Chunghwa Telecom : Meeting Notice (92KB)

CHUNGHWA TELECOM CO., LTD. - Proof 5 22-Apr-22

CHUNGHWA TELECOM CO., LTD.

AGENDA

Matters for Ratification:

• 1. Ratification of 2021 business report and financial statements

• 2. Ratification of 2021 earnings distribution proposal

Matters for Discussion:

• 3. Amendments to the Articles of Incorporation

• 4. Amendments to the Procedures for Acquisition or Disposal of Assets

65.. EAmlecetniodnmoefntthsetoCtohmepOarndyin'sa1n0cethotfeSrmhadrierehcotlodresrs Meetings

Election:

The stockholder may withhold authority to vote for any or some candidate(s), by marking the exception(s) box and writing the number(s) of such candidate(s) on the space provided on the reverse. If the stockholder designates exception(s), the number of shares to be distributed to each of the remaining candidates must be indicated on the spaces provided on the reverse.

The stockholder can either (a) vote for all of the candidates, in which case the stockholder's total votes will be split and cast equally among the candidate(s); (b) withhold his vote for all of the candidates; or (c) vote only for some and not all of the candidates, in which case the stockholder's total votes will be distributed and cast as indicated by the stockholder in the numbered spaces provided on the reverse side hereof. If the stockholder does not indicate the number of shares to be distributed among the remaining candidates who are not named on the space for exceptions, then the stockholder's total votes shall be split and cast equally among the remaining candidates. The total number of votes which a stockholder may cast is equal to thirteen (13) times the number of ADRs held as of the Record Date.

The nominees for election as directors/independent directors are:

• 6 (1) Chi-Mau Sheih (Representative of MOTC)

• 6 (2) Shui-Yi Kuo (Representative of MOTC)

• 6 (3) Shin-Yi Chang (Representative of MOTC)

• 6 (4) Sin-Horng Chen (Representative of MOTC)

• 6 (5) Ching-Hwi Lee (Representative of MOTC)

• 6 (6) Hsiang-Ling Hu (Representative of MOTC)

• 6 (7) Shiu-Chuan Tsai (Representative of MOTC)

Other Matters:

• 6 (8) Shih-Hung Tseng (Representative of MOTC)

• 6 (9) Yu-Fen Lin (Independent Director)

• 6 (10) Chung-Chin Lu (Independent Director)

• 6 (11) Yi- Chin Tu (Independent Director)

• 6 (12) Chia-Chung Chen (Independent Director)

• 6 (13) Su-Ming Lin (Independent Director)

7. Release of non-competition restrictions on the Company's 10th term directors

• 7 (1) Chi-Mau Sheih (Director)

• 7 (2) Shui-Yi Kuo (Director)

• 7 (3) Shin-Yi Chang (Director)

• 7 (4) Sin-Horng Chen (Director)

• 7 (5) Yu-Fen Lin (Independent Director)

• 7 (6) Chia-Chung Chen (Independent Director)

• 7 (7) Su-Ming Lin (Independent Director)

Chunghwa Telecom Co., Ltd. JPMorgan Chase Bank, N.A., Depositary PO Box 64506, Saint Paul MN 55164-0506

JPMorgan Chase Bank, N.A. (the "Depositary") has received advice that the Annual General Shareholders' Meeting (the "Meeting") of Chunghwa Telecom Co., Ltd. (the "Company") will be held at Chunghwa Telecom Telecommunication Training Institute (No. 168, Minzu Road, Banchiao District, New Taipei City, Taiwan, R.O.C.), on Friday, May 27, 2022, at 9:00 a.m., for the purposes set forth above.

If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Common Shares represented by your ADRs FOR or AGAINST or to ABSTAIN from the Resolutions to be proposed, or any of them, as the case may be, at the Meeting, kindly execute and forward to the Depositary, the attached Voting Instruction Card. The enclosed postage paid envelope is provided for this purpose. This Voting Instruction Card should be executed in such manner as to show clearly whether you desire the Nominee or Nominees of the Depositary to vote FOR or AGAINST or to ABSTAIN from the Resolutions, or any of them, as the case may be. This Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 12:00 p.m., May 20, 2022. Only the registered holders of record at the close of business on March 25, 2022, will be entitled to execute the attached Voting Instruction Card.

If more than 51% of the ADSs are voted in one manner on Resolutions 1 to 5 and 7 only, the Depositary will give a proxy to the voting representative to vote 100% in that manner. If we do not receive 51% or more one way or the other on Resolutions 1 to 5 and 7 only, the Depositary will give a discretionary proxy to the voting representative to vote as he desires. If no voting instructions are received by the Depositary with regard to Resolution 6, then the Depositary shall deem such holder to have so instructed the Depositary to give a discretionary proxy to the Company's voting representative to vote as he desires on Resolution 6 only.

The signatory, a holder of record as of the close of business on March 25, 2022, of ADRs representing Common Shares of the Company, hereby requests and authorizes the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote the underlying Common Shares of the Company, represented by ADRs, registered in the name of the signatory at the Meeting, or at any adjournment thereof.

These instructions, when properly signed and dated, will be voted in the manner directed herein.

Additionally, the annual report and 2022 proxy related information for Chunghwa Telecom Co., Ltd.'s upcoming Annual General Shareholders' Meeting is available for viewing on the internet athttps://www.cht.com.tw/ir.

NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card MUST be returned before 12:00 p.m., May 20, 2022.

JPMorgan Chase Bank, N.A., Depositary

PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.