Chailease — Proxy Solicitation & Information Statement 2026

Apr 24, 2026

中租控股
CHAILEASE HOLDING
Taiwan Stock Code: 5871

Chailease Holding Company Limited.

Notice for the Convention of the 2026 Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Chailease Holding Company Limited will be held on Tuesday, May 26 2026 at 9:00AM 2F, 399 Rueiguang Rd., Neihu District, Taipei (Liberty Square Convention Center).

I. MEETING AGENDA

(I) Matters to Report

1. 2025 Business Report.
2. Audit Committee’s Review Report.
3. To report the Distribution of Employees’ and Directors’ compensation of the year 2025.
4. To report the amendment of the “Ethical Corporate Management Best Practice Principles”, “Procedures for Ethical Management and Guidelines for Conduct” and “Ethical Conduct Best Practice Principles”.

(II) Matters for Adoption

1. To accept 2025 Business Report and Financial Statements
2. To approve the proposal for distribution of 2025 profits

(III) Matters for Discussion

1. Issuance of new shares via capitalization of retained earnings.
2. Amendment to the “Rules and Procedures of Shareholders’ Meeting”.
3. To consider and approve the Company's plan to raise long-term capital.
4. Amendment to the “Memorandum & Articles of Association”

(IV) Matters for Election

Directors Election for the 6th session of the Board

(V) Other Proposals

Proposal of releasing the Non-Competition Restrictions on Directors.

(VI) Questions and Motions

II. Regarding the major content of the annual shareholders’ meeting, please visit the Market Observation Post System http://mops.twse.com.tw and click "Electronic Books/Information Related to Stockholders’ Meeting.

III. The number of directors to be elected at this AGM is nine (9) (including four (4) independent directors).

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中租控股
CHAILEASE HOLDING

Taiwan Stock Code: 5871

The nominees for election as directors/independent directors are: (1) Mr. Andre J.L. Koo (Director; Authorized Representative of Chun An Investment Co., Ltd) (2) Mr. Fong-Long (Albert) Chen (Director; Authorized Representative of Chun An Investment Co., Ltd) (3) Ms. Hsiu-Tze Cheng (Director; Authorized Representative of Chun An Technology Co., Ltd) (4) Mr. Chih-Yang, Chen (Director; Authorized Representative of Chun An Technology Co., Ltd) (5) Li Cheng Investment Co., Ltd. (6) Mr. Casey K. Tung (Independent Director) (7) Mr. Hong-Tzer Yang (Independent Director). (8) Ms. Sofia (Shihyu) Lin (Independent Director) (9) Mr. Douglas Anthony Chu (Independent Director). For more information about the above candidates' education, work experience and other relevant information, please visit the Market Observation Post System (MOPS) (https://mops.twse.com.tw).

IV. The Company proposes the profit distribution of 2025 resolved by BOD as follows:

1. Cash dividend per common share of NT$5.8 totalling NT$9,926,242,733; Cash dividend per preferred Share A of NTD 4.179463 totalling NT$626,919,452.
2. Stock dividend per common share of NT$0.2 totalling NT$342,284,230.
3. After the proposal has been discussed and approved the shareholders' meeting, the Board of Directors is authorized to set the record date for distributing the cash dividend and stock dividend and handling other relevant distribution matters.

V. According to Article 209 of the Company Act, it is proposed to the shareholders' meeting to release the non-competition restrictions on the Company's 6th session for the directors and independent directors in accordance with the laws. The activities of other companies which have the same or similar lines of business as the Company of the directors, please refer to the details of releasing the Non-Competition Restrictions on Directors of the Company below:

