SanDi — Proxy Solicitation & Information Statement 2026

May 25, 2026

San Di Properties Co., Ltd.
Meeting Notice for Annual Shareholders' Meeting 2026
(Summary Translation)

Dear esteemed Shareholders,

The 2026 Annual Shareholders' Meeting (the "Meeting") of San Di Properties Co., Ltd. (the "Company") will be convened on June 25, 2026 (Thursday), at 10:30 a.m. at No. 118, Jinding Rd., Sanmin Dist., Kaohsiung City, Taiwan (Jin Shi Hu Hotel, the 2nd Floor, Conference Hall). The meeting type is physical shareholders' meeting.

1. The agenda for the Meeting is as follows:

(1) Report Items:
A 2025 Business Report
B Audit Committee’s Review Report on the 2025 Financial Statements
C Report on the Distribution of Employees' and Directors' Compensation for 2025.
D The Status of Endorsements and Guarantees for 2025
E Annual Related Party Transaction Report for 2025
F Report on the Issuance of the 1st Secured Convertible Bonds Issue in 2024

(2) Ratification Items:
A 2025 Business Report and Financial Statements
B The Proposal for Distribution of 2025 Profits.
C The 2024 cash capital increase and the first domestic case involving the change of the use plan for guaranteed convertible corporate bonds.

(3) Discussion Items:
A. Amendments to certain provisions of the "Procedures for Acquiring or Disposing of Assets".
B. Proposal to transfer capital reserves to increase capital and issue new shares.
C. Amendments to certain provisions of the "Rules of Procedure for Shareholders' Meetings".

(4) Other Proposals
A. To Release non-competition restriction on Directors and their representative

(5) Extemporary Motions

1. The Board of Directors resolved to distribute a cash dividend of NT$22,241,152 from the Company's 2025 earnings, amounting to NT$0.2 per share.

2. Key details of the capital reserve transfer to capital increase: In accordance with Article 241 of the Company Act, the Company plans to transfer the surplus from the issuance of shares exceeding the par value to capital increase. Based on the number of shares held by shareholders as of the capital reserve transfer benchmark date, an estimated 80 shares will be issued for every 1,000 shares held.

3. According to Article 172 of the Company Act, the essential contents shall be explained and posted on the MOPS: https://mops.twse.com.tw

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1. Enclosed please find each one copy of the Notice of Attending the Regular Shareholders' Meeting and a Proxy Letter at your disposal. If you want to attend the said meeting in person, please sign or affix your seal on the said Notice of Attending the Regular Shareholders' Meeting and bring it to the meeting place on the meeting day to report your attendance; If you want to assign a proxy to attend the said meeting, please fill out the attached Proxy Letter indicating the name and address of the proxy appointed by you and provide your personal signature or seal on the Proxy Letter and mail the Proxy Letter within five days prior to the calling of the shareholders' meeting to the Agency of our Stock Capitals, the Transfer Agency Department of CTBC Bank, so that the Agency can send out the Sign-in cards of Attendance to that proxy appointed by you.

2. If any situation for the case of seeking the Power of Attorney in public, which case the Company will submit to S.F.I. (Website: http://free.sfi.org.tw) on May 25, 2026. Please go on the website if requiring any further information.

3. Shareholders may exercise voting rights by electronic means. The period would be from May 26, 2026 to June 22, 2026. Please log in Taiwan Depository & Clearing Corporation "E-voting platform for shareholders" (https://stockservices.tdcc.com.tw/evote/index.html) and follow the instructions.

4. New shareholders who wish to submit their signature cards can download the cards for use from the Corporate Trust website of CTBC Bank, the Company's Stock Transfer Agency.

5. The Transfer Agency Department of CTBC Bank is the proxy tallying and verification institution for the Meeting.

Sincerely yours,

San Di Properties Co., Ltd.
Board of Directors