Stock Code 2617

TAIWAN NAVIGATION CO., LTD.

Handbook for the 2026 Annual Shareholders' Meeting

Date: June 11, 2026

Place: National Taiwan University Alumni Club

(4F, NO.2-1, Sec.1, Chi-nan Rd. Taipei, Taiwan)

Meeting Procedure ... 1
Meeting Agenda ... 3
Reports ... 5
Recognitions ... 7
Discussions ... 9
Questions and Motions ... 11
Attachments ... 12
(1) 2025 Business Report ... 13
(2) The 2025 audit committee’s review report ... 21
(3) Independent Auditors’ Report and 2025 Consolidated Financial Statements ... 22
Independent Auditors’ Report and 2025 Parent company only Financial Statements ... 32
(4) Comparison Table for Amendment to the Rules of Procedure for Shareholders’ Meeting ... 42
Appendices ... 44
(1) Rules of Procedure for Shareholders’ Meeting ... 45
(2) Articles of Incorporation ... 57
(3) Shareholdings of All Directors ... 63

Meeting Procedure

Taiwan Navigation Company Limited Meeting Procedure of the 2026 Annual Shareholders' Meeting

Call the meeting to order
Chairman remarks
Reports
Recognitions
Discussions
Questions and Motions
Adjournment

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Meeting Agenda

Taiwan Navigation Co., Ltd.
Meeting Agenda of the
2026 Annual Shareholders’ Meeting

Convening Methods: Physical shareholders’ meeting
Time: 9:00 am, June 11 (Thu.) 2026
Place: National Taiwan University Alumni Club
(4F, NO.2-1, Sec.1, Chi-nan Rd. Taipei, Taiwan)

Call the meeting to order
Chairman remarks
Reports
(1) To report the 2025 business.
(2) The 2025 audit committee’s audit report.
(3) The 2025 directors’ remuneration and employees’ compensation.
Recognitions
(1) The 2025 business report, financial statements and Independent Auditor’s Report.
(2) The proposal for distribution of 2025 profits.
Discussions
(1) Amendment to the “Rules of Procedure for Shareholders’ Meeting”.
Questions and Motions
Adjournment

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Reports

To report the 2025 business
The 2025 Business Report is attached as Attachment 1(P13-20).
The 2025 audit committee’s review report
The 2025 Audit Committee’s Review Report is attached as Attachment 2(P21).
The 2025 directors’ remuneration and employees’ compensation
The Company proposed to allocate NT$16,453,310 for 2025 employees’ compensation (with 63% allocated to non-executive employees) and NT$9,000,000 for 2025 directors’ remuneration, both of which will be distributed in cash.

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Recognitions

Case 1 Proposed by the Board of Directors

Subject: The 2025 Business Report, Financial Statements and Independent Auditors' Report.

Explanation: The 2025 Consolidated and Parent Company Only Financial Statements have been duly audited by CPA Ms. Ya-Ling Wong and CPA Mr. You-Cheng Hsin of Deloitte & Touche and an unqualified opinion was issued. The 2025 Business Report, Financial Statements (consolidated and parent company only) and Independent Auditors' Report are attached as Attachment 1 (P13-20) and Attachment 3 (P22-41).

Resolution:

Case 2 Proposed by the Board of Directors

Subject: The proposal for distribution of 2025 profits.

Explanation: 2025 net profit after tax is NTD1,325,647,700, please refer to the 2025 Profit Distribution Table as below:

Taiwan Navigation Co., Ltd.

Profit Distribution Table

2025

In NT$

Item	Amount
Unappropriated retained earnings of previous year	7,165,242,951
2025 net profit after tax	1,325,647,700
Remeasurement of defined benefit plans	(3,830,983)
Cumulative profit or loss of disposals of investments in equity instruments designated as at fair value through other comprehensive income directly transferred to retained earnings	14,688,865
Current period net profit plus items other than net profit for the period adjusted to the current year's unappropriated retained earnings	1,336,505,582
Less: 10% legal reserve	(133,650,558)
Retained Earnings available for distribution	8,368,097,975
Distribution Item:
Cash dividend NT$1.5 per share	(625,941,730)
Unappropriated Retained Earnings at the end of 2025	7,742,156,245

Note1: The earnings distribution was priority distributed the profit of 2025.

Note2: The cash dividends are pro rata and rounded down to the nearest whole dollar with any amount less than NT$1 being forfeited. Less than a dollar fractional totals are adjusted in order from large to small decimal points and shareholders numbers are ordered from first to last to meet the distribution of the cash dividend total. Once resolved at annual shareholders' meeting, the Chairman is authorized to set the ex-dividend date and to handle the dividend distribution matters accordingly.

Resolution:

Discussions

Case 1 Proposed by the Board

Subject: Amendment to the "Rules of Procedure for Shareholders' Meeting".

Explanation:

In accordance with the Announcement (Ref. No.: 1150002970) issued by the Taiwan Stock Exchange Corporation (TWSE) on March 5th, 2026, and in order to comply with the amendment to Article 6 of the "Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies" and to incorporate international standards regarding the monitor system, the Corporation proposes to amend partial provisions of the "Rules of Procedure for Shareholders' Meetings".
The comparison table for the Rules of Procedure for Shareholders' Meeting before and after amendment and all the provisions before the amendment are attached as Attachment 4 (P42-43) and Appendix 1 (P45-56).

Resolution:

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Questions and Motions

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Attachments

Attachment 1

2025 Business Report

1. The Operation Policy

The policy of our Company’s operation is to make profit for shareholders by maintaining a high quality of fleet based on both the shipping expertise/experience and the strengthened ship management. In business spectrum, there are twenty-one owned bulk carriers, incl. handyszie, supramax and panamax type, trading around the world for carrying solid bulk cargo, one roro ferry sailing between Kaohsiung and Magong, and nine efficient tugboats as well as two launch boats assisting vessels in harbors of Taiwan. In addition, we are managing 3 tankers which are owned by CPC Taiwan.

2. The overview of operation

There were 36 vessels in TNC’s operation fleet in 2025, including 33 owned and 3 manning management. The current average age of our bulk carrier fleet is approximately 6 years old. There are currently 4 bulk carriers under construction in Japan. Two 40,000 DWT vessels are scheduled for delivery in April and May of this year (2026), while the two 60,000 DWT vessels are scheduled for delivery in the 3rd and 4th quarters of 2028.

The global dry bulk freight rates in 2025 exhibited a dramatic fluctuations. In the first half of the year, the rates continued the downward trend from the previous year's fourth quarter, remaining subdued overall. The primary reasons included:

High iron ore inventories in China during the first half of the year, combined with a weak real estate market, led to reduced steel production and lower demand for related raw materials, significantly suppressing Capesize vessel rates.
The Trump administration's tariff policies introduced uncertainty in global manufacturing production and investment, dampening demand for major commodities and further weighing on dry bulk freight rates.

However, the rates rebounded sharply in the second half of the year. The key reason were:

Tariff negotiations between the United States and major trading partners largely concluded, gradually eliminating uncertainty in industrial investment.
Trade tensions between China and the US prompted large-scale imports of Brazilian soybeans in advance, coinciding with Brazil's record-high soybean production in the previous year, with exports extending into the third quarter.

Indonesia lifted coal export price controls starting in July, while China's domestic coal production began to decline, leading to a surge in imports.

Across vessel types, freight rates in the second half of the year rose by more than 50% compared to the first half. However, the full-year average for all vessel types remained approximately 8% lower than in the previous year.

Our company's bulk carrier fleet employs a mix of charter arrangements: some at fixed rates, others indexed to freight rate benchmarks (floating or semi-floating) with built-in floor and ceiling limits on hire. This structure effectively mitigates the impact of sharp market volatility while maintaining a reasonable level of profitability.

As for ship management, we currently manage 3 product tankers owned by CPC Taiwan. In harbor service operations, the Tai-Chin 2 series serve at the CPC Taiwan LNG terminal in Taichung port, while the Tai-Chin 3 series serve under a 25-year long-term service contract at CPC Kwun Tong Industrial Port. Both tug series maintain a good margin of profit. For passenger ship business, The Penghu's full-year performance in 2025 was slightly better than last year and significantly improved compared to the replaced Tai Hwa.

3. Performance of Operation Plan

In 2025, our consolidated operating revenue was NT$4,299,838 thousand, a decrease of 2.28 percent compared to NT$4,400,046 thousand in 2024. Consolidated income before income tax was NT$1,619,878 thousand, an increase of 10.85 percent compared to NT$1,461,334 thousand in 2024.

4. Execution of Operating Revenue and Expenditure Budgets

(1) Operating Revenue

The consolidated operating revenue of 2025 was NT$4,299,838 thousand, a decrease of NT$100,208 thousand compared to NT$4,400,046 thousand in 2024, the main reason was the overall average freight rate of BDI index declining this year compared to last year, resulting in a decrease in bulk cargo revenue compared to last year.