Title	Name	Current Position(s) which is not belong to the Company and it's subsidiaries
Director	Mr. Andre J.L. Koo
(Authorized Representative of Chun An Investment Co., Ltd.)	1. Director of Chailease Capital (Thailand) Co., Ltd.
Director	Mr. Fong-Long (Albert) Chen
(Authorized Representative of Chun An Investment Co., Ltd.)	1. Director of Asia Sermkij Leasing Public Company Limited
2. Director of Bangkok Grand Pacific Lease Public Company Limited
3. Chairman of Chailease International Financial Leasing Corporation
4. Chairman of Chailease Finance International Corp.
5. Chairman of Chailease International Corp.
6. Chairman of Jirong Real Estate Co., Ltd.
7. Executive director of Chailease International Commercial Factoring Corporation

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中租控股
CHAILEASE HOLDING

Taiwan Stock Code: 5871

| | | 8. Executive director of Chailease Commercial Factoring Corporation.
9. Chairman of Tien Jen Energy Co., Ltd.
10. Chairman of Tien Sin Intelligent Green Energy Co., Ltd.
11. Chairman of Tien Jui Energy Co., Ltd.
12. Chairman of Tien Chu Energy Co., Ltd.
13. Chairman of Tien Ying Energy Co., Ltd.
14. Chairman of Annan Energy CO., LTD.
15. Director of CL Investment Partners Company Limited |
| --- | --- | --- |
| Director | Ms. Hsiu Tze Cheng
(Authorized representative of Chun An Technology Co., Ltd.) | 1. Chief Human Resource Officer of Chailease International Financial Leasing Corporation
2. Chairman of Chaico Biomedical Co., Ltd.
3. Chairman of JLK Biomedical (Thailand) Holding Co., Ltd.
4. Chairman of Chailease Royal Leasing Plc.
5. Chairman of Chailease Royal Finance Plc.
6. Chairman of Chailease Berjaya Finance Corporation
7. Chairman of Chaico Healthcare Malaysia Sdn. Bhd.
8. Chairman of Join Home HealthCare Co., Ltd. |
| Independent Director | Mr. Hong Tzer Yang | 1. Independent Director of PADAUK TECHNOLOGY Co., Ltd.
2. Independent Director of Nomination Committee, ChipMOS TECHNOLOGIES INC.
3. Director of Taiwan Power Company |

VI. Pursuant to Article 165 of the Company Act, the share register closed period is set from March 28, 2026 to May 26, 2026.

VII. In addition to the Market Observation Post System (MOPS), one copy each of the attendance card and proxy are attached herewith. If you are attending the meeting in person, please sign or stamp the "The second duplicate of the Attendance Card" (do not send it back) and bring it to the meeting venue on the day of the meeting. If you appoint a proxy to attend the meeting, please sign or stamp the second duplicate of the proxy, fill in the relevant information of the proxy and send it back with all duplicates folded. It should be delivered five days prior to the meeting to the Transfer Agency Department of Capital Securities Corporation, the Company's share agent. After the department has stamped the registration seal on the attendance card, it will be posted back to the shareholder or the proxy to keep it for the shareholders' meeting.

VIII. In case of a public solicitation of proxies for this Annual General Shareholders Meeting, the Company will provide relevant information on the website of Securities & Futures Institute (http://free.sfi.org.tw) on April 24, 2026. If a shareholder wishes to inquire about the detail of solicitation, please follow the instructions there.

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中租控股
CHAILEASE HOLDING
Taiwan Stock Code: 5871

IX. The Transfer Agency Department of Capital Securities Corporation will act as the party for counting and verifying proxies.

X. The shareholder of the AGM may exercise their voting rights electronically for the period from April 25, 2026 to May 23, 2026. Please visit the website (https://www.stockvote.com.tw) of Taiwan Depository & Clearing Corporation (TDCC) and follow the instructions to vote.

XI. The Class A Preferred Shareholders shall have no voting right in a general meeting, unless in a separate meeting of Preferred shares or any modification or alteration resolutions is prejudicial to the preferential right of Preferred shares. Therefore, the Class A Preferred Shareholders shall have no voting right on the resolutions in this Annual general meeting.

Sincerely,

The Board of Challenge Holding Company Limited.

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