Cenra Inc. — Proxy Solicitation & Information Statement 2026

Apr 24, 2026

Cenra Inc.

Notice of the 2026 Regular Shareholders' Meeting

(Summary Translation)

Cenra Inc. (hereinafter referred to as the “Company”) will hold the 2026 Regular Shareholders’ Meeting at 9:00 a.m. on May 26, 2026 (Tuesday), at 4F., No. 2, Xuzhou Rd., Zhongzheng Dist., Taipei City (Room 401, NTUH International Convention Center). Shareholders shall begin to register for this meeting at 8:30 a.m. at the venue of the meeting.

I. Meeting agenda:

(I) Reports:

1. 2025 Business report.
2. Audit committee’s review report on the 2025 financial results.
3. To report 2025 employees’ compensation and directors’ profit sharing bonus.
4. Report on the buyback of treasury stock.
5. Report on progress in privately placed securities.
6. Other reports.

(II) Proposals:

1. For the Business Report, Individual Financial Statement and Consolidated Financial Statement for 2025.
2. 2025 profit distribution and dividend distribution.

(III) Discussions:

1. Intended Private Placement for Issuance of Common Stock Shares or Domestic Convertible Corporate Bonds (Including Secured or Unsecured Convertible Corporate Bonds).
2. Issuance of restricted employee stock options in 2026.

(IV) Questions and Motions

II. The 2025 dividend distribution plan has been drafted up by the board of directors with the contents illustrated as follows:

• Proposed cash dividend: NT$1/share (i.e. NT$1 per share from profit distribution).

III. Please refer to Attachments (1) for the Company’s private placement of common stock or issuance of domestic convertible corporate bonds (including secured or unsecured convertible corporate bonds) in detail.

IV. Please refer to Attachment (2) for the Company’s issuance of restricted stock in detail.

V. The period from March 28, 2026 to May 26, 2026 is scheduled as the book closure date in pursuant to Article 165 of the Company Act.

VI. Please find your attendance sign-in card and proxy enclosed. If you decide to attend the meeting in person, please sign or stamp the “Attendance Sign-in Card” and bring it with you to the meeting place to register. If you entrust an agent to attend the meeting, please sign or stamp the proxy and fill in the name, ID number, address and signature of the agent. The proxy should be sent (mailed) to the Company’s stock agency, Fubon Securities Co., Ltd. Stock Agency Department (11F., No. 17, Xuchang St., Zhongzheng Dist., Taipei City) at least five (5) days before the meeting to complete the relevant procedures for proxy attendance.

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VII. If there is a public solicitation of proxies for this shareholders' meeting, the Company will have it announced on the website of the Securities and Futures Institute before April 24, 2026 in accordance with regulations. The investors who wish to inquire can directly log into the website at https://free.sfi.org.tw of the Securities and Futures Institute and then enter the query criteria on the "Proxy Announcement Information Free Inquiry" page. (Stock Code: 3716)

VIII. Pursuant to Article 26-2 of the Securities and Exchange Act: "A company that has issued stock under this Act, when giving a shareholder's meeting notice to shareholders who own less than 1,000 shares of registered stock, may do so in the form of a public announcement, at least 30 days prior to the meeting."

IX. Shareholders may exercise their voting rights electronically at this shareholders' meeting. The exercise period is from April 25, 2026 to May 23, 2026. Shareholders must log in to the "Shareholder e-Service" of the Taiwan Depository and Clearing Corporation (website: https://stockservices.tdcc.com.tw) with their CA certificate (any of, citizen certificate, securities firm online order certificate, online banking certificate, corporate certificate, securities and futures certificate, and government certificate) and vote according to the relevant instructions. The voting rights exercised electronically in accordance with the provisions of the Company Act shall be deemed as the voters present in person at the shareholders' meeting. In a shareholder exercises his or her voting rights in electrically and issues a proxy form to authorize an agent to attend the shareholders' meeting, exercise of the voting rights by the authorized agent shall prevail.

X. If there are any matters that need to be explained in accordance with Article 172 of the Company Act in the agenda of this shareholders' meeting, please go to the Market Observation Post System (URL: https://mops.twse.com.tw/mops/#/web/home)/Single Company/Electronic Document Download/Annual Report and Shareholders' Meeting Related Information/Annual Report and Shareholders' Meeting Related Information (including Depository Receipt Information) and enter "Company Code and Year" to query the shareholders' meeting related information.

