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CyberPower AGM Information 2023

Jun 29, 2023

52355_rns_2023-06-29_e9a0ef75-a192-4bda-a492-5a4b5bf04da8.pdf

AGM Information

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(Stock Code: 3617)

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Cyber Power Systems Inc.

Meeting Notice of 2023 Annual General Meeting of Shareholders

  1. The 2023 Annual General Shareholders’ Meeting of Cyber Power Systems. will be convened at 12F (training room), No. 26, Jinzhuang Road, Taipei City. at 9:00 a.m. on June 13[rd] , 2023.The registration time for shareholders accepted this time is 8:30, and the registration place is the same as the meeting place. Main contents of the meeting: (1) Report Items: (I)The 2022 Business Report of the Company. (II) The 2022 Audit Committee Report. (III)The Report on the Status of the 2022 Distribution of Remunerations to Employees and Directors. (IV) The Report on the 2022 Earnings distribution. (V) The Report on the 2022 handling of private equity. (VI)The report on the amendments to the ‘’Ethical Corporate Management Best Practice Principles”. (2) Ratification Items: (I) Adoption of the 2022 Business Report and Financial Statements. (II) Adoption of the 2022 Earnings distribution. (3) Discussion Items(I) Increase Capital through Transferring Retained Earnings and Issuing of New Shares. (II) Amendments to the " Articles of Incorporation ". (III) The proposal to issue new shares for cash capital increase and domestic unsecured convertible corporate bonds by private placement. (4) Directors Election: Election of the 10th term directors. (5) Other Proposals: Permit of the new directors and their representatives engagement in competitive conduct. (6) Extemporary Motions.

  2. The major items of the proposal for distribution of 2022 profits has been resolved by the board of directors meeting are as follows: (1) Calculated on the basis of the 83,500,821 outstanding shares on the resolution date of the board of directors, a shareholder dividend of NT$459,254,515 will be distributed, including cash dividends of NT$417,504,105 and stock dividends of NT$41,750,410; cash dividends of NT$5 per share (The payment is rounded down to the units digit of the New Taiwan Dollars. The total dividend payment for odd lots of shares are included in the Company’s other revenue.), and a stock dividend of NT$0.5 is distributed per share, that is, 50 shares are distributed for every thousand shares for free. (2) If the distribution of surplus in the preceding paragraph is due to the execution of conversion rights by the creditors of the company's convertible corporate bonds, the exercise of employee stock options, or the transfer or cancellation of shares repurchased by the company, etc., resulting in changes in the number of outstanding shares, and changes in the dividend distribution ratio and allotment ratio of shareholders, it is proposed that It is proposed to the shareholders' meeting to authorize the board of directors to adjust it with full authority, and to set the ex-rights and ex-dividend base date, distribution date and other related matters.

  3. If the Company decides to hold a meeting under Article 172 of the Company Law, electronic files will be posted to the Market Observation Post System at https://emops.twse.com.tw. Please select "Shareholders' Meetings" under the "Electronic Books" tab, enter the year, and click "GO" to find the meeting files corresponding to Company code.

  4. "The proposal to issue new shares for cash capital increase and domestic unsecured convertible corporate bonds by private placement. " please refer to the fourth page for details.

  5. The shareholders' meeting elected 7 directors (including 3 independent directors), and the list of candidates for the candidate nomination system is director: Chih Yuan Investment Co., Ltd Representative: Kuo, Chin, Ning Yuan Investment Co., Ltd. Representative: Ho, Lien-Hsun, Hsien Yueh Investment Co., Ltd. Representative: Lee, Chien-Chin, Lu Lida; Independent Directors: Wang Chin Yen, Ou Yang Mang, Ko, Po Cheng. Investors who want to inquire about candidates’ academic experience and other relevant information, please go to the Public

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Information Observatory (URL: https://mops.twse.com.tw) Enter query information in "Announcement Query".

