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Powerchip Semiconductor Manufacturing Corporation Proxy Solicitation & Information Statement 2026

Apr 24, 2026

52625_rns_2026-04-24_cb7faa98-aa56-497c-8524-3ef903646370.pdf

Proxy Solicitation & Information Statement

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PSMC

Powered Semiconductor Manufacturing Corporation

Notice of 2026 Annual Shareholders Meeting

(Summary Translation)

I. Information of the Meeting

Meeting type : Physical Shareholders Meeting
Time : 09:00 a.m., April 10, 2026 (Friday)
Location : No.773, Ming-Hu Rd. Hsinchu, Taiwan, ROC (Hsinchu Lakeshore Hotel B1)

II. The agenda for the Meeting is as follows:

  1. Report Matters
    (1) To report Business Status of 2025
    (2) Audit Committee’s Review Report of 2025
    (3) To report Earnings Distribution of 2025
    (4) To report Distributable Compensation for Employees and Directors of 2025
    (5) Amendment to the Company’s “Corporate Governance Best Practice Principles”
    (6) Amendment to the Company’s “Sustainable Development Best Practice Principles”
    (7) Other Reports

  2. Acknowledged Matters
    (1) To accept Business Report and Financial Statements of 2025
    (2) To accept Earnings Distribution of 2025
    (3) To accept amendment to issue new common shares for cash to sponsor issuance of GDR in the 2022 Plan

  3. Matters for Discussion
    (1) Discussion of the issuance of new common shares for cash to sponsor the GDR offering

  4. Election matters
    (1) By-election Directors (including Independent Directors)

  5. Other Proposals
    (1) Discussion to release of restriction on competitive of activities for Directors

III. Please refer to the website of MOPS at (https://mops.twse.com.tw) or (https://emops.twse.com.tw) (English version) for essential contents of items specified under Article 172 of the Company Act.

IV. This Shareholders Meeting proposed to elect eleven Directors (including Six Independent Directors), the Director election adopts the candidate nomination system as the candidate list of Directors: Frank Huang, Representative of Zei-Li Investment Corporation; Brian Shieh, Representative of Novax Technologies, Inc.; Wen-Liang Chen, Representative of Jendan Investment Inc.; Martin Chu, Representative of Powered Investment Holding Corporation; Milton Shieh; Independent Directors: Jia-Lin Chang, Chong-Yu Wu, Shu Ye, Chun-Shen Chen,


PSMC

Shih-Lun Tsao, Grace Lee. Please refer to the website of MOPS at (http://mops.twse.com.tw) for the education and experience of candidates.

V. In accordance with Article 165 of the Company Act, the period from February 10, 2026 to April 10, 2026 is the prohibition for share transfer and suspension of employee stock option.

VI. Please find the Notice of attendance and Proxy From enclosed with the notice. If you plan to attend the Meeting in person, please affix your signature or seal to the Sign-in card and submit it on the day of the Meeting. If you wish to appoint a proxy to attend the Meeting, please fill out the name and relevant information of the proxy, affix your signature or seal to the Proxy Form. Such the Proxy Form shall be delivered to the Company's securities agent, Capital Securities Corporation, at least five (5) days prior to the Meeting so that a Sign-in card can be issued to the proxy.

VII. If a proxy is solicited by the shareholder(s), the Company is required to compile details on the proxy solicitation parties and disclose such information on the Securities & Futures Institute (SFI) website at (https://free.sfi.org.tw) no later than March 10, 2026. Shareholder(s) can obtain information on the "Free proxy disclosure & related information system".

VIII. Shareholders may exercise his/her voting rights through electronic votes at the STOCKVOTE platform of Taiwan Depository & Clearing Corporation (https://stockservices.tdcc.com.tw) during the period from March 11, 2026 to April 7, 2026.

IX. The Transfer Agency Department of Capital Securities Corporation is the proxy tallying and verification institution for this Shareholders Meeting.

X. This Shareholders Meeting will be live streamed at 09:00 a.m., April 10, 2026. Please scan the QR Code or please refer to the website of PSMC at (https://www.powerchip.com) to watch.

Sincerely,

Board of Directors

Powerchip Semiconductor Manufacturing Corporation

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PSMC Shareholders Meeting live