(2) Operating Costs and Expenses

The consolidated operating costs and operating expenses of 2025 was NT$2,713,939 thousand, a decrease of NT$26,975 thousand compared to NT$2,740,914 thousand in 2024, the difference is not significant.

(3) Non-operating income and Expenses

The consolidated net non-operating income and expenses of 2025 was NT$33,979 thousand, an increase of NT$231,777 thousand compared to NT$(197,798) thousand in

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2024, The main reason was the difference in dividend income between the two periods.

5. Analysis of Profitability

2025 Consolidated financial ratios of the Company were:

Return on Asset: 5.79%
Return on Equity: 7.35%
Net profit ratio: 30.83%
Earnings per share (after tax): 3.18

6. Situation of Research and Development

Energy conservation, carbon reduction, and the prevention of air and marine pollution have long been the core environmental principles and operational objectives of our Company. In 2024, the Company phased out and sold its older vessels, M.V. "Tai Hunter" and M.V. "Tai Shine", which had already implemented EPL carbon reduction measures. In January 2025, the Company placed an order with Oshima Shipbuilding Co., Ltd. in Japan for two new 64,000 DWT eco-friendly vessels, aiming to further enhance fleet fuel efficiency and energy-saving performance. In addition to reduced fuel consumption and improved operational efficiency, the main diesel engines of the new vessels comply with the latest Tier III nitrogen oxide (NOx III) emission standards under the International Convention for the Prevention of Air Pollution, as well as the Phase 3 requirements of the Energy Efficiency Design Index (EEDI Phase 3). Through these continuous efforts in energy conservation, carbon reduction, and air pollution control, the Company remains firmly committed to environmental protection while strengthening its long-term competitiveness in international shipping operations.

7. The analysis of industry

The industry side:

In 2025, the earnings trend of dry bulk carriers reversed compared to previous years, with weaker performance in the first half and a notable recovery in the second half supported by demand. During the first half of the year, Capesize freight rates declined significantly by approximately 30% compared with the same period of the previous year. However, the market rebounded strongly in the third quarter, with a doubling of average daily hires. Freight rates continued to rise in the fourth quarter, with the rebound mainly driven by strong bauxite exports from West Africa, increased iron ore shipments from Brazil and Australia, and tight supply of vessel tonnage in the Atlantic market.

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For Panamax / Kamsarmax, average daily hires in the first half of 2025 also declined significantly compared to the same period in 2024, followed by a sharp rebound in the third quarter. The growth momentum in the second half of the year was primarily resulted from a rally in China's coal imports and the shifting of certain cargoes from Capesize to Panamax due to cost considerations (cargo splitting). China's soybean imports reached a record high of 112 million tons in 2025, mainly from Brazil. Strong demand continued into the third quarter, and the long-haul voyages effectively boosted Panamax freight rates.

For Ultramax / Ultramax, freight rates in the first half of 2025 also remained weak, mainly due to sluggish grain and coal trades, a high volume of newbuilding deliveries, and a sharp decline in grain flows from the Black Sea. At the same time, Brazil's grain exports became increasingly concentrated on larger vessels, also weakening the demand. In the coal segment, Indonesia's implementation of a price benchmark in the second quarter led to a decline in exports. Although coal volumes in the Atlantic region grew beyond expectations in the second half of the year, this was insufficient to offset the loss of Indonesian trade. Nevertheless, strong exports of steel and cement from China, together with longer voyage distances caused by diversions due to the Red Sea crisis, increased ton-mile demand. The market improved in the second half of the year, mainly benefiting from robust grain exports from the United States and Brazil, as well as tighter supply and demand resulting from the withdrawal of Chinese-funded vessels following U.S.-related maritime policies.

The tonnage supply side:

In 2025, the global dry bulk fleet tonnage in terms of deadweight tonnage recorded a net increase of 3.0% compared to the previous year, the same as the growth rate in the prior year (3.0%). Although the total tonnage of the dry bulk vessels in 2025 slightly increased compared to the previous year, a higher willingness among shipowners to scrap vessels because average freight rates declined by approximately 8% year-on-year. As a result, demolition tonnage in 2025 reached 4.7 million deadweight tonnages, representing an increase of 24% compared to the previous year, and overall dry bulk fleet growth remained flat.

The Overall economic side:

According to the International Monetary Fund (IMF) January 2026 report, the global economy grew reached 3.3% in 2025, unchanged from 2024. Among major economies, China grew by 5.0%, the United States by 2.1%, the Euro area by 1.4%, Japan by 1.1%, and the top five economies in ASEAN grew by 4.2%. On average, the economic growth of developed countries in 2025 was 1.7%, little lower than the previous year (1.8%). In

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emerging and developing countries, the economic grew by 4.4% with 0.1% increase from the previous year.

U.S. economic growth has been driven mainly by capital investment, including the construction of data centers for the AI industry, while other advanced economies have generally shown signs of weakness. Economic performance in emerging and developing Asia has remained solid. China's export sector has been strong, partially offsetting weakness in the real estate market and subdued consumption, while India has benefited from low oil prices and the spending for public infrastructure, delivering an impressive growth rate of 7.3%.

Market Outlook 2026

Economic Overview:

The IMF predicts that the global economy will remain stable over the next two years amid a tug-of-war between Bullish and Bearish factors. The Global economic grow in 2026 is projected to be 3.3%, the same as in 2025. Global growth in 2026 and 2027 is forecast at 3.3% and 3.2% respectively, broadly in line with the 2025 level. Trade policy uncertainty presents headwinds, but surging investment in technologies such as AI, fiscal and monetary policy support, a loose financial environment, and corporate resilience are feasible to provide support, most notably in North America and Asia. Global inflation is projected to decline from 4.1% in 2025 to 3.4% in 2027, with the US returning to its target at a slower pace. Downside risks include: revised productivity projections for AI could trigger market volatility; trade and geopolitical tensions; and high deficits and debt pushing up long-term interest rates. Favorable growth potential stems from AI investment translating into productivity gains and easing trade tensions.

China:

In 2025, China's economic growth relies mainly on external markets, manufacturing activity, and strong exports, given weak domestic demand and a continued downturn in the real estate sector. Policy has shifted towards reversing excessive competition, moving from pursuing output to emphasizing quality and profitability, while simultaneously restoring pricing power and curbing deflationary pressures. This policy has already prompted the closure of inefficient capacity in several industries, including steel, coal, and automobiles, reducing demand for steel and cement. Looking ahead to 2026, China's strategy is expected to continue. The decline in real estate investment will persist, and policy stimulus will remain geared towards external demand, exploring emerging markets through overseas investment. There will also be sporadic measures to boost consumer confidence, but these

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will be insufficient to reverse the decline in domestic demand. China remains the world's largest importer of dry bulk commodities, and imports of bauxite and iron ore from West Africa have increased annually in recent years, effectively driving up the ton-mile of Capesize vessels. If Capesize freight rates continue to rise, the effect of cargo switching will also benefit Panamax freight rates. Furthermore, Brazilian soybean exports to China are expected to continue to rise this year, which will positively impact Panamax freight rates. However, it should be noted that domestic coal production in China accounts for a substantial share of total coal consumption, and fluctuations in output continue to have a significant impact on its seaborne import demand. This will be the biggest key factor affecting Panamax freight rates this year.

India and Southeast Asia:

In recent years, India has benefited from relatively low energy costs, with the share of Russian crude oil in its imports rising from 2% prior to 2022 to 36% last year, significantly reducing overall energy expenditure. However, under ongoing European and U.S. sanctions, this advantage may moderate in 2026, though it is unlikely to alter India's long-term growth trajectory, which continues to be supported by population growth, rising incomes, and accelerating industrialization. For the dry bulk market, the key factors will be the pace of expansion in India's steel industry, as well as whether imports of iron ore, coking coal, and scrap steel will become mainstream trades. India currently accounts for around 8% of global steel production and 8.5% of global steel consumption, with these shares expected to increase to approximately 11% and 10.5%, respectively, by 2030.

In Southeast Asia, imports of construction materials and grains recorded notable growth in 2025 and are expected to continue in 2026. The IMF forecasts regional GDP growth of 4.2%, with technology investment and intra-regional trade supporting further industrialization and infrastructure development. Increased intra-regional consumption of Indonesian coal may constrain ton-nautical mile growth; however, imports of construction materials (particularly from China), grains from Australia and the Americas, as well as nickel ore, are expected to underpin demand for dry bulk tonnage.

Middle East and the Black Sea:

Economic activity in the Middle East continues to be centered on the Gulf countries, where demand for imports of construction materials and grains remains strong and is expected to continue growing in 2026. The Russia-Ukraine conflict has evolved into a prolonged war of attrition, with only sporadic progress in peace negotiations and Black Sea trade remains disrupted as a result. Should a breakthrough in peace negotiations occur in 2026, a

recovery in historical trade flows would be expected, potentially leading to increased demand for certain commodities. Demand for construction materials, in particular, would support infrastructure reconstruction estimated at USD 150–250 billion, representing a long-term positive for the market.

