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ABILITY — Proxy Solicitation & Information Statement 2026
May 25, 2026
52039_rns_2026-05-25_ade0e8b6-6cdd-4fc7-a57e-e5a4bd3d34e0.pdf
Proxy Solicitation & Information Statement
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Ability Enterprise Company Limited
2026 Annual Shareholders' Meeting Notice
(Translation)
Subject
2026 Annual Shareholders' Meeting of Ability Enterprise Company Limited(The meeting) to be convened in accordance with the Company Act, Securities, and Exchange Law and the resolution of the meeting Board of Directors (BOD) on June 25, 2026.
Announcements
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Meeting time:
9:00 am on June 25, 2026 -
Meeting Venue: New Taipei City Exhibition Hall
2F, No.1, Wuquan 1st Rd., WuGu Dist., New Taipei City 248, Taiwan, R.O.C. -
Meeting Agenda:
I. Report:
(1) The Company's Business Report of 2025.
(2) The Audit Committee's Review Report of 2025 Financial Records.
(3) The report of the Company's 2025 Endorsement and Guarantee Records.
(4) The report of the distribution of employees' compensation and directors' remuneration for the year of 2025.
(5) Report on the Issuance of the Second Domestic Unsecured Convertible Corporate Bonds.
(6) Other reports.
II. Proposed Resolution:
(1) The proposal for the Company's 2025 Business Report & Financial Statement.
(2) The proposal of the Company's for Distribution of 2025 Protits.
III. Discussion:
(1) Proposal of issue new shares of Restricted Stock Awards.
(Please refer to the attachment 1 for details.)
(2) Discussion to approve the lifting of non-competition restrictions for directors of the Company.
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Dividend Distribution: The Company intends to distribute the dividend in the amount of NT$673,109,066 which is equaling NT$2 per share.
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According to the Art 172 of the "Company Act", all the contents shall be published in Market Observation Post System with a web of http://mops.twse.com.tw.
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If you decide to attend the meeting in person, please sign or seal the "Notice of Attendance" and bring it to the meeting on the day of the annual shareholders'
meeting; if you appoint a proxy to attend the meeting, please sign or seal the "Proxy Form", and personally fill in the name and address of the proxy, and send it to the Company's stock agent, Chinatrust Commercial Bank Agency Department, 5 days before the meeting. The attendance card will be sent to the proxy by mail
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If any shareholder requires the Proxy of the Meeting, the Company will compile a statement of the solicitation information on May 25, 2026, and disclose it on the website (https://free.sfi.org.tw) of the "Securities & Futures Institute" for the shareholders' convenience to check more details.
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The shareholders can also vote through the STOCKVOTE platform of the Taiwan Depository and Clearing Corporation (https://www.stockvote.com.tw) from May 26, 2026, to June 22, 2026.
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CTBC BANK STOCK AFFAIRS AGENCY DEPT will be the organization to verify and perform the statistics calculation of the Proxy in the Meeting.
Attachment 1
I. To attract and retain professional talents required by the Company, provide incentives to employees, and improve employees' cohesion in the hope of jointly creating the Company's and shareholders' benefits, the Company established the Regulations for the 2026 Issuance of Restricted Stock Awards according to the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers" published by the Financial Supervisory Commission (FSC) and other relevant requirements.
II. Terms of the restricted stock awards are as follows:
(I) Total issuance amount:
The total issuance amount of the RSAs is 2,000,000 shares with a par value of NT$10 per share, totaling NT$20,000,000.
(II) Conditions of RSAs:
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Issuance price: The issuance adopts the model of granting, and the issuance price is nil per share.
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Vesting conditions
After granting the RSAs, when the employees remain in service with their annual performance evaluation results complying with the required conditions and fulfilling the service rules without violating the working rules of the Company upon the timetable below starting from the base day of the capital increase, the ratio of shares meeting the vesting conditions is as follows:
(1) One year: 40% of the granted shares.
(2) Two years: 30% of the granted shares.
(3) Three years: 30% of the granted shares.
- Treatment when employees fail to meet the vesting conditions:
If employees fail to meet the vesting conditions, the granted but not yet vested hares shall be recovered by the Company free of charge and canceled.
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Type(s) of shares issued: New Common shares of the Company.
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Measures to be taken when employees fail to meet the vesting conditions or in the event of inheritance: following the processes prescribed by the issuing rules.
(III) Eligible employees and shares to grant:
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Eligibility for Restricted Stock Awards (RSA) is limited to full-time employees of the Company and its controlled or subsidiary companies who are actively employed on the Grant Date.
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The number of RSAs granted to employees will be approved by the Chairman and reported to the Audit Committee and the Board for resolution with reference to the job level, work performance (the performance evaluation results for one period among the two periods in the recent one years shall at least be B),
condition, and other factors, taking into account the operational requirements, business development, and strategies of the Company; however, for Directors who are concurrently managers or employees, it shall be proposed to the Remuneration Committee and the Board for approval.
(IV) Reasons for the issuance of restricted stocks:
To attract and retain professional talents required by the Company, provide incentives to employees, and improve employees' cohesion in the hope of jointly creating the Company's and shareholders' benefits.
(V) Possible amounts expensed, dilutive effects on the earnings per share of the Company, and effects on the rights and interests of other shareholders:
The Company shall measure the fair value of shares on the granting date and recognize relevant expenses in the respective years during the vesting period. Calculating based on the average closing price of NT$71.27 for the 30 business days before April 30, 2026 of the ordinary shares of the Company, the total possible amount expensed is approximately NT$98,979,000. Calculated based on the three years in the vesting period, the amount expensed allocated to each year is NT$65,285,000, NT$24,236,000, and NT$9,458,000, respectively, and the dilutive effects on the earnings per share are NT$0.19, NT$0.07, NT$0.03, respectively. Based on the overall evaluation, the dilutive effects on the earnings per share of the Company in the following years are limited, and there are no material effects on shareholders' rights and interests.
III. If the conditions of the RSAs are required to be amended or adjusted due to the instructions of the competent authority or the amendments to relevant laws and regulations, the Company intends to propose to the shareholders' meeting to authorize the Board or personnel it authorized to make disposal on all issued RSAs at its full discretion.