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GSD-KY — Proxy Solicitation & Information Statement 2026
May 21, 2026
52598_rns_2026-05-21_1c388b3c-d521-4adf-a28e-8ef5a27815c4.pdf
Proxy Solicitation & Information Statement
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GSD
GSD Technologies Co., Ltd.
Meeting Notice for 2026 Annual shareholders' Meeting
(Summary Translation)
- Meeting Time: Tuesday, on 9:00 AM June 23, 2026
- Meeting Venue: GIS Taipei Tech. Convention Center (Room 302) (3F-302, No. 1, Sec. 3, Zhongxiao E. Rd., Da'an Dist., Taipei City 106, Taiwan (R.O.C.)).
- Convening Method: Physical shareholders' meeting
- The agenda for the Meeting is as follows:
Matters to Report
(1) 2025 Business Report.
(2) Audit Committee's Review Report.
(3) To report the Distribution of Employees' and Directors' compensation for the year 2025.
(4) To report 2025 transaction summary with related parties.
Matters for Adoption
(1) To accept 2025 Business Report and consolidated financial statements for year 2025.
(2) To accept the proposal of earnings distribution for year 2025.
Matters for Discussion : None.
Director Election
The sixth Election of 7 Directors of the Company (including 3 independent directors).
Other Matters
Proposal for releasing the non-competition restrictions on new directors and their representatives.
Ad Hoc Motions
- It is proposed that the Company distribute cash dividends of NT$14,600,000 from 2025 earnings, representing NT$0.4 per share. The Chairman is fully authorized by Annual General Meeting for the Ex-dividend record date and affairs concerning distribution of dividend. In the event that, before the distribution record date, the proposed earnings
This content is for reference only and is qualified in its entity by the Chinese version of meeting notice of annual shareholders' meeting. In the event of any discrepancy between the Chinese version and this content, the Chinese version shall prevail.
distribution is affected by a buyback of shares or conversion of convertible bonds, it is proposed that the Chairman be authorized to adjust the cash to be distributed to each share based on the number of actual shares outstanding on the record date.
- When the matters content the subjects which is mentioned in Article 172 of the Company Act, please refer to the Year 2025 Annual Shareholders' Meeting Handbook or visit M.O.P.S. website(http://mops.twse.com.tw) for the details.
- Pursuant to Article 165 of the Company Act, the shareholder register will be closed from April 25, 2026 to June 23, 2026.
- One copy of the attendance notification form and proxy form are attached to this meeting notice. If the shareholder(s) is attending the meeting in person, please sign or stamp on the attendance notification form and submit it to the check-in desk on the day of the meeting. If an agent is entrusted to attend the meeting, the shareholder shall sign or stamp on the proxy form and personally fill out the name and address of the agent, then deliver the proxy form to the Transfer Agency Department of SinoPac Securities at least 5 days prior to the day of the meeting so that the attendance card can be sent to the agent accordingly.
- If a proxy is solicited by the shareholder(s), Company is required to compile a summary statement of the Solicitor Solicitation Information and disclose such information on the Securities & Futures Institute (SFI) website no later than May 22, 2026. Shareholder(s) can obtain information on the "Free proxy disclosure & related information system" (https://free.sfi.org.tw).
- Shareholders may exercise their voting rights electronically through the e-Voting platform of Taiwan Depository & Clearing Corporation (https://stockservices.tdcc.com.tw) during the period from May 23, 2026 to June 20, 2026.
- 7 Directors are to be elected, including 3 independent directors under the candidate nomination. The Company's director candidates are nominated: {Director: Hsieh, Hung June, Lin Ming-Tzu, Rep. of Li Yi Co., Ltd., Cheng, Chih Fa, Chou, Shanshan}, {Independent directors: Lin, Tsair-Fuh, Su, Chiu Hsia, Cheng, Wang-Shou}. Education and experience of the candidates: please visit the MOPS website (http://mops.twse.com.tw).
- The Transfer Agency Department of SinoPac Securities is the proxy tallying and verification institution for this Meeting.
Board of Directors
GSD Technologies Co., Ltd.
This content is for reference only and is qualified in its entity by the Chinese version of meeting notice of annual shareholders' meeting. In the event of any discrepancy between the Chinese version and this content, the Chinese version shall prevail.