Vessel supply Outlook:

In 2026, the net growth in total deadweight is estimated at 3.2%, a slight increase from last year’s 3.0%. This is driven by a lower Capesize deliveries, while the other segments are expected to be higher, particularly in the Post-Panamax (approximately 80,000 dwt). Combined with an estimated low level of demolition, the overall tonnage supply remains on a steady upward trend. In 2025, global new building orders declined significantly across most of vessel segments, with exception of container ships, which record a slight increased. New order for dry bulk decreased by approximately 30%. However, due to rising construction costs, limited shipyard capacity and improved profitability among shipowners in recent years, resulting in a strong willingness to place new orders, the decline in newbuilding prices for dry bulk carriers has been limited. As a result, price remain at historically high level compared with the past decade. Currently, the dry bulk orderbook accounts for approximately 12.5% of the existing fleet in terms of deadweight tonnage, which is considered a reasonable level.

Energy conservation and carbon intensity regulations:

Shipping have been included in the European Union Emission Trading System (“EU ETS”) since the beginning of 2024. In addition, starting from 2025, the FuelEU Maritime came into force, under which the permitted annual average greenhouse gas (GHG) intensity of marine fuels will be reduced progressively at five-year intervals. Most vessels in our company are energy-efficient vessels and are therefore will positioned to comply with relevant regulatory requirements. Furthermore, under the terms of the charterparty contracts, charterers are responsible for bearing the cost of EU ETS allowance and any penalties arising under FuelEU Maritime.

Regarding the International Maritime Organization (IMO) has proposed a Net-Zero Framework, which would impose mandatory annual GHG emission limits on vessels, requiring non-compliant vessels to purchase emission allowance to offset excess emissions. This framework was originally scheduled to take effect in January, 2028. However, in October, 2025, following initiatives led by two major oil-produce countries, i.e. USA and Saudi Arabia, it was agreed that further discussions would be deferred for one year. Moreover, the Trump Administration has express strongly opposition to the framework

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and has withdrawn from certain United Nations climate-related organization. As a result, the implementation timeline of the IMO Net-Zero Framework remains subject to uncertainty.

The military conflict between the United States-Israel and Iran has, as of early March, effectively resulted in a de facto blockade of the Strait of Hormuz. War risk insurance premiums for vessels operating in waters around the Persian Gulf have surged, while oil prices have also risen sharply. For the dry bulk shipping sector, in the short term, some vessels are stranded in the Persian Gulf and the redeployments are required, leading to a reduction in available shipping capacity. In addition, high oil prices encourage vessels to sail at slower, more economical speeds. Both factors are supportive of freight rates. However, in the longer term, if the conflict drags on, dry bulk demand may decline because the region is an important importer of grains as well as an exporter of fertilizers and minerals. Moreover, persistently high oil prices could weigh on global economic growth, which would be unfavorable for freight rates.

8. The outlook for the future

In the short term, our company will continue to focus on vessel maintenance and enhanced personnel training to achieve the goal of zero accidents, while optimizing fleet deployment to improve vessel utilization. In the long term, our company will strengthen cooperation and maintain sound relationships with leading Charterers both domestically and internationally in order to secure favorable contracts and mitigate operational risks. At the same time, our company will closely monitor developments in the shipbuilding market so as to seize the opportunities to expand high-performance fleet and phase out older vessels when newbuilding prices are relatively low, thereby maintain the overall competitiveness of the fleet. With respect of passenger ferry operation of the "Penghu", our company will place strong emphasis on navigational safety and enhance marketing efforts to increase the passenger load factor and expand revenue. Regarding the ship management services, in addition to improving the quality of existing services, our company will actively pursue suitable new ship management contracts for more revenue and profitability.

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Attachment 2

The 2025 audit committee’s review report.

Board of Directors has prepared the 2025 Business Report, Consolidated and Parent Company Only Financial Statements and Profit Distribution Proposal, the consolidated and parent company only financial statements have been audited by Ya-Ling Wong and You-Cheng Hsin, both CPAs of Deloitte and Touche have issued independent auditors’ reports. The 2025 Business Report, Consolidated and Parent Company Only Financial Statements and Profit Distribution Proposal have been audited by the audit Committee and nothing unusual has been found. Pursuant to the relevant requirements of the Securities Exchange Act and the Company Act. We hereby submit this report to the 2026 Shareholders’ Meeting of Taiwan Navigation Co., Ltd.

Taiwan Navigation Co., Ltd.
Chairman of Audit Committee

April 28, 2026

Attachment 3

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Taiwan Navigation Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Taiwan Navigation Co., Ltd. and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statements Audit and Attestation Engagements of Certified Public Accountants and the 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 Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant 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 judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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The key audit matter identified in the consolidated financial statements of the Group for the year ended December 31, 2025 is stated as follows:

The Recognition of Subsidiaries’ Floating Revenue of Bulk Carriers

The Group’s subsidiaries Tai Shing Maritime Co., S.A. and Shin Wang Maritime Inc., primarily engage in bulk carrier transportation services and their floating bulk carriers revenue fluctuates with the shipping index based on agreements. Since the rental agreements of each ship are different and calculated manually, the risk of the accuracy of the recognition floating revenue of bulk carriers increases. Therefore, we considered the accuracy of the recognition of floating revenue of bulk carriers as a key audit matter.

Our main audit procedures performed were as follows:

We obtained an understanding of the design and implementation of internal controls relevant to the recognition of floating revenue of bulk carriers.
We selected samples from the floating bulk carriers revenue ledger and reviewed relevant documents such as bulk carrier contracts, current account statements, bank statements, the record of remittances, etc.
We recalculated the floating revenue of bulk carriers and verified the accuracy of the recognized amount.

Other Matter

We have also audited the parent company only financial statements of Taiwan Navigation Co., Ltd. as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.

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 IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, 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.

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Auditors' 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 auditors' 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 judgment and maintain professional skepticism throughout the audit. We also:

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.
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.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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 auditors' 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 auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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.
Obtain sufficient and appropriate audit evidence regarding the financial information of 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.

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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 for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' 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.

The engagement partners on the audits resulting in this independent auditors' report are Ya-Ling Wong and You-Cheng Hsin.

Deloitte & Touche
Taipei, Taiwan
Republic of China
March 9, 2026

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.

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TAIWAN NAVIGATION CO., LTD. AND SUBSIDIARIES

BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025		2024
ASSETS	Amount	%	Amount	%
CURRENT ASSETS
Cash and cash equivalents (Notes 4, 6 and 24)	$ 1,347,324	5	$ 772,044	3
Financial assets at fair value through other comprehensive income (Notes 4, 7 and 25)	2,060,900	8	2,817,619	10
Accounts receivable, net (Notes 4, 8 and 18)	25,550	-	19,709	-
Trade receivables from related parties (Notes 4, 8, 18 and 25)	68,466	-	73,169	-
Net finance lease receivables from related parties (Notes 4, 9 and 18)	57,692	-	56,432	-
Prepayments	156,782	1	162,238	1
Other financial assets (Notes 4, 10 and 25)	28,806	-	354,676	1
Other current assets (Note 4)	3,223	-	5,472	-
Total current assets	3,748,743	14	4,261,359	15
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income (Notes 4 and 7)	220,391	1	118,643	-
Investments accounted for using the equity method (Notes 4 and 11)	206,625	1	202,212	1
Property, plant and equipment (Notes 4, 12 and 26)	19,118,850	72	20,713,649	74
Investment properties (Notes 4 and 13)	1,139,124	4	1,145,869	4
Intangible assets (Notes 4 and 14)	33,869	-	19,299	-
Deferred tax assets (Notes 4 and 20)	2,168	-	289	-
Prepayments for equipment (Notes 12 and 27)	698,651	3	223,539	1
Net finance lease receivables from related parties (Notes 4, 9 and 18)	1,235,062	5	1,280,380	5
Other non-current assets (Notes 4, 25 and 26)	5,071	-	4,831	-
Total current assets	22,659,811	86	23,708,711	85
TOTAL	$ 26,408,554	100	$ 27,970,070	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 15, 22 and 25)	$ 1,003,335	4	$ 1,213,982	4
Notes and accounts payable	207,148	1	255,189	1
Other payables	209,617	1	207,014	1
Current tax liabilities (Notes 4 and 20)	287,544	1	154,035	1
Current portion of long-term borrowings (Notes 15, 22, 25 and 26)	62,860	-	121,020	-
Other current liabilities (Notes 4, 13 and 25)	107,319	-	100,647	-
Total current liabilities	1,877,823	7	2,051,887	7
NON-CURRENT LIABILITIES
Long-term borrowings (Notes 15, 22, 25 and 26)	5,646,939	21	6,581,123	24
Deferred tax liabilities (Notes 4 and 20)	263,891	1	263,777	1
Net defined benefit liabilities (Notes 4 and 16)	27,783	-	23,270	-
Other non-current liabilities (Notes 13 and 25)	752,227	3	798,150	3
Total non-current liabilities	6,690,840	25	7,666,320	28
Total liabilities	8,568,663	32	9,718,207	35
EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 4, 17 and 25)
Ordinary shares	4,172,945	16	4,172,945	15
Capital surplus	334,382	1	334,382	1
Retained earnings
Legal reserve	2,568,831	10	2,439,374	9
Unappropriated earnings	8,501,748	32	7,920,642	28
Total retained earnings	11,070,579	42	10,360,016	37
Other equity	2,261,985	9	3,384,520	12
Total equity attributable to owners of the Corporation	17,839,891	68	18,251,863	65
Total equity	17,839,891	68	18,251,863	65
TOTAL	$ 26,408,554	100	$ 27,970,070	100

The accompanying notes are an integral part of the consolidated financial statements.

