UPC — AGM Information 2019

Jun 27, 2019

UPC Technology Corporation

Meeting Notice of

2019 Annual General Shareholders’ Meeting

(Summary Translation)

The 2019 Annual General Shareholders’ Meeting (the ”Meeting”) of UPC Technology Corporation will be convened at 10:00 a.m., Friday, June 14, 2019 at Po Shou Hall of The Grand Hotel Kaohsiung (located at 5F, No.2, Yuanshan Rd., Niaosong Dist., Kaohsiung City, Taiwan)

1. Agenda for the Meeting

   • I. Report Items

     • (1) 2018 Business Report

     • (2) Audit Committee’s Review Report

     • (3) 2018 employees and directors’ compensation distribution Report

     • (4) 2018 First Domestic Secured Straight Bonds Issuance Report

   • II. Matters for Ratification

     • (1) Adoption of the 2018 Business Report and Financial Statements

     • (2) Adoption of the 2018 Profits Distribution Proposal

   • III. Matters for Discussion

     • (1) Proposal for a new share issue through capitalization of earnings

     • (2) Proposal for Amendment of the Articles of Incorporation

     • (3) Proposal for Amendment of the procedures for the Acquisition and Disposal of Assets

     • (4) Proposal for Amendment of the Procedures for Derivatives Transactions

     • (5) Proposal for an Amendment of the Procedures for Loaning Funds to Others

     • (6) Proposal for Amendment of the Procedures for Endorsements and Guarantees

   • IV. Election

     • (1) Election of Newly added two vacancies of Director. The nominated candidates are as follows:

       • i. Jiang, Hui Jong (Lien Hwa Industrial Corp. Rep.)

       • ii. Lin, Hsin Hung (Lien Hwa Industrial Corp. Rep.)

     • (2) Education and experience of the candidates: please refer to Market Observation Post System (http://mops.twse.com.tw).

V. Questions and Motions

• VI. Adjournment

1. The major items of proposal for Distribution of 2018 profits adopted at Board of Directors meeting are as follows:

Cash dividends of NT$0.2 per common share, totaling NT$256,766,525; Stock dividends of NT$0.3 per common share, totaling NT$385,149,780.

Before the dividend distribution record date, if the Company’s number of outstanding shares is affected by any share repurchase or any transfer, or cancellation of Treasury shares and if the dividend distribution ratio is changed accordingly, the Board of Directors is authorized by Shareholder’ Meeting to make necessary adjustments and has the full discretion to handle relevant matters.

1. According to Article 172 of the Company Act, please refer to the main content in Market Observation Post System (http://mops.twse.com.tw).

2. Shareholders may exercise their voting rights through the STOCK VOTE Platform of Taiwan Depository & Clearing Corporation. (https://www.stockvote.com.tw) during the period from May 15, 2019 to June 11, 2019.