MERRY — AGM Information 2025

Jun 5, 2025

Taiwan Stock Code: 2439

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Merry Electronics Co., Ltd. Notice for Annual Shareholders’ Meeting

(Summary Translation)

Convening Means: Physical shareholders meeting

Time ： May 26, 2025 (Monday) at 9:00 am

Venue ： Merry Electronics Co., Ltd.’s headquarters

(No. 22, 23rd Road, Taichung Industrial Park, Taichung, Taiwan)

1. Meeting Agenda

• I. Matters for Report

  • (1) 2024 Business Report.

  • (2) Audit Committee’s Report on the 2024 Financial Statements.

  • (3) Report on Allocation of Employee and Directors’ Remuneration for 2024.

  • (4) Report on Cash Dividend Distribution for 2024 Earnings.

  • (5) Report on Assessment of Directors and Managers’ Performance and the Reasonableness and Correlation to Their Salaries and Remunerations.

  • (6) Report on the Company’s Sustainability Policy and Implementation Plan.

  • (7) Report on the Issuance of the Fourth and Fifth Domestic Unsecured Convertible Corporate Bonds.

• II. Matters for Acknowledgment

  • (1) Acknowledgment of the 2024 Business Report, Individual Financial Reports, and Consolidated Financial Reports.

  • (2) Acknowledgment of the 2024 Earnings Allocation Plan.

• III. Matters for Discussion

  • (1) Proposal to Amend the Company’s “Articles of Association.”

  • (2) Proposal to Amend the Company’s “Procedures for Acquisition or Disposal of Assets.”

  • (3) Proposal for the Issuance of Restricted Employee Stock in 2025.

• Ⅳ. Election Matters

  • (1) Election of the 21st tenure of Directors.

• V. Other Proposals

  • (1) Discussion on Lifting the Non-competition Restrictions on Newly Elected Directors.

• VI. Temporary Motions

• The proposal for distribution of 2024 earnings adopted at the meeting of the Board of Directors is cash dividend to common shareholders: Each common shareholder will be entitled to receive a cash dividend of NT$7.3 per share.

Taiwan Stock Code: 2439

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1. In the 2025 regular meeting of shareholders of the company, nine directors (including six directors and three independent directors) were elected by way of a candidate nomination system. The list of candidates is LIAO, LU-LEE (representative of Zong Cyuan Investment Co., Ltd.), WEI, WEN-CHIEH, HUANG, CHAO-LI (representative of Cheng Sheng Investment Co., Ltd.), LIAO, CHUNG-HSI (representative of Cheng Sheng Investment Co., Ltd.), LIAO, KENG-PIN (representative of TONG-CIAN Investment Co., Ltd.), SOH, YONG-SENG (representative of Shu Zheng Investment Co., Ltd.), SHER, JIH-HSIN, CHEN, TING-JU and LEE, FANG-TING; Those listed in the slate of candidates, whose academic and professional background and relevant information, may be consulted in the Meeting Agenda on Market Observation Post System (https://mops.twse.com.tw/ under “Single Company/Downloads of Electronic Documents/Annual Reports and Shareholders’ Meeting Related Information.”)

2. Explanation regarding the issuance of restricted employee stock for the year 2025 of our company can be found in Attachment 1.

3. Should there be any matters in this shareholders’ meeting that require explanation according to Article 172 of the Company Act, they will be placed on the Market Observation Post System. The website is https://mops.twse.com.tw/ under “Single Company/Downloads of Electronic Documents/Annual Reports and Shareholders’ Meeting Related Information.” Shareholders may enter the company code and year to access reference materials for each proposal of the shareholders’ meeting, the agenda manual, and supplementary information.

4. Attending notification and proxy form will be attached in the meeting notice. If the shareholder(s) is attending the Meeting in person, please sign or stamp on the attending notification and carry it to the check-in desk on the day of the Meeting (Check-in time is 08:30 am). However, in case that an agent(s) is authorized to attend the Meeting, the shareholder(s) shall sign or stamp the proxy form and personally fill out the name and address of the agent, then deliver the proxy form to the Registrar and Transfer Agency Department of KGI Securities Corporation at least 5 days prior to the day of the Meeting ; if the sign-in card is not received prior to the Meeting, please bring the identification documents and then apply for re-issuance at the venue of the Meeting .

5. Shareholders, solicitors and authorized agents should bring the identification documents for verification when attending the Annual Shareholders’ Meeting.

6. Pursuant to 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. Thus, shareholders owning less than 1,000 shares of nominal stocks may not receive this notice.

Taiwan Stock Code: 2439

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1. Shareholders may exercise their voting rights through the STOCKVOTE platform of Taiwan Depository & Clearing Corporation (https://stockservices.tdcc.com.tw) following the online instructions during the period from April 26, 2025 to May 23, 2025.

2. The Registrar and Transfer Agency Department of KGI Securities Corporation is the proxy tallying and verification institution for the Annual Shareholders’ Meeting.

3. Principle to distribute souvenirs for the shareholders’ meeting (NTD 50 of gift card for FamilyMart, which would be substituted by other gift with equal value if it is insufficient): For shareholders who hold less than 1,000 shares, the company will not distribute souvenirs except those who attend the shareholders meeting in person or exercise their voting rights electronically.

