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MHC Proxy Solicitation & Information Statement 2026

Apr 24, 2026

52372_rns_2026-04-24_63d08a93-929c-4825-b763-bfe8e55715cd.pdf

Proxy Solicitation & Information Statement

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MiTAC Holdings Corporation

Meeting Notice of

Annual General Shareholders’ Meeting (Summary Translation)

The 2026 Annual General Shareholders’ Meeting (the “Meeting”) of MiTAC Holdings Corporation will be convened at 10:00 a.m., Wednesday May 27, 2026 at 1F, No. 202, Wenhua 2nd Rd., Guishan Dist., Taoyuan City, Taiwan.

(Hybrid shareholders' meeting)

I. The agenda for the Meeting is as follows:

  1. Matters to Report
  2. No. 1: 2025 Business Report
  3. No. 2: Audit Committee’s Review Report
  4. No. 3: Status Reports of 2025 Employees and Directors Compensation Distribution
  5. No. 4: Distribution of Cash Dividends from 2025 Profits
  6. No. 5: Status Reports of the First Issuance of Unsecured Euro Convertible Bonds

  7. Matters for Adoption

  8. No. 1: Adoption of the 2025 Business Report and Financial Statements
  9. No. 2: Adoption of the Proposal for Distribution of 2025 Profits

  10. Matters for Discussion

  11. No. 1: Proposal for Issue of New Shares through Capitalization of Earnings
  12. No. 2: Proposal for Amendment to the “Operating Procedures for Endorsements and Guarantees”
  13. No. 3. Release of Directors from Non-competition Restrictions

  14. Questions and Motions

II. The Board of Director has approved the appropriation of cash dividends of NTD 3,981,637,404 at NTD 3.0 per share.

III. The major content of the Capital Increase by Recapitalization of Earnings: the Capital Increase by Recapitalization of Earnings are totally 132,721,247 shares. Stock dividend of NT$1 per share, which means 100 new bonus shares per one thousand existing shares.


IV. Shareholders may exercise their voting rights through the platform of Taiwan Depository & Clearing Corporation (TDCC) ( https://stockservices.tdcc.com.tw ) during the period from April 27, 2026 to May 24, 2026.

Board of Directors
MiTAC Holdings Corporation


Directions and matters need attention regarding this year’s the Meeting to be held with the assistance of video conferencing:

I. Shareholders who plan to attend the meeting virtually must sign up for it and register such attendance on the TDCC Shareholder - e-Meeting Platform between April 27, 2026 to May 24, 2026 (or use a mobile device to scan the QR Code for TDCC e-Meeting Platform). For proxy solicitors, or proxy agent intends to take part in the meeting by video conferencing, please fill out the “Letter of Intent for Solicitors and Proxies Registering to Participate in the Shareholders’ Meeting by means of Video Conference” and deliver it to the Company's agent for stock affairs -- Agency Department of CTBC Bank Co., Ltd. before 4 p.m. May 22, 2026. Online participants can start checking in 30 minutes prior to the shareholder meeting. Once shareholders complete the check-in process, they are deemed as having attended in person.

II. Shareholders who attend the shareholder meetings virtually can exercise their voting rights between the commencement of the meeting and the end of the voting time announced by the chairman. Shareholders who cast late-arriving ballots after the end of the voting time will be deemed to have waived their voting rights. Shareholders are allowed to text questions; for each proposal, questions are limited to two times; for each question, words are limited to 200 characters. Please visit the TDCC website for more information on the operating instructions of the e-Meeting Platform. (https://www.tdcc.com.tw).

III. Please contact TDCC (+886-2- 2719-5805 ext. 288 or 188) if you have any questions about online participation, such as registration, check-ins, connection methods, and platform operating matters. The Company will not be liable for any poor communications, broadcast lags, or any difficulties concerning watching a live stream, texting questions, and exercising voting rights if it is shareholders’ internet connection or equipment that causes the problems. Shareholders who have concerns about such issues are encouraged to use e-voting prior to the meeting or attend the meeting in person.

IV. If natural disaster, incidents, or other force majeure events hinder the operating of the e-Meeting Platform or prevent shareholders from successfully attending the meeting virtually for over 30 minutes, the Company will postpone or reconvene the meeting at 1:00 p.m. on May 28, 2026, at the original meeting location.

V. Countermeasures for postponing or reconvening the meeting:

  1. Shareholders who have not registered their online attendance at the affected meeting will not be allowed to attend the postponed or reconvened meeting.

  1. In the event that the e-Meeting Platform fails or shareholders have difficulty attending virtually for over 30 minutes due to natural disasters, incidents, or other force majeure events, the Company should check the total shares of shareholders that have attended. If the total number of shares represented at the shareholder meeting after deduction of the number of shares represented by shareholders attending virtually still reaches the legal quorum for convening of the shareholders' meeting, the affected meeting will continue in session. The shares of shareholders, solicitors, or proxy agents who attend virtually will be counted towards the total number of shares represented by the shareholders attending the meeting. In addition, shareholders, solicitors, or proxy agents who attend virtually will be deemed to abstain from voting on all proposals on meeting agenda of that shareholder meeting. Please contact the Stock Administration Department of the Company (+886-2-2627-1188 ext.1522) or the Agency Department of CTBC Bank Co., Ltd (+886-2-6636-5566) if you encounter the said situation.

  2. If encountering the said problems, the chairman may adjourn the meeting at his discretion when the outcomes of all proposals have been announced and an extemporary motion is not put forward.