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KGI Financial Proxy Solicitation & Information Statement 2026

May 11, 2026

52214_rns_2026-05-11_5d55b811-cbdb-4dda-94be-1de2d7959c4e.pdf

Proxy Solicitation & Information Statement

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凯基金控
KGI FINANCIAL

KGI Financial Holding Co., Ltd. ("The Company")
(original name: China Development Financial Holding Corporation)
2026 Annual General Shareholders Meeting Notice

(Summary Translation)

This document is prepared in accordance with the Chinese version and is for reference only. In the event of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.

  1. 2006 Annual General Shareholders Meeting Agenda

Time/ Date: 9:00 a.m., June 12, 2026 (Friday)
Place: No.168, Jingye 4th Road, Zhongshan District, Taipei City 10466, Taiwan, R.O.C. (1F, Grand Ballroom of the Grand Victoria Hotel)

A. Matters to Report

Agenda 1: 2025 business report
Agenda 2: Audit Committee's 2025 review report and communication between the Audit Committee and the chief internal auditor
Agenda 3: Status report on the first issuance of 2025 Unsecured Corporate Bonds
Agenda 4: Amendment to the "Ethical Management Best Practice Principles."
Agenda 5: 2025 distribution plan for employees' compensation and directors' remuneration

B. Matters for Recognition

Agenda 1: 2025 business report and financial statements
Agenda 2: 2025 earnings distribution plan

C. Matters for Discussion

Proposal 1: Amendment to the "Procedures for Acquisition or Disposal of Assets"
Proposal 2: Approval of the proposal for release of non-compete restriction on the directors of the board

D. Extemporary Motions


  1. Proposal for 2025 earnings distribution: Cash dividend of NT$16,974,707,418 to common shareholders. (equivalent to NT$1 per share) Dividend of Preferred shares B NT$561,660,543 (allotted NT$0.355 per share).

  2. The essential contents of any material matters proposed to the shareholders' meeting required by Article 172 of the "Company Act" shall be posted on Market Observation Post System (website: https://mops.twse.com.tw, by clicking on "profiles/electronic books/annual report and materials related to shareholders' meetings (including depositary receipts)"). Please insert the company code and year to access the reference materials of the agendas and meeting handbooks and the supplementary information in respect of the shareholders' meeting.

  3. Please find enclosed the 2026 Annual General Shareholders Meeting Notice and the proxy application form. The notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks shall be given in the form of a public announcement, and therefore, no further mail notice would be sent. Should you wish to attend the meeting in person, please sign or stamp your personal chop on the Notice (no need to mail back) and bring it to the meeting venue for check-in on the day of the meeting, starting at 8 a.m. Should you wish to appoint a proxy to attend the meeting on your behalf, please sign or stamp your personal chop on the proxy application form, fill in the name and address of your proxy, have your proxy sign or stamp his or her personal chop on the form and return the form, at least five (5) days prior to the meeting, to the Company's designated agent (i.e., Stock Register of KGI Securities Co. Ltd., 5F, No. 2, Section 1, Chongqing South Road, Taipei City) for processing the delivery of attendance cards. Any shareholder or proxy who has not received an attendance card may bring his or her identification card to apply for a replacement at the meeting venue on June 12, 2026.

  4. Shareholders, solicitors and proxy agents should bring his or her identification card for verification when attending the shareholders' meeting.

  5. In accordance with Article 26-2 of Securities and Exchange Act, the notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement; for a regular shareholders meeting, such public announcements shall be served with thirty days prior notice, and for a


special shareholders meeting with fifteen days prior notice. Therefore, no further mail notice would be sent.

  1. Stock Register of KGI Securities Co. Ltd. will be responsible for collection and verification of public solicitation of proxy for this Annual General Shareholders Meeting.

  2. In the event of public solicitation of proxy for this Annual General Shareholders Meeting, the Company shall upload related information to the website of the Securities and Futures Institute (https://free.sfi.org.tw) by May 12, 2026. Please check the said website for further information on this matter.

  3. Attendees of the 2026 Annual General Shareholders Meeting will be presented with Electric Grinder to commemorate the event, in accordance with the following terms:

(1) Shareholders holding less than 1,000 shares will not be issued souvenirs by the Company unless they attend the shareholders meeting online, exercise their voting rights electronically or the shareholders attend the shareholders meeting in person.

(2) Should you wish to delegate a solicitor to attend the meeting on your behalf, please duly sign or stamp your personal chop of the back of the proxy application form and submit it to the solicitation venue for processing (the service may be terminated earlier in each solicitation venue depending on the circumstances).

(3) Should you wish to appoint a proxy agent to attend the meeting on your behalf, please hold the proxy application form third slip to sign or seal in the entrusted column, and express opinions on each proposal, from May 18, 2026 to May 26, 2026 (except for holidays) contact the entrusted agency locations of each designated agent for handling.

(4) Shareholders, who attend the shareholders meeting online, exercise their voting rights electronically, can bring the notice of attendance, identification document, and printed "Proposal Voting Situation" page of the shareholders meeting electronic voting platform - shareholders e-ticket page (optional) to Stock Register of KGI Securities Co. Ltd. (1st floor or 5th floor, No. 2, Section 1, Chongqing South Road, Taipei City) for collecting the souvenir at 9:00 to 17:00 from July 8 to July 10, 2026.

(5) Besides the above-mentioned collection methods, the Painted Flower and Bird Ceramic Chopsticks Set (6 Pieces) will only be distributed at the meeting venue, with distribution ending at 10:00 a.m. or when the


meeting concludes, whichever occurs first, and it will not be distributed after the meeting is closed, whether by mail or other means.

  1. Voting rights of this Annual General Shareholders Meeting may be exercised by electronic transmission from May 13 to June 5, 2026. Further information can be obtained by logging on to the "Electronic Voting Platform for Shareholders" on the website of Taiwan Depository and Clearing Corporation. (https://stockservices.tdcc.com.tw).

  2. With reference to the company's Articles of Incorporation, preferred shareholders have no voting and election rights in the general shareholders meeting, but are eligible to be elected as directors, and can vote in the preferred shareholders meeting or matters related to the preferred shareholders' rights and obligations in the general shareholders meeting. Preferred B shareholders of this Annual General Shareholders Meeting have no voting rights and no souvenirs will be provided.

Respectfully,

Board of Directors
KGI Financial Holding Co., Ltd.