 The independent directors of the Company shall meet one of the following professional qualification requirements, together with at least five years working experience:
An instructor or higher in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the Company in a public or private junior college, college, or university;
A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the Company.
Working experience in the areas of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company.

A person to whom any of the following circumstances applies may not serve as an independent director, or if already serving in such capacity, shall ipso facto be dismissed:

Any of the circumstances in the subparagraphs of Article 30 of the Company Act.
Elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act.

Any violation of the independent director qualification requirements set out in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”.
Article 6 Within the scope of execution of business, an independent director of the Company shall maintain independence, and may not have any direct or indirect interest in the Company.

Two years before being elected or during the term of office, an independent director of the Company shall not have been or be any of the following:

An employee of the Company or any of its affiliates.
A director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the company holds, directly or indirectly, more than 50 percent of the voting shares.
A natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under other names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranking in the top 10 in holdings.
A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of a managerial officer under subparagraph 1 or any of the persons in the preceding two subparagraphs.
A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the Company under Article 27, paragraph 1 or 2 of the Company Act.
If a majority of the Company's director seats or voting shares and those of any other company are controlled by the same person: a director, supervisor, or employee of that other company.
If the chairperson, president, or person holding an equivalent position of the Company and a person in any of those positions at another company or institution are the same person or are spouses: a director (or governor), supervisor, or employee of that other company or institution.
A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company.
A professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the Company or any affiliate of the Company, or that provides commercial, legal, financial, accounting or related services to the Company or any affiliate of the Company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

Subparagraph 2 and subparagraphs 5 to 7 of the preceding paragraph do not apply to independent directors appointed in accordance with the Securities and Exchange Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.

The paragraph 1 in relation to "two years before being elected" does not apply where an independent director of the Company has served as an independent director of the company or any of its affiliates, or of a specified company or institution that has a financial or business relationship with the company, as stated in subparagraph 2 or 8 of the paragraph 1, but is currently no longer in that position.

No independent director of the Company may concurrently serve as an independent director of more than three other public companies.

Article 7 The election of the directors of the Company is subject to the provisions of Article 192-1 of the Company Act in that a candidate nomination system shall be adopted, that such system shall be expressly stated in the Articles of Incorporation of the Company, and that shareholders shall elect directors from among those listed in the slate of director candidates.

The Company shall, prior to the book closure date before the convening of the shareholders’ meeting, publish a notice specifying a period for receiving nominations of the director candidates, the number of directors to be elected, the place for receiving such nominations, and other necessary matters; the period for receiving nominations shall be no less than 10 days.

The Company may present a slate of director candidates nominated by the methods set out below, and, upon evaluation by the board of directors that all candidates so nominated are qualified director candidates, submit it to the shareholders’ meeting for elections:

A shareholder holding one percent or more of the total number of issued shares may present a slate of director candidates in writing to the Company; the number of nominees may not exceed the number of directors to be elected.
The board of directors presents a slate of director candidates; the number of nominees may not exceed the number of directors to be elected.
Other methods designated by the authority.

When providing a recommended slate of director candidates under the preceding paragraph, a shareholder or the board of directors shall specify each nominee’s name, educational background, working experience, and submit therewith documentation that the nominees meet the requirements of Article 5, paragraph 1, and Article 6, and other documentary proof.

When calling a shareholders’ meeting for the purpose of director elections, the board of directors, or other person having the authority to call a shareholders’ meeting, shall review the qualifications of each director nominee; except under any of the following circumstances, all qualified nominees shall be included in the slate of director candidates:

The nominating shareholder submits the nomination at a time not within the published period for receiving nominations.
The shareholding of the nominating shareholder holds less than one percent, at the time of book closure, of the Company under Article 165, paragraph 2 or 3 of the Company Act.
The number of nominees exceeds the number of directors to be elected.
The relevant documentary proof required under the preceding paragraph is not attached.

The procedure of reviewing the director nominees shall be recorded and retained for at least one year. However, if any shareholder files a lawsuit regarding the election of the directors, the record shall be retained until the lawsuit ends.

The Company shall, forty days prior to the shareholders’ meeting date or twenty-five days prior to the extra-ordinary shareholders’ meeting date, announce publicly the recommended slate of director candidates and each nominee’s name, educational background, working experience, and the amount of shares each nominee owns. The Company shall also inform the result of review to the nominating shareholder and, for the nominee(s) not included in the slate of directors, the Company shall provide the reasons.

