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UBOT AGM Information 2015

Jul 28, 2015

52203_rns_2015-07-28_3b496593-41a1-478c-a477-6863033c3fd3.pdf

AGM Information

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Stock Code: 2838

Union Bank of Taiwan

2015 Annual General Shareholders’ Meeting

  • 1 .The 2015 regular meeting of shareholders will be held in No. 187 Kinghua Street (Hall of the 6[th] Floor, Building Complex, Business Center, National Chengchi University), Taipei on 26 June, 2015 at 9:00am (Friday) according to the plan. Shareholders can register from 8:30 am of the day in the place same as the meeting place. Reasons for holding the meeting are as follows:

(1) Report items:

  • 1). 2014 annual business status report

  • 2). 2014 annual account report reviewed by supervisors

  • 3). Stipulate “Good faith management rules” report

  • 4). Stipulate “CSR practice rules” report

  • 5). Abolish “Rules for supervisor authority” report

(2) Acknowledgement items:

  • 1). Acknowledge the plan of 2014 annual account

  • 2). Acknowledge the plan of 2014 annual surplus distribution

(3) Discussion and election items:

  • 1). Revise part of articles stated in the “Rules of procedure for board of shareholders”

  • 2). Revise part of articles stated in the “Company rules”

  • 3). Discuss the plan of new issue of shares of surplus and staff bonus by capital appropriation

  • 4). The plan of election of the 9[th] directors (including independent directors)

  • 5). Cancel the plan of non-competition of newly-appointed directors

  • 6). Annul the “Director election method” and stipulate the plan of “Director election procedure”

(4) Extempore motion

2. The share transfer registration should be stopped from 28 April to 26 June, 2015 according to the article 165 of the company law.

  • 3 . According to the article 209 of the company law, we are planning to request the board of shareholders to cancel the non-competition restriction on the newly-appointed directors as of the day when they take a post of our company on the condition that the company benefit will not be undermined.

  • 4 . The 2014 annual surplus distribution plan is stipulated by the board of directors as follows:

  • (1) NTD 637,241,963 is appropriated from the distributed surplus to cash dividend, NTD 260 cash dividend per thousand shares will be distributed to each shareholder according to the number of shares held by shareholders that it is recorded in the shareholder register on the base day of dividend distribution. It shall be calculated until the unit “Yuan” is obtained. When the dividend distributed is less than NTD 1 Yuan, it will be listed as other income by our company. After the cash dividend distribution plan is passed in the regular meeting of shareholders, it will authorize the board of directors to stipulate the base day of dividend distribution separately.

  • (2) NTD 1,470,558,377 is appropriated from the distributed surplus to carry out surplus capital increase. 147,055,837 ordinary shares will be issued. 60 shares per thousand shares will be distributed. The remaining NTD 7 will be assigned in cash because it is less than 1 share. As for NTD 69,509,836 of the staff bonus, its number of shares issued will be calculated on the basis of the closing price on the day before the 2015 regular meeting of shareholders and the ex-dividend influence. When the new share distributed through capital increase is less than 1

share, it shall be pieced together by shareholders themselves and shall be transacted in the Share Service Agency of our bank and pieced into an integral share within 5 days as of the base day of share distribution. When it is not pieced together before the deadline or the odd lot is still less than 1 share, it will authorize the chairman of our bank to negotiate with the appointed person about denomination purchase.

  • (3) If the sum of shares outstanding is affected because the share of our bank is bought back, or the treasury share is transferred, exchanged or cancelled or due to other conditions, and if the shareholder allotment and the dividend rate change consequently, we should request the board of shareholders to authorize the board of directors to handle the change.

  • (4) As for the aforesaid items related to the new issue of shares through capital increase, if laws are changed or competent authorities check amendments, we should request the board of shareholders to deal with it.

  • 5 . In addition to the notice issued by the public information observation station, we will specially inform and attach one copy of a notice and power of attorney issued by the board of shareholders respectively, and hence we hope you to find time to attend the meeting. When you attend the meeting in person, please send back the second page and register, or go to the meeting place to transact the register procedure on that day. When you authorize the other person to attend the meeting, and after reading instructions about the power of attorney, complete the power of attorney in the 5[th] page and send it back. It should be sent back to the share service agency department of the MasterLink Securities Corporation on 5 days before the meeting so that you can attend the regular meeting of shareholders by means of this power of attorney.

  • 6 . If a person seeks the power of attorney in public, our company will upload it to the Securities & Futures Institute on 26 May, 2015 at the latest after summarizing (Website: http://free.sfi.org.tw). If you want to view the data, click the button. (Stock code: 2838). (The statistic and certifying organization of the power of attorney is the share service agency department of the MasterLink Securities Corporation)

  • 7 . The board of shareholders shall implement its voting right electronically from 27 May to 23 June, 2015. Please directly visit the of the Taiwan Depository & Clearing Corporation and operate according to related instructions (Website: http://www.stockvote.com.tw). 。

(Mandarin Chinese version shall prevail if any inconsistency exists in English version.)