XI. Please refer to the fifth copy for details on how to collect the shareholders' meeting souvenir (Green Antibacterial Hand Mousse).

Sincerely, The Board of Directors of Centra Inc.

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Appendix 1

Cenra Inc.

Information on Intended Private Placement for Issuance of Common Stock Shares or Domestic Convertible Corporate Bonds (Including Secured or Unsecured Convertible Corporate Bonds):

I. To enrich the operating capital, pay off debts borne by the Company, or for other demands for funds to support future developments of the Company, the Company intends to introduce strategic funds raised by investors through private placement reflective of the market situation and the needs of the Company for issuance either common stock shares or domestic convertible corporate bonds (including secured or unsecured convertible corporate bonds) or common stock shares in combination with domestic convertible corporate bonds separately or concurrently. The actual number of shares to be issued or convertible is to be decided by the Board of Directors as authorized through the shareholders' meeting depending on the situation on the capital market and may not exceed 20% (that is, 29,953,122 shares) of the total number of outstanding shares.

II. Clarifications are provided below as required by Article 43-6 Paragraph 6 of the Securities and Exchange Act:

(I) Basis for and legitimacy of pricing:

1. The price per share of private placement common stock may not be below 80% of the reference price. The reference price is the higher of those calculated according to the two criteria below:

(1) The price obtained with the simple arithmetic mean of the closing prices of the one, three, or five business days prior to the pricing date from which the free allotment ex-right and cash dividend subtracted and capital decrease reverse ex-right added back up.

(2) The price obtained with the simple arithmetic mean of the closing prices of the thirty business days prior to the pricing date from which the free allotment ex-right and cash dividend subtracted and capital decrease reverse ex-right added back up.

1. Private convertible corporate bonds:

(1) Denomination: NTD100,000 or its multiples.

(2) Issuance period: not more than seven years from the issuance date.

(3) Coupon interest rate: tentatively set at 0% annual interest rate.

(4) The issue price of private placement convertible corporate bonds may not be below 80% of the theoretical price. The theoretical price will be determined with the valuation model selected that covers and takes into consideration at the same time various rights included in the issuance criteria. The conversion price was determined by calculating the simple arithmetic average of the closing price of the common stock for one, three or five business days prior to the price determination date, less the ex-rights and dividends of stock dividends, and adding back the anti-ex-rights of the capital reduction, or the simple arithmetic average of the closing price of the common stock for 30 business days prior to the price determination date, less the ex-rights and dividends of stock dividends, and adding back the anti-ex-rights of the capital reduction. It shall be the higher of the two calculations and the price shall not be less than 80% of the reference price.

1. Within the scope while the price on the substantial pricing date and substantial private placement price (including the conversion price of the private placement convertible corporate bonds) are not below the range as resolved in the shareholders' meeting, it is proposed that the shareholders' meeting should authorize the Board of Directors to solicit

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specific people as the market update may justify. The private placement price (including the conversion price of private placement convertible corporate bonds) is determined according to the laws and regulations set by the competent authority, with reference to the reference price or theoretical price mentioned above in addition to the "three-year transfer restriction" for private placement securities under the Securities and Exchange Act; as such, the price set shall be reasonable.

(II) Choice of specific persons: Specific persons are limited to strategic investors meeting the eligibility criteria specified under Article 43-6 Paragraph 1 of the Securities and Exchange Act, capable of helping the Company improve its technologies, quality, bring down the cost, boost efficiency, maximize market share, enhance corporate governance, and strengthen risk management, and approving the management philosophy of the Company. Approaching strategic investors meeting the foregoing criteria is meant to meet, required for, and expected to render benefits in terms of the Company's long-term development needs. It is intended to help the Company fulfill the foregoing benefits taking advantage of the experience, knowledge, technical background, distribution channels, or deployment of the said strategic investors. No specific persons have been approached by the Company so far. It is intended to authorize the Board of Directors through the shareholders' meeting to take care of approaching specific persons.