Article 8 The Company’s directors shall be elected by means of single-named cumulative ballots method. Each share is entitled to have votes equivalent to the number of directors to be elected, and the number of votes may be used to elect one candidate or be allocated among several candidates.
Article 9 According to the seats set forth in the Articles of Incorporation, the voting rights for the independent directors or non-independent directors shall be counted separately. In the election of the directors, the candidates who acquired more votes should win the seats; and, if two or more persons receive the same number of votes, resulting in the total number of persons to be elected exceeding the number specified in the Company’s Articles of Incorporation, those persons who have received the same number of votes shall draw straws to decide who is elected. If any person who has received the same number of votes as others, but is absent at the meeting, the chairman shall draw the straw on the absent person’s behalf.
Article 10 Before beginning of the election, the chairman shall designate a certain number of persons who are also shareholders to check, count ballots and perform the relevant duties. The ballot box used for voting shall be prepared by the board of directors and checked in public by the person assigned to check the ballots before voting.
Article 11 The Board of Directors shall prepare the election ballots which equal to the number of directors to be elected with the number of voting rights. The ballots shall be given to the shareholders present at the shareholders’ meeting. In the election of directors, the names of the voters may be represented by their shareholder number.
Article 12 If the candidate is a shareholder of this Company, electors shall fill in the “candidate” column the candidate’s name and shareholder’s number on each ballot. If the candidate is not a shareholder, electors shall fill in the candidate’s name and ID number. If the candidate is a government agency or a legal entity, the full name of the government agency or the legal entity or the name of the representative should be filled in the column. If there are more than one representative, the full names of the representatives should be filled in separately.
Article 13 A ballot shall be construed as null and void under the following conditions:
The elector has failed to use the ballot prepared by the board of directors.
Blank ballots not completed by the voter.

The writing is unclear and illegible.
If the candidate is a shareholder of the Company, the name or shareholder’s number of the candidate filled in the ballot is inconsistent with the shareholders’ register. If the candidate is not a shareholder of this Company, the name or ID number of the candidate filled in the ballot is incorrect.
Ballots with other written characters in addition to candidate’s name, shareholder’s number (ID number) and the number of votes cast for the candidate.
The name of the candidates filled in the ballots being the same as another candidate’s name and the respective shareholder’s numbers (ID numbers) not being indicated to distinguish them.
Article 14 The ballots should be calculated during the meeting right after the voting and the results (the list of new directors) of the election should be announced by the chairman at the meeting.
Article 15 These Regulations shall be effective from the date they are approved in the shareholder’s meeting. The same applies to amendments.

Attachment X

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Taiwan Mobile Co., Ltd.

Rules for Election of the Directors

Article 1 These Regulations are duly enacted in accordance with Article 21 of the ”Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies” in an effort to incorporate a fair, just, and open procedure for the election of directors.
Article 2 The election of the Company’s directors, unless otherwise provided in the applicable laws, regulations, or the Articles of Incorporation, shall be conducted in accordance with these Regulations.
Article 3 The election of the Company’s directors shall take into account the arrangement of the board of directors. The board members shall have the necessary knowledge, skill, and experience for performing their duties. The board of directors shall have the following abilities:
Judgment on operations
Accounting and financial analysis
Business management
Crisis management
Industrial knowledge
Global view
Leadership
Decision making

Article 4 (Delete)

Article 5 The independent directors of the Company shall meet one of the following professional qualification requirements, together with at least five years working experience:

An instructor or higher in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the Company in a public or private junior college, college, or university;
A judge, public prosecutor, attorney, certified public accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the Company.
Working experience in the areas of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company.

A person to whom any of the following circumstances applies may not serve as an independent director, or if already serving in such capacity, shall ipso facto be dismissed:

Any of the circumstances in the subparagraphs of Article 30 of the Company Act.
Elected in the capacity of the government, a juristic person, or a representative thereof, as provided in Article 27 of the Company Act.

Any violation of the independent director qualification requirements set out in the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”.

Article 6 Two years before being elected or during the term of office, an independent director of the Company may not have any of the following:

An employee of the Company or any of its affiliates.
A director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the company holds, directly or indirectly, more than 50 percent of the voting shares.
A natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under other names, in an aggregate amount of one percent or more of the total number of issued shares of the Company or ranking in the top 10 in holdings.
A spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.
A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company or that holds shares ranking in the top five in holdings.
A director, supervisor, officer, or shareholder holding five percent or more shares of a specified company or institution that has a financial or business relationship with the Company.
A professional individual or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliates of the Company, or a spouse thereof.

The preceding paragraph in relation to "two years before being elected" does not apply where an independent director of the Company has served as an independent director of the company or any of its affiliates, or of a specified company or institution that has a financial or business relationship with the company, as stated in subparagraph 2 or 6 of the preceding paragraph, but is currently no longer in that position.

No independent director of the Company may concurrently serve as an independent director of more than three other public companies.

