SanDi — AGM Information 2024

Jul 3, 2024

San Di Properties Co., Ltd.

Meeting Notice for Annual Shareholders’ Meeting 2024 (Summary Translation)

Dear esteemed Shareholders,

The 2024 Annual Shareholders’ Meeting (the “Meeting”) of San Di Properties Co., Ltd. (the “Company”) will be convened on June 26, 2024 (Wednesday), at 10:00 a.m. at No. 118, Jinding Rd., Sanmin Dist., Kaohsiung City, Taiwan (Jin Shi Hu Hotel, the 3rd Floor, Conference Hall). The meeting type is physical shareholders’ meeting.

1. The agenda for the Meeting is as follows:

(1) Report Items:

• A. 2023 Business Report;

• B. Audit Committee’s Review Report on the 2023 Financial Statements;

• C. Report on the Profit Distribution for 2023;

• D. The Status of Endorsements and Guarantees;

• E. Amendment to the “Rules and Procedures of Board Directors Meeting”.

(2) Ratification Items:

• A. Adoption of the 2023 Business Report and Financial Statements

• B. Adoption of the 2023 profit and loss appropriation account statement;

(3) Discussion Items:

• A. Amendment to the “Operational Procedures for Acquisition and Disposal of Assets”

• B. Amendment to the “Procedures for Financial Derivatives Transactions”

• C. Amendment to the “Procedures for Lending Funds to Other Parties”

• D. Amendment to the “Procedures for Endorsements and Guarantees”

• E. Amendment to the “Articles of Incorporation”

(4) Election Matters

• A. Re-election of the members of the Board of Directors

(5) Other Matters

  - A. To Release non-competition restriction on Directors and representative 

• (6) Questions and Motions

1. The Annual Shareholders’ meeting 2024 shall elect 7 directors (including 4 directors and 3 independent directors). The list of candidates for directors nominated are:

   • (1) Director Candidates:

Lou Ying Investment Co., Ltd. Representative: Chung, Yu-Lin;

• Lou Ying Investment Co., Ltd. Representative: Lee, Chung-His; De Mei Investment Co., Ltd. Representative: Chiang, Shih-Yuan; De Mei Investment Co., Ltd. Representative: Chuan, Chun-Yu;

• (2) Independent Director Candidates: Ku, Mu-Chin; Hung, Yin;

Hsiao, Chin-Chung

• (3) Regarding the education and experience information of the candidates for directors nominated has been disclosed on the Market Observation Post System (website: http://mops.twse.com.tw).

1. Pursuant to Article 172 of the Company Act, the annual report, related financial statements

and significant information of the Company have been disclosed on the Market Observation Post System(website:https://mops.twse.com.tw)/Basic information/E-book/Annual report and relevant shareholder information (including depository receipt information), shareholders are requested to enter the company code and year, and inquire about the reference materials of various proposals of the shareholders meeting or the handbook and the meeting supplementary information.

1. One copy of the attendance notification form and proxy form are attached to this meeting notice. If the shareholder(s) is attending the meeting in person, please sign or stamp on the attendance notification form (return mail is not required) and submit it to the check-in desk on the day of the meeting. (Registration time for accepting shareholders: 09:30 a.m ., the registration location is the same as the meeting location). If an agent is entrusted to attend the meeting, the shareholder shall sign or stamp on the proxy form and personally fill out the name and address of the agent, then deliver the proxy form to the Transfer Agency Department of KGI Securities Co., Ltd., at 5F., No.2, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City) at least 5 days prior to the day of the meeting so that the attendance card can be sent to the agent accordingly. If you have not received the attendance notice before the meeting, please bring your identity documents to the venue to apply for reissuance.

2. Shareholders, solicitors and authorized agents should bring their identity documents for verification when attending the shareholders' meeting.

3. According to the provisions of Article 26-2 of the Securities Exchange Act: "The notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form of a public announcement; for a regular shareholders meeting, such public announcements shall be served with thirty days prior notice". Therefore, the said notice will not be sent separately.

4. Shareholders may exercise their voting rights electronically through the STOCKVOTE platform of Taiwan Depository & Clearing Corporation (http://www.stockvote.com.tw) during the period from May 25, 2024 to June 23, 2024.

5. The Transfer Agency Department of KGI Securities Co., Ltd. is the proxy tallying and verification institution for this Meeting.

6. If a proxy is solicited by the shareholder(s), Company is required to compile a summary statement of the Solicitor Solicitation Information and disclose such information on the Securities & Futures Institute (SFI) website no later than May 24, 2024. Shareholder(s) can obtain information on the “Free proxy disclosure & related information system” (http://free.sfi.org.tw).

10. No souvenirs will be issued at this Annual Meeting of Shareholders.

Sincerely yours,

San Di Properties Co., Ltd. Board of Directors