(III) Rationale for organizing private placements:

1. Why no public offering? In light of the situation on the capital market, time-efficiency, feasibility, and issue cost of capital raising, and the actual needs for introducing strategic investors, the requirement that private placement securities may not be transferred freely within three years helps ensure the long-term partnership between the Company and its strategic investors; as such, securities are issued not through public offering but through private placement.

2. Private placement limit: Not to exceed 29,953,122 common stock shares.

3. The purpose of using the funds acquired through private placement and the benefits anticipated therefrom: The Company will carry out the private placement task either once or in batches (not beyond three times in maximum) dependent upon the market update and the fact of the specific people. The funds so acquired through private placement either once or in batches are anticipated to be used to enrich the working capital, pay off the Company's debts or to satisfy other needs aiming at the Company's future development. Each private placement is expected to reinforce the competitive advantages of the Company, improve the operating efficacy, and strengthen the financial structure and hence helps with the shareholders' equity positively.

III. Major details of the current plan to issue common stock shares or domestic convertible corporate bonds (including secured or unsecured convertible corporate bonds) through private placement include the actual issue price, number of shares, issuance criteria, value of private placement, capital increase base date, action items, expected progress, and expected possible benefits, among others, as well as all the other matters and mechanisms concerning the issuance plan are intended to be placed at the discretion of the Board of Directors as authorized through the shareholders' meeting, too. The Board of Directors may adjust, define, and manage them reflective of the situation on the market and may also revise or change them as instructed by the competent authority or based on the operational evaluation or in response to the objective environment as needed.

IV. The rights and obligations associated with the current private placement common stock shares are identical to those of outstanding common stock shares of the Company. Applicable restrictions for securities in the current private placement shall be based on Article 43-8 of the Securities and Exchange Act and clarifying letters of applicable laws and regulations from the competent authority.

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V. To facilitate the current placement of securities, it is intended to authorize the Chairman or his/her designee through the shareholders’ meeting to negotiate, finalize, and enter into all contracts and documents concerning the current private placement and take care of all the matters required for the current private placement on behalf of the Company. For matters not specified above, the Chairman is authorized to handle them at his/her own discretion as required by law.

VI. Do the independent directors have any objections or reservations: No.

VII. Has there been any significant change in management control: No.

VIII. Regarding the Company's proposal for private placement of marketable securities, in accordance with Article 43-6 of the Securities and Exchange Act, the matters requiring explanation are detailed in the Company's information portal (https://mops.twse.com.tw/mops/#/web/t116sb01) and the Company's website (https://www.cenra.com/tw/company/page/informationdisclosure).

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Appendix 2

The Company reported to the shareholders' meeting in the previous year and approved the issuance regulations and related system design for restricted employee shares as part of its long-term incentive (LTI) mechanism. In response to the Company's strategic development and talent layout needs, it proposes to add new recipients of restricted employee shares this year. In accordance with the overall long-term incentive plan, the Company is submitting the total amount of restricted employee shares to be issued in 2026 for discussion and committee review. Except for the aforementioned differences, the system content, vesting conditions, restrictions on shareholders' rights before vesting, principles for handling resignation and retirement, and related management mechanisms will remain consistent with the regulations approved in the previous year. The Company now proposes to issue restricted employee shares, and the relevant details are as follows:

(I) Total issued shares: The estimated total number of shares to be issued is no more than 800,000 shares, at a par value of NTD 10 per share, for a total of NTD 8,000,000.

(II) Issue price: Bonus issue.

(III) Vesting conditions:

The basic vesting conditions are that the applicant must still be employed at the end of each vesting period and meet the performance requirements set by the company in the performance appraisal in the most recent year on each vesting date, and must not have violated any contracts and work rules signed with the company or its subsidiaries during each vesting period. Other vesting conditions are classified as long-term retention and long-term performance incentives.

1. Long-term retention incentives: To encourage key talents to stay for long-term, and the maximum shareholding percentage that can be obtained by meeting the annual retention requirements is: 33% after one year after the grant, 33% after two years, and 34% after three years.

2. Long-term performance incentives: To achieve the sustainable operation of the Company. The proportion of vested shares is calculated once every three years after the grant. The proportion of vested shares is calculated based on the achievement of the Company's operating performance indicators. The Company's operating performance indicators cover shareholders returns, operating performance, and strategic performance. The specific indicators and weights are as follows:

(1) The average ROIC in the three years prior to the vesting date is weighed 30%.

