Announcement of convening the 2025 Annual General Meeting of Shareholders
1.Date of the board of directors' resolution:2025/03/21
2.Shareholders meeting date:2025/06/13
3.Shareholders meeting location:12F, The Grand Ballroom, The Grand Hotel,
No.1, Sec.4, Zhongshan N. Rd., Zhongshan Dist., Taipei City 10461,
Taiwan (R.O.C.)
4.Shareholders' meeting will be held by means of (physical shareholders'
meeting/ hybrid shareholders' meeting /
virtual-only shareholders' meeting):physical shareholders' meeting
5.Cause for convening the meeting (1)Reported matters:
(I)2024 Business Report
(II)2024 Audit Committee Report and communication between the Audit Committee
and the Chief Auditor
(III)2024 report on employee and director remuneration distribution
6.Cause for convening the meeting (2)Acknowledged matters:
(I)2024 Business Report, Independent Auditors' Report, and Financial
Statements
(II)2024 earnings distribution plan
7.Cause for convening the meeting (3)Matters for Discussion:
(I)Amendments to the Articles of Incorporation
(II)Approval of issuing 2025 restricted stock awards
8.Cause for convening the meeting (4)Election matters:
(I)Election of the ninth term of the Board of Directors (including
independent directors)
9.Cause for convening the meeting (5)Other Proposals:None
10.Cause for convening the meeting (6)Extemporary Motions:None
11.Book closure starting date:2025/04/15
12.Book closure ending date:2025/06/13
13.Any other matters that need to be specified:
(I)According to Article 172-1 of the Company Act, if a shareholder with a
holding of 1% or more wishes to raise a proposal at a shareholders'
meeting, they must submit a single motion of up to 300 words in written
form at the shareholders' meeting. The Company will accept shareholder
proposals from 2025/04/11 to 2025/04/21, with all documentation needing
to be mailed before 17:00 on 2025/04/21. Please include the name of a
contact person and their contact information to allow Board members'
subsequent reply.
The mailing address for submitting proposals is as follows:
Corporate Affairs Department
26F., No. 168, Jingmao 2nd Rd., Nangang Dist., Taipei 115606,
Taiwan (R.O.C.)
Please print ”Shareholders' Meeting Proposal” on the envelope and post
the document via registered mail.
(II)The Company adopts a candidate nomination system for the election of
the Board of Directors, and the number of directors to be elected for the
ninth term is seven (including four independent directors).
In accordance with Article 192-1 of the Company Act, if a shareholder with a
holding of 1% or more wishes to submit a candidate list for the ninth term
of the Board of Directors (including independent directors), the Company
must receive the nomination letter between 2025/04/11 and 2025/04/21. The
number of nominees must be equal to or less than the number of positions
available.
The mailing address for nomination letters is as follows:
Corporate Affairs Department
26F., No. 168, Jingmao 2nd Rd., Nangang Dist.,Taipei 115606, Taiwan (R.O.C.)
For more details, please refer to the announcements regarding the candidate
nomination system for electing directors.
(III)For this meeting, shareholders may exercise their voting rights
electronically. The electronic voting period extends from 2025/05/14 to
2025/06/10. Please vote according to the instructions on the Taiwan
Depository & Clearing Corporation's ”eVoting” website
(https://stockservices.tdcc.com.tw).
(IV)The Company authorizes the Chairman to change the date and venue of
the shareholders' meeting based on the requirements of the competent
authority or objective factors.
(V)The same person or same related party who singly, jointly, or collectively
holds more than 5% of CTBC Holding's outstanding voting shares shall report
such fact to the Financial Supervisory Commission (FSC) within 10 days of the
day of holding; the preceding provision applies to each cumulative increase
or decrease in the shares of the same person or same related party by more
than 1% thereafter.
The same person or same related party who intends to singly, jointly, or
collectively acquire more than 10%, 25%, or 50% of CTBC Holding 's
outstanding voting shares shall apply for prior approval from the FSC.
(Please refer to Articles 4, 5, and 16 of the Financial Holding Company Act
for more details.)