TAIWAN NAVIGATION CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

	2025		2024
	Amount	%	Amount	%
OPERATING REVENUE (Notes 4, 18 and 25)	$ 4,299,838	100	$ 4,400,046	100
OPERATING COSTS (Notes 4, 19 and 25)	2,504,976	58	2,556,870	58
GROSS PROFIT	1,794,862	42	1,843,176	42
ADMINISTRATIVE EXPENSES (Notes 8 and 19)	208,963	5	184,044	4
PROFIT FROM OPERATIONS	1,585,899	37	1,659,132	38
NON-OPERATING INCOME AND EXPENSES
Interest income (Note 4)	35,062	1	37,365	1
Dividend income (Notes 4, 7 and 25)	279,288	7	75,313	2
Other income (Notes 19 and 25)	57,118	1	45,591	1
Gain on disposal of property, plant and equipment (Notes 4 and 12)	-	-	20,383	-
Share of profit of associates accounted for using the equity method (Notes 4 and 10)	7,400	-	5,137	-
Interest expense (Notes 4, 19 and 25)	(310,391)	(7)	(378,959)	(9)
Other expenses	(3,584)	-	(4,831)	-
Net gain (loss) on foreign currency exchange (Notes 4, 19 and 28)	(30,914)	(1)	2,203	-
Total non-operating income and expenses	33,979	1	(197,798)	(5)
INCOME BEFORE INCOME TAX	1,619,878	38	1,461,334	33
INCOME TAX EXPENSE (Notes 4 and 20)	294,230	7	178,100	4
NET PROFIT FOR THE YEAR	1,325,648	31	1,283,234	29
OTHER COMPREHENSIVE INCOME (LOSS) (Note 4)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans (Note 16)	(3,831)	-	2,054	-
Unrealized gain (loss) on investments in equity instruments designated as at fair value through other comprehensive income	(638,081)	(15)	946,409	21
Share of other comprehensive (loss) income of associates accounted for using the equity method (Note 11)	4,831	-	(13,508)	-
	(637,081)	(15)	934,955	21

(Continued)

TAIWAN NAVIGATION CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

	2025		2024
	Amount	%	Amount	%
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating the financial statements of foreign operations	$ (474,597)	(11)	$ 731,925	17
Other comprehensive income (loss) for the year, net of income tax	(1,111,678)	(26)	1,666,880	38
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	$ 213,970	5	$ 2,950,114	67
NET PROFIT ATTRIBUTABLE TO:
Owners of the Corporation	$ 1,325,648	31	$ 1,283,234	29
Non-controlling interests	-	-	-	-
	$ 1,325,648	31	$ 1,283,234	29
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:
Owners of the Corporation	$ 213,970	5	$ 2,950,114	67
Non-controlling interests	-	-	-	-
	$ 213,970	5	$ 2,950,114	67
EARNINGS PER SHARE (Note 21)
Basic	$ 3.18		$ 3.08
Diluted	$ 3.17		$ 3.07

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

TAIWAN NAVIGATION CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	Ordinary Shares		Capital Surplus	Retained Earnings		Exchange Differences on Translating Foreign Operations	Other Equity Unrealized Income (Loss) on Investments in Financial Assets at Fair Value Through Other Comprehensive Income	Total Equity
	Shares (In Thousands)	Amount		Legal Reserve	Unappropriated Earnings
BALANCE AT JANUARY 1, 2024	417,294	$ 4,172,945	$ 334,382	$ 2,272,533	$ 7,460,584	$ 180,022	$ 1,548,954	$ 15,969,420
Appropriation of 2023 earnings
Legal reserve	-	-	-	166,841	(166,841)	-	-	-
Cash dividends	-	-	-	-	(667,671)	-	-	(667,671)
Net profit for the year ended December 31, 2024	-	-	-	-	1,283,234	-	-	1,283,234
Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax	-	-	-	-	2,054	731,925	932,901	1,666,880
Total comprehensive income (loss) for the year ended December 31, 2024	-	-	-	-	1,285,288	731,925	932,901	2,950,114
Disposal of investments in equity instruments designated as at fair value through other comprehensive income	-	-	-	-	4,911	-	(4,911)	-
Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates	-	-	-	-	4,371	-	(4,371)	-
BALANCE AT DECEMBER 31, 2024	417,294	4,172,945	334,382	2,439,374	7,920,642	911,947	2,472,573	18,251,863
Appropriation of 2024 earnings
Legal reserve	-	-	-	129,457	(129,457)	-	-	-
Cash dividends	-	-	-	-	(625,942)	-	-	(625,942)
Net profit for the year ended December 31, 2025	-	-	-	-	1,325,648	-	-	1,325,648
Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax	-	-	-	-	(3,831)	(474,597)	(633,250)	(1,111,678)
Total comprehensive income (loss) for the year ended December 31, 2025	-	-	-	-	1,321,817	(474,597)	(633,250)	213,970
Disposal of investments in equity instruments designated as at fair value through other comprehensive income	-	-	-	-	14,688	-	(14,688)	-
BALANCE AT DECEMBER 31, 2025	417,294	$ 4,172,945	$ 334,382	$ 2,568,831	$ 8,501,748	$ 437,350	$ 1,824,635	$ 17,839,891

The accompanying notes are an integral part of the consolidated financial statements.

TAIWAN NAVIGATION CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax	$ 1,619,878	$ 1,461,334
Adjustments for:
Depreciation and amortization	928,956	942,157
Expected credit loss recognized (reversed) on trade receivables	10,709	(4,854)
Interest expense	310,391	378,959
Interest income	(35,062)	(37,365)
Dividend income	(279,288)	(75,313)
Share of profit of associates accounted for using the equity method	(7,400)	(5,137)
Gain on disposal of property, plant and equipment	-	(20,383)
Unrealized net (gain) loss on foreign currency exchange	(234)	361
Changes in operating assets and liabilities
Accounts receivable	(6,638)	9,720
Trade receivables from related parties	38,226	82,731
Prepayments	25	(10,898)
Other current assets	(208)	110,813
Other financial assets	(7,861)	616
Notes and accounts payable	(39,428)	82,362
Other payables	9,305	(12,424)
Other current liabilities	8,523	(15,501)
Net defined benefit liabilities	682	(4,922)
Other non-current liabilities	(46,937)	(46,937)
Cash generated from operations	2,503,639	2,835,319
Income tax paid	(162,486)	(424,386)
Net cash generated from operating activities	2,341,153	2,410,933
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at fair value through other comprehensive income	16,890	5,608
Payments for property, plant and equipment	(580,535)	(3,482,165)
Proceeds from disposal of property, plant and equipment	-	1,165,515
Increase in intangible assets	(28,064)	(86)
Decrease in intangible assets	10,738	-
Payments for investment properties	-	(12,534)
Decrease in other financial assets	317,230	139,523
Increase in other non-current assets	(247)	(210)
Interest received	37,328	37,037
Dividends received	287,106	83,130
Net cash generated from (used in) investing activities	60,446	(2,064,182)
		(Continued)

30 -

TAIWAN NAVIGATION CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings	$ (173,791)	$ 544,120
Proceeds from long-term borrowings	571,416	3,240,867
Repayments of long-term borrowings	(1,280,802)	(2,873,104)
Increase in other non-current liabilities	1,014	121
Cash dividends paid	(625,942)	(667,671)
Interest paid	(313,694)	(380,566)
Net cash used in financing activities	(1,821,799)	(136,233)
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES	(4,520)	37,691
NET INCREASE IN CASH AND CASH EQUIVALENTS	575,280	248,209
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR	772,044	523,835
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	$ 1,347,324	$ 772,044

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Taiwan Navigation Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of Taiwan Navigation Co., Ltd. (the "Corporation"), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the parent company only "financial statements").