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(2) The average gross profit of the three years prior to the vesting date accounts for 25%.

(3) The average EBITDA in the three years prior to the vesting date is weighed 25%.

(4) The other 20% weight of strategic performance indicators may be designated by the chairman for the holding portion and by the Chief Executive Officer for each subsidiary portion. If no such designation is made, such weight shall be allocated in equal proportions to the first three indicators.

(5) Based on the achievement of the threshold and challenge values of the indicators, the proportion of the number of shares vested is as follows:

A. The operating performance indicator is less than the threshold value, and the vested share proportion is 0%.

B. The operating performance index is equal to the threshold value and the proportion of vested shares is 50%.

C. The operating performance indicator is equal to the challenge value, and the proportion of vested shares is 100%.

D. If the operating performance indicator is between the threshold value and the challenge value, the proportion of vested shares is calculated by interpolation.

E. The threshold and challenge values of the indicators are determined by the Chairman based on the operating strategy and are subject to approval by the Remuneration Committee.

(IV) Employees who do not meet the vesting conditions:

1. If an employee is not qualified for the vesting conditions set forth in Article 5, the Company will recall the shares without consideration and cancel the shares.

2. Resignation, retirement, layoff, discharge, and general death: New restricted employee stock options not yet vested shall be deemed not meeting the vesting conditions on the effective date of resignation or the date of death. The Company will recall the shares without consideration and cancel them.

3. Leave without pay: The rights and obligations of the restricted shares that have not yet been vested will not be affected; however, the actual shares that can be vested each year, in addition to the vesting conditions stipulated in Article 5, must be calculated based on the proportion of the actual number of months the employee worked in the year before the vesting date. If the employee is on leave without pay on the vesting date, it will be deemed that the vesting conditions have not been met and the Company will recall the shares without compensation and cancel them.

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1. For those who are unable to continue their employment due to physical disability or death caused by occupational disasters, the restricted new stocks that have not met the vesting conditions will be deemed to be vested immediately. The number of shares vested is calculated based on the threshold value of the set performance target. If the person is deceased, the heirs may apply to receive the shares they are to inherit after completing the necessary legal procedures and providing relevant supporting documents; the time of distribution shall be based on the company's notification and shall be handled in accordance with the relevant inheritance provisions of the Civil Code and the "Regulations Governing the Administration of Shareholder Services of Public Companies." However, the heir must cooperate with the relevant operating procedures for share collection within one year from the date of notification from the Company. Failure to cooperate before deadline will be deemed as the heir's refusal to accept the shares, and the company has the right to recall the shares without consideration and cancel them. For those who are unable to continue their employment due to physical disability caused by occupational disasters, the employees shall still receive the shares they are entitled to.

2. Transfer: In the event that the employee is transferred to a subsidiary, affiliate or other company, the restricted employee stock options not yet vested shall be handled in accordance with the procedures for "resignation." For employees who are assigned by the Company or its subsidiaries to work in subsidiaries, affiliates or other companies, the RSA new shares that have not yet been vested will not be affected by the transfer; however, they will still be subject to the vesting conditions of Article 5 and must continue to serve in the assigned subsidiaries, affiliates or other companies on the vesting date; otherwise, they will be deemed to have failed to meet the vesting conditions and the Company will recall their shares without consideration and cancel them. The chairman of the company will review the performance evaluation provided by the subsidiary, affiliate or other company to which the individual is transferred to determine whether the vesting conditions have been met.

3. After employees receive the RSAs, if they violate any contract or work rules signed with any subsidiary of the Company, the Company will recall their shares without consideration and cancel them.

(V) Employees' eligibility and the allotted shares:

1.(1) This plan is applicable to full-time managers of the Company or specific key personnel of the Company and its subsidiaries who are still in their positions on the date of grant of the RSAs and have achieved certain performance. (Therefore, it is referred to as a "subsidiary company," which

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is determined according to Articles 369-2, 369-3, 369-9 Paragraph 2, and 369-11 of the Company Act.) They are qualified as specific key personnel who have a significant influence on the operating decisions, future core technology and strategic development of the Company or its subsidiaries.

(2) New managers or specific key personnel.