Article 7 The election of the directors of the Company is subject to the provisions of Article 192-1 of the Company Act in that a candidate nomination system shall be adopted, that such system shall be expressly stated in the Articles of Incorporation of the Company, and that shareholders shall elect directors from among those listed in the slate of director candidates.

A shareholder holding one percent or more of the total number of issued shares may present a slate of director candidates in writing to the Company; the number of nominees may not exceed the number of directors to be elected.
The board of directors presents a slate of director candidates; the number of nominees may not exceed the number of directors to be elected.
Other methods designated by the authority.

When providing a recommended slate of director candidates under the preceding paragraph, a shareholder or the board of directors shall include in the documentation attached thereto each nominee’s name, educational background, working experience, a written undertaking indicating the nominee’s consent to serve as a director if elected as such, a written statement that none of the circumstances in Article 30 of the Company Act exists, and other relevant documentary proof.

The nominating shareholder submits the nomination at a time not within the published period for receiving nominations.
The shareholding of the nominating shareholder holds less than one percent, at the time of book closure, of the Company under Article 165, paragraph 2 or 3 of the Company Act.
The number of nominees exceeds the number of directors to be elected.
The relevant documentary proof required under the preceding paragraph is not attached.

Article 8 The Company’s directors shall be elected by means of single-named cumulative ballots method. Each share is entitled to have votes equivalent to the number of directors to be elected, and the number of votes may be used to elect one candidate or be allocated among several candidates.

Article 9 According to the seats set forth in the Articles of Incorporation, the voting rights for the independent directors or non-independent directors shall be counted separately. In the election of the directors, the candidates who acquired more votes should win the seats; and, if two or more persons receive the same number of votes, resulting in the total number of persons to be elected exceeding the number specified in the Company’s Articles of Incorporation, those persons who have received the same number of votes shall draw straws to decide who is elected. If any person who has received the same number of votes as others, but is absent at the meeting, the chairman shall draw the straw on the absent person’s behalf.
Article 10 Before beginning of the election, the chairman shall designate a certain number of persons who are also shareholders to check, count ballots and perform the relevant duties. The ballot box used for voting shall be prepared by the board of directors and checked in public by the person assigned to check the ballots before voting.
Article 11 The Board of Directors shall prepare the election ballots which equal to the number of directors to be elected with the number of voting rights. The ballots shall be given to the shareholders present at the shareholders’ meeting. In the election of directors, the names of the voters may be represented by their shareholder number.
Article 12 If the candidate is a shareholder of this Company, electors shall fill in the “candidate” column the candidate’s name and shareholder’s number on each ballot. If the candidate is not a shareholder, electors shall fill in the candidate’s name and ID number. If the candidate is a government agency or a legal entity, the full name of the government agency or the legal entity or the name of the representative should be filled in the column. If there are more than one representative, the full names of the representatives should be filled in separately.

Article 13 A ballot shall be construed as null and void under the following conditions:

The elector has failed to use the ballot prepared by the board of directors.
Blank ballots not completed by the voter.
The writing is unclear and illegible.
If the candidate is a shareholder of the Company, the name or shareholder’s number of the candidate filled in the ballot is inconsistent with the shareholders’ register. If the candidate is not a shareholder of this Company, the name or ID number of the candidate filled in the ballot is incorrect.
Ballots with other written characters in addition to candidate’s name, shareholder’s number (ID number) and the number of votes cast for the candidate.
The name of the candidates filled in the ballots being the same as another candidate’s name and the respective shareholder’s numbers (ID numbers) not being indicated to distinguish them.
Article 14 The ballots should be calculated during the meeting right after the voting and the results (the list of new directors) of the election should be announced by the chairman at the meeting.

Article 15 The Company’s Board of Directors shall issue notifications to the directors elected

Article 16 These Regulations shall be effective from the date they are approved in the shareholder’s meeting. The same applies to amendments

APPENDICES

Appendix I

Shares Owned by Directors

As of April 20, 2020

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Current Shareholding
Title Name
Shares %
Fu-Chi Investment Co., Ltd.
Chairman Representative: Daniel M. Tsai 5,748,763 0.16%
Fu-Chi Investment Co., Ltd.
Director Representative: Richard M. Tsai 5,748,763 0.16%
Independent Director Jack J.T. Huang 0 0.00%
Independent Director Hsueh-Jen Sung 0 0.00%
Independent Director Char-Dir Chung 0 0.00%
Independent Director Hsi-Peng Lu 0 0.00%
TCC Investment Co., Ltd.
Director Representative: Howard Lin 200,496,761 5.71%
Fu-Chi Investment Co., Ltd.
Director Representative: Chris Tsai 5,748,763 0.16%
TCC Investment Co., Ltd.
Director Representative: Jamie Lin 200,496,761 5.71%
The total shares owned by the directors are 206,245,524 shares, or 5.87% of the total issued shares.
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Note:

According to Article 26 of the Security and Exchange Act, total shares owned by all directors shall not be less than 2.4% of total shares issued, or 84,225,036 shares.
As the Company’s supervisors were replaced by the Audit Committee, the minimum holding requirement of supervisors no longer applies.

