Chunghwa Telecom : Meeting Minutes

(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.)

Chunghwa Telecom Co., Ltd.

2023 Annual General Meeting Minutes

Time: 9:00 a.m. of May 26, 2023

Venue: Chunghwa Telecom Training Institute

No. 168, Minzu Road, Banchiao District, New Taipei City, Taiwan, R.O.C.

Number of shares represented by shareholders present:

Shares represented by the shareholders in attendance or by proxies totaled 6,162,213,687 (including the 6,150,478,728 shares represented by the shareholders exercising voting rights through e-voting), accounting for 79.43% of the total shares issued by the Company, i.e. 7,757,446,545 shares.

Chairman: Shui-Yi Kuo, Chairman of the Board of Directors

Recorder: Hsiu-Chuan Lee

Directors present: Shui-Yi Kuo, Su-ming Lin (Chairman of the Audit Committee, Independent Director), Ching-Hwi Lee, Shin-Yi Chang, Shin-Horng Chen, Hsiu-Chuan Tsai,

Shih-Hung Tseng, Yu-Fen Lin (Independent Director), Yi-Chin Tu (Independent

Director), Chia-Chung Chen (Independent Director)

More than one-half of all 12 directors are in attendance.

Attendees: Chih-Poung Liou (Attorney of Stellex Law Firm)

Yih-Shin Kao (CPA of Deloitte & Touche)

Chairman's address: (omitted)

Shareholder's question (account number: 41207)：

Clarification of the identity of the Chairman.

Chairman responded:

I was elected by the interim meeting of Board of Directors on May 5 to take over the duty as the Chairman. Today, I'm hosting the 2023 Annual General Meeting of Chunghwa Telecom in the capacity of Chairman of Chunghwa Telecom.

Report Items

I. 2022 business report (Attachment 1)

II. 2022 audit committee's review report (Attachment 2)

1. 2022 compensation distribution to directors and employees
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IV. Amendments to the Code of Ethics

1. Amendments to the Sustainable Development Best-Practice Principles (formerly known as Corporate Social Responsibility Best-Practice Principles)

VI. Issuance of unsecured straight corporate bonds for 2022

Chairman：The above reports were made for shareholders' information.

Shareholder raised the comments (1)：(account number: 52047, 47120, 103811, 38175, 40602, 87533, 152074, 48837, 101633, 52913, 54988 and 101052)

Issues such as systematic employee wage raise, talent recruitment, employee review and management, promotion rate, and increasing contribution rate of new labor pension system.

Chairman and relevant persons designated by the Chairman responded:

• Full efforts will be put to achieve the magnitude and method of wage raise under the purview of
  corporate governance, which is expected to be discussed and submitted to the Board of Directors after the end of the third quarter.  We will hear and collect feedbacks from the labor union and employees
  on the Company's talent retention policy that includes types of measures, budget, allocation focus and timing of implementation.  Employee right and benefit issues and suggestions, except for those have been explained at the meeting, will be passed to relevant department to follow up after the meeting.

Shareholder raised the comment (2)：(account number: 656200)

• Chunghwa Telecom has committed to SBTi to set up scientific carbon reduction target. May I ask for the estimated time of acceptance by SBTi? The timeline for information disclosure of biodiversity.

Chairman and the relevant person designated by the Chairman responded:

• Chunghwa Telecom has submitted the scientific carbon reduction target to SBTi on August 2021.
  After several rounds of inquiries and answers, it is still in the process of review by SBTi. It is expected that the review will be completed before August 2023.  With regards to information disclosure for biodiversity, TNFD recently released a beta version of "Nature-Related Risk & Opportunity Management and Disclosure Framework." The Company will evaluate the introduction of the official version which is expected to be released in September this year. The Company is committed to make contributions in biodiversity, e.g. the recently promoted expansion of Taiwan afforestation and the environmental impact assessment of submarine cable construction.

Shareholder raised the comment (3)：(account number: 652216, 561092, 841836, 89444, 656118, 52913 and 47120)

The operational management issue of the subsidiary, Honghwa International Corp.

Chairman and the relevant person designated by the Chairman responded:

We will revert to Honghwa and request the matter to be handled with care.

