TXC — AGM Information 2019

Jun 26, 2019

TXC CORPORATION Notices of a Regular Shareholders’ Meeting in 2019

1. TXC CORPORATION hereby announces to convene a Regular Shareholders’ Meeting at the TXC Corporation (Meeting Room), located in No.4, KungYeh 6[th] Rd., Pingzhen Industrial District, Taoyuan City. The shareholders’ meeting of the company commences at 9:30 am, Wednesday, June 12[th] , 2019, and the company starts to deal with registered matters at 9:00 am，Agenda of the meeting: (1)Report Matters: (i) To report the business of 2018; (ii) Audit Committee’s review report; (iii) To report 2018 employees’ profit sharing bonus and directors’ compensation; (2) Recognition Matters: (i) To accept 2018 business report and financial statements; (ii) To approve the proposal of distribution of 2018 earnings; (3) Discussion Matters: (i) To Revise the Articles of Incorporation; (ii) To Revise the "Procedures for Acquisition or Disposal of Assets"; (iii) To Revise the "Procedures for Financial Derivatives Transactions"; (iv) To Revise the "Procedures for Lending Funds to Other Parties"; (v) To Revise the "Procedures for Endorsement & Guarantee" (4) Election Matters: (i) To elect eleven Directors (including four independent directors) (5) Other Matters: (i) To remove the restriction of non-compete agreement of directors; (6) Special Motion

2. Proposal for appropriation of distributable earnings in 2018: Cash dividends: Proposal to appropriate NT$619,514,080—from the distributable earnings as cash dividends at NT$2. 0 /each share.

3. To elect eleven Directors (including four independent directors)

4. The Directors Candidate List: (i)Lin, Jin-Bao 、 (ii)Lin, Wan-Shing 、 (iii)Chen Chueh, 、 、 、 、

Shang-Hsin (iv)Kuo, Ya-Ping (v)Hsu, Hsing-Hao (vi)TLC Capital Co.,LTD (vii)Huang, 、 、

Hsiang-Lin; The Independent Directors Candidate List: (i)Yu, Shang-Wu (ii)Tsai, Song-Qi (iii)Su 、

Yan-Syue (iv)Wang Chuan-Fen

• For related information on the above candidates' academic experience, please refer to MOPS (http://mops.twse.com.tw).

• According to Article 209 of Corporate Law, the company is going to remove the restriction of non-compete agreement of new directors. For more details, please refer to handbook of shareholders’ meeting.

• Enclosed please find each one copy of the Notice of Attending the Regular Shareholders’ Meeting and a Proxy Letter for your disposal. If you wants to participate in the said meeting personally, please sign or affix your seal on the said Notice of Attending the Regular Shareholders’ Meeting and bring it to the meeting place on the meeitng day to report your attendance; If you want to assign a proxy to attend the said meeting, please fill out the attached Proxy Letter indicating the name and address of the agent appointed by you and provide your personal signature or seal on the Proxy Letter and mail the Proxy Letter within five days prior to the calling of the shareholders’ meeting to the Sales Agent of our Stock Capitals located in the B1, No. 210, Chende Rd., Section 3, Taipei (Zip Code 10366), so that the Company can send out the Meeting Attendance Admission (or Attendance Signature Card) to you.

• Letter of proxy of the company will be vertified by registrar of Yuanta Securities Co.,Ltd.

• If there is any shareholder who asks for letter of proxy, the company will disclose related information on website of Securities and Futures Institute by May 10[th] 2019. Please search for related information in “Free Search System of Proxy Letter Announcement” of the following website: http://free.sfi.org.tw

• The main content of the shareholders’ meeting, if there are matters stipulated in Article 172 of the Company Law, except for the convening notice, the main contents of the meeting please refer to MOPS (http://mops.twse.com.tw).

• Shareholders may exercise their voting rights through the STOCKVOTE platform of Taiwan Depository &Clearing Corporation (http://www.stockvote.com.tw) during the period from May 13[th] to June 9[th] , 2019.

For the attention of all shareholders:

Yours faithfully, Board of Directors, TXC Coproration