Delta Electronics : 6/17/2022Minutes of 2022 Annual General Shareholders' Meeting

Delta Electronics, Inc. ("Company")

Minutes of 2022 Annual General Shareholders' Meeting

(Translation)

Time: 10:00 AM, June 14, 2022

Place: Auditorium, 8F., No.16, Tungyuan Road, Chungli District, Taoyuan City

Quorum: 2,330,500,020 shares were represented by the shareholders and proxies present, which amounted to 89.71% of the Company's 2,597,543,329 issued and outstanding shares.

Board Members Present: Yancey Hai, Bruce CH Cheng, Mark Ko, Ping Cheng, Simon Chang, Victor Cheng (via video conference), Ji-Ren Lee (Independent Director), Jack J. T. Huang (Independent Director) (via video conference), Shyue-Ching Lu (Independent Director) (via video conference), Rose Tsou (Independent Director) (via video conference), 10 members of the Board of Directors (including 4 Independent Directors) are present.

Attendance: CPA, Ms. Lin, Yu-Kuan, PricewaterhouseCoopers, Senior Manager, Mr. Roger Wang, PricewaterhouseCoopers, Attorneys-at-Law, Mr. James Chen, Lee and Li, Corporate CFO, Mr. Beau Yu and Chief Legal Officer, Mr. Karl Yeh

Chairman: Yancey Hai, Chairman of the Board of Directors

Recorder: Yichun Chen

Commencement: (The aggregate shareholding of the shareholders and proxies present constituted a quorum. The Chairman called the meeting to order.)

Salute according to the etiquette

Chairman's speech: (omitted)

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1. Report Items

1. 2021 Operation Results (Please refer to Appendix 1)
2. 2021 Financial Results (Please refer to Appendix 2 and 3)
3. Audit Committee's Review Opinions on 2021 Annual Final Accounting Books and Statements (Please refer to Appendix 4)
4. Report on 2021 Employees' and Directors' Compensation
   The Company's annual profit in 2021 is NT$32,709,989,547, of which 7.8% is allocated as the employees' compensation in cash totaling NT$2,545,648,687 and 0.14% is allocated as the directors' compensation totaling NT$44,600,000.
5. Report on Short-form Merger between Delta Electronics, Inc. and Allied Material Technology Corp.
   To improve the group's management efficiency and simplify the corporate structure, the Company merged with its 99.97% owned subsidiary Allied Material Technology Corp. The resolution passed by both Boards of Directors held on February 24, 2022. The effective date of the merger is May 1, 2022. Upon the merger, the Company is the surviving company, while Allied Material Technology Corp. is the dissolved company.
6. Report on Issuance of Unsecured Ordinary Corporate Bond.
7. 1. In order to replenish working capital, repay debt and/or support capital expenditures related to business expansion and other medium and long-term funding needs, the Board of Directors of the Company approved the issuance of unsecured ordinary corporate bond and/or sustainable bond on February 24, 2022. The aggregate amount does not exceed NT$50 billion, which may be issued once or in installments within one year from the date of the resolution of the Board of Directors.
   2. The Company issued the 1st issuance of unsecured ordinary corporate bond in 2022 (111-
   3. 1. with totaling amount NT$6.6 billion that are comprised of 2 Tranches, Tranche A and Tranche B, according to different issuance period. It has been effective registration on March 29, 2022 upon the letter No. 11100019761 issued by the Taipei Exchange. The amount issued for Tranche A is NT$5.9 billion and the amount issued for Tranche B is NT$0.7 billion. The status of issuance of the unsecured ordinary corporate bond is as below:

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Status of issuance of corporate bonds:

						Unit: NT$1,000
Type of Corporate Bonds		Domestic Unsecured Bond (111-1)
	Tranche A			Tranche B
Issue Date		2022/04/07			2022/04/07
Denomination			1,000
Offering Price		At Par
Total Amount		5,900,000			700,000
Coupon		0.85%			0.90%
Tenure & Maturity Date		5 years			7 years
	Maturity：2027/04/07			Maturity：2029/04/07
Guarantor			None
Trustee		CTBC Bank Co., Ltd.
Underwriter		CTBC Bank Co., Ltd.
Legal Counsel		True Honesty International Law Offices
Auditor		PricewaterhouseCoopers, Taiwan
Repayment		Bullet Repayment
Outstanding		5,900,000		700,000
Redemption or Early Repayment Clause			None
Covenants			None
Credit Rating Agency, Rating Date and Rating			N/A
Result
	As of April 28, 2022, amount of
Other Rights of	converted or exchanged			N/A
common shares, GDRs or
Bondholders	other securities
	Conversion Right			None
Dilution Effect and Other Adverse Effects on			None
Existing Shareholders
Custodian			None

(The registered number of shareholder who raised questions was 398956. The questions and answers were omitted. Regarding the questions and relevant suggestions by the shareholder, the Chairman had fully explained in detail in the meeting. The Company has also kept record of the questions and answers for future reference.)

