Taiwan Cement Corporation (ISIN: TW0001101004)

2015

Annual General Meeting

Meeting Date: June 18, 2015

Spokesman: Edward Huang

contact: +886 2 2531 7099 # 20501

Investor Relations: Robert Chen contact: +886 2 2531 7099 #20570

www.taiwancement.com

ir@taiwancement.com

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Table of Contents

I. Letter to shareholders……………………………………………

3

II. Major Financial Highlights for the Year 2014…………………...

6

III. Meeting Agenda………………………………………………….

8

IV. Proposals for Acceptance and Approval……………………………. 9 (A) To accept 2014 business report and financial statements (B) The proposal for distribution of 2014 profits

V. Proposed Resolutions ……………………………………………….. 10 (A) To amend clauses of” Company Corporate Charter (Articles of Incorporation). (B) To amend clauses of “the Operational procedures for Acquisition and Disposal

of Assets” (C) To amend “the Operational Procedures for Loaning of Company Funds” (D) To amend “the Operational Procedures for Endorsements and Guarantees” (E) To amend “the Rules of Procedure for Directors and Supervisors Election” (F) The 22th Election of Directors (G) Proposal of Release the Prohibition on Directors from Participation in

Competitive Business

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I. Letter to Shareholders

Dear Shareholders,

As the shareholder of Taiwan Cement

Corporation, you are cordially invited to attend the

Annual General Meeting (AGM) which will be

held on June 18, 2015. The ROC Company Act

requires at least 50% quorum for holding the AGM.

Hence, your attendance or proxy submission is

vital to the AGM. We appreciate your timely

attendance and take this as a strong motivation for

us to optimize shareholders’ value.

Financial Results

There were still plenty of uncertainties in year 2014. Volatility of crude oil price impacted global

commodity and capital markets. Monetary policy of Euro Zone also influenced regional economic

development.

In such volatility, the management team continued to focus on accountability, teamwork and execution,

and made great accomplishments in the year 2014. Total consolidated sales revenue grew by 1.9% from

NT$116.1 billion in 2013 to NT$118.3 billion in 2014. Consolidated net income for the year 2014 amounted

to NT$16.6 billion, approximately 10% increase compared with NT$15.1 billion in 2013. Profit attributable

to stockholders' controlling interests was NT$ 10,829 million in year 2014 versus NT$ 10,027 million in

2013, approximately 8% growth on yearly basis. Hence, to take care of the best interests of the shareholders,

the BOD proposed dividend distribution of NT$ 2.49 per share, all in cash, to the AGM for approval.

Corporate Developments

Major developments of cement operating in the year 2014 summarized as below:

A. Sales:

Shipment volume in Taiwan and China were 6.3 and 47.7 million tons. (25.8% decrease and 4.8%

increase on yearly basis)

B. Profitability:

In China, due to demand and selling price recovery, profit contribution from China business increased

from NT$ 3,569 million in year 2013 to NT$ 4,807 million in year 2014.

In Power business, benefit from competitive coal procurement, profit contribution from the business

increased from NT$ 3,666 million in year 2013 to NT$ 3,704 million in year 2014.

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Outlook in year 2015

Look forward in year 2015，

A. China Market

� New environmental regulations will be applied from year 2015.

� New environmental regulations benefit big cement names who fully fulfill requirements.

� Descending new cement capacity on annual basis to improve demand/supply in China.

� Lower grade cement type will be cancelled from Dec/2015 to push up clinker demand by 10%+.

� Infrastructures (One Belt and One Road) would ease China overcapacity effectively to improve

consolidation.

B. Taiwan Domestic Market

� Year 2015 estimated GDP growth rate 3.8% vs 3.4% in year 2014 to push up property demand.

� Taiwan local demand would be about 12.5 million tons.

� Low interest rate will be maintained to support fixed assets investment.

� Energy (coal) cost would be in relative low level to support profitability.

C. Export Market

� Demand from emerging market would be strong.

� Supply would be slightly increased due to less local demand in Japan market.

� Selling price would be flat as year 2014.

D. Business Strategy

� Maximize synergy effects between existing and newly acquired capacity.

� More aggressively step into environmental business (ex. cooperative accessing for municipal

wastes) in China.

� Penetrate newly approached markets to increase competitiveness.

� Strengthen the role of continuous business process improvement.

� Fortify peers benchmarking to surpass competitors.