Appendix II

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Taiwan Mobile Co., Ltd.

Articles of Incorporation

Last amended on June 12, 2019 Chapter I General Provisions

Article l The Company shall be incorporated as a company limited by shares, under the Company Act of the Republic of China. The name of the Company shall be 台灣大哥大股份有限公司 .

Article 2 The scope of business of the Company shall be:

F401021 Regulated Telecom Radio Frequency Equipment and Materials Import;
G901011 Type I Telecommunications Enterprise;
G902011 Type II Telecommunications Enterprise;
I301040 Third-Party Payment;
I301020 Data Processing Services;
J303010 Magazine and Periodical Publication;
J304010 Book Publishers;
J305010 Audio Tape and Record Publishers;
J399010 Software Publication;
J399990 Other Publishers Not Elsewhere Classified;
F108031 Wholesale of Drugs, Medical Goods;
F208031 Retail Sale of Medical Equipment;
E601010 Electric Appliance Construction;
E701010 Telecommunications Construction;
CC01080 Electronic Parts and Components Manufacturing;
E601020 Electric Appliance Installation;
E602011 Frozen and Air-conditioning Engineering
E603090 Illumination Equipment Construction;
IG03010 Energy Technical Services;
H703100 Real Estate Rental and Leasing;
JE01010 Rental and Leasing Business; and
ZZ99999 Any other business (other than those approved by the relevant authorities) not prohibited or restricted by law.
Article 3 The Company may act as a guarantor where necessary for the purpose of carrying out its business.
Article 4 The Company shall have its registered head office in Taipei, Taiwan, Republic of China and shall, where necessary and with a resolution to do so by the Board of Directors (“Board”), set up branch offices either within or outside the territory of the Republic of China.
Article 5 (Deleted)
Article 6 The Company’s aggregate investment may exceed forty percent of its paid-up capital.

Chapter II Capital Stock

Article 7

The total registered capital stock of the Company shall be Sixty Billion New Taiwan Dollars (NT$60,000,000,000), divided into Six Billion (6,000,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10) per share. Any unissued shares shall be issued, where necessary, upon the approval of the Board.

Article 7-1 (Deleted)

Article 7-2 The Company may, upon the approval at a shareholders’ meeting which is attended by shareholders holding at least 50% of the issued capital stock, by more than two-thirds of the shareholders attending the meeting, transfer the treasury shares to its employees at a price lower than the average buyback price.
Article 8 Share certificates of the Company shall be issued only if they bear the names of the shareholders, be appropriately serial numbered, be signed by or affixed with the personal seals of three or more Directors of the Company, and be duly signed and authenticated by the responsible authority or a share registry endorsed by the regulatory authority. The Company is exempted from issuing any physical share certificates for the shares issued. A physical share certificate may be issued for all the new shares issued at a particular point in time, provided that the share certificate shall be placed in custody or for registration with a centralized depositary.
Article 9 Shareholders shall provide their names, addresses, and specimens of their personal seals to the Company for record. The same shall also be provided upon variation of any of the above details. Where any personal seals of the shareholders are lost, the specimens of the personal seals shall only be replaced with new specimens if the shareholders report the loss to the Company.
Article 10 Upon transfer of shares, the transferor and transferee shall complete an application for registration of the transfer and affix their personal seals on the application. The application and the associated share certificates, affixed with the personal seals of the transferor and transferee on the back page, together with other documents evidencing the transfer, shall be submitted to the Company for the purpose of registration of the transfer. The transferee shall not have a right of action against the Company with respect to matters associated with or arising from the transfer if the name of the transferee is not recorded on the share certificates and the name and address of the transferee are not entered onto the register of shareholders of the Company.
Article 11 Where a share certificate is lost, the shareholder shall immediately file an application to report the loss and submit the same to the Company for audit and record. The shareholder shall also apply to the competent court for a judgment declaring the original share certificate invalid, in accordance with the procedures for public announcement of invalidation of a certificate under the Code of Civil Procedures.

After obtaining the judgment from the court, the shareholder shall apply to the Company for the share certificate to be reissued, with the original copy of the aforementioned court judgment. Where a share certificate is worn out or defaced and the shareholder wishes to apply for a replacement of the share certificate, the shareholder shall apply to the Company for the replacement by submitting to the Company the original copy of the share certificate with a completed application for replacement of share certificate.

