1. The voting rights of a foreign institutional investor outside of Taiwan ["offshore foreign institutional investor"] holding shares in a public company in Taiwan may be exercised as follows:  Exercise electronically or by means of a written form in accordance with Article 177-1 of the Company Act;  Exercise through appointment of a company conforming to Article 3, paragraph 2 of the Regulations Governing Handling of Stock Affairs by Public Companies;  Exercise through appointment of a domestic agent or representative to exercise voting rights at the shareholder meeting;  Exercise through an appointment by the domestic agent or representative, as authorized by the offshore foreign institutional investor, of a party other than the domestic agent or representative to exercise voting rights at the shareholder meeting; 2. An offshore foreign institutional investor that appoints a company as indicated in point 2 of the preceding paragraph or a person as indicated in points 3 and 4 therein to exercise voting rights at a shareholder meeting shall in each case clearly indicate in the letter of appointment its instructions regarding the exercise of voting rights on each proposal. 3. An offshore foreign institutional investor may not give a proxy form issued by the public company to a proxy solicitor or proxy agent.