AzureWave — AGM Information 2021

Jul 23, 2021

AzureWave Technologies, Inc.

2021 Annual General Shareholders’ Meeting

Meeting Notice

(Summary Translation)

Subject：2021 Annual General Shareholders’ Meeting of AzureWave Technologies, Inc. (“the Meeting”) to be convened in accordance with the Company Law, Securities and Exchange Law and the resolution of the Company’s Board Meeting on March 23, 2021 and May 6, 2021.

Announcement：

1. Meeting Time：9:00 a.m., Wednesday , June 16, 2021

2. Meeting Venue ： No. 205, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City

3. Meeting Agenda ：

4. I. Management presentations

   • (1) 2020 Business Report

   • (2) Audit Committee’s Review Report on the 2020 Financial Statements

5. II. Proposals

   • (1) Adoption of the 2020 Business report and Financial Statements

   • (2) Adoption of the Proposal for Distribution of 2020 Earnings

6. III. Discussion Items

   • (1) Amendment to Procedures for Election of Directors and Supervisors

   • (2) Adoption of the Issuance of Employee Restricted Stocks Awards

7. IV. Elections

The 7[th ] Election of Directors

• V. Other Matters

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

VI. Questions and Motions

1. Details of Employee Restricted Stocks Awards Issuance proposed are attached as Appendix.

2. In accordance with the related laws and regulations, the Company shall elect 7 directors (including 3 independent directors) at its 2021 Annual General Shareholder’s Meeting. Pursuant to the Articles of incorporation of AzureWave Technologies, Inc., The election shall adopt the candidate nomination system.

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The list of the nominated candidates is as follows：

4 director candidates ：

Pegatron Corporation. Rep.：Jason Cheng, Pegatron Corporation. Rep.：Te-Tzu Yao, Pegatron Corporation. Rep.：Ted Lee, Advantech Corporate Investment. Rep.：Alan Lin

3 independent director candidates ：

Dennis Chang, David Chou, Tony Chen

For the related information of nominated candidates, please refer to the Meeting Agenda on M.O.P.S. (http://mops.twse.com.tw)

1. Pursuant to Article 209 of the Company Act, if a director engaging, either for himself or on behalf of another person, in activities that are within the scope of the company’s business, shall secure the approval from the shareholders meeting without causing any harm to the company, it is hereby proposed to release the prohibition on newly-elected directors and their corporate representatives, who participate in the operations of another company that engages in the same or similar business scope as the Company, from participation in the competitive business.

2. Meeting notice and proxy will be sent to shareholders thirty (30) days prior to the date of the Meeting. Any shareholder who does not receive the meeting notice may contact the Transfer Agency Department of Yuanta Securities Co. LTD. directly.

3. Shareholders may exercise their voting rights through STOCKVOTE platform of Taiwan Depository & Clearing Corporation (http://www.stockvote.com.tw) during the period from May 15, 2021 to June 13, 2021.

4. For further information, please log on to our corporate website at www.azurewave.com.

Board of Directors

AzureWave Technologies, Inc.

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Appendix

Details of Employee Restricted Stocks Awards(“RSAs”) Issuance proposed as follows ：

1. Total amounts(shares) of issuance: 3,000,000 shares. The Company shall ore-file to the authority in one or several times starting one year from the shareholders’ meeting resolving the issuance and may fulfill the issuance in one or several times based on its need within one year from the date the authority’s approval letter arriving the Company. The chairman is authorized by the board to enact the actual issuance date.

2. Issuance terms and conditions ：

3. A. Issuance price ： Free

4. B. Condition for exercise of RSAs ：

   • (1). Upon the first anniversary of receiving RSAs, employees can exercise 20% of RSAs, provided the employees fulfill the requirements specified in the annual appraisal of that year and have not violated any statutory laws and/or any of the following internal policies and regulations such as employment contract, none disclosure agreement, company code of conduct, behavior of business ethic and conduct.

   • (2). Upon the second anniversary of receiving RSAs, employees can exercise 40% of RSAs, provided the employees fulfill the requirements specified in the annual appraisal of that year and have not violated any statutory laws and/or any of the following internal policies and regulations such as employment contract, none disclosure agreement, company code of conduct, behavior of business ethic and conduct.

   • (3). Upon the third anniversary of receiving RSAs, employees can exercise the remaining 40% of RSAs, provided the employees fulfill the requirements specified in the annual appraisal of that year and have not violated any statutory laws and/or any of the following internal policies and regulations such as employment contract, none disclosure agreement, company code of conduct, behavior of business ethic and conduct.

5. C. Issuance items ： Common shares

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D. Non-compliance of the conditions ：

The Company will buy back and cancel all the shares granted to, in accordance with the RSAs plan, the employees who do not meet the vested conditions.

3. Eligibility and stocks awarded：

• (1). The eligible employees are limited to full-time employees on the RSAs granted date. List of eligible employees with awarded shares will be determined based on the years of service, job grades, work performance and contribution, honorable achievements and other necessary factors. The list will be proposed by the chairman and sent to the Board of Directors for approval. However, for employees who are managerial officers or the board members, the award of such shares is subject to approval from the Compensation Committee.

• (2). Number of RSAs plus number of employee stock options issued under Article 56-1 of “Regulations Governing the Offering and Issuance of Securities by Securities issuers” to each employee shall not exceed 0.3% of the Company’s total issued shares. Moreover, accumulative number of RSAs plus accumulative number of employee stock options issued under Article 56 and Article 56-1 of “Regulations Governing the Offering and Issuance of Securities by Securities issuers” to each employee shall not exceed 1% of the Company’s total issued shares.

• Purpose of issuing RSAs

• To attract, retain and inspire outstanding employees, and raise the sense of belongings to the Company.

• Potential expense and impact to dilution of earnings per share (EPS) and other factors that may affect shareholder’s equity：

• (1). The expenses, calculated by using Monthly Closing Average Price of NT$30.21 at April 2021. In accordance with the conditions for exercising restricted stocks set third in the preceding paragraph, the expensed amount is estimated at NT$90,630 thousands, respectively.

• (2). Potential dilution of EPS based on the existing outstanding ordinary shares of 150,441,808 shares now, is estimated between NT$0.009 to NT$0.261 respectively. Since the potential impact to EPS is limited, we do not expect any material impact to shareholders’ equity.

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