Article 12 The Company shall charge for administrative fees and stamp duties for the reissue of share certificates due to loss of the original share certificates or for other reasons.
Article 13 Registration of share transfers shall be suspended for a 60–day period immediately prior to a general meeting of the shareholders; for a 30–day period immediately prior to an extraordinary meeting of the shareholders; and for a 5–day period immediately prior to the record date for distribution of dividend, bonuses or other benefits.
Article 14 Shareholders shall submit specimens of their personal seals to the Company for record. The same personal seals shall be used by the shareholders for the purposes of claiming their dividends and when exercising their rights as shareholders via written documents.

Chapter III Shareholders' Meetings

Article 15 There are two types of shareholders’ meetings, the general meetings and the extraordinary meetings.
(1) General Meetings – General meetings shall be held within 6 months of the end of each fiscal year, and shall be convened by the Board by no less than 30 days’ prior notice to the shareholders.
(2) Extraordinary Meetings – Extraordinary meetings shall be convened in accordance with the relevant laws, by no less than 15 days’ prior notice to the shareholders.
Article 16 A shareholder is entitled to appoint a proxy to attend and vote on behalf of the shareholder at a shareholders’ meeting by completing and submitting to the Company a form prescribed by the Company stating the scope of authorization.
Article 17 The Chairman or, in his absence, the Vice Chairman, shall preside as the chairman of the shareholders’ meetings of the Company. If neither the Chairman nor the Vice Chairman shall be present at the meetings, or the Vice Chairman becomes vacant, the Chairman shall designate one of the Directors as the chairman, failing which, the Directors present at the meetings shall elect the chairman from amongst themselves.
Article 18 Except under the circumstances set forth in Article 179 of the Company Act, shareholders of the Company shall be entitled to one vote for each share held at the shareholders’ meeting.
Article 18-1 Shareholders may exercise their voting rights in written or electronic forms at the shareholders’ meetings.

Article 19 Unless otherwise provided by the Company Act, all resolutions of a shareholders meeting of the Company shall be passed, at a meeting attended by shareholders holding at least 50% of the issued capital stock, by more than 50% of the shareholders attending the meeting.
Article 20 Resolutions at a shareholders’ meeting shall be recorded in a meeting minute signed by or affixed with the personal seal of the chairman. The meeting minute shall be distributed to all the shareholders of the Company by public announcement within 20 days after the shareholders’ meeting. The meeting minute shall contain information such as the time and venue of the meeting, name of the chairman of the meeting, manner in which resolutions are passed, and a summary and outcome of all proceedings of the meeting.

Chapter IV Directors

Article 21 There shall be 9 to 11 Directors of the Company. Directors shall be persons with legal capacity and shall be elected by the shareholders at the shareholders’ meeting. The tenure of the offices of the Directors shall be 3 years and the Directors shall be eligible for re-elections. The election of Directors is adopted by candidate nomination system per Article 192-1 of the Company Act. Not more than half of the Directors of the Company shall have the following relationships among them:
A spousal relationship.
A familial relationship within the second degree of kinship.

The Company may purchase liability insurance for directors with respect to their liabilities resulting from exercising their duties during their terms of occupancy.

Article 21-1 According to Article 14-2 of the Securities and Exchange Act, among the directors, there shall be no less than 3 independent directors. The independent directors shall together constitute the Audit Committee and replace the role of the supervisors.
Article 22 If one third of the offices of the Directors become vacant, the Board shall convene an extraordinary meeting of the shareholders within 60 days to re-elect and re-appoint Directors to fill the vacancies. The tenure of offices so filled shall be the balance of the term of the relevant offices.
Article 23 If any new Directors are not elected in time before the expiration of the tenure of the relevant existing offices of the Directors, the tenure of the existing offices shall be extended until such time when the new Directors duly elected to assume their offices.
Article 24 The business policy and other imperative matters of the Company shall be determined by the Board. The Board shall be entitled to form different functional committees, and determine the duties and responsibilities of the committees. Except for the first meeting of each term of the Board which shall be convened by the Director who received a ballot representing the largest number of votes at the election of Directors,

Board meetings shall be convened by the Chairman, who shall also be the chairman of the meetings. If the Chairman is unable to perform his duties for any reasons, the Vice Chairman shall act on his behalf. If the Vice Chairman is also absent from the meetings or becomes vacant, the Chairman shall designate one of the Directors to act on his behalf, failing which, the Directors present at the meetings shall elect a person from amongst themselves to act on behalf of the Chairman.

The notice of the Board meetings may be made and delivered by letter, email or facsimile.