Year 2015 will be a fruitful year. Due to more and more consolidation and rationality in China cement

market, we believe China operation will be more positive.

Your supports in the resolution of the agenda are solicited. The proposed resolutions are translated into

English and attached hereto.

We sincerely invite your attendance or grant the proxy to your custodian bank or us to present at the

meeting and to exercise your right, if you couldn’t attend the shareholders’ meeting.

Thanks again for all your supports.

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II. Major Financial Highlights for the Year 2014

A. FY 2014 Financial Highlights

B. Solid Financial Structure

NT $M 2014 2013

Sales 118,326 116,099

COGS 93,453 93,276

Gross Profit 24,873 22,823

Operating Expense 5,015 5,047

Operating Income 19,858 17,776

Non-operating Income 1,341 828

Pre tax Income 21,199 18,604

tax 4,615 3,485

Net Income 16,584 15,119

Attribute to

Equity shareholder of the company 10,829 10,027

Minority Interest 5,755 5,092

EPS (NTD/share) 2.93 2.72

Comprehensive Income 19,810 21,241

Attribute to

Equity shareholder of the company 13,341 14,336

Minority Interest 6,469 6,905

46.6% 46.2% 41.5%32.2%

29.5%

42.5%37.7% 36.7% 33.5%

33.5%

0%

20%

40%

60%

80%

100%

2010 2011 2012 2013 2014Net Debt/Equity (consolidated) Debt/Asset (consolidated)

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C. Robust Sales Momentum in China in 2014

D. Consistent cash payout

(NTD/share)

2.432.33

2.09

2.722.93

2.0 1.9 1.9

2.32.49

40%

60%

80%

100%

0.5

1.0

1.5

2.0

2.5

3.0

3.5

2010 2011 2012 2013 2014 E

EPS cash dividend cash payout ratio

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III. Meeting Agenda

Date: June 18, 2015

Time：9:00 a.m.

Place：Cement Hall at Taiwan Cement Building 3F

(No.113 Chung-Shan North Road Sec.2, Taipei)

1. Chairman Remark

2. Report Items

(A) To report business and financial reports for the year 2014.

(B) Supervisors’ review report

3. Proposals for Acceptance and Approval

(A) To accept 2014 business report and financial statements

(B) To approve the proposal for distribution of 2014 profits

4. Proposed Resolutions for Discussion

(A) To amend clauses of” Company Corporate Charter (Articles of Incorporation).

(B) To amend clauses of “the Operational procedures for Acquisition and Disposal of Assets”

(C) To amend “ the Operational Procedures for Loaning of Company Funds”

(D) To amend “the Operational Procedures for Endorsements and Guarantees”

(E) To amend “the Rules of Procedure for Directors and Supervisors Election”

(F) The 22th Election of Directors

(G) Proposal of Release the Prohibition on Directors from Participation in Competitive Business

5. Special Motion

6. Meeting Adjourned

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IV. Proposals for Acceptance and Approval

A. To accept 2014 business report and financial statements

Explanatory Notes:

1. Taiwan Cement Corporation's 2014 Financial Statements, including Balance Sheet, Income Statement,

Statement of Changes in Shareholders' Equity, and Cash Flow Statement, were audited by independent

auditors, Deloitte & Touche.

2. Please accept the above-mentioned Business Report and Financial Statements.

B. To approve the proposal for distribution of 2014 profits

Explanatory Notes:

1. The proposed profit distribution was adopted at the meeting of Board of Directors on March 27, 2015.

2. Cash dividends to common shareholders amounts to NT$9,193,517,914 (NT$2.49 per share).

3. Employee profit sharing amounts to NT$58,612,166 in cash.

4. Board of Directors profit sharing amounts to NT$93,455,858 in cash.

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V. Proposed Resolutions

A. To amend clauses of ”Company Corporate Charter (Articles of Incorporation).

Explanatory Notes:

1. Audit Committee will replace the role of Supervisors. Based on that, to amend clauses of ”Company

Corporate Charter.