  1. The company is discussing the lifting of non-competition for directors. In accordance with Article 209 of the Company Law, it intends to submit to the general meeting of shareholders for approval to lift the restrictions of non-competition for newly-elected directors. The details are as follows:

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----- Start of picture text ----- Director Concurrent duties at other companiesRepresentative Representative of Legal Person Director, Director, Grown Tech Ltd.of Legal Person Broad Win Int’l Investment Co., Ltd Director, Shuoda Electronics(Shenzhen)Co.,director, Kuo, Representative of Legal Person Director, Ltd.Chin Cliquefie Co., Ltd. Director, Cyber Energy (Shenzhen) ,Inc.Director, Planet Technology Limited Director, Guangdong Cyber Energy Co., Ltd.Director, Join Master Co., Ltd Director, Cyber Power (Shenzhen)Co., Ltd.Director, Portal Star Co., Ltd. Director, Cyber Power Systems B.V.Director, Shining Pearl Co., Ltd. Director, Cyber Power Systems K.KDirector, Cyber Power Systems (HK) Limited Director, Cyber Power Systems (India) PvtDirector, Fast Wind International Limited Ltd.Director, Global Way Co., Ltd Director, Chih Yuan Investment Co., LtdDirector, Global Win Co., Ltd. Director, Da Yuan Investment Co., Ltd.Director, Full Star Co., Ltd. Director, Cyber Power SystemsManufacturing, Inc.Representative Director, Cyber Power Systems (USA), Inc. Director, Cyber Power Systems K.Kof Legal Person Director, Join Master Co., Ltd Director, Nitram S.A.SDirector, Director, Portal Star Co., Ltd. Director, CyberPower Systems GmbHHo, Lien Hsun Director, Shining Pearl Co., Ltd. Director, Cyber Power Systems S.A. DE C.V.Director, Fast Wind International Limited Director, Cyber Power Systems (India) PvtDirector, Global Way Co., Ltd Ltd.Director, Global Win Co., Ltd. Director, Wang Sheng Electronics (Shenzhen)Director, Full Star Co., Ltd. Co., Ltd.Director, Grown Tech Ltd. Director, Ningyuan Investment Co., Ltd.Director, Shuoda Electronics (Shenzhen)Co., Director, Dan Zhi Investment Co., Ltd.Ltd. Director, Jing De International Co., Ltd.Director, Cyber Energy (Shenzhen) ,Inc. Director, Cyber Energy Co., Ltd.Director, Cyber Power Systems B.V. Chairman, Cyber Power SystemsManufacturing, Inc.Legal Supervisor Representative, Liang GaoCo., Ltd.Representative Chairman, Hsien Yueh Investment Co., Ltd. .of Legal Person Director, Mao Fei Investment Co., Ltd.Director, Lee,Chien-ChinLu, Lee Da Director, YODN Lighting Corp. Director, Zhirong Co., Ltd.Director, JoiiUp Technology Inc.. Director, RDC Semiconductor Co., Ltd.Director, Apacer Technology Inc. Director, StanShih FoundationIndependent Director and Convener of the Independent Director and Convener of theKo, Po Cheng Remuneration and Audit Committees, Remuneration and Audit Committees,SOFIVA Genomics oToBrite----- End of picture text -----

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  1. Pursuant to Article 165 of the Company Act, the Company hereby closes the share transfer registration from April 15th, 2023 to June 13th, 2023.

  2. In addition to the announcement, a special letter has been received, and a copy of the attendance card and a power of attorney for the shareholders' meeting are attached herewith. If your shareholder attends in person, please fill in the second page of the attendance card and affix your seal or signature, and then go to the venue for registration on the day of the meeting, without sending it back. If you entrust an agent to attend, please fill in the second power of attorney and affix your seal or signature, and deliver it to the stock agency department of CAPITAL SECURITIES CORP. five days before the meeting.

  3. The company will compile a summary statement of the relevant information provided by shareholders through solicitation of the proxy and disclose the content in the website of Securities & Futures Institute (SFI) before May 12, 2023. Shareholders can navigate to SFI's web page (https://free.sfi.org.tw) to view relevant information.

  4. Shareholders may exercise his/her/its voting rights by way of electronic transmission during the period from May 13, 2023 to June 10, 2023. Please log in the “Stockvote” (https://www.stockvote.com.tw) of Taiwan Depository & Clearing Corporation (TDCC) and vote in.

  5. The Transfer Agency Department of CAPITAL SECURITIES CORP. is the proxy tallying and verification institution for this Annual meeting.

To Shareholders

Board of Directors Cyber Power Systems Inc.

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