Groundhog Inc. — Proxy Solicitation & Information Statement 2026

May 22, 2026

Groundhog Inc.

2026 Annual Shareholders’ Meeting
Meeting Notice

1. The Company is scheduled to hold its 2026 Annual General Meeting of Shareholders at GIS Taipei Tech Convention Center 303 Room, 3 F., No. 1, Sec. 3, Zhongxiao E. Rd., Da'an Dist., Taipei City, on Wednesday, June 24, 2026, 9:00 a.m. (Registration for shareholders will begin at 8:30 a.m. and will be conducted at the shareholders’ meeting venue.) The meeting is convened for the following matters:

(1). Reporting matters:
A. 2025 Business Report
B. 2025 Audit Committee's Review Report
C. 2025 Distributable Compensation for Employees and Directors
D. Report on the Implementation of Sustainable Development

(2). Ratification Matters:
A. 2025 Business Report and Financial Statements
B. 2025 Earnings Distribution

(3). Discussion matters:
Amendment to the provisions of "Procedures for Acquisition and Disposal of Assets"

(4). Extemporary motions.

1. The profit distribution scheme of the company as drafted by the Board of Directors is as follows:
2. The cash dividends proposed for distribution to shareholders amount to NT$ 58,027,320 or NT$ 1.80 per share.

3. After the cash dividends are approved by the 2026 Annual General Meeting, the Chairman is authorized to separately prescribe an ex-dividend date for distribution.

4. The Attendance Sign-In Card and Proxy Form are hereby enclosed. Shareholders planning to attend the Annual General Meeting in person should sign or stamp the Attendance Sign-In Card and submit the same when registering on the day of the meeting. Shareholders wishing to appoint a proxy should sign or stamp the Proxy Form; provide the proxy name and address; and deliver or mail said form to the Company’s share transfer agent and registrar Yuanta Securities Co. Ltd., Transfer Agency Dept. (B1F., No. 67, Sec. 2, Dunhua S. Rd., Da'an Dist., Taipei City 106045) at least five days prior to the meeting date.

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1. The statistical verification institution of the proxy statement for this meeting of shareholders is “Yuanta Securities Co. Ltd., Transfer Agency Dept.”

2. If any shareholder desires to solicit proxies, the Company will provide solicitation and solicitors information on the website of the Securities and Futures Institution on May 22, 2026. If an investor has inquiries, please visit https://free.sfi.org.tw, and go to “free inquiry system for proxy”, and then input the query.

3. Pursuant to Article 172 of the Company Act, it should be stated that essential points are placed on the Market Observation Post System (https://mops.twse.com.tw) by selecting “Electronic Books/Shareholders’ meetings: enter the search criteria (stock code & year)/ Meeting Handbook”.

4. The voting rights may be exercised in electronic manner for this meeting of shareholders. The period of voting is: from May 25, 2026 to June 21, 2026. Please directly log on the “eVoting platform” of Taiwan Depository & Clearing Corporation, (https://stockservices.tdcc.com.tw), and operate according to the relevant explanations.

Sincerely,

The Board of Directors of Groundhog Inc.