RT — AGM Information 2025

Jun 11, 2025

Realtek Semiconductor Corp. 2025 Annual Shareholders’ Meeting Minutes

Time: 9:00 a.m., May 28, 2025 (Wednesday)

Place: No.1, Industry East 2nd Road, HsinChu Science Park Life Hub, Rossini Conference Room The Number of Shares of Attendance: Attending shareholders and proxy represented 466,453,051 shares (including 391,130,311 shares which attended through electronic voting) accounting for 90.95% of 512,863,641 shares, the Company’s total outstanding shares.

Directors Present:

Chiu, Sun-Chien, Chairman; Huang, Yung-Fang, Director; Yen, Kuang-Yu, Director; Ni, Shu-Ching, Director; Hsieh, Yin-Ching, Independent Director (Chairman of the Audit Committee).

Chairman: Chiu, Sun-Chien, Chairman

Recorder: Zhou, Meng-Yi

The aggregate shareholding of the shareholders present constituted a quorum.

The Chairman called the meeting to order.

• I. Chairman’s Remarks: Omitted.

II. Report Items:

Report 1: Business report of 2024

Explanation: Please refer to Attachment 1 for the business report.

Report 2: Audit Committee’s review report

Explanation: Please refer to Attachment 2 for the Audit Committee’s review report.

Report 3: To report 2024 employees’ compensation and directors’ remuneration

Explanation:

1. According to Article 18 of the Articles of Incorporation of the Company, if gained profits within a fiscal year, the Company shall allocate at a maximum of 3% of the profits as directors’ remuneration, and allocate no less than 1% of the profits as employees’ compensation.

2. The Board of Directors resolved the distribution of 2024 employees’ compensation and directors’ remuneration as follows ：

remuneration as follows：
		Unit: NT dollars
Item	Amount	Profit Ratio
Employees’ compensation	4,497,482,930	22.05%
Directors’ remuneration	100,000,000	0.49%

Note: Employees' compensation and directors' remuneration amount are consistent with the 2024 annual estimated

expenses.

1. The above employees’compensation and directors’ remuneration are all paid in cash.

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Report 4: To report 2024 cash dividends distribution from retained earnings

Explanation:

1. The Board of Directors resolved that the 2024 cash dividends distribution from retained earnings is NT$ 13,078,022,846. According to the shares held by each shareholder in the shareholders’ register on cash dividend record date, the cash dividends to common shareholders is NT$25.5 per share.

2. Due to the changes of outstanding shares caused by the Company’s subsequent events such as shares’ buyback, transfer or cancellation of treasury stocks or others, the cash distribution per share might be affected. The Chairman is authorized by the Board of Directors to adjust the distribution.

3. The cash distribution to each shareholder is rounded down to one dollar (under one dollar is rounded down). The rounded down amounts are recognized as the Company’s other income.

4. The Chairman is authorized by the Board of Directors to determine the cash dividend record date and payment date.

Report 5: To report 2024 related party transactions

Explanation:

1. The actual transaction amount between the Company and its subsidiaries and the related party, GMI Technology Inc., in 2024 is NT$ 14,996,561 thousand, accounting for 13.23% of the Company‘s consolidated net operating revenue, and the collection term is 30-60 days after monthly billings.

2. There is no significant difference in the transaction prices and collection terms for sales of goods available to non-related parties. In 2024, the transaction prices were in line with general business practices and did not exceed the annual transaction amount limit approved by the board of directors, which was 25% of the company's consolidated net operating revenue.

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III. Ratification Items

Proposal 1

Subject: 2024 business report and financial statements. Approval is respectfully requested. (Proposed by the Board of Directors)

Explanation: The 2024 annual financial statements have been audited by PricewaterhouseCoopers' and the business report was approved by the Board of Directors. For the business report, independent auditors’ report and financial statemens, please refer to Attachment 1, Attachment 4 and Attachment 5.

Resolution: It was resolved that the above proposal be approved as proposed. The result is as follows:

Shares represented at the time of voting: 463,730,069

follows: Shares represented at the time of voting:463,730,069
Voting Results	% of the total represented share present
Votes in favor: 417,270,748votes (including electronic voting 344,694,938 votes )	89.98%
Votes against: 59,260votes (including electronic voting 59,260 votes )	0.01%
Votes invalid: 0 votes	0.00%
Votes abstained: 46,400,061votes (including electronic voting 46,376,113 votes )	10.00%

Proposal 2

Subject: Distribution of 2024 retained earnings. Approval is respectfully requested. (Proposed by the Board of Directors)

Explanation: The distribution of 2024 retained earnings was approved by the Board of Directors. Please refer to Attachment 3.

Resolution: It was resolved that the above proposal be approved as proposed. The result is as follows:

Shares represented at the time of voting: 463,730,069

follows: Shares represented at the time of voting:463,730,069
Voting Results	% of the total represented share present
Votes in favor: 420,448,800votes (including electronic voting 347,872,990 votes )	90.66%
Votes against: 5,132votes (including electronic voting 5,132 votes )	0.00%
Votes invalid: 0 votes	0.00%
Votes abstained: 43,276,137votes (including electronic voting 43,252,189 votes )	9.33%

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IV. Discussion Item

Proposal 1

Subject: Proposal to amend the Company's Articles of Incorporation.

Approval is respectfully requested.

(Proposed by the Board of Directors)

Explanation:

1. In compliance with the amendment to Article 14 , Paragraph 6 of the Securities and Exchange Act, the Company shall specify in its Articles of Incorporation that a certain percentage of annual profit shall be allocated for salary adjustments or compensation distribution to basic level employees. Additionally, to address the Company's operational needs, the Company proposes to amend part of its Articles of Incorporation.

2. For the comparison table of the amended provisions, please refer to Attachment 6.

Resolution: It was resolved that the above proposal be approved as proposed. The result is as follows:

Shares represented at the time of voting: 463,730,069

follows: Sharesrepresented at the time ofvoting: 463,730,069
Voting Results	% of the total represented share present
Votes in favor: 419,687,380votes (including electronic voting 347,111,570 votes )	90.50%
Votes against: 5,848votes (including electronic voting 5,848 votes )	0.00%
Votes invalid: 0 votes	0.00%
Votes abstained: 44,036,841votes (including electronic voting44,012,893votes )	9.49%

Proposal 2

Subject: Proposal for the issuance of 2025 new restricted employee shares.

• Approval is respectfully requested.

(Proposed by the Board of Directors)

Explanation:

1. To attract and retain key talents essential to the Company, and to incentivize employees to achieve the Company's operational goals, the Company proposes to issue New Restricted Employee Shares 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, as well as other relevant regulations.

2. The contents of the issuance of New Restricted Employee Shares are as follows:

3. 2-1. Expected total amount of issuance: A maximum of 2,700,000 common shares will be issued, accounting for approximately 0.5% of the outstanding common shares of the Company. The par value per share is NT$10, and the total amount is NT$27,000,000. The issuance shall be completed by once or multiple times within two years from the date of receipt of the notice

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of effectiveness of the report from the competent authority. The actual number of shares issued and the related expenses will be calculated based on the share price at the time of grant. The actual number of shares issued will be determined by the Board of Directors in accordance with applicable laws and regulations, and will be announced separately.

• 2-2. Conditions for issuance:

• 2-2-1. Expected issue price: The shares will be issued free of charge, with an issuance price of NT$0 per share.

• 2-2-2. Vesting conditions:

• 2-2-2-1. Employees must remain employed on each vesting date after being granted new restricted employee shares, and during the vesting period, must not violate the Company's labor contract, work rules, non-compete agreement, confidentiality agreement, or other contractual agreements with the Company. Additionally, they must meet the individual performance evaluation criteria set by their respective companies and the Company's operational goals. The vesting period is three years, with the vesting percentages on each annual vesting date as follows:

  • a. After one year, 33% of the shares vest.

  • b. After two years, an additional 33% of the shares vest.

  • c. After three years, the remaining 34% of the shares vest.

• 2-2-2-2. Individual performance evaluation criteria: The evaluation rating for the most recent year before the vesting period expires must be A+ or above.

• 2-2-2-3. Company operational goals: The performance indicators for the Company are pre-tax net profit margin, return on equity (ROE), and ESG. The weights and target conditions for each indicator are described in the table below. Each indicator has a set target value. For indicators that meet the target value, the vested share count for that year is calculated based on the corresponding weight. For indicators that do not meet the target value, the corresponding weight for the vested share count for that year is 0%. The performance indicator year refers to the fiscal year of the most recent audited financial statements before the vesting date. The performance indicators are calculated based on the consolidated financial statements audited and certified by accountants for the corresponding period required by the indicators.

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Performance Indicators	weighting	Target
Pre-Tax Net Profit Margin	30%	Exceed the Company’s three-year average Pre-Tax Net Profit Margin.
Return on Equity	30%	Exceed the Company’s three-year average Return on Equity or the average Return on Equity of the top 10 weighted constituent stocks in the TIP Customized Taiwan IC Design Representatives Total Return Index.
ESG	40%	MSCI annual ESG rating is BBB or above.(Note)

Note: The MSCI ESG rating period aligns with the performance assessment

period for the Pre-Tax Net Profit Margin and Return on Equity.

• 2-2-3. Measures to be taken when employees fail to meet the vesting conditions or in the event of inheritance: If an employee fails to meet the vesting conditions, the Company shall reclaim and cancel the shares without compensation. All other matters shall be handled in accordance with the issuance rules formulated by the Company.

