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ELAN — Proxy Solicitation & Information Statement 2026
May 20, 2026
52097_rns_2026-05-20_d8ec08fa-d5ae-49e0-9fe9-cfe8c4ba5cb8.pdf
Proxy Solicitation & Information Statement
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ELAN MICROELECTRONICS CORP.
2026 Annual General Shareholders’ Meeting Notice
- The 2026 Annual Shareholders’ Meeting (the “Meeting”) of ELAN MICROELECTRONICS CORP. (the “Company”) will be convened at ELAN’s meeting room (located at 1F, No. 12, Innovation 1st Rd., Hsinchu Science Park, Hsinchu, Taiwan) at 9:00 a.m. on May 27, Wednesday, 2026. The registration for attendance will commence at 8:30 a.m. and the location of registration for attendance is the same as meeting venue. Type of meeting to be held: physical shareholders’ meeting
The agenda for the meeting is as follows:
I. Report Items
(1) 2025 Business Report
(2) The Audit Committee Reviewed Report on the Financial Statements for the Fiscal Year 2025.
(3) Report on the Profit Distribution for the Fiscal Year 2025.
(4) Report on the Distribution of Employees’ Compensation and Directors’ Remuneration for the Fiscal Year 2025
(5) Report on the Implementation of the Treasury Stock Buyback
II. Acknowledgements
(1) Acknowledgement of the 2025 Business Report and Financial Statements
III. Discussion items
(1) Amendment to the “Rules of Procedure for Shareholders’ Meetings”
IV. Provisional motions
- The Company's profit distribution for the fiscal year of 2025 is summarized as follows:
| The Earnings Year To Which The Dividend Belongs | Board Resolution Date | Cash Dividends To Be Distributed To Shareholders | Remarks |
|---|---|---|---|
| Distribution of earnings of first half of 2025 | August 06, 2025 | NT$790,089,020 (Cash EPS) NT$ 2.64454800 | Dividends distributed on October 22, 2025 |
| Distribution of earnings of second half of 2025 | March 03, 2026 | NT$1,321,879,705 (Cash EPS) NT$4.42453300 | Dividends distributed on April 22, 2026 |
Note : If there is a need to revise the number of shares outstanding and payout ratio due to any changes in the Company's share capital, the board of directors authorize the Chairperson to handle the matter.
The cash dividend shall be calculated up to NT$1 according to the distribution ratio. The sum of the cash dividend less than dollar shall be deducted, and the total amount of the cash dividend less than dollar shall be recognized in the company's other income.
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In accordance with Article 172 of the Company Act, the matters to be discussed and their main contents shall be listed and explained in the reasons for convening a meeting. Please refer to the Taiwan Stock Exchange's Market Observation Post System (MOPS) for more information (website: https://mops.twse.com.tw).
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Pursuant to Article 165 of the Company Act, the shareholder register will be closed from March 29 to May 27, 2026.
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A letter has hereby been sent as notification, and a Notice about Holding a Regular Shareholders' Meeting and an Entrustment Letter are attached, in addition to publicizing it at the Public Information Observatory. Your presence is cordially requested. Please send the second line back if you plan to attend the meeting in person, or register at the conference hall in person on the day when the regular meeting is being held. Please fill in the Entrustment Letter on the fifth line by referring to the Instructions of the Entrustment Letter, fold it and send it back if you decide to entrust another to attend the meeting on your behalf. Furthermore, please send the proxy form to the Stock Agency Department of Taishin Securities Co., Ltd. at least 5 days prior to the day of the meeting.
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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 April 24, 2026. Shareholder(s) can obtain information on proxy
solicitation firms from SFI website, (Security Code : 2458).
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Shareholders may exercise their voting rights through the STOCKVOTE platform of Taiwan Depository & Clearing Corporation (https://stockservices.tdcc.com.tw) during the period from April 27 to May 24, 2026. Click on eVoting and follow the relevant instructions to vote.
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The Stock Agency Department of Taishin Securities Co., Ltd. is the proxy tallying and verification institution for this annual general meeting.
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These regulations should be abided and applied.
Sincerely,
Board of Directors
ELAN MICROELECTRONICS CORP.
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