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CLEVO CO. Proxy Solicitation & Information Statement 2024

Jun 5, 2024

52030_rns_2024-06-05_7f841d55-69d2-460d-ac83-09bafa12824c.pdf

Proxy Solicitation & Information Statement

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Notice for Shareholders’ Meeting

  • I. The 2024 General Shareholders’ Meeting shall be convened at 9am on May 31, 2024 at No. 555, Siyuan Road, Xinzhua District, New Taipei City for the following matters:

  • Management Presentation (1) Business report for 2023

  • (2) The Audit Committee’s Review Report on 2023 Financial Statements (3) Report on Distribution of Remunerations to Employees and Directors for 2023 (4) Report on Earnings Distribution via Cash Dividends for 2023 (5) Other Management Presentation.

    1. Acknowledgement items (1) Acknowledgement of 2023 Business Report and Financial Statements (2) Acknowledgement of Earnings Distribution for 2023
  • Election matters Election of directors (including independent directors)

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

  • Extemporary Motion

  • II. The Board of Directors decided to distribute earnings for a total of NT$979,620,800 in cash dividends or NT$1.6 per share for 2023.

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

  • List of nominated candidates (directors: Hsu, Kun-Tai; Tsai, Ming-Hsien; Lu, JinZong; Chien,Yih-Long) (independent directors: Chou, Po-Chiao; Wu, Pei-Ling; Yang, Shu-Huan )

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

IV. 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.

V. 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.

VI. If a shareholder would like to solicit proxy forms, the Company will summarize all the solicitations on April 30, 2024 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.

VII. Shareholders may exercise voting rights electronically from May 1, 2024 to May 28, 2024. Please log into Taiwan Depository & Clearing Corporation’s Shareholder e-Voting Platform at https://stockservices.tdcc.com.tw by following the instruction.

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

  • IX. If a new account holder plans to submit a shareholder seal card, can download the seal card from the CTBC Bank’s Transfer Agency Department website."

  • X. Please kindly observe the above instructions.

To

Shareholders

CLEVO CO.’s Board of Directors

CLEVO CO.’s Summary of Proxy Solicitations for 2024 General Shareholders’ Meeting Date of General Shareholders’ Meeting: May 31, 2024

Solicitor Authorizing
shareholder
List of director
(including
independent director)
candidates to-be-
supported
Business philosophy
of to-be-supported
director (including
independent director)
candidates
Venue for proxy
solicitations or name of
the solicitor
Department of
Stock Transfer
Services, Grand
Fortune Securities
Co., Ltd
(Grand Fortune
Securities)
1. Hsu, Kun-Tai
2. HUA TAI
Investment
Corporation
1. Hsu, Kun-Tai
2. Tsai, Ming-Hsien
3. Lu, Jin-Zong
4. Chien, Yih-Long
5. Chou, Po-Chiao
(independent director)
6. Wu, Pei-Ling
(independent director)
7. Yang, Shu-Huan
(independent director)
I.
Continuously innovate
and enhance
competitiveness in
ESG management.
II.
Honesty & integrity,
focus on the core
business to create
maximum value for
shareholders
Department of Stock
Transfer Services,
Grand Fortune
Securities Co., Ltd
Address: 6F, No. 6,
Section 1, Zhongxiao
West Road, Taipei City
(100)
Tel: (02)2371-1658
[The number of shares
solicited is limited to
1,000 shares or more]

Note: The above information is a summary. Shareholders who need to inquire about detailed information should refer to the announcement dates listed in this meeting notice or visit the Securities and Futures Institute website at https://free.sfi.org.tw for further details.