2. To amend the number of Board of Directors to 15 to 19 (independent directors included) from 15.

Resolution:

B. To amend clauses of “the Operational procedures for Acquisition and Disposal of Assets

Explanatory Notes:

1. Audit Committee will replace the role of Supervisors. To amend clauses of “the Operational procedures

for Acquisition and Disposal of Assets

Resolution:

C. To amend “ the Operational Procedures for Loaning of Company Funds”

Explanatory Notes:

1. Following the rule from Financial Supervisory Commission of the Executive Yuan. Audit Committee

will replace the role of Supervisors. To amend “ the Operational Procedures for Loaning of Company

Funds”

Resolution:

D. To amend “the Operational Procedures for Endorsements and Guarantees”

Explanatory Notes:

1. Audit Committee will replace the role of Supervisors. To amend “the Operational Procedures for

Endorsements and Guarantees”.

Resolution:

E. To amend “the Rules of Procedure for Directors and Supervisors Election”

Explanatory Notes:

1. Audit Committee will replace the role of Supervisors. To amend “the Rules of Procedure for Directors

and Supervisors Election”

2. The Rules of Procedure for Directors and Supervisors Election” will be renamed to “the Rules of

Procedure for Directors Election”

Resolution:

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F. The 22th Election of Directors and Supervisors.

Explanatory Notes:

1. The three-year term of 15 directors and 3 supervisors of the 21th Board will be end on June/20/2015.

Accordingly, the company proposes to duly elect new Board members at this year's Annual General

Meeting.

2. The Board election proposal has been approved by the 21th meeting of the Board of the company.

3. The shareholders meeting shall elect15 directors. (3 independent directors included). Their three-year

term will start from June/18/2015 and conclude on June/17/2018.

4. Personal information of the 15nominees.

(please see Appendix in page 12 to page 14)

Resolution:

G. Proposal of Release the Prohibition on Directors from Participation in Competitive Business

Explanatory Notes:

1. According to Company Law, Directors should state to annual general meeting regarding similar and

competitive business with the company and approved by AGM.

2. Propose to release the Prohibition on Directors from Participation in Competitive Business for the

issues mentioned.

Resolution:

Appendix:

Personal information of the 15nominees of Directors.

Item Title Shareholde

r No. Candidate Name Education Present Position

1 Director 20420700 Heng Qiang Investment Co., Ltd.

Representative：Koo Cheng-Yun

MBA, The Wharton School of University of Pennsylvania 1999 Fellow of Eisenhower Exchange Fellowships

CEO/Chairman, Taiwan Cement Corporation Chairman, China Synthetic Rubber Corporation Chairman,Taiwan Prosperity Chemical Corporation Chairman,Taiwan Transport & Storage Corporation Chairman,Kuan-Ho Construction & Development Corporation Director, CTCI Corporaiton Director, Chia Hsin Cement Corporation.

2 Director 20420701 Fu Pin Investment Co., Ltd.

Representative：Chang An- Ping

Master's Degree in Business Administration from New York University, U.S.A.

Director, Taiwan Cement Corporation Vice Chairman, Chia Hsin Cement Corporation Director,China Synthetic Rubber Corporation Director,Chia Hsin International Company Director, Chia Hsin R.M.C. Corporation Director, Taiwan Transport & Storage Corporation Independent Director, Synnex Technology International Corporation

3 Director 20055830 China Synthetic Rubber Corp.

Representative：Kenneth C.M. Lo M.A. in Finance,The University of Alabama

Director, Taiwan Cement Corporation Chairman, Industrial Bank of Taiwan Chairman,EverTrust Bank(U.S.A) Director, IBT II Venture Capital Co., Ltd Director, Boston Life Science Venture Corporaiton Independent Director, The Bank of East Asia,Ltd.,Hong Kong.

4 Director 20074832 Xin Hope Investment Co., Ltd.

Representative：Chang Yong TaiBei High School

Director, Taiwan Cement Corporation Chairman, Xin Hope Investment Co., Ltd.

5 Director 20115739 Falcon Investment Co., Ltd.

Representative：Wang Por-Yuan Ph. D., Carnegie-Mellon University

Director, Taiwan Cement Corporation Chairman, SerComm Corporation Director, Taiwan Prosperity Chemical Corporation Director, Prosperity Dielectrics Co.,Ltd. Independent Director, UPC Technology Corporation Supervisor of MediaTek Inc.

6 Director 20420700 Heng Qiang Investment Co., Ltd.

Representative：Yu Tzun-Yen

PMD 61, Harvard Business School and B.S. Electrical Engineering Department, National Taiwan University.

