LEATEC Fine Ceramics Announcement of Board Resolution on Convention of 2015 Extraordinary Shareholders’ Meeting
In accordance with relevant regulations of the Company Act and Securities and Exchange Act and the resolution of the Board of Directors’ meeting dated January 5, 2015.
(I) Date of Meeting: February 26, 2015
(II) Start and End Dates for Suspension of Share Transfer Registration: January 28, 2015 to February 26, 2015
Start and End Dates for Suspension of Conversion (Transfer) of Certificate of Entitlement to New Shares form Convertible Bond and Conversion of Corporate Bonds:
(III) Time of Meeting: 09:30 (24-hour system)
Starting time for shareholders’ sign-in: 09:00 (24-hour system)
Venue: No. 160, Sec. 1, Pingdong Rd., Pingzhen Dist., Taoyuan City (B1 Conference Room)
(IV) Reasons of Meeting Convention:
1. Elections: Supplementary election of directors of the Company.
2. Extraordinary Motions.
Election ○None ●Yes: Explanation: Supplementary election of 8th term of directors
Presently, the election method for directors and supervisors specified in the articles of incorporation adopts ● Cumulative voting method ○ Straight voting method ○ Others
Change of earnings distribution ●None ○Yes: Explanation:
＊Expected cash (dividends) distribution: NT$/share (i.e., NT$ of earnings is distributed per share, NT$ per share is issued for legal reserve, capital reserve)
* Expected dividend distribution (total amount):Earnings - share, dividend of NT$ is distributed per share, legal reserve, capital reserve - shares, and issuance of NT$ per share
＊Special share dividends: NT$/share, common shares for distribution
＊Proposed cash capital increase of NT$ and shares, subscription rate of %
＊Employee cash bonus: NT$, Employee stock bonus: NT$ (the input unit is in number of shares for the period before 2007)
＊Remuneration of directors and supervisors (NT$):
IV. Account Transfer Registration Procedure:
(I) Date and time for account transfer registration: Before January 27, 2015 16:30 (24-hour system)
(II) Name of Institution for account transfer: Stock Affairs Agency Department of Grand Fortune Securities Co., Ltd.
(III) Address of institution for account transfer procedure: 3F., No. 51, Sec. 1, Minsheng E. Rd., Zhongshan Dist., Taipei City
(IV) Telephone of institution for account transfer procedure: (02)2512-1658
(V) Account transfer method:
Shareholders holding shares of the Company but without account transfer registration are requested to proceed to the stock affair agency institution of the Company: Stock Affairs Agency Department of Grand Fortune Securities Co., Ltd. (address: 3F., No. 51, Sec. 1, Minsheng E. Rd., Zhongshan Dist., Taipei City) before January 27, 2015, for the account transfer registration procedure in person. For shareholders adopt the mailing method for the procedure, the postmark date of the registered mails of January 27, 2015 (last day for account transfer registration) is the final acceptance date. For those participating in the centralized stock transfer registration handled by Taiwan Depository & Clearing Corporation, stock transfer agent of the Company will submit their documents to proceed with the stock transfer registration procedure.
(VI) Others: None
V. Other matters for announcement:
＊The meeting notices and proxies will be sent to all shareholders 15 days before the convention of extraordinary shareholders’ meeting. In case where any shareholder fails to receive such letters, please indicate the shareholder account number, account name and National ID No. or Tax ID No. in writing, in order to request for such documents with the stock affair agency of the Company: Stock Affairs Agency Department of Grand Fortune Securities Co., Ltd. (telephone: (02)-2562-1658).
＊Pursuant to Article 26-2 of the Securities and Exchange Act, the notice of the extraordinary shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement 15 days before the meeting convention. Accordingly, no further meeting notice will be mailed, and shareholders are requested to present National ID and original seal preserved to the stock affairs agency of the Company: Stock Affairs Agency Department of Grand Fortune Securities Co., Ltd. for further information on the meeting convention and to attend the extraordinary shareholders’ meeting on the meeting convention date. (Telephone: 02-2562-1658). For shareholders owning more than 1,000 shares, the meeting notice will be sent to 15 days before the convention of extraordinary shareholders’ meeting. In case where any shareholder fails to receive such letters, please indicate the shareholder account number, account name and National ID No. or Tax ID No. in writing, in order to request for such documents with the stock affair agency of the Company: Stock Affairs Agency Department of Grand Fortune Securities Co., Ltd.
＊When the present extraordinary shareholders’ meeting involves solicitation of proxies, the solicitor shall submit relevant documents to the Company 23 days before the extraordinary shareholders’ meeting (address: No. 160, Sec. 1, Pingdong Rd., Pingzhen Dist., Taoyuan City / please indicate “Proxy Solicitation Letter” on the envelope, telephone: (03)450-7531), and the Securities and Futures Institute shall also be informed.
* The Stock Affairs Agency Department of Grand Fortune Securities Co., Ltd. is the proxy tallying and verification institution for the present extraordinary shareholders’ meeting.
＊Announcement of independent director nomination: The number of independent directors to be elected in the present election is 2 independent directors. The Company proposes to accept the nomination for the independent director candidate roster from January 16, 2015 to January 28, 2015. For detail information, please refer to relevant announcement for the candidate nomination system for election of directors and supervisors.
＊The souvenir for the present extraordinary shareholders’ meeting is: FamilyMart NT100 gift voucher, and the Company does not collect souvenir deposit.
Regarding the souvenir provided by the Company, relevant matters are described in the following:
1. Solicitors shall submit written application before the last day of the time-limit indicated in the requirements for submission of proxy solicitation written document to the Company in order to collect the souvenir. The Company will deliver the souvenir to the location designated by each solicitor or solicitors may proceed to the location designated by the Company to collect the souvenir within 3 days after the last day of the time-limit indicated in the requirements for submission of proxy solicitation written document to the Company and no later than 2 days before the mailing of the shareholders’ meeting convention notice.
2. If a solicitor fails to apply for collection of souvenir by filling out written documents and submit to the Company before the time-limit specified, the Company will deliver the souvenir to the solicitor within 3 days after the receipt of the souvenir collection application written document from the souvenir.
3. The shareholders’ collection of souvenir method and location are described in the meeting convention notice in detail.
VI. Announcement is hereby made for consideration ●Completed