• 2-2-4. Type(s) of shares issued: Common shares of the Company.

• 2-3. Qualification criteria for employees:

• 2-3-1. The applicable targets are full-time employees of the Company and its subsidiaries who are still employed on the date of granting new restricted employee shares, have achieved certain performance levels, and meet at least one of the following principles:

  • a. Highly relevant to the Company's future strategic development.

  • b. Critical to the Company's business operations.

  • c. Key technical talent.

• 2-3-2. The number of new restricted employee shares granted to eligible employees will be determined based on factors such as position level, work performance, overall contributions, special achievements, and other management-related considerations. The list of recipients and the corresponding number of shares will be approved by the Chairman and submitted to the Board of Directors for final approval. However, grants to directors or officers require prior approval from the Remuneration Committee, while grants to employees who are neither directors nor officers require prior approval from the Audit Committee.

• 2-3-3. The number and proportion of new restricted employee shares granted to any individual employee shall comply with the Regulations Governing the Offering and Issuance of Securities by Securities Issuers.

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• 2-4. The necessary reason for the issuance of New Restricted Employee Shares: To attract and retain key talents essential to the Company, motivate employees to achieve the Company's operational goals, and generate higher Company and shareholder benefits.

• 2-5. Estimated expense amount: The Company shall measure the fair value of the shares on the grant date and recognize the related expenses annually during the vesting period. Based on the vesting conditions, the total estimated expense is NT$1,503,900 thousand. The estimated amounts to be expensed from 2025 to 2028 are NT$124,072 thousand, NT$496,287 thousand, NT$500,047 thousand, and NT$383,494 thousand, respectively.

• 2-6. Dilution impact on the Company's earnings per share : Based on the current number of outstanding shares and the maximum number of new restricted employee shares to be issued, the estimated dilution in EPS from 2025 to 2028 is NT$0.24, NT$0.97, NT$0.97, and NT$0.75, respectively.

• 2-7. Other matters affecting shareholders’ equity: No significant impact on shareholders' equity.

• 2-8. Restrictions on the rights of new restricted employee shares granted to employees before the vesting conditions are met: Except for inheritance, employees are not allowed to sell, pledge, transfer, gift, encumber, or otherwise dispose of the new restricted employee shares granted to them before the vesting conditions are met. For other cases where rights are restricted, the issuance rules shall apply.

• 2-9. Other important terms and conditions (including stock trust custody, etc.): The new restricted employee shares issued by the Company shall be placed under custodial trust.

• For the Company’s Issuance Rules of 2025 New Restricted Employee Shares, please refer to Attachment 7.

• The new restricted employee shares proposed in this issuance can be reported to the competent authority multiple issues within one year from the date of the shareholders' meeting resolution. These shares shall be issued by once or multiple times within two years from the date of receipt of the notice of approval and effectiveness of the report from the competent authority, depending on actual needs.

• All relevant restrictions, important agreements, or any matters not covered in the proposal of this issuance shall be handled in accordance with relevant laws and regulations as well as the issuance rules formulated by the Company.

• If any conditions stipulated for the new restricted employee shares proposed in this issuance need to be revised due to instructions from the competent authority, amendments to relevant laws and regulations, or in response to changes in financial market conditions or objective circumstances, it is proposed to request the shareholders' meeting to authorize the board of directors or its authorized person to handle all matters related to such revisions.

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Resolution: It was resolved that the above proposal be approved as proposed. The result is as follows:

Shares represented at the time of voting: 463,730,069

follows: Shares represented at the time of voting:463,730,069
Voting Results	% of the total represented share present
Votes in favor: 416,325,453votes (including electronic voting 343,749,643 votes )	89.77%
Votes against: 4,010,496votes (including electronic voting 4,010,496 votes )	0.86%
Votes invalid: 0 votes	0.00%
Votes abstained: 43,394,120votes (including electronic voting 43,370,172 votes )	9.35%

Proposal 3

Subject: Proposal to release the non-compete restriction on a director.

Approval is respectfully requested.

(Proposed by the Board of Directors)

Explanation:

1. Pursuant to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

2. Since an independent director is engaged in business activities that are the same as or similar to the business scope of the Company, which constitutes a competitive situation, the following item is proposed for approval at the shareholders' meeting in accordance with the law to release the non-compete restriction.

Title	Name	Concurrent Position of another Company
Independent Director	Yang, Pan-Chyr	Representative of the juristic person director and Chairman of Diamond Biofund.

Resolution: It was resolved that the above proposal be approved as proposed. The result is as

follows:

Shares represented at the time of voting: 463,730,069

follows: Shares represented at the time of voting:463,730,069
Voting Results	% of the total represented share present
Votes in favor: 403,087,015votes (including electronic voting 330,511,205 votes )	86.92%
Votes against: 727,793votes (including electronic voting727,793votes )	0.15%
Votes invalid: 0 votes	0.00%

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Voting Results	% of the total represented share present
Votes abstained: 59,915,261votes (including electronic voting 59,891,313 votes )	12.92%

V. Extraordinary Motions: None.

VI. Adjournment

Note: No questions were raised by shareholders on any of the proposals at this shareholders' meeting.

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Attachment 1: Business Report

Business Report

Dear Shareholders, Ladies and Gentlemen:

1. 2024 Operating Results

The semiconductor industry was poised for a resurgence in 2024 as customer and supply chain inventories gradually stabilized, end-market demand bounced back, and the rise of generative AI fueled the need for intelligent applications in servers and edge devices. According to the World Semiconductor Trade Statistics (WSTS), global semiconductor industry revenue was projected to reach USD 627 billion in 2024, marking a 19.0% increase from 2023. This remarkable growth was primarily driven by two sectors: memory, anticipated to grow by 81.0%, and logic products, expected to grow by 16.9%.

Amidst stabilizing demand in its key markets and the conclusion of inventory adjustments, Realtek achieved notable growth in both revenue and profitability in 2024, despite ongoing external uncertainties and challenges. The Realtek Group's consolidated revenue for 2024 amounted to NTD 113.4 billion, representing a 19.1% increase from the previous year. Operating gross profit reached NTD 57.16 billion, reflecting a 40.3% growth compared to the previous year. The net profit after tax was NTD 15.29 billion, a substantial 67.1% increase from the previous year, resulting in earnings per share of NTD 29.82.

Realtek remains committed to technological innovation, dedicated to enhancing product performance and differentiation, showcasing its competitive edge and outstanding performance in the global market. According to the Taiwan Intellectual Property Office's announcement of the top 100 domestic corporate patents for 2024, Realtek has secured 262 invention patents, ranking 6. Additionally, the company has been named one of Clarivate's "Top 100 Global Innovators" once again. These achievements highlight our proactive patent strategy and innovative prowess.

Furthermore, Realtek's products have demonstrated their strength in various industry evaluations in 2024, earning numerous awards and recognitions. At the 2024 Computex Taipei, Realtek's new generation IoT smart home SoC (RTL8730E) won the Best Choice Golden Award. Three other products—the 2.5GBASE-T1 MACsec Ethernet Transceiver (RTL9021AS), the Smart Automotive Audio Processor (ALC5575), and the Wi-Fi 7 4x5 Wireless SoC (RTL8934AR)—received Best Choice Category Awards. The 5 Gigabit Ethernet Controller (RTL8126-CG) won the 33rd Taiwan Excellence Award. The Automotive Smart Audio DSP with Neural Network Accelerator (ALC5575) received the 2024 Asia Golden Selection Award for "Best Potential IP/Processor of the Year.” The - IoT Smart Home SoC (RTL8730E) was awarded the "Hsinchu Science Park Outstanding Company Innovative Product Award" for 2024. Additionally, Realtek was named one of the World's Most Trustworthy Tech Hardware Companies for 2024 by Newsweek.

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These accolades not only affirm Realtek's product competitiveness and technical capabilities but also position the awarded products to contribute significantly to the company's future growth momentum.

While committed to pursuing revenue and profit growth, Realtek is also actively working towards corporate sustainability. By strengthening corporate governance, promoting green operations, and innovating products, the company creates a safe and happy work environment and drives various social care projects, exerting a positive corporate influence.

In 2024, Realtek signed the Science Based Targets initiative (SBTi) commitment, aligning their greenhouse gas emission reduction plan with the goal of limiting global temperature rise to 1.5°C, and pledged to achieve net zero emissions by 2050. Regarding renewable energy usage, Realtek aims to achieve RE50 by 2030 and RE100 by 2050.

The Biomedical Office 1, set to commence operations in 2025, is on track to obtain Taiwan's EEWH Gold Certification and the US LEED Gold Certification for green buildings. By designing low-power products and collaborating with key suppliers, Realtek aims to reduce greenhouse gas emissions from product manufacturing and usage. These goals and actions reflect Realtek's determination and efforts in achieving environmental sustainability.

2. 2025 Business Plan

Realtek remains focused on technical and product innovation to solidify its market leadership while actively exploring emerging application markets to achieve steady growth in both revenue and profitability. Looking forward to 2025, with the gradual recovery in end-market demand and new opportunities driven by generative AI in edge computing and cloud servers, Realtek is allocating resources to develop more competitive new products in networking, consumer electronics, personal computers and peripherals, automotive, and other emerging applications. This strategic investment aims to promote mainstream market technology upgrades and expand niche application markets.