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(The registered number of shareholder who raised questions was 110661. The questions and answers were omitted. Regarding the questions and relevant suggestions by the shareholder, the Chairman had fully explained in detail in the meeting. The Company has also kept record of the questions and answers for future reference.)

2. Proposal Items

1. Adoption of the 2021 Annual Final Accounting Books and Statements (Proposed by the Board of Directors)

Explanation:

1. This Company's 2021 Annual Final Accounting Books and Statements, including the Business Report, Parent Company Only Financial Statements and Consolidated Financial Statements (please refer to Appendix 1~3) had been resolved by the Board and Directors and reviewed by the Company's Audit Committee, of which the Parent Company Only Financial Statements and the Consolidated Financial Statements had been audited by CPA, Lin, Yu-Kuan and CPA, Chou, Chien-Hung from PricewaterhouseCoopers, Taiwan. The Company's Audit Committee has found no discrepancies after a thorough review and has made a written review report.
2. It is proposed by the Board of Directors to submit the 2021 Annual Final Accounting Books and Statements to this Annual General Shareholders' Meeting for adoption.

Resolution:

Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,330,500,020 shares with voting rights were present when votes were cast; the number of voting rights for approval is 2,141,070,768, among which 1,420,178,252 was exercised by electronic transmission, the number of voting rights for rejection is 1,521,118, the number of invalid votes is 0, the number of voting rights for abstention is 187,908,134, and 91.87% of the total voting rights voted for approval when votes were cast).

1. Adoption of the 2021 Earnings Distribution (Proposed by the Board of Directors)

Explanation:

1. The 2021 Earnings Distribution Table is compiled as follows in accordance with Company Act and the Company's Articles of Incorporation and has been approved by the Audit Committee and the Board of Directors on February 24, 2022.
2. The Board of Director proposed to set aside NT$14,286,488,310 for cash dividends. According to the number of shares issued and entitled to distribution totaling 2,597,543,329, the cash dividends of NT$5.5 per share will be distributed. The Board of Directors authorized the Chairman subject to the approval of Annual General Shareholders' Meeting to set a record date on which the proposed cash dividend would be distributed according to

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the shareholding ratio of shareholders appeared in the register of shareholders on the designated record date of distribution. In the event that the proposed earnings distribution approved is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a change in common shares (such as, buyback of shares for transfer or cancellation, domestic capital increase by cash, and exercise of employee stock options), it is proposed that the Chairman be authorized to adjust the cash dividends to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.

1. It is proposed by the Board of Directors to submit the 2021 Earnings Distribution to this Annual General Shareholders' Meeting for adoption.

Delta Electronics, Inc.
2021 Earnings Distribution Table
				Unit: NT$
Item		Description		Amount
Net profit after tax for the year 2021			26,796,301,966
Subtract: Setting aside 10% legal reserve			2,688,553,299
Setting aside special reserves			3,623,514,359
Earnings available for distribution by the end of 2021			20,484,234,308
Add: Retained earnings in the beginning of 2021			26,737,168,139
Actuarial profit on defined benefit plan in 2021			89,231,022
Earnings available for distribution by the end of the fiscal year			47,310,633,469
(Note 1)
Distribution Items:
Shareholders' dividends - Cash		NT$5.5 per share	14,286,488,310
Undistributed earnings by the end of 2021			33,024,145,159

(Note 1) The principle of 2021 earnings distribution: earnings available for distribution by the end of the fiscal year shall be distributed first.

(Note 2) Cash dividends distributed are rounded up to NT$1. The total amount of fractional cash dividends less than NT$1 shall be reversed to undistributed earnings.

Chairman: Yancey Hai

Manager: Ping Cheng

Chief Accounting Officer: Beau Yu

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