1. The number of shares allocated to qualified employees will be determined based on the Company's operating results, individual ranks, work performance, and other appropriate reference factors. The chairman will determine the allocation and submit it to the board for approval. However, if the appointee is a manager or a director who is also an employee, the approval of the Remuneration Committee is required first. If the appointee is not a director or manager, the approval of the Audit Committee is required first, in accordance with Article 14-5, Paragraph 1, Item 11 of the Securities and Exchange Act.

2. Number of shares to be allocated: According to Paragraph 1 of Article 56-1 of the "Regulations Governing the Offering and Issuance of Securities by Issuers," the aggregate number of shares that may be subscribed to by a single optionee upon exercise of the employee stock warrants granted by the Company, plus the aggregate number of new restricted employee shares acquired by the optionee, shall not exceed 0.3% of the total number of issued shares; provided that the aggregate number of shares that may be subscribed to by a single optionee upon exercise of the employee stock warrants granted by the issuer pursuant to Paragraph 1 of Article 56 shall not exceed 1% of the total number of issued shares.

(VI) Necessary reasons for issuing new restricted employee stock options:

In order to recruit, motivate and retain strategic key personnel of the Company, and strengthen the Company's operational performance and enhance shareholders' value to achieve the Company's goal of sustainable operation

(VII) Amounts that may be expensed: Calculated based on the Company's closing price of NTD33.5 on March 4, 2026, the maximum amount that may be expensed during the 36-month vesting period for the issuance of 800,000 restricted employee stock options is approximately NTD26,800 thousand. Based on the vesting conditions, it is estimated that the expense amounts in the first year (July–December 2026), the second year (2027), the third year (2028) and the fourth year (January–June 2029) are NTD6,700 thousand, NTD11,256 thousand, NTD6,700 thousand and NTD2,144 thousand, respectively.

(VIII) Dilution of the Company's earnings per share, and other matters affecting shareholders' equity:

Based on the Company's weighted average outstanding shares of 124,389,031

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shares as of March 4, 2026, it is tentatively estimated that the maximum possible reduction in the Company's earnings per share in the first year (July–December 2026), the second year (2027), the third year (2028), and the fourth year (January–June 2029) will be approximately NTD0.054, NTD0.09, NTD0.054 and NTD0.017, respectively. The dilution of the Company's earnings per share is rather limited, so there is no significant impact on shareholders' equity.

(IX) Restricted options before the vesting conditions are met:

1. The restricted new stocks for employees shall be immediately delivered to the trust for custody after issuance. Before meeting the vesting conditions, employees shall not request the trustee to return the restricted new stocks for any reason or in any way.

2. Employees may not sell, pledge, transfer, give as a gift, create a guarantee or otherwise dispose of the new employee restricted stock options during the vesting period.

3. Employees who are allocated new shares of restricted employee stock options in accordance with the measures shall not participate in or obtain the following related options before the vesting conditions are met, including but not limited to the right to receive dividends, bonuses and capital reserves, and cash capital increase warrants.

4. Before an employee meets the vesting conditions, the attendance, proposal, speech, voting rights and other matters related to shareholders' equity at the shareholders' meeting of the Company shall be entrusted to a trust/custodian institution to exercise on behalf of the employee.

5. During the vesting period, if the company reduces capital by cash, reduces capital to make up for losses, or other capital reductions not due to statutory capital reductions, the new shares with restricted employee options shall be canceled in proportion to the capital reduction. If it is a cash capital reduction, the cash returned must be placed in trust/custody and can only be delivered to employees after the vesting conditions are met; however, if the vesting conditions are not met, the company will take back the cash.

(X) Other important disclosures

1. The Measures are subject to the approval by more than half of the directors present at the board meeting attended by more than two-thirds of the board members, and shall be reported to the competent authority for approval before being implemented. The same applies if revisions are made before actual issuance. If the Measures need to be amended due to changes in laws and regulations and the requirements in the review by the competent authority, the chairman will be authorized to amend the Measures which will

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then be submitted to the board for ratification before being released.

1. During the period that the restricted new stocks are delivered to the trust/custodian, the Company is fully authorized to represent employees in engaging the trust/custodian institution in the negotiation, signing, amendment, extension, and termination of the trust contract, as well as in the delivery, use, and disposal of trust property.

2. Any outstanding issues not specified in the measures are to be handled in accordance with the relevant laws and regulations.