In response to the rapid development and technological advancements of generative AI, Realtek continues to release products that meet market and customer expectations. In the realm of wireless networking, since the Wi-Fi Alliance initiated Wi-Fi 7 product certification in 2024, Realtek's Wi-Fi Certified 7™ solutions have been successfully introduced in high-end PCs and router markets, with penetration rates expected to further increase in 2025. Additionally, as the demand for higher bandwidth and internet speeds grows, Wi-Fi 7 technology will gradually be adopted in gaming consoles and telecom broadband equipment.

Realtek, known as the enabler of mainstream market specifications, actively assists clients in optimizing solutions across various applications, driving market penetration through technological innovation and strategic market positioning. Realtek's IoT solutions, centered around AI edge computing, offer high efficiency and user privacy protection even without cloud collaboration. To achieve this, Realtek continuously enhances efficient cloud access capabilities while strengthening local sensing and AI computing abilities. This, combined with natural voice

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and image-based human-machine interfaces, has earned the trust of leading home appliance and consumer electronics brands.

In the Bluetooth chip sector, Realtek is dedicated to developing products that support highperformance microcontrollers (MCUs) and ultra-low power consumption combinations, ensuring cost advantages and compatibility. For example, high-performance MCU products cater to computer gaming peripherals, offering single-chip solutions for gaming keyboards and mice that support wired, wireless, and BLE modes. Ultra-low power consumption products include Apple/Google Find My personal Bluetooth item tracking solutions and low-power solutions for electronic shelf labels (ESL), actively expanding into new application areas driven by green trends.

Furthermore, Realtek continues to collaborate with IoT-related organizations and leaders. As a primary partner of the IoT standard "Matter," Realtek has introduced solutions that comply with this standard, helping clients address interoperability issues within smart homes. In 2025, Realtek plans to introduce solutions for more diverse application scenarios, providing consumers with a more intuitive, reliable, and secure smart home experience, thereby enhancing daily convenience.

In the realm of wired networking, the adoption rate of 2.5GbE and 5GbE Ethernet chips in the motherboard market has been increasing annually, driven by specification upgrades. Governments and telecom operators around the world are accelerating the implementation of 10GPON and Wi-Fi 7 router infrastructure upgrades, further boosting demand for Multi-G Ethernet controllers and switches. Realtek introduced high-end campus network aggregation level 24/48*10GbE switch solutions in 2024, which have been adopted by major telecom companies. This is expected to drive new growth in their 2025 performance. In response to the trend of fiber optic network upgrades, Realtek launched the 25GPON Single Family Unit (SFU) solution, collaborating with several operators to deliver unprecedented 25Gbps fiber access speeds, showcasing Realtek's leadership in fiber-optic communication products (FTTx).

In the personal computer application sector, IDC reports indicate that PC shipments remained stable in 2024, showing a 0.8% increase compared to the previous year. In 2025, driven by the upgrade from Windows 10 to Windows 11, shipment growth is projected to reach 4.3%. Additionally, brand manufacturers are optimistic that AI PCs will become the key driver for PC upgrades in the coming years and are actively developing various new applications to enhance user experience. Realtek's audio products have incorporated Target Speaker Enhancement and Hearing Protection & Hearing Compensation technologies, focusing on privacy, security, and health. These innovations expand the application scope from online meetings and live streaming to generative AI applications.

In the field of image signal processing chips, Realtek's high-integration edge computing solutions, which offer power-saving and intelligent detection for human-machine interaction, have received high praise from leading PC brands and are being integrated into high-end commercial and consumer models. New products, featuring next-generation imaging technology, are expected to launch in 2025, maintaining Realtek's market leadership. Furthermore, with the

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upgrade of high-speed interface product specifications, Realtek has introduced USB4 hubs, USB4 Retimers, and USB4 v2 Redriver solutions, providing customers with a comprehensive range of product options.

In the realm of multimedia applications, Realtek is at the forefront of developing advanced artificial intelligence (AI) technology for TV system-on-chip solutions. By integrating industryleading image enhancement and audio optimization, Realtek delivers exceptional audiovisual experiences. The chips are equipped with AI analysis technology that can instantly recognize scenes and various objects within the images, automatically adjusting color, contrast, and brightness. Whether it is for movies, sports events, or gaming, the result is realistic detail and vivid color.

As we enter the AI era, Realtek’s LCD controller chips not only meet the demands for high resolution, high refresh rates, and superior image color performance with the latest external display interfaces, but also provide comprehensive solutions. These solutions include AI sensing monitors, AIoT monitors, and AIoT docking stations, which are equipped with AIoT and AI cameras, thus offering innovative applications for the industry.

Despite the automotive semiconductor market underperforming in 2024 due to end-market demand and inventory adjustments, the demand from major car manufacturers for automotive Ethernet continues to experience steady growth, driven by the continuous development of smart connected vehicles and zonal architecture. Realtek has outperformed the overall market by leveraging its comprehensive automotive Ethernet PHY and highly integrated switch product series. In 2024, Realtek successfully launched the 2.5GBASE-T1 automotive Ethernet controller chip, meeting the future demand for high-speed automotive Ethernet. Additionally, Realtek plans to develop a series of high-speed MIPI asymmetric PHY bridge transceivers suitable for automotive camera applications. Other products, such as automotive AI-supporting voice DSP SoC, power amplifier chip series, Wi-Fi/Bluetooth, and in-car entertainment system solutions, will also become key growth drivers for Realtek in the automotive sector over the coming years.

Benefiting from the growing demand for higher data transmission rates in data centers and telecommunications markets and the increased investment in network equipment by cloud service providers, the optical communication market is expected to maintain a high growth trend in the coming years. To capitalize on this trend, Realtek plans to launch 100G Optical PHY products in 2025 and is actively developing PAM4 DSP chips that support cutting-edge 400G and 800G modules, comprehensively targeting future data center applications.

3. Strategy for Future Development and Impact by Competitive, Regulatory, and Macro Conditions

Looking ahead, the semiconductor industry will continue to be influenced by external factors such as national policies and international dynamics. However, with the gradual recovery of end-user demand, coupled with the development of AI servers and AI applications in devices, there is potential for growth driven by specification upgrades, new products, and new

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applications.

Realtek's various solutions have already integrated embedded AI accelerators, enhancing both audio-visual and network connectivity functionalities and performance. Additionally, Realtek leverages AI technology in daily operations to accelerate and optimize product development, as well as improve business process efficiency.

In response to the rapidly changing industry environment, Realtek remains committed to sustainable corporate development by continuously strengthening corporate governance and risk management, expanding investment in R&D, and attracting and nurturing professional talent. Our aim is to deliver more competitive and high-value-added solutions while also promoting a green supply chain to achieve net-zero targets and contribute to a sustainable planet.

Lastly, we express our gratitude to our shareholders for their long-term support and trust. We will continue to seize new growth opportunities and enhance shareholder value.

We wish you all health and success in the future.

Chairman: Chiu, Sun-Chien

President: Yen, Kuang-Yu

Controller: Chang, Jr-Neng

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Attachment 2: Audit Committee’s review report

Audit Committee’s review report

The Board of Directors hereby submits the Company's 2024 business report, financial statements, and distribution of retained earnings. The financial statements have been audited by PricewaterhouseCoopers, who have concluded that they fairly present the Company's financial position, operating performance, and cash flows. Upon review by the Audit Committee, no objections were raised. Therefore, in accordance with the Securities and Exchange Act and the Company Act, we report as above.

To:

2025 Annual Shareholders’ Meeting

Realtek Semiconductor Corp.

Chairman of the Audit Committee: Hsieh, Yin-Ching February 26, 2025

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Attachment 3: Distribution of retained earnings

Realtek Semiconductor Corporation Distribution of retained earnings

2024

Distribution of retained earnings 2024
	Unit: NT dollars
Item	Amount
2024Net Income after taxes	15,291,441,963
Minus: Other equityCarries Forward Retained Earnings	(392,108,830)
2024 Earnings Available for Distribution	14,899,333,133
Plus: Previous Year’s Unappropriated Earnings	17,152,317,889
Cumulative Earnings Available for Distribution for 2024	32,051,651,022
Items for Distribution:
Dividends toShareholders(distributed in cash)	(13,078,022,846)
Unappropriated Retained Earnings	18,973,628,176

According to No. 871941343 official letter issued by Ministry of Finance on April 30, 1998, distribution of retained earnings shall be used in specific identification method. The first priority of distribution of retained earnings is 2024 profit, then the following sequence adopted in last-in firstout method are the previous year’s part before 2024 if insufficiency based on the principles of the Company’s profit distribution.

Chairman: Chiu, Sun-Chien President: Yen, Kuang-Yu

Controller: Chang, Jr-Neng

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Attachment 4: Independent Auditors’ Report and 2024 Consolidated Financial Statements

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR24000260

To the Board of Directors and Shareholders of Realtek Semiconductor Corporation

Opinion

We have audited the accompanying consolidated balance sheets of Realtek Semiconductor Corporation and subsidiaries (the “Group”) as at December 31, 2024 and 2023, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2024 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

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Key audit matters for the Group’s 2024 consolidated financial statements are stated as follows:

Evaluation of inventories

Description

Refer to Note 4(13) of the consolidated financial statements for inventory evaluation policies, Note 5(2) for uncertainty of accounting estimates and assumptions of inventory evaluation and Note 6(6) for the details of inventories.

