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Compal Electronics, Inc Stock Ticker：2324 Compal Electronics, Inc. 2021 Annual General Shareholders’ Meeting Meeting Handbook (June 25, 2021) No. 581, Ruiguang Rd., Neihu District, Taipei City 11492, Taiwan (R.O.C.) This translated document is prepared in accordance with the Chinese version and is for reference only. In the event of any inconsistency between the English version and the Chinese version, the Chinese version shall prevail. Table of Contents Ⅰ. Meeting Procedures ................................................................................. 1 Ⅱ. Meeting Agenda ...................................................................................... 3 1. Report Items ....................................................................................... 5 2. Ratification Items ............................................................................... 11 3. Discussion and Election Items .............................................................. 15 4. Special Motion .................................................................................... 25 Ⅲ. Attachments 1. Business Report for the Year 2020 2. Independent Auditors’ Report 3. Audit Committee’s Review Report 4. Financial Statements for the year 2020 5. The Comparison Table Before and After Amendment to the Regulations for Election of Director Ⅳ. Appendices 1. Rules and Procedures of Shareholders Meeting 2. Articles of Incorporation 3. Regulations for Election of Directors 4. Shareholding of Directors 5. The Impact of Non-compensated Distribution of Shares on the Company’s Business Performance, Earnings Per Share, and Shareholder Return Rate 6. Others Meeting Procedures 1 Compal Electronics, Inc. 2021 Annual General Shareholders’ Meeting Procedures 1. Call Meeting to Order 2. Chairman’s Address 3. Report Items 4. Ratification Items 5. Discussion and Election Items 6. Special Motion(s) 7. Meeting Adjourned 2 Meeting Agenda 3 Compal Electronics, Inc. 2021 Annual General Shareholders’ Meeting Agenda Time：9:00 am, June 25, 2021 (Friday) Place：No. 581, Ruiguang Rd., Neihu District, Taipei City 11492, Taiwan (R.O.C.) I. Report Items 1. Report on Business for the year 2020 2. Audit Committee's Review Report for the year 2020 3. Report of the distribution of compensation to employees and directors for the year 2020 4. Report of distribution of the cash dividends from Earnings for the year 2020 5. Report of status of the cash distribution from Capital Surplus II. Ratification Items 1. To ratify the Business Report and Financial Statements for the year 2020 2. To ratify the Distribution of Earnings for the year 2020 III. Discussion and Election Items 1. To approve the amendment to the “Regulations for Election of Directors” 2. Election of the 14th Term of Directors 3. To approve the release of non-competition restrictions for Directors Ⅳ. Special Motion(s) Ⅴ. Meeting Adjourned 4 Report Items 5 Item 1 Proposed by the Board of Directors Proposal: Report on Business for the year 2020 Explanatory Note: The Business Report for the year 2020 is attached hereto as Attachment 1. 6 Item 2 Proposed by the Board of Directors Proposal: Audit Committee's Review Report for the year 2020 Explanatory Notes: 1. The Financial Statements and its related reports for the Year 2020 have been reviewed and examined by the Audit Committee and the review report was issued. The Financial Statements for the year 2020 have been audited by the Independent Auditors and the Independent Auditors’ Report was issued, accordingly. 2. Independent Auditors’ Report is attached hereto as Attachment 2. 3. Audit Committee's Review Report is attached hereto as Attachment 3. 7 Item 3 Proposed by the Board of Directors Proposal: Report of the distribution of compensation to employees and directors for the year 2020 Explanatory Note: 1. In accordance with the Articles of Incorporation of the Company, if there is any profit in a fiscal year, the Company’s pre-tax profits in such fiscal year, prior to deduction of compensation to employees and directors, shall be distributed to employees as compensation in an amount of not less than two percent (2%) thereof and to directors as compensation in an amount of not more than two percent (2%) of such profits. Notwithstanding the foregoing, in the event that the Company has accumulated losses, the Company shall first reserve an amount to offset such accumulated losses. 2. The distribution of compensation to employees and directors for the year 2020, as approved by the Remuneration Committee and the Board of Directors, are NT$974,693,802 and NT$51,540,800, respectively. The compensations shall be distributed in the form of cash. 8 Item 4 Proposed by the Board of Directors Proposal: Report of distribution of the cash dividends from Earnings for the year 2020 Explanatory Note: 1. The proposal has been approved by the Board of Directors in accordance with authorization by the Company’s Articles of Incorporation, and the amount of earnings for the year 2020 available for distribution to shareholders as dividend and bonus is NT$5,288,575,950. Such amount is distributed in the form of cash dividend. Each shareholder will be entitled to receive a cash dividend of NT$1.2 per share. Cash dividend shall be distributed and paid to each shareholder, rounded to the nearest NT dollar (truncate the numbers after decimal place). Fractional amounts will be aggregately recognized as other revenue in the accounting book of the Company. 