Article 25 Unless otherwise provided for in the Company Act, all resolutions of the Board shall be passed by a simple majority of the Directors present at the Board meetings attended by at least 50% of all the Directors. If a Director is unable to attend the meeting, he shall be entitled to authorize another Director to represent him at the meeting by executing a power of attorney stating therein the scope of authorization with respect to each matter proposed to be dealt with at the meeting, however, a Director attending the meeting shall not be authorized to represent more than one absent Directors at the meeting. If any Director attends the Board meeting by video conference, it is deemed that such Director has participated in person.
Article 26 All proceedings at a Board meeting shall be recorded in a meeting minute signed by or affixed with the personal seal of the chairman of the meeting. The meeting minute shall be distributed to all Directors of the Company within 20 days after the Board meeting. The meeting minute shall contain information such as the time and venue of the meeting, name of the chairman of the meeting, manner in which resolutions are passed, and a summary and outcome of all proceedings of the meeting.
Article 27 The Audit Committee shall exercise their powers and other relevant matters in accordance with the relevant laws, regulations or the Company’s Articles of Incorporation.
Article 27-1 (Deleted)
Article 27-2 (Deleted)
Article 27-3 The Board is authorized to decide the compensation to directors (including independent directors), according to his/her contribution to the operation and involvement in the operation of the Company, comparable to peer’s levels, transportation and other allowance included.

Chapter V Managers and Officers

Article 28 There shall be several Presidents and Vice Presidents of the Company. The President shall be nominated by the Chairman; and his/her appointment or removal shall be approved by more than 50% of the Directors. The Vice Presidents shall be nominated by the President; and their appointment or removal shall be approved by more than 50% of the Directors.

Article 29 The Company may, by resolution of the Board, retain consultants or key officers.

Article 29-1 The Company shall purchase liability insurance for key management based on their duties and terms.

Chapter VI Financial Reports

Article 30 The fiscal year of the Company shall begin on 1 January and end on 31 December of each year. The Board shall prepare the following reports after the end of each fiscal year, and present to the shareholders at the general meeting of the shareholders for their ratifications in accordance with the legal procedure:

(1) Business Report
(2) Financial Statements
(3) Proposal for distribution of earnings to shareholders or recovery of prior year losses.
Article 30-1 If the Company has profits in a fiscal year, it shall set aside 1% to 3% of the profits as employee bonuses and not more than 0.3% of the profits as director compensation. However, if the Company has accumulated losses, it shall first reserve a certain amount for offsetting losses, then allocate for the employee bonuses and director compensation proportionally from the remaining amount.

Qualification requirements of employees entitled to receive shares or cash set for in the above paragraph shall be applied to the employees of subsidiaries who meet certain requirements.

Article 31 In the event that the Company, according to the final settlement, earns profits in a fiscal year, such profits shall first be set aside to pay the applicable taxes, offset losses, set aside for legal reserve pursuant to laws and regulations, unless the legal reserve has reached the Company’s total paid-up capital. The remaining profits shall be set aside for special reserve in accordance with the laws, regulations, or the business requirements. Any further remaining profits plus unappropriated earnings shall be distributed in accordance with the proposal submitted by the Board, for approval at a shareholders’ meeting.
Article 31-1 The Company adopts a dividend distribution policy whereby only surplus profits of the Company shall be distributed to shareholders. That is, only the surplus profits, after setting aside amounts for retained earnings based on the Company’s capital budget plan, shall be distributed as cash dividend. The value of stock dividend in a particular year shall not be more than 80% of the value of dividend distributed for that year. The amount of the distributable dividend, the forms in which dividend shall be distributed and the ratios thereto, shall depend on the actual profits and cash positions of the Company and shall be approved by resolutions of the Board, who shall, upon such approval, recommend the same to the shareholders for approval by resolution at the shareholders’ meetings.
Article 32 The internal organization and the detailed procedures relevant to the business operation of the Company shall be separately determined by the Board.
Article 33 Matters not specifically provided for in these Articles of Incorporation shall be governed by the Company Act and any other relevant laws.

Article 34 The Articles of Incorporation were agreed to and signed on January 30, 1997. The first amendment was made on February 18, 1997. The second amendment was made on February 22, 1997. The third amendment was made on April 2, 1997. The fourth amendment was made on August 30, 1997. The fifth amendment was made on December 12, 1997. The sixth amendment was made on March 21, 1998. The seventh amendment was made on June 23, 1998. The eighth amendment was made on February 3, 1999. The ninth amendment was made on June 22, 1999. The tenth amendment was made on March 6, 2000. The eleventh amendment was made on March 30, 2001. The twelfth amendment was made on March 30, 2001. The thirteenth amendment was made on April 26, 2002. The fourteenth amendment was made on June 25, 2003. The fifteenth amendment was made on June 15, 2004. The sixteenth amendment was made on June 14, 2005. The seventeenth amendment was made on June 15, 2006.