The Group is primarily engaged in researching, developing, manufacturing, selling of various integrated circuits and related application software. Inventories are stated at the lower of cost and net realizable value. Due to the balances of inventories are significant to the financial statements and the rapid technological changes in the industry, there is a higher risk of decline in market value and obsolescence of inventories. Thus, we considered the evaluation of inventories as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

1. Obtained an understanding of accounting policies on the provision of allowance for inventory valuation losses and assessed the reasonableness.

2. Validated the accuracy of inventory aging report, as well as sampled and confirmed the consistency of quantities and amounts with detailed inventory listing, verified dates of movements with supporting documents and ensured the proper categorization of inventory aging report.

3. Evaluated and confirmed the reasonableness of net realizable value for inventories through validating respective supporting documents.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion with other matter section on the parent company only financial statements of Realtek Semiconductor Corporation as at and for the years ended December 31, 2024 and 2023.

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Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement and professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

19

1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

2. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Group to cease to continue as a going concern.

3. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

4. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

20

Li, Tien-Yi Cheng, Ya-Huei

For and on behalf PricewaterhouseCoopers, Taiwan

February 27, 2025

---------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

21

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

Assets	Notes 6(1) 6(2) 6(4) 6(5) 6(5) and 7 6(6) 6(2) 6(3) 6(4) and 8 6(7) 6(8) 6(9) 6(10) 6(11) 6(28) 9	December 31, 2024	% 13 7 29 11 2 - 12 - 74 - 3 8 - 9 2 - 2 - 2 26 100	December 31, 2023
		AMOUNT $ 14,812,459 7,520,809 32,766,211 12,305,290 2,641,074 604,664 13,506,049 501,451 84,658,007 - 3,340,653 9,067,774 120,646 9,610,167 1,681,636 31,121 2,659,135 437,137 2,290,454 29,238,723 $ 113,896,730		AMOUNT $ 10,268,291 948,832 32,373,191 10,663,065 2,093,922 616,624 11,756,934 566,761 69,287,620 53,000 3,126,098 5,509,030 131,794 8,754,486 1,767,795 33,878 2,624,598 337,312 2,189,659 24,527,650 $ 93,815,270	%
Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortised cost - current 1170 Accounts receivable, net 1180 Accounts receivable, net - related parties 1200 Other receivables 130X Inventories, net 1410 Prepayments 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non- current 1517 Financial assets at fair value through other comprehensive income - non-current 1535 Financial assets at amortised cost - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets					11 1 34 11 2 1 13 1
					74
					- 3 6 - 9 2 - 3 1 2
					26
					100

(Continued)

22

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

Liabilities andEquity Current liabilities 2100 Short-term borrowings 2130 Contract liabilities - current 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2280 Lease liabilities - current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2550 Provisions - non-current 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common shares Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3350 Undistributed earnings Other equity interest 3400 Other equity interest 31XX Equity attributable to holders of the parent company 36XX Non-controlling interest 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments 3X2X Total liabilities and equity	Notes	December 31, 2024	% 4 - 8 - 28 - 2 - 9 51 - 1 - 1 - 2 53 5 - 8 28 6 47 - 47 100	December 31, 2023
		AMOUNT $ 4,500,000 413,754 9,255,237 328,371 31,243,185 80,507 2,134,229 113,601 9,892,091 57,960,975 - 1,266,560 265,722 1,361,638 84,347 2,978,267 60,939,242 5,128,636 287,282 8,882,764 32,051,651 6,597,430 52,947,763 9,725 52,957,488 $ 113,896,730		AMOUNT $ 4,250,000 336,648 6,904,009 369,104 24,513,037 60,293 1,764,021 139,213 7,909,427 46,245,752 2,227,346 1,392,138 203,766 1,408,856 99,250 5,331,356 51,577,108 5,128,636 542,048 8,882,764 24,845,272 2,829,740 42,228,460 9,702 42,238,162 $ 93,815,270	%
	6(12) 6(21) 7 6(13) 7 6(21) 6(14) 6(16) 6(28) 6(15) 6(17) 6(18) 6(19) 6(20) 9				5 - 7 - 26 - 2 - 9
					49
					2 2 - 2 -
					6
					55
					5 1 9 27 3
					45
					-
					45
					100

23

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)

Items

Year ended December 31 2024 2023 Notes AMOUNT % AMOUNT % 6(21) and 7 $ 113,393,698 100 $ 95,179,276 100 6(6) and 7 ( 56,231,862 )( 50)( 54,431,219) ( 57) 57,161,836 50 40,748,057 43 6(26)(27) and 7 ( 4,793,105 ) ( 4)( 3,864,715) ( 4) ( 5,328,736 ) ( 5)( 3,768,586) ( 4) ( 33,543,624 ) ( 29)( 26,434,295) ( 28) 12(2) 5,175 - ( 25,469) - ( 43,660,290 )( 38)( 34,093,065) ( 36) 13,501,546 12 6,654,992 7 6(22) 2,792,033 2 2,581,961 3 6(23) 305,375 - 203,976 - 6(24) 71,467 - 398,354 - 6(25) ( 288,398 ) - ( 247,459) - 6(7) ( 40,813 ) - ( 47,189) - 2,839,664 2 2,889,643 3 16,341,210 14 9,544,635 10 6(28) ( 1,049,685 )( 1)( 391,797) - $ 15,291,525 13 $ 9,152,838 10 6(20) 6(3) $ 229,072 - ($ 123,789) - 3,146,510 3 283,799 - $ 3,375,582 3 $ 160,010 - $ 18,667,107 16 $ 9,312,848 10 $ 15,291,442 13 $ 9,152,772 10 83 - 66 - $ 15,291,525 13 $ 9,152,838 10 $ 18,667,024 16 $ 9,312,782 10 83 - 66 - $ 18,667,107 16 $ 9,312,848 10 6(29) $ 29.82 $ 17.85 6(29) $ 29.32 $ 17.59

4000 Operating revenue 5000 Operating costs 5950 Gross profit Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit gains (losses) 6000 Total operating expenses 6900 Operating income Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of loss of associates and joint ventures accounted for under equity method 7000 Total non-operating income and expenses 7900 Profit before income tax, net 7950 Income tax expense 8200 Net income for the yaer Other comprehensive income (losses), net Components of other comprehensive income (losses) that will not be reclassified to profit or loss 8316 Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income Components of other comprehensive income (losses) that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8300 Other comprehensive income, net 8500 Total comprehensive income for the year Net income attributable to: 8610 Equity holders of the parent company 8620 Non-controlling interest Net income for the year Comprehensive income attributable to: 8710 Equity holders of the parent company 8720 Non-controlling interest Total comprehensive income for the year Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share

24

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

2023 Balance at January 1, 2023 Net income for the year Other comprehensive income (losses) for the year Total comprehensive income (losses) for the year Distribution of 2022 earnings Legal reserve Reversal of special reserve Cash dividends Cash from capital surplus Change in equity of associates accounted for under equity method Disposal of financial assets at fair value through other comprehensive income or losses Cash dividends returned Changes in non-controlling interest Balance at December 31, 2023 2024 Balance at January 1, 2024 Net income for the yaer Other comprehensive income for the year Total comprehensive income for the yaer Distribution of 2023 earnings Cash dividends Cash from capital surplus Change in equity of associates accounted for under equity method Disposal of financial assets at fair value through other comprehensive income or losses Cash dividends returned Changes in non-controlling interest Balance at December 31, 2024	Notes						Equity a	Equity a	ttributable to own	er	s ofthe parent com	pany	pany	pany	pany				Non-controlling interest		Totalequity
			Commonshares		Capitalsurplus			R	etained earnings			Otherequityinterest					Total
							Legal reserve		Special reserve		Undistributed earnings	Financial statements translation differences of foreignoperations		U	nrealised income (losses) from financial assets measured at fair value through other comprehensive income
	6(20) 6(19) 6(19) 6(19) 6(18)(19) 6(18) 6(20) 6(18) 6(20) 6(19) 6(18)(19) 6(18) 6(20) 6(18)		$ 5,128,636 - - - - - - - - - - - $ 5,128,636 $ 5,128,636 - - - - - - - - - $ 5,128,636	$ 1,045,147 - - - - - - ( 512,864 ) 9,549 - 216 - $ 542,048 $ 542,048 - - - - ( 256,432 ) 1,315 - 351 - $ 287,282			$ 7,262,359 - - - 1,620,405 - - - - - - - $ 8,882,764 $ 8,882,764 - - - - - - - - - $ 8,882,764	$ 1,776,089 - - - - ( 1,776,089 ) - - - - - - $ - $ - - - - - - - - - - $ -		$ 28,854,826 9,152,772 - 9,152,772 ( 1,620,405 ) 1,776,089 ( 13,334,455 ) - - 16,445 - - $ 24,845,272 $ 24,845,272 15,291,442 - 15,291,442 ( 7,692,955 ) - - ( 392,108 ) - - $ 32,051,651			$ 1,294,358 - 283,799 283,799 - - - - - - - - $ 1,578,157 $ 1,578,157 - 3,146,510 3,146,510 - - - - - - $ 4,724,667	$ 1,391,817 - ( 123,789 ) ( 123,789 ) - - - - - ( 16,445 ) - - $ 1,251,583 $ 1,251,583 - 229,072 229,072 - - - 392,108 - - $ 1,872,763		$ 46,753,232 9,152,772 160,010 9,312,782 - - ( 13,334,455 ) ( 512,864 ) 9,549 - 216 - $ 42,228,460 $ 42,228,460 15,291,442 3,375,582 18,667,024 ( 7,692,955 ) ( 256,432 ) 1,315 - 351 - $ 52,947,763		$ 9,718 66 - 66 - - - - - - - ( 82 ) $ 9,702 $ 9,702 83 - 83 - - - - - ( 60 ) $ 9,725		$ 46,762,950 9,152,838 160,010 9,312,848 - - ( 13,334,455 ) ( 512,864 ) 9,549 - 216 ( 82 ) $ 42,238,162 $ 42,238,162 15,291,525 3,375,582 18,667,107 ( 7,692,955 ) ( 256,432 ) 1,315 - 351 ( 60 ) $ 52,957,488

