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AGT AGM Information 2024

Jun 12, 2024

52080_rns_2024-06-12_ed03b33c-c558-4f3b-902b-a5e53fede12c.pdf

AGM Information

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Acer Gadget Inc.

Notice of General Shareholders’ Meeting 2024

TO OUR SHAREHOLDERS:

  • I. The 2024 General Shareholders’ Meeting (the “GSM”) of Acer Gadget Inc. (the “Company”) will be held on May 29, 2024 at 9:00 a.m. at 3F Meeting Room, No. 88, Sec. 1, Xintai 5[th] Rd., Xizhi Dist., New Taipei City. Shareholder attendance registration will begin at 8:30 a.m. at the same as the meeting place.

  • II. The Agenda of 2024 GSM is the following:

  • Report Items

    • (1) Business Report for the year 2023;

    • (2) Audit Committee’s Review Report;

    • (3) Report on Execution of Employees' Profit Sharing Bonus and Board Directors' Compensation for the year 2023;

  • Proposed Items for Ratification and Discussion

    • (1) Ratification Proposal of the Financial Statements and Business Report;

    • (2) Discussion Proposal of Profit & Loss Appropriation for the year 2023;

    • (3) Discussion of the Amendments to the Articles of Incorporation of the Company

  • Extemporary Motion

  • III. The Board of Directors proposed the Company’s earning distribution for 2023, whereby each common shareholder be entitled to receive a cash dividend of NTD1.65 per share.

  • IV. Besides those listed in the convening notice, if there are any main contents of this shareholders' meeting which stipulated in Article 172 of the Company Act or Article 26-1 of the Securities and Exchange Act, please visit MOPS at https://mops.twse.com.tw/Electronic Books/Shareholders' meetings/Meeting Handbook.

  • V. In accordance with Article 165 of Company Act, the registration of stock transferring to be suspended from March 31, 2024 to May 29, 2024.

  • VI. If any shareholder solicits the proxy for GSM, the Company may compile a summary statement of the Solicitor Solicitation Information and disclose it on the SFI’s website by April 26, 2024. If any investor wants to search such information, please visit https://free.sfi.org.tw for Proxy Announcement Related Information Free Research System and enter the query condition. Stock Affairs Department of Taishin Securities Co., Ltd. is the proxy tallying and verification institution for the GSM.

  • VII. The Attendance Card and the Proxy are enclosed. Shareholders who plan on attending the meeting in person, please sign or stamp on the Attendance Card

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and bring it to the meeting venue on the day of the GSM; and for who plan to attend the meeting by proxy, please fill in the form and sign or stamp on the Proxy and send it to the Stock Affairs Department of Taishin Securities Co. Ltd. at least five (5) days before the GSM.

  • VIII. The shareholder of GSM is entitled to exercise the voting right by the way of electronic transmission during the period from April 27, 2024 until May 26, 2024. Please visit https://stockservices.tdcc.com.tw, the eVoting platform of Taiwan Depository and Clearing Corporation (“TDCC”) and follow the instructions.

  • IX. For shareholders who attend the meeting, please prepare identity for verification.

  • X. Please be advised and act accordingly.

NOTE:

The 2024 GSM will be a hybrid shareholders’ meeting (physical shareholders’ meeting with assistance of video conferencing). Shareholders may participate online via the eMeeting Platform (https:// stockservices.tdcc.com.tw) provided by TDCC. Please read the relevant directions and operating instructions below.

Relevant information of the hybrid shareholders’ meeting:

  1. AGT’s 2024 GSM will be held as a hybrid one. Shareholders who plan to attend the meeting virtually must sign up for it and register such attendance on the TDCC eServices Platform between April 27, 2024 until May 26, 2024. The said process can be completed by scanning the QR Code above with mobile devices. Solicitors or proxy agents who intend to participate virtually should fill out a letter of intent for attendance and deliver to Stock Affairs Department of Taishin Securities Co. at B1, No. 96, Sec. 1, Jianguo N. Rd., Zhongshan Dist., Taipei City by 4:00 p.m., May 26, 2024 (3 days prior to the GSM). Online participants can start checking-in 30 minutes prior to the start of the GSM. Once shareholders complete the sign-in process, they are deemed as having attended in person.

  2. Shareholders who attend GSM virtually can exercise their voting rights between the commencement of the meeting and the end of the voting time announced by the chairperson. Shareholders who cast late-arriving ballots after the end of the voting time will be deemed to have waived their voting rights. Shareholders are allowed to text questions; for each proposal, questions are limited to two; for each question, words are limited to 200 characters. Please visit the TDCC website for more information on the operating instructions of the eServices Platform.

  3. Shareholders who have any questions about online participation, such as registration, check-ins, connection methods, and platform operating matters, please call the Stock Affairs Department of TDCC at 02-2719-5805#188. The Company will not be liable for any poor communications, broadcast lags, or any

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difficulties concerning watching a live stream, texting questions, and exercising voting rights if it is shareholders’ internet connection or equipment that causes the problems. Shareholders who have concerns about such issues are encouraged to use eVoting prior to the meeting or attend the meeting in person.

  1. If natural disasters, incidents, or other force majeure events hinder the operating of the eMeeting Platform or prevent shareholders from successfully attending the meeting virtually for over 30 minutes, the Company may postpone or reconvene the meeting at 11:00 a.m. on May 30, 2024 at 3F Meeting Room of the Oriental Science Park Building D (No. 88, Sec. 1, Xintai 5[th] Rd., Xizhi Dist., New Taipei City). The meeting notice will NOT be posted, and the Company will announce the material information on MOPS in the man time.

  2. Countermeasures for postponing or reconvening the meeting:

  3. (1) Shareholders who have not registered their online attendance at the affected meeting will not be allowed to attend the postponed or reconvened meeting.

  4. (2) In the event that the eMeeting Platform fails or shareholders have difficulty attending virtually for over 30 minutes due to natural disasters, incidents, or other force majeure events, the Company should check the total shares of shareholders that have attended. If the total number of shares represented at the shareholder meeting after deduction of the number of shares represented by shareholders attending virtually still reaches the legal quorum for convening of the shareholders' meeting, the affected meeting will continue in session. The shares of shareholders, solicitors, or proxy agents who attend virtually will be counted towards the total number of shares represented by the shareholders attending the meeting. In addition, shareholders, solicitors, or proxy agents who attend virtually will be deemed to abstain from voting on all proposals on meeting agenda of that shareholder meeting. Please contact the Company (02-2696-0296) if you encounter the said situation.

  5. (3) If encountering the said problems, the Chairperson may adjourn the meeting when the outcomes of all proposals have been announced and an extraordinary motion is not put forward.

  6. Matters not addressed herein shall be subject to Regulations Governing the Administration of Shareholder Services and other applicable regulations.

By Order of the Board of Directors Acer Gadget Inc.