Taiwan Mobile Co., Ltd. — AGM Information 2014

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Taiwan Mobile Co., Ltd.

2014 Annual General Shareholders’ Meeting

Brief Summary of Proposed Resolutions (Translation)

AGM Time: 9:00 a.m., Thursday, June 12, 2014 AGM Place: 6F, No.88, Yanchang Rd., Taipei City (Taipei New Horizon Building)

Note to Readers:

If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language version shall prevail.

Proposed Resolutions

1. To accept the 2013 Business Report and Financial Statements

Taiwan Mobile’s (The Company) financial statements were audited by certified public accountants, Simon Chen and Leo Chi, of KPMG and were approved at the board meeting on January 28, 2014.

Resolution:

2. To ratify the proposal for the distribution of the 2013 retained earnings

• (1) The Company’s 2013 net income was NT$15,583,447,479.

• (2) Cash dividend proposed by the Board is NT$15,064,599,077. The Company received letters of agreement from TCC Investment Co., Ltd. (TCCI), TCCI Investment & Development Co., Ltd. (TID) and TFN Union Investment Co., Ltd. (TUI) forfeiting their share of dividends from the Company. Deducting 730,725,849 shares collectively owned by TCCI, TID and TUI from the total outstanding shares of 3,420,832,827, the share count entitled to receive dividends is 2,690,106,978, representing NT$5.6 per share. It is proposed that the Chairman be authorized to set a record date for distribution and make relevant adjustments, if any, based on the total number of shares outstanding on the record date.

Resolution:

3. To approve revisions to the Articles of Incorporation

To add third-party payment, cross-border internet transaction and publishing as the Company’s new business items, the Company proposed revisions to Article 2 of the Articles of Incorporation.

Resolution:

4. To approve revisions to the Rules and Procedures for the Acquisition or Disposal of Assets

In compliance with the Financial Supervisory Commission’s issuing of interpretation No. 1020053073 related to the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” on December 30, 2013, the Company proposed the following revisions:

• (1) In line with the adoption of the International Financial Reporting Standards (IFRS), related articles have been proposed to be amended.

• (2) When the Company enters into a transaction of membership or intangible assets with the government, a CPA opinion on the reasonableness of the transaction price is not required.

• (3) The Company may acquire or dispose of government bonds or bonds under repurchase and resale agreements, etc. from a related party without first submitting relevant information to and getting approval by the Audit Committee and the Board of Directors.

Resolution:

5. To elect the Board of Directors (including Independent Directors) for the seventh term

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• (1) The current sixth term of the Board of Directors consists of 9 directors (including 4 independent directors) with their terms expiring on June 14, 2014. The seventh term of Board of Directors shall be elected at the 2014 AGM.

• (2) Article 21 and 21-1 of the Company’s Articles of Incorporation promulgate that 9-11 directors (at least 3 independent directors), with a tenure of office of three years, shall be persons with legal capacity elected by the shareholders at the shareholders’ meeting and shall be determined by a candidate nomination system.

• (3) The seventh term of the Board of Directors with 9 directors (including 4 independent directors) who will hold office from June 12, 2014 to June 11, 2017 shall be elected at the 2014 AGM. The Audit Committee will be composed entirely of independent directors, replacing supervisors.

• (4) The candidate list of directors was reviewed and approved at the board meeting on April 29, 2014.

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Independent director candidates

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Resolution:

6. To approve the release of the non-competition restrictions on the Board of Directors elected in the shareholders’ meeting

• (1) According to Article 209 of the Company Act, a director who acts for himself or on behalf of another person that is within the scope of the company's business, shall clarify to the meeting of shareholders the essential contents of the act and secure its approval.

• (2) Please approve the removal of the non-competition restrictions on the Board of Directors (including individual directors and institutional directors’ representatives) for the seventh term of the Board of Directors elected at the shareholders’ meeting till the end of their tenure in office.

• (3) According to Article 178 of the Company Act, a shareholder who has a personal interest in a matter under discussion at a meeting, which may impair the interest of the company, shall not vote nor exercise the voting right on behalf of another shareholder. The regulation shall apply to the elected directors and their representatives.

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Resolution:

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