19

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortization Expected credit (gains) losses Interest expense Interest income Dividend income Gains on financial assets at fair value through profit or loss Share of losses of associates and joint ventures accounted for under equity method Losses (gains) on disposal of property, plant and equipment Gains on disposal of investments Impairment losses on financial assets Gains arising from lease modifications Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss - current Accounts receivable, net Accounts receivable, net - related parties Other receivables Inventories Prepayments Changes in operating liabilities Contract liabilities - current Accounts payable Accounts payable - related parties Other payables Other payables - related parties Other current liabilities Provisions - non-current Accrued pension obligations

Year ended December 31 Notes 2024 2023 $ 16,341,210 $ 9,544,635 6(26) 1,460,905 1,308,355 6(11)(26) 1,883,109 1,716,487 12(2) ( 5,175 ) 25,469 6(25) 288,398 247,459 6(22) ( 2,792,033 ) ( 2,581,961 ) 6(23) ( 18,575 ) ( 33,337 ) 6(2)(24) ( 79,049 ) ( 81,860 ) 6(7) 40,813 47,189 6(24) 78 ( 5,275 ) 6(24) - ( 305,599 ) 6(24) 53,000 - 6(24) ( 146 ) - ( 1,998,912 ) 692,017 ( 1,636,134 ) ( 1,267,400 ) ( 548,068 ) 497,629 10,339 15,161 ( 1,749,115 ) 13,795,609 65,310 ( 42,236 ) 77,106 218,896 2,351,228 ( 3,436,070 ) ( 40,733 ) 212,808 6,649,569 ( 3,893,027 ) 20,214 ( 30,108 ) 1,982,664 ( 1,049,852 ) ( 209,601 ) 124,713 ( 2,404 ) ( 3,632 )

(Continued)

20

REALTEK SEMICONDUCTOR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

Cash inflow generated from operations Interest received Dividends received Interest paid Income tax paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income or losses Acquisition of financial assets at amortised cost Proceeds from disposal of financial assets at amortised cost Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets (Increase) decrease in refundable deposits Decrease in other non-current assets Net cash flows (used in) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Increase in long-term borrowings Decrease in long-term borrowings Repayment of principal portion of lease liabilities Decrease in guarantee deposits Cash from capital surplus and cash dividends Cash dividends returned Net cash flows used in financing activities Effect of exchange rate Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Year ended December 31 Notes 2024 2023 $ 22,143,998 $ 15,716,070 2,793,654 2,438,945 18,575 33,337 ( 292,547 ) ( 250,334 ) ( 729,593) ( 41,732 ) 23,934,087 17,896,286 ( 4,652,794 ) - 158,781 309,442 - ( 64,302 ) 18,093 18,041 120,509 - ( 39,991,204 ) ( 50,550,558 ) 38,762,429 54,981,575 ( 28,350 ) - 6(30) ( 2,346,904 ) ( 2,166,602 ) - 15,428 6(30) ( 1,647,943 ) ( 1,461,125 ) ( 99,791 ) 830 - 1,737 ( 9,707,174) 1,084,466 6(31) 88,214,680 134,242,945 6(31) ( 87,964,680 ) ( 143,730,939 ) 6(31) - 511,090 6(31) ( 2,239,560 ) - 6(31) ( 126,960 ) ( 114,716 ) 6(31) ( 285 ) ( 92 ) ( 7,949,387 ) ( 13,847,319 ) 351 216 ( 10,065,841) ( 22,938,815 ) 383,096 472,319 4,544,168 ( 3,485,744 ) 10,268,291 13,754,035 $ 14,812,459$ 10,268,291

21

Attachment 5: Independent Auditors’ Report and 2024 Parent Company Only Financial Statements

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR24000253

To the Board of Directors and Shareholders of Realtek Semiconductor Corporation

Opinion

We have audited the accompanying parent company only balance sheets of Realtek Semiconductor Corporation (the “Company”) as at December 31, 2024 and 2023, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial satatements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company’s 2024 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s 2024 parent company only financial statements are stated as follows:

22

Evaluation of inventories

Description

Refer to Note 4(12) of the parent company only financial statements for inventory valuation policies, Note 5(2) for uncertainty of accounting estimates and assumptions of inventory valuation and Note 6(3) for the details of inventories.

The Company is primarily engaged in researching, developing, manufacturing, selling of various integrated circuits and related application software. Inventories are stated at the lower of cost and net realizable value. Due to the balances of inventories are significant to the financial statements and the rapid technological changes in the industry, there is a higher risk of decline in market value and obsolescence of inventories. Thus, we considered the valuation of inventories as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

1. Obtained an understanding of accounting policies on the provision for inventory valuation losses and assessed the reasonableness.

2. Validated the accuracy of inventory aging report, as well as sampled and confirmed the consistency of quantities and amounts with detailed inventory listing, verified dates of movements with supporting documents and ensured the proper categorization of inventory aging report.

3. Evaluated and confirmed the reasonableness of net realizable value for inventories through validating respective supporting documents.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

23

Auditor’s responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards of Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with Standards on Auditing of the Republic of China, we exercise professional judgement and skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Company to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent

24

company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Li, Tien-Yi[Cheng, Ya-Huei ]

For and on behalf of PricewaterhouseCoopers, Taiwan

February 27, 2025

---

The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

25

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

Assets Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortised cost - current 1170 Accounts receivable, net 1180 Accounts receivable, net - related parties 1200 Other receivables 1210 Other receivables - related parties 130X Inventories, net 1410 Prepayments 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non- current 1517 Financial assets at fair value through other comprehensive income - non-current 1535 Financial assets at amortised cost - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets	Notes 6(1) 6(2) 6(2) and 7 7 6(3) 8 6(4) 6(5) 6(6) 6(7) 6(23) 9	December31,2024 AMOUNT % 7,083,963 7 677,158 1 1,639,050 2 7,013,282 7 1,453,622 1 80,594 - 244,160 - 9,218,023 9 332,823 - 27,742,675 27 - - 73,865 - 140,453 - 59,274,486 57 9,245,962 9 1,546,507 2 2,618,949 3 360,563 - 2,267,910 2 75,528,695 73 103,271,370 100	December31,2023	December31,2023
		AMOUNT 7,083,963 677,158 1,639,050 7,013,282 1,453,622 80,594 244,160 9,218,023 332,823 27,742,675 - 73,865 140,453 59,274,486 9,245,962 1,546,507 2,618,949 360,563 2,267,910 75,528,695 103,271,370	AMOUNT 2,406,399 79,523 - 7,616,665 1,362,924 1,220 3,224,525 7,819,879 369,046 22,880,181 53,000 180,901 89,598 46,919,559 8,382,515 1,574,916 2,575,121 287,659 2,170,167 62,233,436 85,113,617	%
				3 - - 9 2 - 4 9 -
				27
				- - - 55 10 2 3 - 3
				73
				100

(Continued)

26

REALTEK SEMICONDUCTOR CORPORATION

		REALTEK SEMICONDUCTOR CORPORATION	REALTEK SEMICONDUCTOR CORPORATION
		PARENT COMPANY ONLY BALANCE SHEETS
		DECEMBER 31, 2024 AND 2023
		(Expressed in thousands of New Taiwan dollars)
			December31,2024		December31,2023
	Liabilities and Equity	Notes	AMOUNT	%	AMOUNT	%
	Current liabilities
2100	Short-term borrowings	6(8)	4,500,000	4	4,250,000	5
2130	Contract liabilities - current	6(16)	183,330	-	131,853	-
2170	Accounts payable		5,627,798	6	4,958,007	6
2180	Accounts payable - related	7
	parties		212,428	-	311,850	-
2200	Other payables	6(9)	29,134,620	28	21,694,542	26
2220	Other payables - related parties	7	77,329	-	279,265	-
2230	Current income tax liabilities		1,622,093	2	1,748,109	2
2280	Lease liabilities - current		42,060	-	29,191	-
2300	Other current liabilities	6(16)	7,278,485	7	5,630,149	7
21XX	Total current liabilities		48,678,143	47	39,032,966	46
	Non-current liabilities
2540	Long-term borrowings	6(10)	-	-	2,227,346	3
2570	Deferred income tax liabilities	6(23)	265,722	1	203,766	-
2580	Lease liabilities - non-current		1,296,801	1	1,322,500	1
2600	Other non-current liabilities	6(11)	82,941	-	98,579	-
25XX	Total non-current liabilities		1,645,464	2	3,852,191	4
2XXX	Total liabilities		50,323,607	49	42,885,157	50
	Equity
	Share capital	6(12)
3110	Common shares		5,128,636	5	5,128,636	6
	Capital surplus	6(13)
3200	Capital surplus		287,282	-	542,048	1
	Retained earnings	6(14)
3310	Legal reserve		8,882,764	9	8,882,764	10
3350	Undistributed earnings		32,051,651	31	24,845,272	29
	Other equity interest	6(15)
3400	Other equity interest		6,597,430	6	2,829,740	4
3XXX	Total equity		52,947,763	51	42,228,460	50
	Significant contingent liabilities	9
	and unrecognized contract
	commitments
3X2X	Total liabilities and equity		103,271,370	100	85,113,617	100