The eighteenth amendment was made on June 15, 2007, except for the Article 7-2, which shall be effective on January 1, 2008

The nineteenth amendment was made on June 13, 2008. The twentieth amendment was made on June 19, 2009. The twenty-first amendment was made on June 15, 2011. The twenty-second amendment was made on June 22, 2012. The twenty-third amendment was made on June 21, 2013. The twenty-fourth amendment was made on 12, June 2014. The twenty-fifth amendment was made on 15, June 2016. The twenty-sixth amendment was made on 14, June 2017. The twenty-seventh amendment was made on 12 June 2018. The twenty-eighth amendment was made on 12 June 2019.

Appendix III

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Taiwan Mobile Co., Ltd.

Rules and Procedures Governing Shareholders’ Meeting

Article 1: The Company’s Shareholders’ meeting (the “Meeting”) shall be conducted in accordance with the Rules and Procedures.
Article 2: Shareholders attending the Meeting shall submit the attendance card for the purpose of signing in.

Representatives appointed by institutional shareholders to attend the Meeting shall submit the Letter of Appointment and the supporting identification documents of the appointee upon signing in. If an institutional shareholder appoints both a proxy and a representative, the appointed representative shall be accepted.

The Meeting shall be held at the Company’s headquarter or at a place that is both convenient for shareholders to attend and suitable for holding the Meeting. The Meeting shall start not earlier than 9:00 a.m. or later than 3:00 p.m.

The Company may appoint designated counsel, Certified Public Accountant or other relevant persons to attend the Meeting.

The staff in charge of handling the affairs of the Meeting shall wear badges.

If the Meeting is called by the board of directors, the board chairman shall preside at the Meeting. In case the chairman is on leave of absence, or cannot exercise his powers and authority, the vice chairman shall act in lieu of him. If the vice chairman is also on leave of absence, or cannot exercise his powers and authority, the chairman shall designate a director to act in lieu of him. If the chairman does not designate a director, the directors shall elect one from among themselves to act in lieu of the chairman. If the Meeting is called by any other person than the board of directors, who has the right to call the Meeting, the said person shall preside at that Meeting. If there are more than two said persons calling the Meeting, one of the two persons shall be chairing the Meeting.

The entire proceedings of the Meeting shall be tape recorded or videotaped and these tapes shall be archived for a minimum of one year.

Article 2-1: Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company may propose to the Company a proposal for discussion at the Meeting, but only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. The board of directors shall not include a proposal into the agenda if the proposal falls under any clause set forth in Company Act Article 172-1, Paragraph 4.

Prior to the date on which share transfer registration is suspended before the convention of the Meeting, the Company shall give a public notice announcing the place and the period for shareholders to submit proposals for discussions at the Meeting; and the period for accepting such proposals shall not be less than ten(10) days.

Article 3: The presence of shareholders in the Meeting and their voting thereof shall be calculated in accordance with the number of shares.

Article 4: The chairman shall call the Meeting to order at the time scheduled for the Meeting provided that the number of shares represented by the shareholders present at the Meeting reaches the specified quorum. The chairman may postpone the start time for the Meeting if the number of represented shares has not yet constituted the quorum at the time of the Meeting. The number of postponement shall be limited to a maximum of two times and each postponement shall not exceed thirty minutes. If after two postponements no quorum can yet be constituted but the number of represented shares is more than one-third of the total issued shares, tentative resolutions may be made by a majority vote of the present shareholders in accordance with Article 175 of the Company Act. If during the process of tentative resolutions the number of represented shares becomes sufficient to constitute the quorum, the Chairman may call the Meeting to order and submit the tentative resolutions to the Meeting for approval.
Article 5: If the Meeting is convened by the board of directors, the agenda of the Meeting shall be set by the board of directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the scheduled agenda.

If the Meeting is convened by any person other than the board of directors, the provision set forth in the preceding paragraph shall be applicable mutatis mutandis .

Unless otherwise resolved at the Meeting, the chairman shall not adjourn the Meeting until the discussion items (including extraordinary motions) listed on the agenda have been resolved.

Article 6: During the proceedings of the Meeting, the chairman may, at his discretion, set time for intermission.

Article 7: When a shareholder present at the Meeting wishes to speak, the shareholder shall first fill out a slip, specifying therein the shareholder’s serial number (or the number of attendance card), the name of the shareholder, and the key points of the speech. The chairman shall determine the sequence of speeches by the shareholders.