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Corporation as of December 31, 2025 and 2024, and its parent company only financial performance and its parent company only 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 Financial Statements Audit and Attestation Engagements of Certified Public Accountants and the 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 Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant 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 judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2025. 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, and we do not provide a separate opinion on these matters.

32 -

The key audit matters identified in the parent company only financial statements of the Corporation for the year ended December 31, 2025 are stated as follows:

Recognition of Investments Accounted for Using the Equity Method from Floating Revenue of Bulk Carriers

The investments accounted for using the equity method of subsidiaries, Tai Shing Maritime Co., S.A. and Shin Wang Maritime Inc., are primarily engaged in bulk carrier transportation services and their floating bulk carriers revenue fluctuates with the shipping index based on agreements. Since the rental agreements of each ship are different and calculated manually, the risk of the accuracy of the recognition floating revenue of bulk carriers increases and affects the recognition of gain or loss of the Corporation's investments using the equity method in the current year. Therefore, we considered the accuracy of the recognition of floating revenue of bulk carriers as key audit matters.

Our main audit procedures performed were as follows:

We obtained an understanding of the design and implementation of internal controls relevant to the recognition of floating revenue of bulk carriers.
We selected samples from the floating bulk carriers revenue ledger and reviewed relevant documents such as bulk carrier contracts, current account statements, bank statements, the record of remittances, etc.
We recalculated the floating revenue of bulk carriers and verified the accuracy of the recognized amount.

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 Corporation'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 Corporation 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 Corporation's financial reporting process.

Auditors' 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 auditors' 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 parent company only financial statements.

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

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.
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 Corporation’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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 Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ 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 auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
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.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Corporation to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

— 34 —

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 for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors’ 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.

The engagement partners on the audits resulting in this independent auditors’ report are Ya-Ling Wong and You-Cheng Hsin.

Deloitte & Touche
Taipei, Taiwan
Republic of China

March 9, 2026

Notice to Readers

The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.

35 -

TAIWAN NAVIGATION CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025		2024
ASSETS	Amount	%	Amount	%
CURRENT ASSETS
Cash and cash equivalents (Notes 4, 6 and 23)	$ 133,086	1	$ 102,230	1
Financial assets at fair value through other comprehensive income (Notes 4, 7 and 23)	2,060,900	11	2,817,619	14
Accounts receivable, net (Notes 4, 8 and 16)	1,495	-	3,019	-
Trade receivables from related parties (Notes 4, 8, 16 and 23)	71,603	-	76,396	-
Net finance lease receivables from related parties (Notes 4, 9 and 16)	57,692	-	56,432	-
Prepayments	32,084	-	31,049	-
Other financial assets (Notes 4 and 23)	23,670	-	19,204	-
Other current assets (Note 4)	1,249	-	1,256	-
Total current assets	2,381,779	12	3,107,205	15
NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income (Notes 4 and 7)	220,391	1	118,643	1
Investments accounted for using the equity method (Notes 4 and 10)	12,641,117	65	12,297,028	61
Property, plant and equipment (Notes 4, 11 and 24)	1,985,613	10	2,090,749	11
Investment properties (Notes 4 and 12)	1,139,124	6	1,145,869	6
Intangible assets	22,529	-	19,299	-
Deferred tax assets (Notes 4 and 18)	2,168	-	289	-
Net finance lease receivables from related parties (Notes 4, 9 and 16)	1,235,062	6	1,280,380	6
Other non-current assets (Notes 4, 23 and 24)	4,914	-	4,667	-
Total non-current assets	17,250,918	88	16,956,924	85
TOTAL	$ 19,632,697	100	$ 20,064,129	100
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Notes 13, 20 and 23)	$ 230,000	1	$ 336,000	2
Notes and accounts payable	35,503	-	56,290	-
Other payables	130,932	1	124,789	1
Current tax liabilities (Notes 4 and 18)	287,544	2	154,035	1
Other current liabilities (Notes 4, 12 and 23)	64,926	-	55,955	-
Total current liabilities	748,905	4	727,069	4
NON-CURRENT LIABILITIES
Deferred tax liabilities (Notes 4 and 18)	263,891	1	263,777	1
Net defined benefit liabilities (Notes 4 and 14)	27,783	-	23,270	-
Other non-current liabilities (Notes 12 and 23)	752,227	4	798,150	4
Total non-current liabilities	1,043,901	5	1,085,197	5
Total liabilities	1,792,806	9	1,812,266	9
EQUITY (Notes 4, 15 and 23)
Ordinary shares	4,172,945	21	4,172,945	21
Capital surplus	334,382	2	334,382	2
Retained earnings
Legal reserve	2,568,831	13	2,439,374	12
Unappropriated earnings	8,501,748	43	7,920,642	39
Total retained earnings	11,070,579	56	10,360,016	51
Other equity	2,261,985	12	3,384,520	17
Total equity	17,839,891	91	18,251,863	91
TOTAL	$ 19,632,697	100	$ 20,064,129	100

The accompanying notes are an integral part of the financial statements.

TAIWAN NAVIGATION CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

	2025		2024
	Amount	%	Amount	%
OPERATING REVENUE (Notes 4, 16 and 23)	$ 851,835	100	$ 821,094	100
OPERATING COSTS (Notes 4, 17 and 23)	513,606	60	559,118	68
GROSS PROFIT	338,229	40	261,976	32
ADMINISTRATIVE EXPENSES (Notes 8 and 17)	200,245	24	172,942	21
PROFIT FROM OPERATIONS	137,984	16	89,034	11
NON-OPERATING INCOME AND EXPENSES
Share of profit of subsidiaries and associates (Notes 4 and 10)	1,120,473	132	1,202,562	146
Interest income (Note 4)	2,022	-	1,386	-
Dividend income (Notes 4, 7 and 23)	279,288	33	75,313	9
Other income (Notes 17 and 23)	116,442	14	98,154	12
Interest expense (Notes 4, 17 and 23)	(4,746)	(1)	(3,307)	-
Other expenses (Note 23)	(1,870)	-	(3,119)	-
Net gain (loss) on foreign currency exchange (Notes 4, 17 and 26)	(29,715)	(4)	1,311	-
Total non-operating income and expenses	1,481,894	174	1,372,300	167
INCOME BEFORE INCOME TAX	1,619,878	190	1,461,334	178
INCOME TAX EXPENSE (Notes 4 and 18)	294,230	34	178,100	22
NET PROFIT FOR THE YEAR	1,325,648	156	1,283,234	156
OTHER COMPREHENSIVE INCOME (LOSS) (Note 4)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans (Note 14)	(3,831)	(1)	2,054	-
Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income	(638,081)	(75)	946,409	115
Share of the other comprehensive income (loss) of associates accounted for using the equity method (Note 10)	4,831	1	(13,508)	(1)

(Continued)

TAIWAN NAVIGATION CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

	2025		2024
	Amount	%	Amount	%
	(637,081)	(75)	934,955	114
Items that may be reclassified subsequently to profit or loss:
Share of the other comprehensive income (loss) of subsidiaries and associates accounted for using the equity method (Note 10)	(474,597)	(56)	731,925	89
Other comprehensive income (loss) for the year, net of income tax	(1,111,678)	(131)	1,666,880	203
TOTAL COMPREHENSIVE INCOME FOR THE YEAR	$ 213,970	25	$ 2,950,114	359
EARNINGS PER SHARE (Note 19)
Basic	$ 3.18		$ 3.08
Diluted	$ 3.17		$ 3.07

The accompanying notes are an integral part of the financial statements.

(Concluded)

38 -

TAIWAN NAVIGATION CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	Ordinary Shares		Capital Surplus	Retained Earnings		Exchange Differences on Translating Foreign Operations	Other Equity Unrealized Income (Loss) on Investments in Financial Assets at Fair Value Through Other Comprehensive Income	Total Equity
	Shares (In Thousands)	Amount		Legal Reserve	Unappropriated Earnings
BALANCE AT JANUARY 1, 2024	417,294	$ 4,172,945	$ 334,382	$ 2,272,533	$ 7,460,584	$ 180,022	$ 1,548,954	$ 15,969,420
Appropriation of 2023 earnings
Legal reserve	-	-	-	166,841	(166,841)	-	-	-
Cash dividends	-	-	-	-	(667,671)	-	-	(667,671)
Net profit for the year ended December 31, 2024	-	-	-	-	1,283,234	-	-	1,283,234
Other comprehensive income (loss) for the year ended December 31, 2024, net of income tax	-	-	-	-	2,054	731,925	932,901	1,666,880
Total comprehensive income (loss) for the year ended December 31, 2024	-	-	-	-	1,285,288	731,925	932,901	2,950,114
Disposal of investments in equity instruments designated as at fair value through other comprehensive income	-	-	-	-	4,911	-	(4,911)	-
Disposal of investments in equity instruments designated as at fair value through other comprehensive income by associates	-	-	-	-	4,371	-	(4,371)	-
BALANCE AT DECEMBER 31, 2024	417,294	4,172,945	334,382	2,439,374	7,920,642	911,947	2,472,573	18,251,863
Appropriation of 2024 earnings
Legal reserve	-	-	-	129,457	(129,457)	-	-	-
Cash dividends	-	-	-	-	(625,942)	-	-	(625,942)
Net profit for the year ended December 31, 2025	-	-	-	-	1,325,648	-	-	1,325,648
Other comprehensive income (loss) for the year ended December 31, 2025, net of income tax	-	-	-	-	(3,831)	(474,597)	(633,250)	(1,111,678)
Total comprehensive income (loss) for the year ended December 31, 2025	-	-	-	-	1,321,817	(474,597)	(633,250)	213,970
Disposal of investments in equity instruments designated as at fair value through other comprehensive income	-	-	-	-	14,688	-	(14,688)	-
BALANCE AT DECEMBER 31, 2025	417,294	$ 4,172,945	$ 334,382	$ 2,568,831	$ 8,501,748	$ 437,350	$ 1,824,635	$ 17,839,891

The accompanying notes are an integral part of the financial statements.