27

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)

Items 4000 Operating revenue 5000 Operating costs 5900 Gross profit 5910 Unrealized profit from sales 5920 Realized profit from sales 5950 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit gains (losses) 6000 Total operating expenses 6900 Operating income Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of associates and joint ventures accounted for under equity method 7000 Total non-operating income and expenses 7900 Profit before income tax, net 7950 Income tax expense 8200 Net income for the year Other comprehensive income (losses), net Components of other comprehensive income (losses) that will not be reclassified to profit or loss 8316 Unrealised losses from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income (losses) of associates and joint ventures accounted for under equity method 8310 Total other comprehensive income (losses) that will not be reclassified to profit or loss Components of other comprehensive income (losses) that will be reclassified to profit or loss 8380 Share of other comprehensive income of associates and joint ventures accounted for under equity method 8300 Other comprehensive income, net 8500 Total comprehensive income for the year Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share

Year ended December 31 2024 2023 Notes AMOUNT % AMOUNT % 6(16) and 7 $ 75,482,296 100 $ 61,378,334 100 6(3) and 7 ( 39,649,469 )( 53)( 34,470,870)( 56) 35,832,827 47 26,907,464 44 ( 173 ) - ( 698) - 280 - 566 - 35,832,934 47 26,907,332 44 6(21)(22) and 7 ( 3,708,204 ) ( 5) ( 2,496,684) ( 4) ( 3,841,679 ) ( 5) ( 2,624,997) ( 4) ( 28,103,442 ) ( 37) ( 20,057,180) ( 33) 12(2) 5,175 - ( 25,469) - ( 35,648,150 )( 47)( 25,204,330)( 41) 184,784 - 1,703,002 3 6(17) and 7 338,243 1 307,216 - 6(18) and 7 243,727 - 118,103 - 6(19) ( 87,902 ) - 327,900 1 6(20) ( 279,055 ) - ( 235,939) - 6(4) 15,397,428 20 7,317,490 12 15,612,441 21 7,834,770 13 15,797,225 21 9,537,772 16 6(23) ( 505,783 )( 1)( 385,000)( 1) $ 15,291,442 20 $ 9,152,772 15 6(15) ( $ 107,036 ) - ($ 50,099) - 336,108 1 ( 73,690) - 229,072 1 ( 123,789) - 3,146,510 4 283,799 - $ 3,375,582 5 $ 160,010 - $ 18,667,024 25 $ 9,312,782 15 6(24) $ 29.82 $ 17.85 6(24) $ 29.32 $ 17.59

28

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

									Retained Earnings	Retained Earnings					Other	equity interest	equity interest	equity interest	equity interest
																			Unrealised
																		income (losses)
																		from financial
															Financial		assets measured at
															statements translation		fair		value through other
	Notes	Common shares			Capital surplus			Legal reserve	Special reserve			Undistributed earnings		differences of foreign operations				comprehensive income			Total equity
2023
Balance at January 1, 2023		$	5,128,636	$		1,045,147	$	7,262,359	$	1,776,089		$	28,854,826	$	1,294,358		$		1,391,817	$	46,753,232
Net income for the year			-			-		-		-			9,152,772			-			-		9,152,772
Other comprehensive income (losses) for the year	6(15)		-			-		-		-			-		283,799		(		123,789 )		160,010
Total comprehensive income (losses) for the year			-			-		-		-			9,152,772		283,799		(		123,789 )		9,312,782
Distribution of 2022 earnings
Legal reserve	6(14)		-			-		1,620,405		-	(		1,620,405 )			-			-		-
Reversal of special reserve	6(14)		-			-		-	(	1,776,089 )			1,776,089			-			-		-
Cash dividends	6(14)		-			-		-		-	(		13,334,455 )			-			-	(	13,334,455 )
Cash from capital surplus	6(13)(14)		-	(		512,864 )		-		-			-			-			-	(	512,864 )
Changes in equity of associates accounted for under equity method	6(13)		-			9,549		-		-			-			-			-		9,549
Disposal of financial assets at fair value through other comprehensive income or losses	6(15)		-			-		-		-			16,445			-	(		16,445 )		-
Cash dividends returned	6(13)		-			216		-		-			-			-			-		216
Balance at December 31, 2023		$	5,128,636	$		542,048	$	8,882,764	$	-		$	24,845,272	$	1,578,157		$		1,251,583	$	42,228,460
2024
Balance at January 1, 2024		$	5,128,636	$		542,048	$	8,882,764	$	-		$	24,845,272	$	1,578,157		$		1,251,583	$	42,228,460
Net income for the year			-			-		-		-			15,291,442			-			-		15,291,442
Other comprehensive income for the year	6(15)		-			-		-		-			-		3,146,510				229,072		3,375,582
Total comprehensive income for the year			-			-		-		-			15,291,442		3,146,510				229,072		18,667,024
Distribution of 2023 earnings
Cash dividends	6(14)		-			-		-		-	(		7,692,955 )			-			-	(	7,692,955 )
Cash from capital surplus	6(13)(14)		-	(		256,432 )		-		-			-			-			-	(	256,432 )
Changes in equity of associates accounted for under equity method	6(13)		-			1,315		-		-			-			-			-		1,315
Disposal of financial assets at fair value through other comprehensive income or losses	6(15)		-			-		-		-	(		392,108 )			-			392,108		-
Cash dividends returned	6(13)		-			351		-		-			-			-			-		351
Balance at December 31, 2024		$	5,128,636	$		287,282	$	8,882,764	$	-		$	32,051,651	$	4,724,667		$		1,872,763	$	52,947,763

29

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

Year ended December 31

	Notes			2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax			$	15,797,225	$	9,537,772
Adjustments
Adjustments to reconcile profit (loss)
Depreciation	6(21)			1,282,590		1,118,605
Amortization	6(7)(21)			1,863,142		1,692,464
Expected credit (gains) losses	12(2)	(		5,175 )		25,469
Interest expense	6(20)			279,055		235,939
Interest income	6(17)	(		338,243 )	(	307,216 )
Dividend income	6(18)	(		320 )	(	320 )
Losses (gains) on financial assets at fair value through	6(19)
profit or loss
				40,871	(	21,990 )
Share of profit of associates and joint ventures accounted	6(4)
for under equity method
		(		15,397,428 )	(	7,317,490 )
Gains on disposal of property, plant and equipment	6(19)			-	(	4,905 )
Gains on disposal of investments	6(19)			-	(	305,599 )
Impairment losses on financial assets	6(19)			53,000		-
Unrealized profit from sales		(		107 )		132
Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable, net				609,474	(	2,275,038 )
Accounts receivable, net - related parties		(		91,614 )	(	269,406 )
Other receivables				3,077		1,394
Other receivables, - related parties		(		3,014 )	(	39,731 )
Inventories		(		1,398,144 )		4,205,095
Prepayments				36,223	(	2,204 )
Changes in operating liabilities
Contract liabilities - current				51,477		79,571
Accounts payable				669,791		546,399
Accounts payable - related parties		(		99,422 )		221,748
Other payables				7,356,370	(	4,582,071 )
Other payables - related parties		(		201,935 )		46,734
Other current liabilities				1,648,336	(	71,514 )
Accrued pension obligations		(		3,602 )	(	3,873 )
	(Continued)

30

REALTEK SEMICONDUCTOR CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through profit or loss Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortised cost Increase in other receivables, - related parties Decrease in other receivables, - related parties Acquisition of investments accounted for under equity method Proceeds from disposal of investments accounted for under equity method Proceeds from capital reduction of investee accounted for under equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets (Increase) decrease in refundable deposits Net cash flows (used in) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Increase in long-term borrowings Decrease in long-term borrowings Repayment of principal portion of lease liabilities Increase (decrease) in guarantee deposits Cash from capital surplus and cash dividends Cash dividends returned Net cash flows used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	Year ended December 31 Notes 2024 2023 12,151,627 2,509,965 255,792 304,123 6,526,861 13,671,511 ( 283,204 ) ( 238,814 ) ( 645,341 ) ( 25,412 ) 18,005,735 16,221,373 ( 638,506 ) - - ( 64,302 ) ( 1,689,905 ) ( 8,401 ) ( 5,661,498 ) ( 6,537,032 ) 8,644,877 7,192,173 6(4) - ( 30,215 ) - 6,436,001 - 3,067,700 6(25) ( 2,269,618 ) ( 2,108,931 ) - 12,355 6(25) ( 1,638,738 ) ( 1,455,145 ) ( 97,743 ) 1,672 ( 3,351,131 ) 6,505,875 6(26) 88,214,680 134,242,945 6(26) ( 87,964,680 ) ( 143,730,939 ) 6(26) - 511,090 6(26) ( 2,239,560 ) - 6(26) ( 38,622 ) ( 35,569 ) 6(26) 178 ( 85 ) ( 7,949,387 ) ( 13,847,319 ) 351 216 ( 9,977,040 ) ( 22,859,661 ) 4,677,564 ( 132,413 ) 2,406,399 2,538,812 $ 7,083,963$ 2,406,399	Year ended December 31	Year ended December 31
			2023

