CLEVO CO. — AGM Information 2021

Sep 2, 2021

During the COVID-19 pandemic

1. Shareholders are advised to use e-voting via www.stockvote.com.tw to exercise voting rights.

2. If shareholders would like to attend the shareholders’ meeting in person, please wear a mask throughout the process and accept temperature measurement. If a shareholder is not wearing a mask or is found running a fever at 37.5 degrees Celsius after two measurements on the forehead or at 38 degrees Celsius based on measurement in the ear, the shareholder in question shall be prohibited from entering the venue.

3. The Company will make the due announcement if the venue needs to be changed due to COVID-19.

Notice for Shareholders’ Meeting

• I. The 2021 General Shareholders’ Meeting shall be convened at 9am on June 17, 2021 at No. 129, Xingde Road, Sanchong District, New Taipei City for the following matters:

1. Management Presentation

• (1) Business report for 2020

• (2) Review report by Audit Committee on finalized statement for 2020

• (3) Report on Distribution of remunerations to employees and directors for 2020

• (4) Report on Earnings distribution via cash dividends for 2020

• (5) Other Management Presentation.

1. Recognition matters

• (1) Rectification of finalized statements for 2020

• (2) Rectification of earnings distribution for 2020

1. Discussions

• (1) Amendment of the Rules and Procedures of Shareholders' Meetings

• (2) Amendment of the Procedures for Election of Directors

1. Elections

   • Election of directors (including independent directors)

2. Other Motions

   • Removal of non-compete covenant on new directors and their representatives

3. Extemporary Motions

• II. The Board of Directors decided to distribute earnings for a total of

  - NT$373,357,800 in cash dividends or NT$0.6 per share for 2020. 
  

• III.

1. The number of directors and independent directors to be elected: four directors and three independent directors

2. List of nominated candidates (directors: Hsu, Kun-Tai; Tsai, Ming-Hsien; Lu, JinZong; Chien,Yih-Long) (independent directors: Chou, Po-Chiao; Chen,TsungMing; Lai, Ling-Ming)

3. The education background and work experience of candidates are available at the website https://mops.twse.com.tw.

4. Key content of the information required for disclosure according to Article 172 of the Company Act is available at the website https://mops.twse.com.tw.

5. An attendance notice and a proxy form are attached. If the shareholder decides to attend in person, please sign or seal with a stamp on the attendance notice (no need to post it back) and bring it to the shareholders’ meeting. If an agent is to be authorized to attend, please sign or seal with a stamp on the proxy form, provide the name and the address of the agent and send the proxy form to the Company’s external shareholders’ service provider, CTBC Bank’s Transfer Agency Department at least five days before the meeting, so that the sign-up card can be issued to the authorized agent.

6. If a shareholder would like to solicit proxy forms, the Company will summarize all the solicitations on May 17, 2021 and publish the list on the Securities & Futures Institute’s website at https://free.sfi.org.tw). The inquiry can be made simply by entering the keywords in the free inquiry system for proxy solicitations.

7. Shareholders may exercise voting rights electronically from May 18, 2021 to June 14, 2021. Please log into Taiwan Depository & Clearing Corporation’s Shareholder e-Voting Platform at https://www.stockvote.com.tw by following the instruction.

8. The organization responsible for calculating and certifying the proxy forms is CTBC Bank’s Transfer Agency Department.

9. Please kindly observe the above instructions.

To Shareholders

CLEVO CO.’s Board of Directors

CLEVO CO.’s Summary of Proxy Solicitations for 2021 General Shareholders’

Meeting

Date of General Shareholders’ Meeting: June 17, 2021

Solicitor	Authorizingshareholder	List of director (includingindependent director)candidates to-be-supported	Businessphilosophy of to-be-supporteddirector(includingindependentdirector)candidates	Venue for proxysolicitations or name ofthe solicitor
Department ofStock TransferServices, GrandFortune SecuritiesCo., Ltd(Grand FortuneSecurities)	1. Hsu, Kun-Tai2. Hua TaiInvestment	1. Hsu, Kun-Tai2. Tsai, Ming-Hsien3. Lu, Jin-Zong4. Chien,Yih-Long5. Chou, Po-Chiao(independent director)6. Chen,Tsung-Ming(independent director)7. Lai, Ling-Ming(independent director)	I.Continuedinnovation toenhance thecompetitivenessfor sustainabilityII.Honesty &integrity, focuson the corebusiness to createmaximum valuefor shareholders	Department of StockTransfer Services,Grand FortuneSecurities Co., LtdAddress: 6F, No. 6,Section 1, ZhongxiaoWest Road, Taipei City(100)Tel: (02)2371-1658[The number of sharessolicited is limited to1,000 shares or more]