TAIWAN NAVIGATION CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(In Thousands of New Taiwan Dollars)

	2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax	$ 1,619,878	$ 1,461,334
Adjustments for:
Depreciation and amortization expenses	129,409	128,899
Expected credit loss recognized (reversed) on trade receivables	10,709	(4,854)
Interest expense	4,746	3,307
Interest income	(2,022)	(1,386)
Dividend income	(279,288)	(75,313)
Share of profit of subsidiaries and associates	(1,120,473)	(1,202,562)
Unrealized net (gain) loss on foreign currency exchange	(199)	286
Changes in operating assets and liabilities
Accounts receivable	1,350	12,504
Trade receivables from related parties	38,281	84,427
Prepayments	(1,035)	(3,682)
Other current assets	(208)	110,813
Other financial assets	(4,466)	(1,974)
Notes and accounts payable	(20,553)	16,234
Other payables	6,264	(11,238)
Other current liabilities	8,971	3,937
Net defined benefit liabilities	682	(4,922)
Other non-current liabilities	(46,937)	(46,937)
Cash generated from operations	345,109	468,873
Income tax paid	(162,486)	(424,386)
Net cash generated from operating activities	182,623	44,487
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at fair value through other comprehensive income	16,890	5,608
Payments for property, plant and equipment	(14,655)	(18,508)
Payments for investment properties	-	(12,534)
Increase in other non-current assets	(6,350)	(296)
Interest received	2,237	1,348
Dividends received	585,906	392,640
Net cash generated from investing activities	584,028	368,258
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings	(106,000)	226,000
Increase in other non-current liabilities	1,014	121
Cash dividends paid	(625,942)	(667,671)
Interest paid	(4,867)	(2,953)
Net cash used in financing activities	(735,795)	(444,503)

(Continued)

TAIWAN NAVIGATION CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

	2025	2024
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	30,856	(31,758)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR	102,230	133,988
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	$ 133,086	$ 102,230

The accompanying notes are an integral part of the financial statements. (Concluded)

41 -

Attachment 4

Comparison Table for Taiwan Navigation Co., Ltd.

Rules of Procedure for Shareholders' Meeting Before and After Amendment

After Amendment	Before Amendment
Article 3
(Paragraphs 1 through 2 are omitted)
The Corporation shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors (including independent directors), as well as the shareholders meeting agenda handbook and supplemental meeting materials, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders' meeting or before 15 days before the date of a special shareholders' meeting. In addition, before 15 days before the date of the shareholders' meeting, the Corporation shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.
(The subsequent paragraphs are renumbered accordingly)	Article 3
(Paragraphs 1 through 2 are omitted)
The Corporation shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors (including independent directors), and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders' meeting or before 15 days before the date of a special shareholders' meeting. The Corporation shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders' meeting or before 15 days before the date of the special shareholders' meeting. If, however, the Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders' meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders' meeting.
In addition, before 15 days before the date of the shareholders' meeting, the Corporation shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby.
(The remainder is omitted)

After Amendment	Before Amendment
Article 13

(Paragraphs 1 through 6 are omitted)

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Corporation (except for independent monitoring personnel).

Where the agenda of a shareholders meeting includes an election of directors and the number of candidates exceeds the number of seats to be filled, a proposal for the dismissal of directors, or any proposal as referred to in Article 185 or Article 316 of the Company Act, or Article 18, Article 27, Article 29, or Article 35 of the Business Mergers and Acquisitions Act, it is advisable that the chairperson appoint a lawyer, accountant, or notary public to act as the monitoring personnel.

Any person designated by the chairperson in accordance with the preceding paragraph may not be responsible for matters relating to the voting process, and may not be a director, managerial officer, or employee of the Company or its affiliates.

Monitoring personnel shall supervise the voting and counting process and sign the statistical table of the election results.

Where independent monitoring personnel are appointed in accordance with Paragraph 8, the minutes of the shareholders’ meeting shall specify the names and titles of such monitors.

(The subsequent paragraphs are renumbered accordingly) | Article 13

(Paragraphs 1 through 6 are omitted)

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Corporation.

(The remainder is omitted) |
| Article 24

The Rules were established initially on May 15, 1998. The 1st amendment on Jun. 21, 2002, 2nd Amendment on Jun. 22, 2016, 3rd Amendment on Jun. 22, 2021, 4th Amendment on Jun. 15, 2022, and 5th Amendment on Jun. 11, 2026. | Article 24

The Rules were established initially on May 15, 1998. The 1st amendment on Jun. 21, 2002, 2nd Amendment on Jun. 22, 2016, 3rd Amendment on Jun. 22, 2021, and 4th Amendment on Jun. 15, 2022. |

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Appendices

— 44 —

Appendices 1

TAIWAN NAVIGATION CO., LTD

Rules of Procedure for Shareholders' Meeting

Created on May 15, 1998
First amendment was made on June 21, 2002
Second amendment was made on June 22, 2016
Third amendment was made on June 22, 2021
Fourth Amendment was made on June 15, 2022

Article 1
To establish a strong governance system and sound supervisory capabilities for the Corporation's shareholders' meeting, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2
The rules of procedures for the shareholders' meeting, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3
Unless otherwise provided by law or regulation, the Corporation's shareholders' meetings shall be convened by the board of directors.

Changes to how the Corporation convenes its shareholders' meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders' meeting notice.

The Corporation shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors (including independent directors), and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders' meeting or before 15 days before the date of a special shareholders' meeting. The Corporation shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders' meeting or before 15 days before the date of the special shareholders' meeting. If, however, the Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders' meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders' meeting.

In addition, before 15 days before the date of the shareholders' meeting, the Corporation shall also have prepared the shareholders' meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Corporation and the professional shareholder services agent designated thereby.

The Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders' meeting:

For physical shareholders' meetings, to be distributed on-site at the meeting.
For hybrid shareholders' meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
For virtual-only shareholders' meetings, electronic files shall be shared on the

virtual meeting platform.

The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors (including independent directors), amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors (including independent directors), surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders' meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all directors (including independent directors) as well as their inauguration date is stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to the Corporation a proposal for discussion at a regular shareholders' meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders' meeting is held, the Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders' meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders' meeting, the Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4

For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Corporation and stating the scope of the proxy's authorization.

— 46 —

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders' meeting, and shall deliver the proxy form to the Corporation before five days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

If, after a proxy form is delivered to the Corporation, a shareholder wishes to attend the shareholders' meeting online, a written notice of proxy cancellation shall be submitted to the Corporation two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5

The venue for a shareholders' meeting shall be the premises of the Corporation, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

The restrictions on the place of the meeting shall not apply when the Corporation convenes a virtual-only shareholders' meeting.

Article 6

The Corporation shall specify in its shareholders' meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

For virtual shareholders' meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders' meeting in person.

Shareholders shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors (including independent directors), pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented

— 47 —

by more than one representative at a shareholders' meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

In the event of a virtual shareholders' meeting, shareholders wishing to attend the meeting online shall register with the Corporation two days before the meeting date.

In the event of a virtual shareholders' meeting, the Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 6-1

To convene a virtual shareholders' meeting, the Corporation shall include the follow particulars in the shareholders' meeting notice:

How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:

A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
B. Shareholders not having registered to attend the affected virtual shareholders' meeting shall not attend the postponed or resumed session.
C. In case of a hybrid shareholders' meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, meets the minimum legal requirement for a shareholders' meeting, then the shareholders' meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.
D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
3. To convene a virtual-only shareholders' meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online shall be specified.

