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E.Sun Financial Holding Co., Ltd. — Proxy Solicitation & Information Statement 2026
May 12, 2026
52215_rns_2026-05-12_88b35bfc-985c-4251-9044-3111e3b15c30.pdf
Proxy Solicitation & Information Statement
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NOTICE OF ANNUAL SHAREHOLDERS MEETING 2025
- The Company's 2025 annual general meeting (AGM) will be held in Evergreen International Convention Center CHANG YUNG-FA FOUNDATION, 11F., No. 11, Zhongshan S. Rd., Zhongzheng Dist., Taipei City, Taiwan. at 9:00 A.M. on June 13, 2025 (Friday). The meeting will be open for registration from 8:30 A.M.
Agenda:
1.1 Reported matters:
(1) Report on the state of business for fiscal year 2024 by the President.
(2) Report on the inspection and auditing of the final account for fiscal year 2024 and communications with internal auditing officers by the Audit Committee.
(3) The state of issuing corporate bonds.
(4) Report on the company’s project for promoting sustainable development.
(5) The status of remuneration distribution to employees and directors.
(6) Report on the acquisition of right of use asset from related party.
(7) Report the adjustment of CPAs.
1.2 Acknowledged matters:
(1) Business reports and financial statements for fiscal year 2024.
(2) Proposal of net income distribution for fiscal year 2024.
1.3 Matters for Discussion:
(1) Amendment to article of incorporation.
(2) Proposal of capital increase from retained earnings and remuneration to employees.
(3) Amendment to the Company’s "Procedure for Engaging in Derivatives Trading".
(4) Amendment to the Rules for Procedure of Shareholders' Meeting.
1.4 Extemporary Motions: None
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The Company’s board of directors has passed the 2024 earnings distribution as follows:
(a). Stock dividend: Total amount of TWD $1,602,000,000, equivalent to circa TWD $0.10 per share. (circa 10 shares per 1,000 shares)
(b). Cash dividend: Total amount of TWD $19,194,960,000, equivalent to TWD $1.20 per share. (TWD$1,200 per 1,000 shares)
(c). For variation of the stock (cash) dividend payout ratio as a result of change in number of shares outstanding, due to any reason hereafter, the Chairperson is authorized by the Company to make discretionary adjustments. -
In accordance with Article 165 of the Company Act, book closure period will be from April 15, 2025 to June 13, 2025. If items of the meeting agenda include content which shall be manifested as requested by
Article 172 of Company Act, the relevant information will be disclosed on Taiwan Stock Exchange Market Observation Post System (https://mops.twse.com.tw, Website route: Electronic Books/Shareholders' meetings. Search stock code "2884" and year "2025" for supplementary files.)
- In addition to announcement on the Taiwan Stock Exchange's Market Observation Post System, shareholders will be notified of this meeting via letter, which will also include a proxy form. For the attendance, please note the following information.
(a). If shareholders cannot attend the meeting, they may exercise their rights to vote by electronic voting. The voting period will be from May 14, 2025 to June 10, 2025. Please log onto the website "TDCC Stock Vote" established by Taiwan Depository & Clearing Corporation at https://stockservices.tdcc.com.tw and follow its instructions to vote.
(b). Shareholders attending the meeting in person shall either present or mail back the first part of the notification letter.
(c). If a proxy is to attend on behalf of the shareholder, the second part of the notification letter shall be filled out and received by the Company no later than five days before the meeting. After the document's correctness is checked, the attending permission card will be sent to the proxy.
(d). Shareholders and proxies attending the meeting shall present identification documents to register.
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If there is (are) a person (s) soliciting proxy forms, the Company will, in accordance with the relevant laws and regulations, compile related information and upload it to Securities & Futures Institute's website by May 13, 2025. Shareholders can access this information at (https://free.sfi.org.tw), and enter the company code 2884 to inquire. The Company's Administration Management Department (stock affairs) is responsible for the calculating and verifying proxy for this AGM.
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For shareholders who cannot attend in person nor register to virtually participate in the AGM via video streaming two days prior to the meeting, you may search “玉山金控股東常會” on YouTube (https://www.youtube.com/) to watch the live streaming during the meeting. Please note that shareholders who watch on YouTube cannot exercise shareholders' right to speak, raise question by text, or vote.
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Additional information regarding the video streaming is stated below:
(a). Shareholders who intend to virtually attend the shareholders' meeting can register at the platform of Taiwan Depository & Clearing Corporation (https://stockservices.tdcc.com.tw) from May 14, 2025 to June 10, 2025. If proxies or solicitors plan to virtually attend the meeting, they shall deliver the "Online Attendance Letter" to the Company's Administration Management Department (stock affairs) by 4:00 P.M. on June 10, 2025. Shareholders who virtually attend can start to register attendance 30 minutes prior to the shareholders' meeting, and then they will be deemed as attending in person.
(b). In the shareholders' meeting, shareholders, proxies and solicitors who virtually attend can exercise voting rights. If they do not exercise the rights, they will be considered as abstained. Questions shall
be raised in the form of text. There is a limit of two questions for each motion, and word count limit of each question is 200 words.
(c). If shareholders have any questions about the registration, attendance, internet connection, or platform operation, they can contact the Company’s Administration Management Department (stock affairs) at 02-2719-1313#1. If shareholders encounter unstable communication, connection lag, or technical difficulties to watch the live streaming, ask questions, or exercise voting rights due to personal matters while virtually attending the shareholders’ meeting, the Company takes no responsibility therefor. If shareholders have relevant concerns, shareholders are recommended to exercise voting rights through online voting platform in advance or to attend the shareholders’ meeting in person.
(d). In the event that the live streaming platform fails or shareholders have difficulty attending virtually due to natural disasters, incidents, or other force majeure, if the problem cannot be solved within 30 minutes, the following actions will be taken.
i. If the total shares do not reach the legally required minimum for shareholders’ meeting after deducting the shares of shareholders that attend virtually, the Company will postpone or reconvene their meeting at 9:00 A.M. on June 18, 2025 in Evergreen International Convention Center CHANG YUNG-FA FOUNDATION, 8F., No. 11, Zhongshan S. Rd., Zhongzheng Dist., Taipei City, Taiwan. Shareholders who have been listed on the shareholders register by the book closure date are entitled to attend the shareholders’ meeting. The Company will not resend their meeting notice and will disclose meeting information on MOPS. Shareholders who do not register to virtually attend the original meeting cannot attend the postponed or reconvened meeting.
ii. If the total shares reach the legally required number for resolutions in shareholders’ meeting after deducting the shares of shareholders that attend virtually, then the meetings should be continued. Shareholders, proxies and solicitors who attend virtually will be considered as abstained from the voting for all motions. If shareholders encounter this situation, they can contact the Company’s Administration Management Department (stock affairs) at 02-2719-1313#1.
iii. If the results of all motions have been announced but the extempore motion session is not implemented, all motions of the shareholders’ meeting will be regarded as completed and the meeting will not be reconvened.
| Information of the live streaming | TDCC’s “Stock Service E-Platform” offers services like e-voting, virtual AGMs, and electronic shareholder notices | Relevant information and instructions of the live streaming platform |
|---|---|---|
| https://stockservices.tdcc.com.tw | https://www.tdcc.com.tw/portal/zh/page/show/402897967d841dba017e8eea7fc5009c |
The Notice is made in English and Chinese. In case there is any discrepancy in the contents between the English and the Chinese versions, the Chinese version shall prevail
Best regards,
E.SUN Financial Holding Company