EDIMAX — AGM Information 2023

Jun 26, 2023

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Edimax Technology Co., Ltd. Notice of 2023 Annual Shareholders’ Meeting

(Summary Translation)

The 2023 Annual Shareholders’ Meeting of Edimax Technology Co., Ltd. will be convened at 9:00 am, Wednesday, June 14, 2023 at Edimax Headquarters (1F, No.278, Xinhu 1st Rd., Neihu Dist., Taipei City, Taiwan).

• I. The agenda for the Meeting is as follows:

1. Report Items:

• (1)2022 Business Report

• (2)Audit Committee’s Review Report

• (3) Report of 2022 Employees and Directors Compensation

• (4) Report of the issuance of securities in private placement

2. Proposal Items:

(1)Adoption of the 2022 Business Report and Financial Statements

• (2) Adoption of the Proposal for Distribution of 2022 Profits

3. Discussion Items:

• (1)Proposal for cash distribution from capital surplus

• (2)Proposal for a cash offering by private placement and issuance of new shares

4. Directors Election:

To elect eleven Directors (including four Independent Directors)

5. Other Proposal:

Releasing the Directors from non-competition Restrictions

6. Motions

• II. The company plans to distribute the following earnings for the year 2022: a cash dividend of NT$207,962,025 (NT$1 per share, with earnings distribution of NT$0.8 per share and capital surplus distribution of NT$0.2 per share). The ex-dividend date for this distribution will be determined by the chairman after approval by the shareholders' meeting.

• III. Please refer to the description regarding the Company's proposal for a cash offering by private placement and issuance of new shares.

• IV. If any matters of essential content of the Meeting are stipulated in Article 172 of Company Act, except itemized in the Meeting notice, shareholders can obtain the essential contents via

visiting the website of MOPS / Basic Information / Electronic Books / Annual Report and related information of Annual General Shareholders’ Meeting. (https://mops.twse.com.tw)

• V. The shareholders' meeting will elect eleven directors (including four independent directors). List of candidates which adopt nomination system: Director: Guan-Sheng Renn, Han-Shen Lee, Liang-Jung Pan, Ka Wah Investment Co., Ltd. Representative ： Yu-Chang Chiu , Ka Wah Investment Co., Ltd. Representative ： Jung-Lung Hung , Jiann-Shing Ding, Ching-Te Hou. Independent Directors：Chung-Ming Tsao, Jin-Sheng Luo, Yu-Liang Lin, Jian-Chao Zeng. (https://mops.twse.com.tw)

• VI. According to provisions of Company Act Article 209, the Company proposes to release the prohibition on new directors and their representatives from participation in competitive business. For more information on the present job of new directors, please refer to MOPS / Basic Information / Electronic Books / Annual Report and related information of Annual General Shareholders’ Meeting. (https://mops.twse.com.tw)

• VII. Pursuant to Article 165 of the Company Act, share transfer registration for the Company will be suspended from April 16, 2023 to June 14, 2023.

• VIII.Please find the Notice of Attendance and Proxy Form enclosed with this Meeting Notice. If you plan to attend the Meeting in person, please affix your signature or personal seal to the Sign-in Card and submit it for registration on the day of the Meeting. If you wish to appoint a proxy to attend the Meeting, please fill out the name and relevant information of the proxy, affix your signature or personal seal to the Proxy Form, and have the proxy affix his or her signature or personal seal to the Proxy Form. Such Proxy Form shall be delivered to the Company’s securities agent at the Register and Transfer Agency division of Capital Securities Corporation, at least five (5) days prior to the Meeting so that a sign-in card can be issued to the proxy.

• IX. If a proxy is solicited by the shareholder(s), the Company is required to compile details on the proxy solicitation parties and disclose such information on the Securities & Futures Institute (SFI) website (https://free.sfi.org.tw) no later than May 12, 2023. Shareholder(s) can obtain information on proxy solicitation firms from the "Free proxy disclosure & related information system" (https://free.sfi.org.tw), and search with Security Code: 3047.

• X. Shareholders may exercise their voting rights through the STOCKVOTE platform of Taiwan Depository & Clearing Corporation (https://www.stockvote.com.tw) during the period from May 13, 2023 to June 11, 2023.

• XI. The Transfer Agency Department of Capital Securities Corporation is the proxy tallying and

  • verification institution for the Meeting.

(This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.)

Sincerely,

Board of Directors Edimax Technology Co., Ltd.

The contents of the proposal for a cash offering by private placement and issuance of new shares are as follows:

1. For long-term strategic development and competitiveness enhancement, it is proposed to, in accordance with the requirements of Article 43-6 of the “Securities and Exchange Act” and the “Directions for Public Companies Conducting Private Placements of Securities”, with the total number of issued common shares to be no more than 50 million shares and depending on the capital market conditions, submit the proposal to the shareholders’ meeting for approval and to authorize the board of directors to, to issue common shares for capital injection in cash through private placement.