Article 8: A shareholder shall not speak more than two times for each discussion item, unless with the prior consent from the chairman, and each speech shall not exceed 5 minutes.
Article 9: In case the speech of a shareholder violates the time provisions or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder. While a shareholder is speaking, other shareholders shall not interrupt the speech unless the shareholders have obtained prior consent of the chairman and the speaking shareholder. Otherwise, the chairman shall stop such interruption. If the offender defies the order to stop, Article XIV shall be applicable.
Article 10: Any legal entity designated as proxy by a shareholder to be present at the Meeting may appoint only one representative to attend the Meeting. If an institutional shareholder designates two or more representatives to attend the Meeting, only one representative may speak for each discussion item.
Article 11: After the speech of a shareholder, the chairman may respond in person or appoint an appropriate person to respond. When the chairman considers that the discussion item has reached the extent for making a resolution, he may announce discontinuance of the discussion and submit the motion for resolution.
Article 12: Unless otherwise specified for in the Company Act or the Articles of Incorporation of the Company, resolutions shall be adopted by a majority vote at the Meeting. The resolution is deemed to have been adopted if no objection is heard in response to the chairman’s inquiry. Such a resolution is equivalent to a decision duly resolved through voting.

Each share hereof is entitled to one voting power. However, shares that fall under the clause set forth under Article 179-2 of the Company Act shall have no voting power.

Article 13: The persons for supervising the casting of votes and the counting thereof for resolutions shall be designated by the chairman. The person supervising the casting of votes, however, shall be a shareholder. The results of resolution(s) shall be announced in the Meeting, and recorded in the Meeting minutes.
Article 14: The chairman may direct disciplinary (or security) personnel to assist in maintaining the order of the Meeting. Such disciplinary (or security) personnel shall wear badges marked “Disciplinary Personnel” for identification purposes. The chairman or the disciplinary (or security) personnel may expel anyone who disturbs the order of the Meeting.
Article 15: If the continuation of the Meeting proves to be impossible due to force majeure, the chairman may suspend or reschedule the Meeting.
Article 16: Any matters not provided in the Rules and Procedures shall be handled in accordance with the Company Act, Articles of Incorporation of the Company and relevant laws and regulations.
Article 17: The Rules & Procedures were put into effect by the Founders’ Meeting. Any amendments are subject to the approval of the Shareholders’ Meeting.

AI assistant

TWM — AGM Information 2020

52277_rns_2020-07-07_f1656433-f48c-4a88-a574-992cd1bb6959.pdf

Taiwan Mobile Co., Ltd.

2020 Annual General Shareholders’ Meeting

Meeting Minutes

(Translation)

June 18, 2020

2020 AGM Meeting Minutes

3. To approve the cash return out of capital surplus

Voting Results:

4. To approve revisions to the Articles of Incorporation

Voting Results:

5. To approve revisions to the Rules and Procedures Governing Shareholders’ Meeting

6. To approve revisions to the Rules for Election of the Directors

Independent Director Candidates

8. To approve the removal of the non-competition restrictions on the Board of Directors

Special Motion

Meeting Adjourned (Time: 09:28 a.m.)

Taiwan Mobile Co., Ltd.

Business Report

Innovative intelligent applications

New business roadmap, new frontier

World-class corporate governance

Valuing customer satisfaction and shareholders' interests

Corporate social responsibility

2019 operating and financial results

Outlook

Chairman

Taiwan Mobile Co., Ltd.

The 2019 Consolidated Financial Statements

The 2019 Standalone Financial Statements

Taiwan Mobile Co., Ltd. 2019 Earnings Distribution Proposal

Taiwan Mobile Co., Ltd.

Articles of Incorporation

Before and After Amendments for Comparison

Taiwan Mobile Co., Ltd.

Articles of Incorporation

Chapter I General Provisions

Article 5 (Deleted)

Chapter II Capital Stock

Article 7-1 (Deleted)

Chapter III Shareholders' Meetings

Chapter IV Directors

Chapter V Managers and Officers

Chapter VI Financial Reports

Taiwan Mobile Co., Ltd.

Rules and Procedures Governing Shareholders’ Meeting - Before and After Amendments for Comparison

Taiwan Mobile Co., Ltd.

Rules and Procedures Governing Shareholders’ Meeting

Taiwan Mobile Co., Ltd.

Rules for Election of the Directors

- Before and After Amendments for Comparison

T Taiwan Mobile Co., Ltd.

Rules for Election of the Directors

Taiwan Mobile Co., Ltd.

Rules for Election of the Directors

Article 13 A ballot shall be construed as null and void under the following conditions:

Shares Owned by Directors

Note:

Taiwan Mobile Co., Ltd.

Articles of Incorporation

Chapter II Capital Stock

Article 7

Article 7-1 (Deleted)

Chapter III Shareholders' Meetings

Chapter IV Directors

Chapter V Managers and Officers

Chapter VI Financial Reports

Taiwan Mobile Co., Ltd.

Rules and Procedures Governing Shareholders’ Meeting

More from TWM

TWM AGM Information 2020