The peak season for shareholders’ meetings is approaching. Recently, the competent authority amended the relevant regulations regarding the delivery and signing methods of proxies for shareholders’ meetings. The key points are as follows:

I. The deadline for delivering a proxy to the company — five days before the date of the shareholders’ meeting — shall be calculated by excluding the meeting date itself. In other words, the day before the meeting shall be counted as the starting point for the five-day period:

Pursuant to the legislative intent of Article 177, Paragraph 3 of the Company Act, the purpose of this provision is not only to facilitate the company’s shareholder affairs procedures, but also to rectify past abuses in which companies solicited proxies when convening shareholders’ meetings, thereby preventing major shareholders from manipulating such meetings. Accordingly, regarding the statutory requirement under Article 177, Paragraph 3 of the Company Act that proxies shall be delivered to the company at least five days “before” the shareholders’ meeting, the calculation of this five-day period should be made by reference to Articles 120, Paragraph 2, Article 121, Paragraph 1, and Article 122 of the Civil Code; that is, the date of the shareholders’ meeting (the commencement day) shall not be included. Thus, the day immediately preceding the meeting date shall serve as the starting point. Counting backward, the period ends at midnight (00:00) of the fifth day before the meeting date. Therefore, shareholders must ensure that their proxy forms reach the company before midnight of the fifth day prior to the meeting. If the fifth day falls on a public holiday or other non-working day, the deadline shall be moved one day earlier to allow the company at least five full days for processing of shareholder affairs. If a shareholder fails to deliver the proxy within the prescribed period, the company may, at its own discretion, decide whether or not to accept such a proxy. (Ministry of Economic Affairs, Administration of Commerce Letter Shang-Tse-Zi No. 11401403090, dated April 16, 2025)

II. Exclusion of the application of electronic signature provisions in the Electronic Signature Act for proxy solicitation and non-solicitation documents of public companies:

In view of the long-standing practice regarding the solicitation and non-solicitation of proxies for shareholders’ meetings of public companies, and recognizing that such documents are not only related to the convening of shareholders’ meetings but also closely tied to the interests of shareholders, solicitors, and the issuing company, the Financial Supervisory Commission (FSC) amended Article 23-3 of the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” on April 25, 2025. This amendment expressly provides that the written documents related to proxy solicitation and non-solicitation for shareholders’ meetings, where a signature or seal is required, shall be excluded from the application of Article 5, paragraphs 1 to 3 and Article 8, paragraph 1 of the Electronic Signatures Act regarding the use of electronic signatures, aiming to ensure the integrity and proper protection of the rights and interests of all parties involved in proxies and related documents.