2. The Board of Directors has approved to set an ex-dividend record date for distribution on May 1, 2021, and cash distribution has been paid out on May 21, 2021. 9 Item 5 Proposed by the Board of Directors Proposal: Report of status of the cash distribution from Capital Surplus Explanatory Note: 1. The proposal has been approved by the Board of Directors in accordance with authorization by the Company’s Articles of Incorporation, the Company proposed a cash distribution of NT$1,762,858,650 from capital surplus derived from the amount of the subscription price in excess of par value of common shares issued by the Company. The cash is to be distributed to the registered shareholders on the record date, and the cash distribution per share will be NT$0.4. Cash distribution from capital surplus shall be paid to each shareholder, rounded to the nearest NT dollar (truncate the numbers after decimal place). Fractional amounts will be aggregately recognized as other revenue in the accounting book of the Company. 2. The Board of Directors has approved to set record date of cash distribution from capital surplus on May 1, 2021, and cash distribution has been paid out on May 21, 2021. 10 Ratification Items 11 Item 1 Proposed by the Board of Directors Proposal: To ratify the Business Report and Financial Statements for the year 2020 Explanatory Notes: 1. The Business Report and Financial Statements for the year 2020 have been approved by the Audit Committee and by the Board of Directors. Szu-Chuan Chien and Yiu-Kwan Au, certified public accountants of KPMG, have completed the audit of the 2020 financial statements and issued an audit report relating thereto. 2. The “Business Report for the Year 2020” and “Financial Statements for the Year 2020” are attached hereto as Attachments 1 and 4. Resolved That: 12 Item 2 Proposed by the Board of Directors Proposal: To ratify the Distribution of Earnings for the year 2020 Explanatory Notes: 1. The Distribution of Earnings for the year 2020 has been approved by the Audit Committee and by the Board of Directors. 2. The “Distribution of Earnings for the year 2020” is attached. Please see page 14. Resolved That: 13 Compal Electronics, Inc. Earnings Distribution Proposal for the Year 2020 Unit: NT$ Item Amount Unappropriated retained earnings in the beginning of the year 28,802,974,437 Add: Net income of 2020 9,361,892,561 Subtract: Remeasurement of defined benefit plan (48,218,500) Legal reserve (924,672,365) Special reserve resulting from other equity interest (3,164,965,320) Changes in ownership interests in subsidiaries (33,051,090) Changes in equity of associates and joint ventures (9,055,266) accounted for using equity method Disposal of investments in equity instruments measured (24,844,060) at fair value through other comprehensive income Retained earnings available for distribution as of December 33,960,060,397 31, 2020 Distribution item: Subtract: Dividends to common shares holders (Note) (5,288,575,950) Unappropriated retained earnings as of December 31, 2020 28,671,484,447 Note: Cash dividends of NT$1.2 per common share 14 Discussion and Election Items 15 Item 1 Proposed by the Board of Directors Proposal: To approve the amendment to the “Regulations for Election of Directors” Explanatory Notes: 1. Amendment to the Regulations for Election of Directors is proposed to conform to the requirements of the regulatory authority. 2. The Comparison Table Before and After Amendment to the Regulations for Election of Directors is attached hereto as Attachment 5. Resolved That: 16 Item 2 Proposed by the Board of Directors Proposal: Election of the 14th Term of Directors Explanatory Notes: 1. The 13th term of office for Directors of the Company will expire on June 21, 2021. Pursuant to Article 195, Paragraph II of the Company Act, in case no election of new directors after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until new directors have been elected and assumed their office. 2. In accordance with the Articles of Incorporation of the Company and resolutions adopted by the Board of Directors, the Company should elect fifteen (15) Directors (including 3 Independent Directors). The tenure of each Director shall be three (3) years, commencing from June 25, 2021 and ending on June 24, 2024. 3. According to applicable laws and the Articles of Incorporation of the Company, a candidate nomination system has been adopted by the Company for the Director election. The list of candidates for Director (including Independent Director) has been approved by the Board of Directors of the Company, and the shareholders shall elect Directors (including Independent Director) from among those listed on the slate of director candidate.
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