Matters for Ratification

I. Ratification of 2022 business report and financial statements

Proposed by the Board of Directors

Explanation:

1. The Company's 2022 financial statements (page 16-23 and page 27-33 in the meeting handbook) (Attachment 4~Attachment 7 and Attachment 9~Attachment 12), including balance sheets, statements of comprehensive income, statements of changes in equity, and statements of cash flows, were audited by Ms. Yih-Shin Kao and Ms. Mei Yen Chiang of

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Deloitte & Touche. The audit opinions relating to the aforementioned financial statements were issued hereby (page 12-15 and page 24-26 in the meeting handbook) (Attachment 3 and Attachment 8). The Company's 2022 business report (page 2-5 in the meeting handbook) (Attachment 1) and the aforementioned financial statements have been reviewed and determined to be accurate by the Audit Committee members of the Company with review report submitted hereby (page 6 in the meeting handbook) (Attachment 2).

1. This proposal was approved by the 5th meeting of the 10th Board of Directors on February 24, 2023.
2. This proposal is hereby submitted to the Annual General Meeting for ratification.

Shareholder raised the comment (1)：(account number: 38175, 47120, 40602, 152074 and 52047) Issues such as systematic employee wage adjustment, promotion system, increasing the childcare allowance, number of days of maternity examination and calculation of average wage.

Chairman and the relevant person designated by the Chairman responded:

Employee right and benefit issues and suggestions, except for those have been explained at the meeting, will be passed to relevant department to follow up after the meeting.

Shareholder raised the comment (2): (account number: 89027)

Please report profits and losses of the 20 subsidiaries.

Chairman and the relevant person designated by the Chairman responded:

According to page 117 of the financial statement, most of the 20 subsidiaries made profits, only 2 subsidiaries suffered from losses with an amount of less than NTD 4 million in total, which is attributable to project delay as a result of the COVID-19 pandemic.

Resolution:

Voting results: 5,862,203,832 "for" votes, representing 95.13% of the shares present at the time of voting; 5,648,488 "against" votes; 294,361,367 "abstain/non-vote" votes; 0 "invalid" vote

RESOLVED, the above proposal submitted by the Board of Directors was ratified upon voting.

II. Ratification of 2022 earnings distribution proposal

Proposed by the Board of Directors

Explanation:

1. The Company's 2022 financial statements have been finalized, and earnings shall be distributed as stipulated in the 2022 Earnings Distribution Proposal on the following page (Attachment 13). It is proposed that cash dividends paid to stockholders of NT$36,475,513,654. Common stockholders will receive cash dividends of NT$4.702 per share based on their number of shares held as recorded on the ex-dividend base date. The aforementioned cash dividends will be distributed to stockholders from 2022 earnings as a priority.
2. Each shareholder's cash dividend shall be issued to the rounded-down full NT dollar (fractional amount be ignored). The sum of all cash dividends less than NT$1 shall be allocated in line with a progressive decrease in decimal numbers and a progressive increase in shareholders' ID number so that the total dividend distribution is fully paid. After which, the
   Chairman shall set a record date of ex-cash dividend for distribution after ratification by the Annual General Meeting.
3. Should the Company's capital position change in the future, requiring adjustments in the cash distribution ratio, it is proposed that the Chairman be authorized to manage the change in the cash distribution ratio.
4. This proposal was approved by the 5th meeting of the 10th Board of Directors on February 24, 2023 and is hereby submitted to the Annual General Meeting for ratification.
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Shareholder raised the comment: (account number: 47120)

Issues such as office building and asset management of the Nantou branch.

Chairman and the relevant person designated by the Chairman responded:

We will ask the Administration and Asset Development Department and Network Technology Group to conduct on-site due diligence and further deliberate upon the matter.

Resolution:

Voting results: 5,866,459,986 "for" votes, representing 95.20% of the shares present at the time of voting; 3,195,619 "against" votes; 292,558,074 "abstain/non-vote" votes; 8 "invalid" vote

RESOLVED, the above proposal submitted by the Board of Directors was ratified upon voting.

Matters for Discussion

I. Amendments to the Articles of Incorporation

Proposed by the Board of Directors

Explanation:

1. In response to the global trend of net zero emissions and to actively promote the environmental sustainability, it is proposed to add a new business item of "Electric Power Generation (D101011)" in order to invest in renewable energy related business. In addition, in order to continuously promote the Company's maritime satellite communications service and to meet such business needs, it is proposed to add a new business item of "Commercial Port Area Ship-repair (CD01070)". Article 2 of the Articles of Incorporation are proposed to be amended accordingly by adding business items from Item 55 to Item 56 and the numbering for the original Item 55 is moved to Item 57 accordingly:
2. 1. "Electric Power Generation (D101011)"
   2. "Commercial Port Area Ship-repair (CD01070)"
3. The comparison table for the draft amendment to the Article 2 of the Articles of Incorporation of Chunghwa Telecom Co., Ltd. is attached. (Attachment 14)
4. This proposal was resolved by the 4th meeting of the 10th Board of Directors on January 31, 2023 and is hereby submitted to the Annual General Meeting for resolution.

