Novatek Microelectronics Corp. — Proxy Solicitation & Information Statement 2026

Apr 24, 2026

Novatek Microelectronics Corporation
2026 Annual Shareholders’ Meeting Notice
(Summary Translation)

The 2026 Annual Shareholders’ Meeting (the “Meeting”) of Novatek Microelectronics Corporation will be convened at 9:00 a.m. on May 29, 2026 at Novatek’s Conference Room (located at 11F., No. 9, Taiyuan 2nd St., Zhubei City, Hsinchu County)

1. The agenda for the Meeting is as follows:

I. Report Items
(1) To report the business of 2025
(2) 2025 Audit and Risk Committee’s review report
(3) To report 2025 distributable compensation for directors and employees

II. Approval Items
(1) To approve 2025 Business Report and Financial Statements
(2) To approve the proposal for distribution of 2025 profits

III. Discussion Item
(1) To propose the issuance of Restricted Stock Awards

IV. Extraordinary motion

1. The major items of the proposal for distribution of 2025 profits approved by the 9th meeting of the 10th Board of Directors are as follows:

(1) a. Cash dividends: Totaling NT$13,995,763,787 from earnings, approximately NT$23 per share.
b. Cash dividends will be distributed pro rata and be rounded down to the nearest dollar (under one dollar is rounded down).

(2) In the event the number of outstanding shares is affected by the Company’s subsequent shares’ buyback, transfer or cancellation of treasury stocks or others, The Chairman is authorized to proceed on the relevant matters.

(3) The Chairman is authorized to set the ex-dividend date and the cash dividend payment date.

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1. For details of the Company's proposed issuance of Restricted Stock Awards, please refer to Appendix I.

2. According to Article 165 of the Company Act, the book closure period for ordinary shares starts from March 31, 2026 to May 29, 2026.

3. The shareholders may exercise their voting rights through the "shareholder e-service" of Taiwan Depository & Clearing Corporation (https://www.stockservices.tdcc.com.tw) during the period from April 29, 2026 to May 26, 2026.

Board of Directors

Novatek Microelectronics Corporation

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Appendix I

The details of the Company's proposed issuance of Restricted Stock Awards:

(1) To attract and retain key talent required by the Company, to motivate employees to achieve the Company's operational objectives, and to align their compensation with shareholder interests and Environmental, Social and Governance ("ESG") performance, it is proposed to issue the 2026 Restricted Stock Awards (the "Rules") in accordance with Article 267-9 of the Company Act and the relevant provisions of the Regulations Governing the Offering and Issuance of Securities by Issuers (the "Regulations") issued by the Financial Supervisory Commission (R.O.C.).

1. Estimated Total issuance: The expected number of shares to be issued shall not exceed 3,000,000 new common shares, each with a par value of NT$10, resulting in a total par value not to exceed NT$30,000,000. The actual number of shares to be issued shall be determined by a separate resolution of the Board of Directors following approval of the issuance of restricted stock awards to employees by the Shareholders' Meeting and the competent authority.

2. Terms and conditions:

2.1 Estimated issue price: This issuance is gratuitous; the issue price per share is NT$0.

2.2 Vesting conditions:

2.2.1 After an employee is granted restricted stock awards, the awards shall vest only upon satisfaction of the following conditions:

(A) An employee's continuous employment with the Company through the vesting dates;

(B) The employee has not, during any Vesting Period, breached any agreement with the Company or violated any of the Company's rules, policies or procedures;

(C) Achieve the Company's specified operational and ESG performance metrics.

2.2.2 The maximum percentage of shares that may vest in each vesting year shall be: 33% after one year, 33% after two years, and 34% after three years. The actual percentage and number of shares that may vest in each year shall be further adjusted

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based on the Company's operational performance indicators and the achievement levels of the ESG performance indicators. Detailed explanations are provided below:

Performance Index	Weighting	Threshold and Target Range
Pre-Tax Income Margin	35%	19% ~ 22%
Return on Equity	35%	24% ~ 28%
ESG performance indicators	30%	MSCI annual ESG rating of BBB or above, or ranking in the top 5% of the TWSE Corporate Governance (ESG) Evaluation.