Article 7

If a shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and

— 48 —

business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders' meeting convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The Corporation may appoint its attorneys, certified public accountants, or related, persons retained by it to attend a shareholders' meeting in a non-voting capacity.

Article 8

The Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Where a shareholders' meeting is held online, the Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by the Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

In case of a virtual shareholders' meeting, the Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.

Article 9

Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders' meeting, the Corporation shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding

— 49 —

paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders' meeting shall be convened within one month. In the event of a virtual shareholders' meeting, shareholders intending to attend the meeting online shall re-register to the Corporation in accordance with Article 6.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.

Article 10

If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 11

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to

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attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Where a virtual shareholders' meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

Article 12

Voting at a shareholders' meeting shall be calculated based on the number of shares. With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When the Corporation holds a shareholders' meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person or online, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Corporation avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Corporation before two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

— 51 —

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders' meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders' meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Corporation.

Vote counting for shareholders' meeting proposals or elections shall be conducted in public at the place of the shareholders' meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

When the Corporation convenes a virtual shareholders' meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders' meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

When the Corporation convenes a hybrid shareholders' meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders' meeting in person, they shall revoke their registration two days before the shareholders' meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders' meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders' meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the

— 52 —

original proposals or exercise voting rights on amendments to the original proposal.

Article 14
The election of directors (including independent directors) at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors (including independent directors) and the numbers of votes with which they were elected, and the names of directors (including independent directors) not elected and number of votes they received.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15
Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

The Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors (including independent directors). The minutes shall be retained for the duration of the existence of the Corporation.

Where a virtual shareholders’ meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders’ meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

When convening a virtual-only shareholders’ meeting, other than compliance with the requirements in the preceding paragraph, the Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders’ meeting online.

Article 16
On the day of a shareholders’ meeting, the Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders’ meeting. In the event a virtual shareholders’ meeting, the Corporation shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

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During the Corporation's virtual shareholders' meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or Taipei Exchange Market) regulations, the Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17
Staff handling administrative affairs of a shareholders' meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders' meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Corporation, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18
When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders' meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19
In the event of a virtual shareholders' meeting, the Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

Article 20
When the Corporation convenes a virtual-only shareholders' meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

Article 21
In the event of a virtual shareholders' meeting, the Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.

In the event of a virtual shareholders' meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20,

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paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders' meeting online shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders' meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders' meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders' meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors (including independent directors).

When the Corporation convenes a hybrid shareholders' meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders' meeting online, still meets the minimum legal requirement for a shareholders' meeting, then the shareholders' meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders' meeting.

When postponing or resuming a meeting according to the second paragraph, the Corporation shall handle the preparatory work based on the date of the original shareholders' meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholders' Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Corporations shall handle the matter based on the date of the shareholders' meeting that is postponed or resumed under the second paragraph.

Article 22

When convening a virtual-only shareholders' meeting, the Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders' meeting online.

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Article 23
These Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.

Article 24
The Rules were established initially on May 15, 1998. The 1st amendment on Jun. 21, 2002, 2nd Amendment on Jun. 22, 2016, 3rd Amendment on Jun. 22, 2021, and 4th Amendment on Jun. 15, 2022.

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Appendices 2

TAIWAN NAVIGATION CO., LTD

Articles of Incorporation

Chapter 1 – General

Article 1 The Corporation shall be incorporated as a company limited by shares under the Company Act and its name should be Taiwan Navigation Co., Ltd.

Article 2 The scope of business of the Corporation shall be as follows:

Operation of domestic and overseas passengers and shipment services;
Operation of domestic and overseas docks and Warehouses;
Businesses accessorial to steamers, docks and warehouses;
Operation of shipping agency business;
Operations of sand pumping, channel dredging and tugboats;
Commissioned building, leasing and selling of residential buildings and commercial buildings.

And the Corporation may engage in any business that is not prohibited or restricted by law, except the business requiring permission.

Article 3 The investment of the Corporation in other entity is not restricted by the limitation on total amount of its reinvestment under the Company Act; however, the amount of each investment shall be subject to the authorization of Board of Directors.

Article 4 For the needs in business operations, the Corporation may provide guarantee and/or providing endorsement pursuant to the Operational Procedures for Endorsements and Guarantees of the Corporation.

Article 5 The headquarter of the Corporation located in Taipei City. If necessary, it may set up or dismiss domestic and overseas branch.

Article 6 The announcement of the Company shall be posted in prevailing daily newspapers, in the significant part, where the Headquarter located. However, this shall not apply if Securities Exchange agency has different requirement.

Chapter 2 – Shares

Article 7 Total capitalization of the Corporation is NTD6 billion, divided into 600 million common shares, with part value of NTD10 per share. The Board of Directors is authorized to issue those un-issued shares in installments.

Article 8 Shares issued by the Corporation may be exempted from printing physical share certificates but shares should be registered with Central Securities Depository Institution.

Article 9 (Deleted)

Article 10 Unless otherwise provided for in law or securities rules and / or regulations, the share affairs and related matters shall be complying with the Regulations Governing the Administration of Shareholder Services of Public Companies as promulgated by the competent authority.

Chapter 3 – Shareholders’ Meeting

Article 11 Shareholders’ Meetings of the Corporation consist of Regular and Special Shareholders’ Meeting and shall be called by Board of Directors, unless otherwise provided in the Company Act.

General Shareholders’ Meeting shall be convened at least once a year and shall be convened within 6 months after the close of last fiscal year. However, this shall not be applicable under special situation with justifiable cause and approved by competent authority.

The Notice to convene a Regular and Special Shareholders’ Meetings shall be given to each shareholder no later than 30 days and 15 days in advance respectively and such notice shall state the date and place as well as cause of the meeting.

Article 11-1 The Company's shareholders' meetings may be convened by teleconferencing or other methods promulgated by the central competent authority.

Article 12 A shareholder unable to attend shareholders’ meeting may present a proxy printed by the Corporation stated scope of authorization and delegate an agent to attend.

Except as otherwise provided in the Company Act, a shareholder attending shareholders’ meeting under proxy shall be complying with the stipulations under Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.

Article 13 A shareholder of the Corporation has one voting right in respect of each share held; however, this shall not apply to shareholders without voting right or with restrict voting right under law or articles of incorporation.

When electing directors in shareholders’ meeting, each share has number of voting rights equal to the number of directors to be elected, and the voting rights may be consolidated for any one of them or split for several director candidates, and the candidate won the higher number of voting right shall be the director elected.

Article 14 Unless otherwise provided for in the Company Act, resolution of shareholders’ meeting shall be made in a shareholders’ meeting attended with shareholders representing more than one-half of the issued shares and with more than half of voting rights of the attending shareholders.

When number of shareholders attended is less than both the above rated number, but attended with shareholders representing more than 1/3 of issued shares, a tentative resolution may be made with consent of shareholders representing more than half of the voting right, and the tentative resolution shall be notified among all shareholders and call the shareholders’ meeting again within one month.

Article 15 At time of shareholders’ meeting, the Chairman of Board shall be the chairman; in case the Chairman is prevented from attending, one of the other directors shall be appointed to act as chairman and in the absence of such appointment, rest of directors shall elect among them, one director to act as chairman.

If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chairman from among themselves.

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Chapter 4 – Directors, Audit Committee and Duties

Article 16
The Company shall install 7 to 9 directors each of them shall have tenure of 3 years and all directors are eligible for re-election. Generation of candidates shall be by nomination and shareholders shall elect from list of candidates. The shareholdings of the entire pack of directors shall be complying with the requirements under Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies.

Among the above directors, independent directors shall be no less than 3 and shall not be less than 1/5 of total number of directors.

The Company organized Audit Committee, formed with all independent directors and is responsible for performing duties of supervisors provided under Company Act, Securities Exchange Act and other related legislations.

Member of Audit Committee, exercising of rights and duties and all other matters to be complied shall follow related legislations and requirements. The charter of the organization shall be established by Board of Directors separately.

Article 17
Directors shall form Board of Directors and adopted by a majority vote of a meeting of the board of directors attented by two-third or more of all directors to elect one of the Directors as the Chairman to represent the Company.

The remuneration for the Chairman and other directors shall be determined by Board of Directors under authorization, basis the extend involvement and contribution in the company affairs of each director as well as the standards of the industry.

At the severance or retiring of Chairman of the Board, the land side employee retirement system shall be applied for providing the severance pay or pension.

Article 17-1
In order to spread the legal liability and risk of directors and to promote the ability of company governance, the Company may subscribe liability insurance for all the directors, supervisors and the directors, supervisors which dispatched to the invested company.

Article 18
Board Meeting shall be called every two months. A notice for meeting shall be given to each and every director 7 days in advance, with the cause of meeting stated; however, with emergency, it may be called anytime. In Directors Meeting, directors shall attend in person, but if any of the director is prevented from attending in person, another may be delegate to attend, but one director may be representing only one director in Board Meeting.