31

Attachment 6: Comparison Table of the Amended Provisions for the Company’s Articles of Incorporation

	Amended Article	Original Article	Reason for Amended
	Article 5: The authorized capital of the Company is NT$8,900,000,000, divided into 890,000,000 common shares, and may be paid-up in installments. Among the above capital, a total of NT$800,000,000, divided into 80,000,000 shares at par value NT$10 each share, is reserved for issuing employee stock warrants, and may be issued in installments in accordance with the resolution of the Board of Directors. The transferees of treasury stock transferred to employees, and the employees entitled to receive the issuance of new shares, employee stock options and new restricted employee shares may include the employees of the Company’s subsidiaries who meet certain specific requirements.	Article 5: The authorized capital of the Company is NT$8,900,000,000, divided into 890,000,000 common shares, and may be paid-up in installments. Among the above capital, a total of NT$800,000,000, divided into 80,000,000 shares at par value NT$10 each share, is reserved for issuing employee stock warrants, and may be issued in installments in accordance with the resolution of the Board of Directors.	Based on the Company's actual operational needs.
	Article 18: If gained profits within a fiscal year, the Company shall allocate at a maximum of 3% of the profits as directors’ remuneration, and allocate no less than 1% of the profits as employees’ compensation.No less than 0.5% of the annual profits shall be allocated as compensation for basic level employees from employees’compensation.However, in case of the accumulated losses, certain profits shall first be reserved to cover the accumulated losses, and then allocatedirectors’remuneration, employees’compensation and basic level employees’compensation according to the proportion in the preceding paragraph. The distribution of employees' compensation(including basic level employees'compensation)in the preceding paragraph shall be in cash or in stock, and shall be resolved with a consent of a majority of the directors present at a meeting attended by over two-thirds of the total directors. The distribution of	Article 18: If gained profits within a fiscal year, the Company shall allocate at a maximum of 3% of the profits as directors’ remuneration, and allocate no less than 1% of the profits as employees’ compensation. However, in case of the accumulated losses, certain profits shall first be reserved to cover the accumulated losses, and then allocate employees’ compensation and directors’ remuneration according to the proportion in the preceding paragraph. The distribution of employees' compensation in the preceding paragraph shall be in cash or in stock, and shall be resolved with a consent of a majority of the directors present at a meeting attended by over two-thirds of the total directors. The distribution of director's remuneration and employee’ compensation shall be reported to the shareholders meeting. The employees entitled to receive employees’compensation may	Based on the amendment to Article 14, Paragraph 6 of the Securities and Exchange Act.

32

Reason for Amended

Amended Article

director's remuneration and employee’ compensation shall be reported to the shareholders meeting. The employees entitled to receive employees’ compensation (including basic level employees' compensation) may include the employees of subsidiaries of the Company meeting certain specific requirements. The requirements are determined by the board of directors or its authorized person. The Company belongs to the integrated circuit design industry and is in the growth phase of the enterprise life cycle. After considering the long-term business development of the Company, matching future investment fund requirements, and the long-term financial planning of the Company, if there are profits at the end of fiscal year, the Company shall first offset the accumulated losses with profits after tax, and then shall contribute 10% of profit as legal reserve, unless the accumulated legal reserve has reached the amount of the Company’s total capital, and contribute or reverse special reserve in accordance with relevant laws or regulation by the competent authority. If there are net profits remained, the remaining net profits and the retained earnings from previous years shall be distributed as shareholders’ dividend after the distribution proposal is prepared by the board of directors. In case the distribution is in the form of issuing new shares, the distribution proposal shall be approved at a shareholders meeting. In case the distribution is in the form of cash, the distribution proposal is authorized to be approved by the board of directors. After considering financial, business and operational factors, the Company may distribute the whole of distributable earnings of the current year, and may also distribute whole or part of the reserves in

Original Article

include the employees of subsidiaries of the Company meeting certain specific requirements. The requirements are determined by the board of directors or its authorized person.

The Company belongs to the integrated circuit design industry and is in the growth phase of the enterprise life cycle. After considering the long-term business development of the Company, matching future investment fund requirements, and the long-term financial planning of the Company, if there are profits at the end of fiscal year, the Company shall first offset the accumulated losses with profits after tax, and then shall contribute 10% of profit as legal reserve, unless the accumulated legal reserve has reached the amount of the Company’s total capital, and contribute or reverse special reserve in accordance with relevant laws or regulation by the competent authority. If there are net profits remained, the remaining net profits and the retained earnings from previous years shall be distributed as shareholders’ dividend after the distribution proposal is prepared by the board of directors. In case the distribution is in the form of issuing new shares, the distribution proposal shall be approved at a shareholders meeting. In case the distribution is in the form of cash, the distribution proposal is authorized to be approved by the board of directors. After considering financial, business and operational factors, the Company may distribute the whole of distributable earnings of the current year, and may also distribute whole or part of the reserves in accordance with the law or the regulation by the competent authority. The dividend distributed to shareholders shall not be less than 50% of the increased distributable retained earnings for the current year.

33

	Amended Article	Original Article	Reason for Amended
	accordance with the law or the regulation by the competent authority. The dividend distributed to shareholders shall not be less than 50% of the increased distributable retained earnings for the current year. When distributing dividends, the main consideration is the Company's future expansion of operating scale and requirement of cash flow. The cash dividends shall not be less than 10% of the total dividends distributed to shareholders in the current year. According to Article 240, Paragraph 5, and Article 241, Paragraph 2 of the Company Act, the Company authorizes the distributable dividends, legal reserve, and capital reserve in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors, and in addition thereto a report of such distribution shall be submitted to the shareholdersmeeting.	When distributing dividends, the main consideration is the Company's future expansion of operating scale and requirement of cash flow. The cash dividends shall not be less than 10% of the total dividends distributed to shareholders in the current year. According to Article 240, Paragraph 5, and Article 241, Paragraph 2 of the Company Act, the Company authorizes the distributable dividends, legal reserve, and capital reserve in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors, and in addition thereto a report of such distribution shall be submitted to the shareholders meeting.
	Article 20: The Articles of Incorporation hereof were established on Oct. 16, 1987; 1st amended on Sep. 25, (omitted) 34th amended on Jun. 8, 2022;35th amended on May 28, 2025.	Article 20: The Articles of Incorporation hereof were established on Oct. 16, 1987; 1st amended on Sep. 25, (omitted) 33rd amended on Jun. 10, 2020; 34th amended on Jun. 8, 2022.	Add the date of amendment for the Articles of Incorporation.

34

Attachment 7: Issuance Rules of 2025 New Restricted Employee Shares

Realtek Semiconductor Corp. Issuance Rules of 2025 New Restricted Employee Shares

• Article 1 Purpose of Issuance

• To attract and retain key talents essential to the Company, incentivize employees to achieve the Company's operational goals, and generate greater benefits for the Company and its shareholders, the Company has established the "Issuance Rules of 2025 New Restricted Employee Shares" (hereinafter referred to as "these Rules") in accordance with Article 267 of the Company Act, the Regulations Governing the Offering and Issuance of Securities by Securities Issuers (hereinafter referred to as "Offering Regulations") promulgated by the Financial Supervisory Commission, as well as other relevant regulations.

• Article 2 Period of Issuance The new restricted employee shares shall be issued by once or multiple times within two years from the date of receipt of the notice of approval and effectiveness of the report from the competent authority, depending on actual needs. The actual issuance date shall be determined by the Chairman under the authorization of the Board of Directors.

• Article 3 Employee Eligibility Criteria and Distribution Review Procedures

• (1) The applicable targets are full-time employees of the Company and its subsidiaries who are still employed on the date of granting new restricted employee shares, have achieved certain performance levels, and meet at least one of the following principles:

  • a. Highly relevant to the Company's future strategic development.

  • b. Critical to the Company's business operations.

  • c. Key technical talent.

• (2) The number of new restricted employee shares granted to eligible employees will be determined based on factors such as position level, work performance, overall contributions, special achievements, and other management related considerations. The list of recipients and the corresponding number of shares will be approved by the Chairman and submitted to the Board of Directors for final approval. However, grants to directors or officers require prior approval from the Remuneration Committee, while grants to employees who are neither directors nor officers require prior approval from the Audit Committee.

• (3) The total number of new restricted employee shares cumulatively acquired by a single employee, combined with the cumulative number of shares that the employee is entitled to subscribe to under the employee stock option certificates issued by the Company in accordance with Paragraph 1 of Article 56-1 of the Offering Regulations, shall not exceed

35

0.3% of the total issued shares of the Company. Furthermore, when combined with the cumulative number of shares that the employee is entitled to subscribe to under the employee stock option certificates issued by the Company in accordance with Paragraph 1 of Article 56 of the Offering Regulations, the total shall not exceed 1% of the total issued shares of the Company. If approved on a case-by-case basis by the competent authority in charge of the relevant industry, the total number of employee stock option certificates and new restricted employee shares acquired by a single employee may be exempt from the aforementioned restrictions. If the competent authority updates relevant regulations, the Company shall comply with the updated laws and regulations.

