TYC Brother Industrial Co., Ltd
Meeting Notice of 2024 Annual Shareholders' Meeting
The 2024 Annual Shareholders' Meeting (the "Meeting") of TYC Brother Industrial Co., Ltd (the" Company") will be convened at 9:00 a.m., Thursday, June 18, 2024 at Hotel Château Anping, No. 47, Xinjian Rd., South Dist., Tainan City 70255 , Taiwan.
The shareholders' registration will begin at 8:30 a.m. and the place of registration is the same as the meeting location.
1.The agenda for the Meeting is as follows:
- Report Items
- To report the business of 2023.
- To report Audit Committee's Review Report of 2023.
- To report 2023 employees' and directors' compensation.
- Proposed Resolutions
- To approve 2023 Financial Statements.
- To approve 2023 profits distribution proposal.
III. Election Item
To Elect the Directors
IV.Other Business Item
To approve the release of non-competition restrictions for Directors.
V. Special Motions.
- If the reasons to convene the shareholders' meeting include any matters that shall be listed pursuant to Article 172 of the Company Law, please visit Market Observation Post System (https://mops.twse.com.tw) and click Profile/Electronic Books/Shareholders meeting/Stock code and Year/"Reference information for Meeting Agenda"or"Meeting Handbook"for details.
- The major items of 2023 profits distribution proposal adopted at Board of Directors'meeting are as follows:
I. Cash dividend of NT$2 per common share, totaling NT$625,795,762.
II. Cash dividend of NT$2 per preferred share A, totaling NT$60,000,000.
The record date for cash dividend distribution to be set by the Chairman as authorized by the Board of Directors.
4. The company's shareholders meeting Elects 9 directors (including 3 independent directors). The
list of candidates using the candidate nomination system is:
Representatives of Chi-Min Investment Co., Ltd. : Wu, Kuo-Chen、Wu,Chun-Lang、
Wu, Chun-Chi、Wu ,Chun-I、Representatives of Yuan-Hong Investment Co., Ltd.: Ting,
Cheng-Tai and Chuang, Tai-Shie.
Independent directors: Hou, Rong- Hsien、Hsu, Chiang and Huang, Hui-Ling.
If investors want to inquire about candidates' academic experience and other relevant information, please visit Taiwan Market Observation Post System website (https://www.mops.twse.com.tw) and enter the data you would like to search.
- Pursuant to Article 165 of the Company Law, the shareholder register will be closed from April 20 to June 18, 2024.
- In addition to the public announcement, we hereby serve you this letter as a written notice of the general shareholders' meeting, as well as an Attendance Card and a letter of proxy. We hope that you may spare the time to attend the meeting. If you are attending the meeting in person, please sign or stamp the "The second duplicate of the Attendance Card" and bring it to the meeting venue on the day of the meeting. Please do not mail it. If you appoint a proxy to attend the meeting, please sign or stamp the "The second duplicate of the Attendance Card". It should be delivered five days prior to the meeting to the Company's stock agency, Transfer Agency Department of Capital Securities Corp. After the department has stamped the registration seal on the Attendance Card, it will be posted to the shareholder's proxy for attendance need.
- The company will compile a summary statement of the Solicitor Solicitation Information and disclose the content on the website of Securities & Futures Institute(SFI) by May 17, 2024. More information is available on SFI's website(http://free.sfi.org.tw).
- The Transfer Agency Department of Capital Securities Corporation is the proxy tallying and verification institution for this Annual meeting.
- Shareholders may exercise their voting rights electronically. The excising period is from May 18, 2024 to June 15, 2024. Please access directly to the Taiwan Depository and Clearing Corporation website (https://stockservices.tdcc.com.tw) to vote in accordance with the relevant description.
10. Pursuant to the Company's Articles of Incorporation and the issuance conditions of the Preferred Share A, the shareholders of the Preferred Share A have no voting right at the shareholders' meeting. However, such shareholders are entitled to be elected as a director of the Company and have the voting right at preferred shareholders' meetings and on matters related to rights and obligations of preferred shareholders at the shareholders' meeting. Therefore, the shareholders of the Preferred Share A have no voting right on the Meeting this year.
Board of Directors
TYC Brother Industrial Co., Ltd