Shareholder raised the opinion: (account number: 101300)

The purpose of amending the Articles of Incorporation.

Chairman and the relevant person designated by the Chairman responded:

• In relation to the addition of the business item of "Electricity Power Generation": the Company actively responds to the climate change and promises to achieve the goal of 100% using renewable energy in the whole company in 2024. In the past, our Company undertook the solar photovoltaic construction project of governmental institution, state-owned enterprises or domestic companies, and has accumulated solar photovoltaic construction capacity for up to 305MW. It can generate green power for 389 million kWh annually and can provide the electricity use for more than 110 thousand family users. The Company recently plans to expand the business scope to invest in the construction of major field for more than 2MW. In accordance with the "Regulation for Installation and Management of Renewable Energy Generation Equipment", if the total capacity reaches more than 2MWp, it shall apply for first-type renewable energy power generation facility. Therefore, the
  business item of "Electricity Power Generation" needs to be added in order to comply with the Electricity Act.  In relation to the addition of business item of "Commercial Port Area Ship-repair": because of pandemic in recent years, Kaohsiung port authority requires for installing ship maintenance satellite equipment, otherwise the Company may not apply for boarding; and in addition, as the operating strategy, the Company plans to form a cross-industry alliance cooperation with nautical instrument manufactures, use multi-orbit satellite services to explore AIoT application business opportunities for maritime satellite communications and at the same
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time assist shipping merchants in digitizing ships and promoting smart ship services. Therefore, we add "Commercial Port Area Ship-repair" as the Company's business item.

Resolution:

Voting results: 5,827,842,476 "for" votes, representing 94.57% of the shares present at the time of voting; 1,324,169 "against" votes; 333,047,042 "abstain/non-vote" votes; 0 "invalid" vote

RESOLVED, the above proposal submitted by the Board of Directors was approved upon voting.

II. Release of non-competition restrictions on Directors

Proposed by the Board of Directors

Explanation:

1. According to Article 209 of the Company Act and Article 12 of the Meeting Rules of Order of the Board of Directors of Chunghwa Telecom Co., Ltd., a director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall submit to the Board of Directors for discussion and explain to the meeting of shareholders the essential contents of such an act and to obtain its approval.
2. One of the Company's directors concurrently acts as a supervisor or run business for another institution which has the same or similar lines of business with the Company. Hence it is proposed to the shareholders' meeting to release the non-competition restrictions on the director in accordance with the laws.
3. It is proposed to release the non-competition restrictions on Director Hsiu-Chuan Tsai when she assumes the position at the following institution:

	Position at the
Director	institution with	Same or similar lines of business of the
same or similar	Company
	lines of business
		Rental Business, Management and
		Consulting Service Business,
		Other Corporation Service Businesses,
Hsiu-Chuan Tsai	Supervisor,	Supply of Electronic Information Service
Central News	Businesses, Real Estate Rental Businesses,
(Director)
Agency	Television Program Production Business,
		Broadcasting and Television Program
		Launch Business, Broadcasting and
		Television Advertising Business

4. This proposal was approved by the 2nd meeting of the 10th Board of Directors on August 5, 2022 and is hereby submitted to Annual General Meeting for resolution.

Shareholder raised the comment: (account number: 41207)

Please explain this proposal.

Chairman and the relevant person designated by the Chairman responded:

Central News Agency is a public foundation. Director Hsiu-Chuan Tsai concurrently acts as its supervisor and will not involve in its operation, which makes no direct conflict in interest with the Company. In order to alleviate concern of shareholders, we still bring this case up to ask for the shareholder's consent.

Resolution:

Voting results: 5,317,504,677 "for" votes, representing 86.29% of the shares present at the time of voting; 89,393,791 "against" votes; 755,315,219 "abstain/non-vote" votes; 0 "invalid" vote

RESOLVED, the above proposal submitted by the Board of Directors was approved upon voting.

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