Article 4 Total Issuance Amount

A total of 2,700,000 common shares will be issued, with a par value of NT$10 per share, for a total issuance amount of NT$27,000,000. Article 5 Issuance Conditions

(1)Issue price ： The shares will be issued free of charge, with an issuance price of NT$0 per share.

• (2)Type of Shares Issued ： Common shares of the Company.

(3)Vesting conditions ：

1. Employees must remain employed on each vesting date after being granted new restricted employee shares, and during the vesting period, must not violate the Company's labor contract, work rules, non-compete agreement, confidentiality agreement, or other contractual agreements with the Company. Additionally, they must meet the individual performance evaluation criteria set by their respective companies and the Company's operational goals. The vesting period is three years, with the vesting percentages on each annual vesting date as follows:

2. a. After one year, 33% of the shares vest.

3. b. After two years, an additional 33% of the shares vest.

4. c. After three years, the remaining 34% of the shares vest.

5. Individual performance evaluation criteria: The evaluation rating for the most recent year before the vesting period expires must be A+ or above.

6. Company operational goals: The performance indicators for the Company are pre-tax net profit margin, return on equity (ROE), and ESG. The weights and target conditions for each indicator are described in the table below. Each indicator has a set target value. For indicators that meet the target value, the vested share count for that year is calculated based on the corresponding weight. For indicators that do not meet the target value, the corresponding weight for the vested share count for that year is 0%. The performance indicator year refers to the fiscal year of the most

36

recent audited financial statements before the vesting date. The performance indicators are calculated based on the consolidated financial statements audited and certified by accountants for the corresponding period required by the indicators.

Performance Indicators	weighting	Target
Pre-Tax Net Profit Margin	30%	Exceed the Company’s three-year average Pre- Tax Net Profit Margin.
Return on Equity	30%	Exceed the Company’s three-year average Return on Equity or the average Return on Equity of the top 10 weighted constituent stocks in the TIP Customized Taiwan IC Design Representatives Total Return Index.
ESG	40%	MSCI annual ESG rating is BBB or above. (Note)

Note: The MSCI ESG rating period aligns with the performance assessment period for the Pre-Tax Net Profit Margin and Return on Equity.

(1) Measures for employees who fail to meet the vesting conditions

1. In the event of an employee’s voluntary resignation, dismissal, or layoff: If there are any new restricted employee shares that have not yet met the vesting conditions, the employee shall lose their vested rights from the date of the occurrence, and the Company shall reclaim and cancel these shares without compensation.

2. Employees who become disabled due to occupational hazards or die from generally causes:

3. a. For employees who are unable to continue their employment due to physical disability caused by occupational hazards, any unvested new restricted employee shares can be vested upon their resignation. However, for those whose achievement of the Company's performance indicators and individual performance evaluation indicators has been confirmed, the actual shares that can be vested shall be calculated according to the vesting conditions stipulated in these Rules; for those whose achievement of the Company's performance indicators and individual performance evaluation indicators cannot be confirmed, their unvested new restricted

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employee shares can be fully vested.

• b. For employees who die from generally causes, the unvested restricted employee rights new shares are deemed vested on the day of death. Their heirs, upon completing the necessary legal procedures and providing relevant proof documents, can apply to receive the shares or disposed benefits they are entitled to inherit. However, if at the time of the employee's death, for those whose achievement of the Company's performance indicators and individual performance evaluation indicators has been confirmed, the actual shares that can be vested shall be calculated according to the vesting conditions stipulated in these Rules; for those whose achievement of the Company's performance indicators and individual performance evaluation indicators cannot be confirmed, their unvested new restricted employee shares can be fully vested.

• For employees who are on leave without pay: The rights and obligations of the unvested new restricted employee shares shall remain unaffected, they still need to comply with the provisions set forth in these Rules. However, the actual number of shares that can be vested each year must not only meet the vesting conditions specified in these Rules but also be further calculated based on the proportion of the employee's actual months of service in each performance indicator year. If an employee is on leave without pay on the vesting date, it will be deemed as not meeting the vesting conditions, and the Company will reclaim the unvested new restricted employee shares without compensation and cancel them.

• For employees who retire: The rights and obligations of their unvested new restricted employee shares remain unaffected and must still comply with the provisions set forth in these Rules. However, the actual number of shares that can be vested each year must not only meet the vesting conditions specified in these Rules but also be further calculated based on the proportion of the employee's actual months of service in each performance indicator year..

• If an employee after being granted the new restricted employee shares, fails to achieve both the Company's operational goals and the individual performance evaluation indicators for incentive recipients, the Company shall reclaim without compensation and cancel the new restricted employee shares that have not met the vesting conditions.

• If an employee after being granted new restricted employee shares, violates the Company's labor contract, work rules, non-compete agreement, confidentiality agreement, or any contractual agreements with the Company, the Company has the right to reclaim and cancel the previously granted but unvested shares.

• In special circumstances where an employee has made outstanding

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contributions to the Company, upon termination of the employment relationship, the new restricted employee shares that have not yet vested, whether deemed to have met the vesting conditions, not met the vesting conditions, or the proportion that may vest, shall be determined and approved individually by the Chairman based on the actual situation. However, for employees who hold the position of director or officers of the Company, prior approval from the Remuneration Committee is required, while for employees who do not hold the position of director or officers, prior approval from the Audit Committee is required.

1. If the Company conducts organizational restructuring in accordance with the Business Mergers and Acquisitions Act, its unvested new restricted employee shares, whether deemed to have met the vesting conditions, not met the vesting conditions, or the proportion that may vest, shall be approved by the Board of Directors.

Article 6

1. All shares that do not meet the vesting conditions shall be fully reclaimed by the Company without compensation and canceled.

Restrictions on Share Rights Before Meeting the Vesting Conditions:

• (1) Except for inheritance, employees are not allowed to sell, pledge, transfer, gift, encumber, or otherwise dispose of the new restricted employee shares granted to them before the vesting conditions are met. For other cases where rights are restricted, the issuance rules shall apply.

• (2) Before the vesting conditions are met, the granted new restricted employee shares shall have the same rights as the Company's issued common shares with respect to attendance at shareholder meetings, proposals, speaking, voting, and election rights, and these rights shall be exercised in accordance with the trust custody agreement.

• (3) Before the vesting conditions are met, the granted new restricted employee shares shall have the same other rights as the Company's issued common shares, including but not limited to dividends, stock dividends, distribution from legal reserves, capital reserves, and subscription rights for cash capital increases, and these rights shall be exercised in accordance with the trust custody agreement.

• (4) During the book closure periods due to the Company's stock dividends, cash dividends, cash capital increase subscriptions, the shareholders' meeting as stipulated in Article 165, Paragraph 3 of the Company Act, or other legally mandated book closure periods from the occurrence of the event to the record date for rights distribution, employees who meet the vesting conditions during this period will have the restrictions on their vested shares lifted. The timing and procedures for lifting these restrictions will be carried out in accordance with the trust custody agreement or relevant regulations.

Article 7 Other Agreed Terms

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• (1) After the issuance of new restricted employee shares, they must be immediately delivered to a trust for custody. Furthermore, before the vesting conditions are fulfilled, employees may not, for any reason or in any manner, request the trustee to return the new restricted employee shares.

• (2) During the period when the new restricted employee shares are delivered to a trust for custody, the Company or a person designated by the Company shall fully represent the employees in dealings with the stock trust custody institution, including but not limited to the negotiation, signing, amendment, extension, cancellation, and termination of the trust custody agreement, as well as instructions regarding the delivery, utilization, and disposition of the trust custody property.

• Article 8 Signing and Confidentiality

• (1) Employees who are granted new restricted employee shares must complete the signing of the "Consent to Receive New Restricted Employee Shares" and handle the relevant trust custody procedures as notified by the Company's handling unit before they can be deemed to have acquired the new restricted employee shares. Those who fail to complete the signing of the relevant documents in accordance with the regulations shall be deemed to have waived the new restricted employee shares.

• (2) Employees and any owners who acquire new restricted employee shares and derivative rights under these Rules shall comply with the provisions of these Rules and the "Consent to Receive New Restricted Employee Shares." Violators shall be deemed not to have met the vesting conditions. Furthermore, they shall comply with the Company's salary confidentiality regulations and shall not inquire about or disclose the details and quantity of the new restricted employee shares granted to others, or inform others of the relevant details of this issuance and their personal rights and interests. In the event of any violation, the Company shall have the right to revoke and cancel, without compensation, the new restricted employee shares that have not yet met the vesting conditions.

• Article 9 Taxation The taxes related to the granted new restricted employee shares under these Rules shall be handled in accordance with the applicable laws and regulations of the country where the employee receiving the shares is located at the time of allocation.

• Article 10 Other Important Matters

• (1) These Rules shall be implemented after being approved by a majority of more than two-thirds of the directors present at a board meeting, with more than one-half of the attending directors in agreement, and subsequently submitted to and approved by a resolution of the shareholders' meeting, and then reported to the competent authority for

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approval and effectiveness. If amendments are necessary due to changes in laws and regulations or requirements from the competent authority's review, the Chairman is authorized to amend these Rules. The amendments shall be submitted to the Board of Directors for ratification before implementation.

• (2) For any matters not covered by these Rules, unless otherwise stipulated by laws or regulations, the board of directors or its authorized person is fully authorized to amend or implement them in accordance with relevant laws and regulations.

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