LEOFOO — AGM Information 2024

Jun 4, 2024

Leofoo Development Co., Ltd. 2024 Annual Shareholders Meeting Notice of Meeting

1. The Company is scheduled to hold the 2024 Annual General Meeting of Shareholders on Monday, May 27, 2024, at 9:00 a.m. at No. 60, Gongzigou, Guanxi Township, Hsinchu County (Leofoo Resort GuanShi Forest Ecology Hall). Registration for shareholders will start at 8:30 a.m., and the registration location will be at No. 60, Gongzigou, Guanxi Township, Hsinchu County (Leofoo Village Theme Park).

The meeting content is as follows:

• (1) Matters to be reported:

• The Company's 2023 Business Report

• The Company's 2023 Audit Committee Review Report.

• The Company's accumulated deficit amounted to one-half of the paid-in capital for the year ended December 31, 2023.

• To amend the Company's "Rules of Procedure for Board of Directors Meetings."

• (2) Proposals:

• The Company's 2023 Business Report and Financial Statements.

• The Company's 2023 Deficit Appropriation.

• (3) Agenda items:

• To amend the Company's "Procedures for Election of Directors."

• (4) Election:

• To re-elect all directors (including independent directors) of the Company's 19th term.

(5) Other Proposals:

  1. To remove the non-competition restrictions on newly elected directors and their representatives.

• (6) Extempore Motions.

• The Board of Directors of the Company has resolved not to distribute dividends for the year 2023.

• This shareholder meeting will elect 7 directors (including 4 independent directors), and the list of nominated candidates is: Directors: Feng-Ru Chuang, Cheng-Jung Lai, and Tsui-Fang Hsu (Representative of Chuang Foo Foundation); Independent directors: Kun-Ming Lee, Chun-Chieh Chiu, Pei-Wen Wu, and Tung-Yuan Wang; Regarding the educational and professional backgrounds of the candidates and related information, please visit the Market Observation Post System (URL: https://mops.twse.com.tw) and enter the search criteria in the "Announcement Search" section.

• The explanation for lifting the non-compete restrictions on the Company's directors is as follows: According to Article 209 of the Company Act, it is proposed to seek the approval of the shareholders' meeting to exempt the newly appointed directors of the company and their represented legal entities from the non-competition restrictions. For details regarding the concurrent positions held by the new directors, please refer to the handbook.

• Please find enclosed herewith the Sign-in Card and the Proxy Attendance Form. For those who wish to attend the meeting in person, please sign/affix a seal on the Sign-in Card and bring it along on the day of the meeting. For those who wish to arrange a proxy to participate in the meeting, please sign/seal the Proxy Attendance Form and write down in person the name, national ID number, and address of the proxy attendee, and mail(deliver) it to the Company's stock agent, the Main Department of Stock Affairs Agency of Mega Securities Co., Ltd. (1F., No. 95, Sec. 2, Zhongxiao E. Rd., Zhongzheng Dist., Taipei City), 5 days before the shareholders' meeting, to facilitate the registration process.

• For this shareholders' meeting, if any shareholder requires a Proxy Attendance Form, the Company will consolidate the relevant information and disclose them on the Securities and Futures Institute website 30 days before the Annual Shareholders' Meeting and 15 days before the Extraordinary Shareholders' Meeting. Investors who wish to make inquiries can directly enter the website (URL: https://free.sfi.org.tw), and go to "Free Inquiry for Proxy Announcement Data."

• In accordance with Article 172 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, and related laws and regulations, the main content of the shareholders' meeting agenda can be found in detail on the Market Observation Post System (MOPS) website (URL: https://mops.twse.com.tw). Select "Electronic Books" and "Annual Report and Relevant Information for Shareholders' Meeting."

• In accordance with Article 13-1 of the Regulations Governing the Use of Proxies for Attendance at Shareholders' Meetings of Public Companies, the tallying and verification of the Proxy Attendance Form are performed by the Main Department of Stock Affairs Agency of Mega Securities Co., Ltd.

• In this shareholders' meeting, shareholders can exercise their voting rights electronically, and the exercise period is: From April 27, 2024 to May 24, 2024, please log in to the "Shareholder e-Services" website of the Taiwan Depository & Clearing Corporation and follow the instructions provided. [URL: https://stockservices.tdcc.com.tw].

• The personal data collected by the Main Department of Stock Affairs Agency will only be processed and utilized within the scope of share service operations. The relevant data will be retained in accordance with the retention period specified by laws or contractual agreements.

• Please refer to the third part for instructions on collecting souvenirs.

Sincerely,

The Board of Directors of Leofoo Development Co., Ltd.