The number of vested shares determined by each index will range from $0\%$ to $100\%$ of the portions of vesting shares of the corresponding performance period, as follows: $0\%$ if the performance result is below the threshold level, $50\%$ if the performance result meets the threshold level, and $100\%$ if the performance result meets the target level. For the performance result between the threshold and the target level, a proportionate fraction of the portions between $50\%$ and $100\%$ will be applied. For rounding rule applied to calculations, a rounding down rule will be used to determine if the threshold level or the target level is achieved or not, while, for levels between the threshold level and the target level, the portions will be rounded to the nearest hundredth percent. Achievement of an indicator shall be determined based on the financial statements for the indicator's measurement period that have been audited and certified by the independent auditor.

2.2.3 Class of issued shares: The Company's newly issued common shares.

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2.2.4 Handling of employee's failure to meet the vesting conditions and inheritance: If the employee fails to satisfy the vesting conditions, the Company shall, without consideration, reacquire the shares and effect their cancellation. All other matters shall be handled in accordance with the Rules offering.

1. Employee Eligibility and Share Allocation:

3.1 Employee Eligibility: It applies to full-time employees of the Company who are employed as of the grant date of restricted stock awards, have met the applicable performance standards, and satisfy at least one of the following criteria:

3.1.1 highly related to the future strategy and development of the Company,
3.1.2 critical to the Company's business operation,
3.1.3 key technical talents, as determined by the Company.

3.2 The number of shares to be allocated to eligible employees shall be determined with reference to the Company's operating performance and pursuant to allocation principles that take into account individual job level, work performance and other appropriate factors. Allocations for employees who are managerial officers or directors with employee status shall require the approval of the Remuneration Committee, while allocations for non-managerial employees shall require the approval of the Audit and Risk Committee. Prior to submission to the Board for resolution, the Chairman shall submit the matter to the applicable committee(s) for approval; the matter shall then be submitted to the Board.

3.3 The aggregate number of shares granted to each employee by (1) share subscription warrants (issued outside the Rules) pursuant to paragraph 1, Article 56-1 of the Regulations, together with (2) restricted stock awards (whether issued under or outside the Rules), shall not exceed 0.3% of the Company's total outstanding common shares. The foregoing sum, together with the share subscription warrants the Company grants to each employee pursuant to paragraph 1, Article 56 of the Regulations, shall not exceed 1% of the Company's total outstanding common shares. Notwithstanding

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the foregoing, the total number of share subscription warrants and restricted stock awards granted to any single employee may be exempted from these limits with special approval from the applicable R.O.C. authorities. If applicable laws or regulations are subsequently revised, the Company shall comply with the revised laws and regulations.

1. The reasons for implementing the restricted stock awards:

To attract and retain key talent required by the Company, to motivate employees to achieve the Company's operational objectives, and to align their compensation with shareholder interests and Environmental, Social and Governance ("ESG") performance.

1. Calculated Expense Amount, Dilution to Earnings Per Share and Other Matters Affecting Shareholders' Interests:

5.1 Calculated expense amount:

The Company shall determine the fair value of the shares on the grant date and recognize the related expenses annually over the vesting period. The number of Restricted Stock Awards proposed at the 2026 Annual General Meeting of Shareholders shall not exceed 3,000,000 shares, to be issued at NT$0 per share. The estimated potential expense to be recognized is approximately NT$1,179,000,000 (estimated based on the closing price of NT$393.00 on February 26, 2026). The amortized expenses for the years 2026 through 2029 are estimated at NT$129,690,000, NT$389,070,000, NT$393,000,000, and NT$267,240,000, respectively.

5.2 Dilution to Earnings Per Share and Other Matters Affecting Shareholders' Interests:

Based on the Company's outstanding shares as of February 26, 2026 (608,511,469 shares), the estimated reductions in diluted earnings per share (EPS) are NT$0.21, NT$0.64, NT$0.65, and NT$0.44 for the years 2026 through 2029, respectively. The potential dilution is limited and is not expected to materially affect shareholders' equity.