If a directors Meeting is held in form of video conference, director attended in video conference shall be deemed as attended in person.

Article 19
Directors Meeting shall be called by Chairman of the Board. At absence of Chairman and is unable to perform duty, one of the directors shall be appointed to be the deputy, but if without such appointment, one of the directors shall be elected from them to be the deputy.

Article 20
Unless otherwise provided for in Company Act, the resolution of Board Meeting shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. When the number of yay and nay are the same, the Chairman shall determine it.

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60 -

Article 21
Duties of Board of Directors are:
1. Review and determine business plan;
2. Review and determine guides for application of funds;
3. Review and determine budget and final accounting of the Company;
4. Proposing earnings distribution;
5. Approving setting up and dismissing of branch offices;
6. Review and approving material rules and regulations;
7. Approving the appointment and dismissal of important jobs;
8. Review and determine important contract with other entity;
9. Review matters submit for approval by the General Manager.
10. Other duties vested under related legislation and by Shareholders’ Meeting.

Article 22
(Deleted)

Article 23
When the number of vacancies in the board of directors of a company equals to one third of the total number of directors or all the independent directors are discharged, the Board of Director shall call, within 60 days, a special shareholders’ meeting to re-elect and the new director’s tenure shall be the tenure left by the original directors.

Article 24
The Company is installed with one General Manager and shall be nominated by Chairman of the Board and shall be appointed and/or dismissed with consent of more than half of Directors. In addition, the Company is also installed with one or more Vice General Manager, Assistant General Manager, Manager, General Auditor and Chief. Each of them shall be nominated by the General Manager; however, appointment and dismissal of heads of finance, accounting and internal audit shall have the consent of Audit Committee, and all other important appointment and dismissal may also be proposed for resolution of Board Meeting directly. All appointments and dismissals of other post of the Corporation shall be at disposal of the General Manager.

Chapter 5 – Accounting

Article 25
Fiscal year of the Company commences from January 1 of a year and ends on December 31 of the same year. At end of each fiscal year, Board of Director shall compile the following books and statement and submit for recognition of Shareholders’ Meeting as required under law.
1. Business Report
2. Financial Statements
3. Proposal of Profits Distribution or Loss Off-setting.

Article 26
The industrial environment of the Corporation is changeable and the life cycle of the business is presently at stage of steady growth. The dividend policy was based on considering capital expenditure budget, and financing plans of the future and demand of operations retains part of retained earnings available for distribution. The payment of cash dividends takes precedence over the issuance of share dividends; cash dividends shall not be less than 50% of the total dividends distributed.

Article 27

When the Corporation stands with earnings in a year, no less than 0.5% of the earnings shall be appropriated as bonus for employees. Board of Directors shall decide whether distributed in cash or in stock. The employees eligible for the bonus shall be landside employees of the Corporation and employees of subsidiary meeting certain conditions. From the above earnings, the Corporation may resolve in Board Meeting a remuneration for directors at 1.5% or less. Bonus for landside employees and remuneration for directors shall be reported in Shareholders’ Meeting. However, if the Corporation is still bearing previous loss, a sum shall be reserve to make up the loss before appropriating the bonus and remuneration at the percentages stated above.

No less than 40% of the aforementioned landside employee bonuses shall be reserved for distribution to non-executive landside employees. The retention ratio for the year shall be determined by the Board of Directors.

Article 27-1

The Corporation made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as a legal reserve of 10% of the remaining profit or until the legal reserve equals the Corporation’s paid-in capital, and setting aside or reversing a special reserve in accordance with the laws and regulations. Then, any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders.

Chapter 6 -- Addendum

Article 28

Organization Charter of the Company shall be established by Board of Directors.

Article 29

Anything not specifically stated in this Articles of Incorporation shall be handled pursuant to Company Act and other relate legislations.

Article 30

The Article of Incorporation was established in April, 1954. The 1st amendment made on June 27, 1958, 2nd amendment made on July 7, 1959, 3rd amendment made on Feb. 29, 1960, 4th amendment made on Aug. 11, 1961, 5th amendment made on July 18, 1967, 6th amendment made on Apr. 25, 1969, 7th amendment made on Oct. 17, 1969, 8th amendment made on Apr. 9, 1971, 9th amendment made on July 28, 1972, 10th amendment made on Feb. 15, 1974, 11th amendment made on Mar. 21, 1975, 12th amendment made on Apr. 30, 1976, 13th amendment made on July 22, 1977, 14th amendment made on Dec. 1, 1978, 15th amendment made on Nov. 23, 1979, 16th amendment made on Dec. 19, 1980, 17th amendment made on Dec. 24, 1982, 18th amendment made on July 29, 1983, 19th amendment made on Aug. 25, 1989, 20th amendment made on June 19, 1992, 21st amendment made on May 27, 1994, 22nd amendment made on Sept. 26, 1995, 23rd amendment made on Apr. 27, 1996, 24th amendment made on Oct. 29, 1996, 25th amendment made on June 24, 1997, 26th amendment made on May 15, 1998, 27th amendment made on Aug. 12, 1998, 28th amendment made on June 22, 2000, 29th amendment made on June 22, 2001, 30th amendment made on June 21, 2002, 31st amendment made on June 24, 2004, 32nd amendment made on May 18, 2005, 33rd amendment made on June 23, 2006, 34th amendment made on Nov. 15, 2007, 35th amendment made on June 19, 2009, 36th amendment made on June 22, 2011, 37th amendment made on June 18, 2012, 38th amendment made on June 22, 2016, 39th amendment made on June 20, 2017, 40th amendment made on June 26, 2018,

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41st amendment made on June 15, 2022, 42st amendment made on June 10, 2025.

Appendices 3

Shareholdings of All Directors

The paid in capital of the Company is NT$4,172,944,870 and total issued shares of the Company is 417,294,487 shares.
According to Article 26 of the Securities and Exchange Act and Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the total shareholdings of all the Directors shall not be less than 16,000,000 shares.
According to the roster of shareholders on the book closure data of 2026 Shareholders' Meeting (April 13) are detailed in the following table.

Title	Name	Date elected	Tenure	Shareholding on the book closure data	Institution represented
Chairman	Liu, Wen-Ching	2024.06.11	3 Years	110,436,379	Ministry of transportation and Communications R.O.C
Director	Lu, Jin-Long
Director	Liao, Yu-Chin
Director
Director	Yeh, Wen-Chung	2024.06.11	3 Years	70,793,243	Yang Ming Marine Transport Corp.
Director	Lee, Shin-Min
Independent Director	Wang, Chin-San	2024.06.11	3 Years	-	-
Independent Director	Lu, Shih-Tong	2024.06.11	3 Years	-	-
Independent Director	Lin, Hung-Yu	2024.06.11	3 Years	-	-
Total				181,229,622

Note:
1. According to Para. 2, Clause 2 of Public Issue Company Shareholding Ratio Requirements and Checking Standard, when number of elected independent director is 2 or more, required ratio of all directors and supervisors, other than independent director, may be reduced to 80%. As the company has established the audit committee, the minimum shareholding requirements for supervisors do not apply.
2. Director Chyou, Jong-Lin, a representative of the MOTC, resigned due to retirement on February 28, 2026. The vacancy is to be filled by a new appointment from the MOTC.

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AI assistant

TNC — AGM Information 2026

52171_rns_2026-05-22_9e0cb9f3-7adf-47b9-864e-159b5f868ff0.pdf

TAIWAN NAVIGATION CO., LTD.

Handbook for the 2026 Annual Shareholders' Meeting

Table of Contents

Meeting Procedure

Meeting Agenda

Reports

Recognitions

Recognitions

Discussions

Discussions

1. The Operation Policy

2. The overview of operation

3. Performance of Operation Plan

4. Execution of Operating Revenue and Expenditure Budgets

5. Analysis of Profitability

6. Situation of Research and Development

7. The analysis of industry

The industry side:

The tonnage supply side:

The Overall economic side:

Market Outlook 2026

Economic Overview:

China:

India and Southeast Asia:

Middle East and the Black Sea:

Vessel supply Outlook:

Energy conservation and carbon intensity regulations:

8. The outlook for the future

The Recognition of Subsidiaries’ Floating Revenue of Bulk Carriers

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

TAIWAN NAVIGATION CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

TAIWAN NAVIGATION CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

TAIWAN NAVIGATION CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

TAIWAN NAVIGATION CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Opinion

Basis for Opinion

Key Audit Matters

Recognition of Investments Accounted for Using the Equity Method from Floating Revenue of Bulk Carriers

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements

Notice to Readers

Rules of Procedure for Shareholders' Meeting

Article 6-1

Article 7

Articles of Incorporation

Chapter 1 – General

Chapter 2 – Shares

Chapter 3 – Shareholders’ Meeting

More from TNC

TNC AGM Information 2026