Director, Taiwan Cement Corporation Chairman, CTCI Corporation Director, Gintech Energy Corporation Director, Jing Ding Engineering & Construction Co., Ltd. Director, Utech Solar Co., Ltd. Director, Pan Asia Corporation Director, TSC Venture Capital Corporation Supervisor, China Steel Chemical Corporation.

7 Director 20083257 Chinatrust Investment Co., Ltd.

Representative：Jennifer Lin, Esq.

Bachelor of law degree from National Taiwan University and an LLM degree

Supervisor, Taiwan Cement Corporation Managing Partner, Managing Partner of Tsar & Tsai Law Firm

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Item Title Shareholde

r No. Candidate Name Education Present Position

from Harvard Law School Director, CHO Pharma Inc. Supervisor, Higher Education Evaluation & Accreditation Council of Taiwan Managing Director, International Federation Of Women Lawyers R.O.C. Vice President, Asia Patent Attorneys Association Managing director, National Taiwan University Law Foundation.

8 Director 20052240 Ching Yuan Investment Co., Ltd.

Representative：Chen Chien-Tong Master's Degree in Finance from Tan-Chiang University, Taiwan.

Director, Taiwan Cement Corporation Director, HSIN.KAO Gas Co., Ltd. Director, Ching Yuan Investment Co., Ltd..

9 Director 20042730 Shinkong Synthetic Fibers Corporation

Representative：Eric T. Wu S.J.D. from Harvard Law School.

Director, Taiwan Cement Corporation Chairman, Shinkong Synthetic Fibers Corporation Chairman, UBright Optronics Corp. Chairman , Shinkong MaterialsTechnology Co., Ltd. Chairman , TacBright Optronics Corporation.

10 Director 20011612

Goldsun Development & Construction Co., Ltd

Representative：Lin Ming-Sheng

J.D. From University of California, Hastings College of the Law

Director, Taiwan Cement Corporation Chairman, Goldsun Development & Construction Co., Ltd Chairman, TransAsia Airways Vice Chairman, Taiwan Secom Co. , Ltd..

11 Director 20391964 Sishan Investment Co., Ltd.

Representative：Lin Nan-Chou

Master's Degree in Business Administration from La Trobe University Melbourne Australia

Supervisor, Taiwan Cement Corporation Chairman, Sishan Investment Co., Ltd.

12 Director 20016949

Chia Hsin Cement Corp.

Representative ： Chang Kang

Lung,Jason

Master Degree in Management of Technology, Massachusetts Institute of Technology, Boston, U.S.A

Supervisor, Taiwan Cement Corporation Chairman, Chia Hsin Cement Corporation Chairman, Chia Hsin International Company Chairman, Chia Hsin Property Management and Development Company Director, Chia-Pei International Corporation Director, Shanghai Chia Hsin Gang Hui Co., Ltd. Director, Chia Huan Tung Cement Corporaiton Director, Shih Hsin Storage & Transporation Co., Ltd.

Item Title Shareholde

r No. Candidate Name Education Present Position

13 Independent Director

－ Arthur Yu-Cheng Chiao

Bachelor/Telecommunication Engineering National Chiao Tung University Master/Electronic Engineering University of Washington

Independent Director, Taiwan Cement Corporation Chairman&CEO, Winbond Electronics Corporation Chairman, Nuvoton Technology Corporation Vice Chairman, Walsin Lihwa Corporation Director, Walsin Technology Corporation

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Director, United Industrial Gases Company Director, Synnex Technology International Corporation Director, MiTAC Holdings Corporation

14 Independent Director

－ Edward Y.Way

Accounting Dept.of Soochow University MBA,University of Georgia

Independent Director, Taiwan Cement Corporation Chairman, YCSY Co., Ltd. Director, MITAC International Corporation Director, Wowprime Corporation Director, Vanguard International Semiconductor Corporation Independent Director, Synnex Technology International Corporation Independent Director, Apex Biotechnology Corporation Independent Director, Far Eastern Department Stores Co. Ltd Supervisor, Sercomm Corporation Supervisor, Chilisin Electronics Corporation Supervisor, Iron Force Industrial Co., Ltd

15 Independent Director

－ Victor Wang

BA in Accounting, Soochow University EMBA, National Taiwan University

Independent Director, Taiwan Cement Corporation Director, Chilisin Electronics Corporaiton Director,Yageo Corporation Director, Teapo Electronic Co., Ltd. Supervisor, DIVA Laboratories. Ltd.