Terms to pick up the souvenirs:

• I. In case of open solicitation of proxies in the current shareholders’ meeting, the Company will upload through the website of the Securities & Futures Institute (https://free.sfi.org.tw) before April 25, 2025. For method to look into the details, please refer to the guidelines on the website. A shareholder may deliver his or her proxy to a solicitor as shown through the website where the Company may deliver the souvenir to the solicitor who shall convey to the shareholder.

• II. A shareholder who uses electronic voting system and successfully votes during the period from April 26, 2025 to May 23, 2025 is advised to pick up souvenir through the Company's shareholder services agent, Shareholder Services Department, KGI Securities Co. Ltd. (1F/5F, No. 2, Sec. 1, Chongqing S. Road, Taipei City) with notice of the shareholders’ meeting, identification documents or printed full page of “voting of motions of the meeting” on the webpage of “shareholders’ meeting electronic voting platform- e-voting for shareholders” during the period from July 23, 2025 to July 25, 2025.

• III.Other than the aforementioned method to pick up the souvenirs, the Company distributes souvenirs only on the date of shareholders’ meeting before closure of the meeting. The souvenirs will not be distributed by mail or be supplemented after the meeting.

Sincerely,

Board of Directors

Merry Electronics Co., Ltd.

Taiwan Stock Code: 2439

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Attachment 1

• It is proposed to issue new restricted employee shares in accordance with Article 60-2 of the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers" (hereafter, the "Issuance Regulations"). The related matters of this topic are stated as follows:

• Total Issuance: 4,000,000 new ordinary shares, each with a par value of NT$10, totaling NT$40,000,000.

• Issuance Terms:

• (1) Issuance Price: This issuance is gratuitous, with an issuance price of NT$0 per share.

• (2) Vesting Conditions: Employees must meet the individual performance, company performance, and service conditions stipulated in the company’s “2025 Restricted Employee Shares Issuance Plan” and must not violate the issuance plan during the year.

• (3) If employees do not meet the vesting conditions, the company will reclaim and cancel the shares at no cost.

• Employee Qualification Conditions and Allocated Shares:

• (1) The employees eligible to receive restricted shares are limited to those employed by the company and its domestic and international subsidiaries on the distribution date, excluding employees holding more than 10% of the company’s issued shares.

• (2) Qualifying employees are limited to:

  • A. Key personnel related to the group’s future development.

  • B. Employees whose individual performance is of significant value to the company.

  • C. Core newly hired employees.

• (3) The actual number of restricted shares to be allocated to each eligible employee will be determined based on factors such as seniority, job level, job performance, overall contribution, special achievements, or other managerial considerations, to be approved by the Chairman and reported to the Board for approval. For employees with director or managerial status, prior approval from the Compensation Committee is required. For non-managerial employees, prior approval from the Audit Committee is needed.

• (4) The cumulative number of shares that a single employee can subscribe to, including those acquired through the issuance of employee stock warrants in accordance with Article 56-1, Paragraph 1 of the Issuance Regulations, combined with the cumulative number of restricted employee shares acquired, shall not exceed 0.3% of the total issued shares. Furthermore, the cumulative number of shares that a single employee can subscribe to, including those acquired through issuance in accordance with Article 56, Paragraph 1 of the Issuance Regulations, shall not exceed 1% of the total issued shares. However, if special approval is obtained from the central competent authority, the aggregate number of employee stock warrants and restricted employee shares obtained by a single employee may exceed the aforesaid limitations.

• Necessity for Issuing Restricted Employee Shares: To attract and retain essential professional

Taiwan Stock Code: 2439

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talent, motivate employees, and enhance their cohesiveness, thereby jointly creating benefits for the company and its shareholders, and to ensure the alignment of interests between the company’s management and employees with those of the shareholders.

1. Potential Expensable Amounts, Dilution of Earnings per Share, and Other Impacts on Shareholders’ Rights and Interests:

2. (1) Potential Expensable Amounts: Based on the average closing price of NT$107.13 per share over the 30 business days before February 12, 2025, the total potential expensable amount, assuming all vesting conditions are met, is estimated at approximately NT$428,520,000. The annual expensable amount, based on the vesting conditions spread over 3-5 years, is approximately NT$41,138,000 to NT$116,900,000.

3. (2) Dilution of Earnings per Share and Other Impacts on Shareholders’ Rights: Based on the 253,489,414 shares outstanding, the annual dilution of earnings per share over 3-5 years is estimated to be approximately NT$0.16 to NT$0.46. The potential impact on the company’s future annual earnings per share dilution remains limited, and there is no significant impact on shareholders’ rights.

4. Other Important Provisions: The restricted employee shares issued shall be placed in trust for custody until the vesting conditions are met.

5. This proposal shall be submitted to the competent authority for approval within one year from the date of the shareholders’ meeting resolution, in one or multiple batches, and the actual issuance date(s) shall be set by the Chairman as authorized by the Board within two years from the date of receipt of the effective approval notice from the competent authority.

6. If the conditions stipulated for the issuance of restricted employee shares are directed to be amended or revised by the competent authority, related laws and regulations, or due to changes in the financial market or objective environment, the Board shall be fully authorized to handle such amendments or revisions with the approval of the shareholders’ meeting.

7. All restrictions, important provisions, and other unaddressed matters related to the issuance of restricted employee shares shall comply with the relevant laws and the company’s “2025 Restricted Employee Shares Issuance Plan.”