2. Related matters in accordance with the requirements of Article 43-6 of the “Securities and Exchange Act” and the “Directions for Public Companies Conducting Private Placements of Securities” are explained as follows:

   • (1) Basis and rationality of private placement pricing:

     • A. The reference price of private placement should not be lower than 80% of the higher price calculated based on the following two benchmarks before the price determination date.

       • (A) The simple average closing price of the common shares for either the 1,3 or 5 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.

       • (B) The simple average closing price of the common shares for the 30 business days before the price determination date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.

     • B. The actual price determination date and the actual private placement price will be determined by the board of directors pursuant to the scope of percentage adopted by the resolution of the shareholders meeting and according to the above pricing requirements and based on the market condition.

     • C. If the price per share of private ordinary shares is affected by market factors in the future, it may be necessary to issue a price lower than the par value. The determination of the price should be based on the pricing basis regulated by laws and regulations and reflect the market price. necessary and reasonable. If the private placement price of ordinary shares is lower than the face value of the shares and the company has accumulated losses due to the above-mentioned pricing method, it will be dealt with by means of capital reduction, surplus or capital reserve to make up for losses in the future depending on the company's operations and market conditions.

   • (2) The criteria and purpose to select specific parties:

     • The participants shall be the specific parties qualified for the rules in Article 43-6, Securities and Exchange Act and have to be strategic investors who can contribute benefits to the Company’s long term development and existing shareholders’ equities.

     • The Company currently has not arranged any specific parties. It is proposed to authorize the BOD to handle all the relevant matters in this regard.

   • (3) The necessity and expected benefits of subscribers as strategic investors: The Company proposed to engage with strategic investors through private placement to raise capital for the Company’s long-term operating plan and future business development. It is expected that the private placement will strengthen future competitiveness, improve financial structure, enrich working capital and have advantage on the Company’s long-term development., which also has positive influence on shareholders’ equity.

   • (4) Necessary reasons for private placement:

     • A. Reasons for not taking public offering:

       • The company evaluates the market conditions, the timeliness, feasibility, and issuance cost of raising capital. Compared with public offering, the non-free transfer of private equity securities within three years will ensure the long-term cooperative relationship between the company and strategic investors. Therefore, Public offering is not used, and private placement of ordinary shares is handled in accordance with the Securities and Exchange Law and other relevant regulations.

     • B. Amount limit of the private placement:

       • The total amount of common shares to be privately placed shall be no more than 50 million shares with par value of NT$10 and such amount shall be issued at once within one year from the resolution date of the shareholders’ meeting.

     • C. The use of the funds raised by installments and the anticipated benefits:

       • (A) Purpose of the funds:

         • The funds raised by installments in the private placement will be used to enrich working capital and for future development needs.

       • (B) Expected benefits:

         • In addition to expanding the Company’s future operational scale, effectively reducing operating risks, and ensuring financing efficiency, the implementation of this plan is expected to strengthen the Company’s competitiveness and enhance its operational efficiency, which will positively affect the Company’s operational stability and increase shareholder equity.

     • D. The company did not have any major changes in management rights in the year before the decision of the board of directors to handle the private placement, and it is expected that there will be no major changes in the management rights after the private placement to introduce strategic investors.

3. The rights and obligations of the newly issued shares are the same as the original issued shares. In addition, in accordance with the Securities and Exchange Act, the shares of the Company's private offering shall not be transferred within three years from the date of delivery, except under the conditions stipulated in Article 43-8 of the Securities and Exchange Act. After three years from the delivery date thereof, the Company proposes that

the Shareholders Meeting authorize the Board of Directors to apply to the Taiwan Stock Exchange Corporation based on the current situation for the issuance of a letter of approval on meeting the criteria for listing, and to make the subsequent filing with the competent authority for supplemental public issuance, as well as the application for listing transactions and related matters.

1. The content of private placement except for the percentage of private placement pricing, actual issued price and fundraising amount, including conditions for issuance, items of the plan, estimated schedule, estimated potential benefits, the investment agreement of negotiation, discussion, signing and modification and all other matters relating to the issuing plan are proposed to be authorized to the chairman to adjust, stipulate, and handle according to market conditions in the extraordinary shareholders meeting. It is also proposed to authorize the Board of Directors to handle the situations with full authority in case the amendment of the indication from the competent authorities or changes based on operation evaluation or needs from objective environment in the future.

2. It is proposed to the Meeting to authorize the Chairman to represent the Company to negotiate and sign any document and contract with regard to the private placement plan, also to represent the Company for matters regarding the plan.