EXCELSIOR — Proxy Solicitation & Information Statement 2022

Jul 5, 2022

==> picture [149 x 20] intentionally omitted <==

Meeting Notice

1. The 2022 shareholders’ meeting will be convened at 9:00AM on June 21 (Tuesday), 2022 at 1F, No. 168, Minzu Rd., Banqiao Dist., New Taipei City, Taiwan (R.O.C.), will be held by means of physical shareholders meeting. (shareholder sign-in time: 8:30AM; sign-in location: same place as the meeting).

Major contents of the meeting:

• (1) Report Items:

  1. 2021 business report and 2022 business plan.

  2. Audit Committee’s review report on the 2021 financial statements.

  3. 2021 distribution report of employee compensation and director remuneration.

  4. 2021 distribution report of cash dividends.

  5. Report on the endorsement and guarantee status.

• (2) Proposal Items:

  1. Adoption of 2021 financial statements.

  2. Adoption of 2021 earnings distribution.

• (3) Discussion Items:

  1. Issuing new shares for capital increase by earnings recapitalization.

  2. Amending part of the articles of the Company's “Articles of Incorporation”.

  3. Amending part of the articles of the Company's “Procedures for Election of Directors”.

  4. Amending part of the articles of the Company's “Operational Procedures for Acquisition and Disposal of Assets”.

  5. Amending part of the articles of the Company's “Operational Procedures for

     • Endorsements and Guarantees”.

  6. Amending part of the articles of the Company's “Rules of Procedure for Shareholders’ Meetings”.

• (4) Election matters: Elect the 13th-term directors (including independent directors).

• (5) Other matters: Release the prohibition on directors from participation in competition businesses.

• (6) Other business and special motion.

• According to the resolution adopted by the Board of Directors for the Company’s 2021 dividend distribution:

• A. The cash dividend of NT$494,021,395, per share is proposed to be distributed NT$3.5. The authorized chairman will separately determine the ex-dividend base date and process related matters of cash dividend. In case of any change in the per-share cash dividend as a result of the fact that repurchase of the Company’s shares, the treasury stock is transferred or deleted, or carries out a cash capital increase, which further affects the number of the Company’s outstanding shares. The chairman shall be authorized to adjust the shareholder’s cash dividend rate according to the distribution amount adopted for this proposal and the number of the Company’s actual outstanding shares. Furthermore, the cash dividend shall be calculated to the nearest dollar and the decimal figures shall be rounded off. The amount rounded off from the current of cash dividend shall be listed as the Company’s other income.

• B. The Stock dividend of NT$70,574,490, per share is proposed to be distributed NT$0.50000003. It is proposed to authorize the Board of Directors to set the ex-rights date and ex-dividend base dates in the shareholders' meeting. In case of any change in the per-share stock dividend as a result of the fact that repurchase of the Company’s shares, the treasury stock is transferred or deleted, or carries out a cash capital increase, which further affects the number of the Company’s outstanding shares. The Board of Directors shall be authorized to adjust the shareholder’s stock dividend rate according to the distribution amount adopted for this proposal and the number of the Company’s actual outstanding shares. Handling method for fractional shares: If the new shares distributed to shareholders from this capital increase are less than one full share (rounded down to the NT dollar), shareholders may consolidate them by handling respective procedures. For those shares which cannot be consolidated within the specified period or still remain insufficient, and the chairman shall be authorized to designate specific persons for purchase.

==> picture [149 x 20] intentionally omitted <==

1. The list of candidates for the nomination system in this election ： Director : Fu Hui-Tung 、 Chang Ming-Cheng 、 Hsieh Yen-Sheng 、 Fu Jo-Hsuan 、 Company representatives of Excelsior Group Holdings Co., Ltd. : Chen Tun-Ling、Chang Hsien-Cheng、Independent Director : Chang Wu-I 、 Kuo Yu-Chia 、Jhan Cian-Long, Investors wishing to find out about their academic experiences and other relevant information, Please log on to market observation post system (Website : http://mops.twse.com.tw) Please choose Material Information and Announcement, enter "Company Code:4104" and "Announcement Date: The most recent month ".

2. According to Article 209 of the Company Act, directors who act for themselves or on behalf of others within the Company’s business scope shall explain to the Board of Shareholders the essential contents of such an act and obtain its approval. In case that any of the Company’s directors invests in or operates a business same as or similar to the Company and acts as a director in such business, shall submit the case to the Board of Shareholders by law and obtain its approval. If any of the Company’s directors is also under the aforesaid circumstance, the Company agrees to release the prohibition on directors from participation in competitive businesses.

3. According to Article 165 of the Company Act, the share ownership transfer shall be suspended from April 23, 2022 to June 21, 2022.

4. The Company will produce a compiled list for the information of solicitors’ solicitation before May 20, 2022 for those shareholders wishing to solicit letters of proxy and disclose it on the website of Securities & Futures Institutes at http://free.sfi.org.tw. Investors may directly visit the website, go to the “Free inquiry system for proxy letter announcement related information”, click the “Enter the inquiry system for proxy letter announcement and meeting data” and fill in the inquiry terms to inquire the details.

5. For any shareholder intending to excise the voting power by way of electronic transmission during the excise period from May 21 to June 18, 2022 please login https://www.stockvote.com.tw , the website of Taiwan Depository and Clearing Corporation,and proceed to vote.

6. The Company’s compilation and verification of its letters of proxy of the shareholders’ meeting is conducted by the stock affairs service division of President Securities Corp.

7. According to the Article 172 of Company Act , the main matters should be listed in the cause of the convening. Please refer to MOPS ( http://emops.twse.com.tw/ )

Yours Sincerely

Board of Directors, Excelsior Medical Co., Ltd.