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SIGURD MICROELECTRONICS CORP. — Proxy Solicitation & Information Statement 2026
Apr 28, 2026
52544_rns_2026-04-28_c71778d2-a548-4d35-a172-73a004fce18a.pdf
Proxy Solicitation & Information Statement
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Meeting Notice of the 2026 Annual General Shareholders' Meeting of Sigurd Microelectronics Corporation
I. The Company is holding its 2026 Annual General Shareholders' Meeting on May 29, 2026 (Friday), 9:00 a.m. at No. 65, Guangfu North Road, Hukou Township, Hsinchu County, Taiwan
The main content of the meeting is as followed:
(I) Report Item: Item 1: 2025 Business Report. Item 2: Audit Committee's Review Report on the 2025 Financial Statements. Item 3: Report on Distribution of Employee and Director Remuneration. for 2025. Item 4: Report on Distribution of Cash Dividends from Earnings for 2025. Item 5: Report on Cash Distribution from Capital Surplus. Item 6: Report on Director Remuneration for 2025. Item 7: Report on Execution of Share Repurchase Program. Item 8: Related Party Transactions Report.
(II) Proposed Resolutions: Item 1: Adoption of the 2025 Business Report and Financial Statements. Item 2: Adoption of the 2025 Proposal for Profit Distribution.
(III) Discussion: Item 1: Proposal to Amend Certain Provisions of the "Procedures for Acquisition or Disposal of Assets."
(IV) Electiov Matters: Item 1: Re-election of All Directors, Totaling 11 Directors, Including 4 Independent Directors.
(V) Other Matters: Item 1: Proposal to Lift the Non-Compete Restriction on Newly Elected Directors.
(VI) Special Motions
II. The cash distributions of dividend for 2025 of the Company has been approved by the Board of Directors: cash distribution: NT$4.2 per share. (includes a cash dividend of NTD 2.7 per ordinary share and a cash dividend from capital reserves of NTD 1.5 per share.)
III. The Company's 2026 Annual General Meeting of Shareholders will elect 11 directors (7 directors and 4 independent directors). The election will be conducted through a candidate nomination system. The candidates are: Directors: Shin-Yang Huang, Tsan-Lien Yeh, Hsu-Tung Kuo, Min-Hung Wu, Ming-Chun Chiu, Wen-Yuan Lin, Chih-Li Weng; Independent Directors: Li-Hsing Lai, Kwok-Wah Tsang, Chuen-Rong Leu, Ming-King Cho, For information regarding the candidates' education, experience, and other relevant details, please visit the Public Information
Observation Station at [https://mops.twse.com.tw/mops/#/web/t146sb10]. Shareholders should enter the Company Code and the election period to view announcements related to the election of directors and supervisors through the candidate nomination system.
IV. For matters arising pursuant to the Company Act article 172 in Annual General Shareholders’ Meeting, the Company shall disclose the content of the matter on the website of Market Observation Post System [(https://mops.twse.com.tw/Basic Information/Electronic Information/Annual Reports and Shareholders Matter (Including Information on Deposit Receipt)]. Please enter the stock code of the Company and the year searched and refer to Information of Resolutions of Shareholders’ Meeting, or Handbook, or Supplementary Information on Shareholders’ Meeting.
V. The attachment contains one Shareholders’ Attendance Notice and one Proxy Statement. Please sign or stamp on the second page of the Shareholders’ Attendance Notice (do not mail back) if attending in person, and bring for registration at the meeting venue (registration starts at 8:30 a.m.; registration venue per meeting venue). If a proxy is appointed, please sign or stamp on the fifth page of the Proxy Statement, providing the name, address, signature or stamp of the proxy. The Proxy Statement must be mailed to the Transfer Agency Department of KGI Securities Co., Ltd no later than five days before the Annual General Shareholders’ Meeting (5F., No. 2, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City) to facilitate the issuance of attendance card. If the attendance card is not received before the Annual General Shareholders’ Meeting, please bring an identification card to the meeting venue for re-issue.
VI. Shareholders, solicitors, and authorized agents should bring the identity documents for verification when attending the shareholders' meeting.
VII. Pursuant to Securities and Exchange Act article 26-2: “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, notice will not be mailed.
VIII. Shareholders may vote electronically at the Annual General Shareholders’ Meeting. The voting period is between April 29, 2026 and May 26, 2026. Please
proceed to login to Taiwan Depository and Clearing Corporation website (https://stockservices.tdcc.com.tw). Please vote according to the instructions.
IX. The proxies shall be tallied and verified by the Transfer Agency Department of KGI Securities Co., Ltd.
X. The souvenir of the Annual General Shareholders’ Meeting (7-11 cash card of NT$50) is issued to shareholders with shareholdings less than 1,000 shares. The Company shall only issue the souvenir to the shareholders attending the Shareholders’ Meeting in person or voting electronically.
Collection Methods:
- For information on solicitor or proxy agent, the Company will in accordance with regulations, provide disclosure on the website of Securities and Futures Institute (http://free.sfi.org.tw/) on April 28, 2026. Please refer to the instructions on the website for inquiry method. The Shareholders may submit the Proxy Statement to the solicitor or proxy agent as provided by the website. The Company shall issue the number of souvenir according to the number of proxies to the solicitor or proxy agent to forward to the Shareholders.
- For shareholders who vote electronically between April 29, 2026 and May 26, 2026 successfully, please submit the Meeting Notice, identification card or a print-out of “Voting of Resolution” from the Taiwan Depository and Clearing Corporation website to the Transfer Agency Department of KGI Securities Co., Ltd. for collection of souvenir (address: 5F., No. 2, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City) between June 25, 2026 and June 29, 2026.
- In addition to the afore mentioned collection methods, the Company shall distribute souvenir after the adjournment of Annual General Shareholders’ Meeting. The souvenir will not be mailed or re-issued at a later date.
To Shareholder,
The Board of Directors of Sigurd Microelectronics Corporation