Mirle — AGM Information 2021

Aug 18, 2021

Meeting Notice

• I. The 2021 general shareholders’ meeting is scheduled to be held at 9:00 am on June 11, 2021 at No. 3 Yanfa 2nd Road, Science Park, Hsinchu (conference room on the first floor of the Company). The reasons for the meeting are as follows:

(I) Report items: 1. The Company’s 2020 business report; 2. Supervisor’s review report; 3. Report on the distribution of remuneration of employees and directors for 2020; 4. Report on the amendment to some articles of the Company’s “Rules of Procedures for Board Meetings”; 5. Report on the amendment to some articles of the Company’s “Code of Ethical Conduct”. (II) Recognition items: 1. Business report and financial statements of 2020; 2. Earnings distribution for 2020.

(III) Discussion items: 1. Amendment to the Company’s “Articles of Association”; 2. Proposal to approve the measures for issuing new shares with restricted employee rights and issue 2,000 new shares.

• (IV) Extemporary motions

• II. The main contents of the earnings distribution proposal are to distribute a total cash dividend of NT$391,062,452 to shareholders at NT$2 per share.

• III. Please refer to the attached schedule on the first sheet on the back for the main contents of the Company’s proposal to approve the measures for issuing new shares with restricted employee rights and issue 2,000 new shares.

• IV. According to Article 172 of the Company Act, the main contents should be described and posted on the Market Observation Post System (URL: http://mops.twse.com.tw).

V. A Notice of Attendance and a Power of Attorney are herewith enclosed. If you decide to attend in person, please sign or stamp the Notice of Attendance" (no need to send it back) and register at the meeting hall on the day of the meeting. If an agent will be entrusted to attend the meeting, please sign or stamp the "Power of Attorney", fill in the name and address of the entrusted agent, and then send it to the Agency Department of Chinatrust Commercial Bank, the stock affairs agent of the Company, five days before the meeting to enable it to send the attendance card to the entrusted agent accordingly.

VI. If there are shareholders who solicit the power of attorney, the Company will produce a summary of such solicitors of the power of attorney and disclose it on the website of the Securities and Futures Institute (URL: https://free.sfi.org.tw) on May 11, 2021. For inquiry, the investor may go to the “Free Inquiry System of Power of Attorney” of the website and enter the

query criteria.

• VII. The voting rights of the shareholders' meeting may be exercised electronically from May 12, 2021 to June 8, 2021. Please log in to the “Electronic Voting Platform for the Shareholders' Meeting” of Taiwan Depository and Clearing Corporation (URL: https://www.stockvote.com.tw) and follow the relevant instructions.

• VIII. The statistics verification agency of the power of attorney for this shareholders' meeting is the Agency Department of Chinatrust Commercial Bank.

• IX. Kindly note the above and handle accordingly.

Sincerely

Board of Directors of Mirle Automation Corporation

[Attached Schedule]

The main contents of the Company’s proposal to approve the measures for issuing new shares with restricted employee rights and issue 2,000 new shares are as follows:

• (I) The Company proposes to issue new shares with restricted employee rights in accordance with Article 267 of the Company Act and the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” promulgated by the Financial Supervisory Commission.

• (II) Total issue amount: 2,000 shares in total, with a par value of NT$10 per share and a total amount of NT$20,000.

• (III) Conditions of issue:

• Issue price: free issue at NT$0 per share.

• Type of shares to be issued: ordinary shares.

• Vested conditions:

  • (1) The employee is still in service on each vested day after receiving the new shares with restricted employee rights, and has not violated the Company's labor contract, employee code of conduct, trust contract, corporate governance best practice principles, ethical corporate management best practice principles, work rules, code of noncompetition and confidentiality, or the contractual agreements with the Company, and achieved the personal performance evaluation indicators set by the company. The proportion on the vested date in each year is as follows:

    • 1 year and above: 20%

    • 2 years and above: 25%

    • 3 years and above: 25%

    • 4 years and above: 30%

  • (2) Personal performance indicators: The latest annual evaluation rating of the vested period reaches B or above.

• When an employee fails to meet the vested conditions or inheritance occurs after being allocated or subscribing to new shares with restricted employee rights:

  • (1) In case of failure to meet the vested conditions, the Company will withdraw and cancel the new shares allocated to employees free of charge.

  • (2) All other matters shall be handled in accordance with the issuance rules formulated by the Company.

• (IV) Employee qualification and number of shares allocated:

• Employees who may be allocated shares shall be limited to full-time

employees of the Company who have arrived before the date of granting the new shares with restricted employee rights and meet certain performance requirements.

1. Eligible employees are limited to the following categories:

   • (1) Key personnel related to the future development of the Company;

   • (2) The personal performance of the employees is of great value to the Company; or

   • (3) Core new employees.

2. The actual amount of new shares with restricted employee rights will be approved by the Chairman and submitted to the board meeting for approval, taking into account such factors as seniority, rank, job performance, overall contribution, special merit, or other management requirements. Only directors with manager or employee status shall be approved in advance by the Compensation Committee.

3. (V) Necessary reasons for the new shares with restricted employee rights: To attract and retain key talents, in order to achieve the Company's medium and long-term goals, encourage employees to do their best to achieve the Company's operating objectives, create higher benefits of the Company and shareholders, and ensure the integration of the interests of employees and shareholders.

4. (VI) Amount of possible expenses, dilution of earnings per share and other matters affecting shareholders' equity:

5. If the closing price of ordinary shares is NT$50 per share, the annual expenses of the vested conditions are NT$8,334,000 in 2021, NT$22,083,000 in 2022, NT$25,000,000 in 2023, NT$27,083,000 in 2024, and NT$17,500,000 in 2025.

6. According to the 195,531,226 shares outstanding in April 2021, the annual reduction of the Company's earnings per share is about NT$0.04, NT$0.11, NT$0.13, NT$0.14, and NT$0.09 respectively from 2021 to 2025. The dilution of the Company's earnings per share is limited, and it has no significant impact on shareholders' equity.

7. (VII) Unless otherwise provided by laws and regulations, the board of directors or the person authorized by the board of directors shall be fully authorized to amend or implement any matters not covered in these regulations in accordance with the relevant laws and regulations.