Transcend — AGM Information 2025

Jun 30, 2025

Meeting Notice

for

Annual Shareholders’ Meeting

(Summary Translation)

The 2025 Annual Shareholder’s Meeting (the “Meeting”) of Transcend Information, Inc. (the “Company”) will be convened on Friday, June 20, 2025, at 9:00 a.m. (check-in begins at 8:30 a.m.), at 1F, No. 70, XingZhong Rd., NeiHu Dist., Taipei 114, Taiwan( Company Headquarters).

1. The agenda for the Meeting is as follows:

2. I. Report Items

3. (1) To report the business of 2024.

4. (2) Audit Committee’s Review Report.

5. (3) To report 2024 employees’ profit sharing bonus and directors’ compensation.

6. (4) To report 2024 directors’ remuneration.

7. (5) The status of endorsements and guarantees provided by the Company.

8. (6) Cash distribution from 2024 retained earnings.

9. (7) Cash distribution from capital surplus.

10. (8) To approve the amendments to “Procedure for Board of Directors Meetings”.

11. II. Proposed Items

12. (1) Adoption of 2024 Business Report and Financial Statements.

13. (2) Adoption of the proposal for distribution of 2024 earnings.

14. III. Discussion Items

15. (1) To approve the amendments to “Procedures for Lending Funds to other Parties”.

16. (2) To approve the amendments to “Articles of Incorporation”.

17. (3) Issuance of Restricted Stock Awards.

18. IV. Other Business and Special Motion

2. Dividend Distribution Details:

• I. Cash dividends to common shareholders: NT$2,411,484,727; NT$5.61 per share.

• II. Cash distributions from capital surplus: NT$210,628,791; NT$0.49 per share.

• For details on the proposal to issue restricted stock awards to employees, please refer to the attachment.

• If you plan to attend in person, please sign or stamp the “Attendance Card” and bring it with you to the meeting. If you intend to appoint a proxy, please sign or stamp the

This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.

“Proxy Form,” fill in the proxy’s name and address, and send it to the Company’s stock agent, Yuanta Securities Co., Ltd. Stock Affairs Department (B1, No. 67, Sec. 2, Dunhua South Rd., Da’an Dist., Taipei City 106045) at least five days prior to the meeting, so that the attendance card can be sent to the designated proxy.

1. The proxy form verification institution is Yuanta Securities Co., Ltd. Stock Affairs Department.

2. If any shareholder solicits proxy forms, the Company will compile and disclose the summary table of solicitors on May 20, 2025, on the website of the Securities and Futures Institute. Investors may visit: https://free.sfi.org.tw and enter the search criteria to access the “Free Proxy Inquiry System.”

3. If any matters specified under Article 172 of the Company Act apply to this shareholders’ meeting, in addition to the matters listed in the meeting notice, the main content will be available on the MOPS at https://mops.twse.com.tw ,click "Single Company/Electronic Document Download/Annual Report and Shareholders Meeting Related Information/Annual Report and Shareholders Meeting Related Information (including Depository Receipt Information): Enter the search criteria (company stock code or abbreviation and year).

4. Shareholders may exercise voting rights by electronic means. The period would be from May 21, 2025, to June 17, 2025. Please log in Taiwan Depository & Clearing Corporation “E-voting platform for shareholders” (https://stockservices.tdcc.com.tw) and follow the instructions.

Yours faithfully, Board of Directors,

Transcend Information, Inc.

This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.

【Attachment】

Explanation of the Proposal to Issue Restricted Stock Awards to Employees:

• A. Terms of Restricted Stock Awards are as the following:

• A. Expected total shares of issuance: A total no. of 3,000,000 common shares issued, each with a par value of NT$10, for a total monetary amount of NT$30,000,000.

• B. Terms and conditions:

  • I. Expected issue price: The current issue is gratuitous.

  • II. Vesting conditions:

    • Employees who, after subscribing for restricted stocks, are still employed as of each grant date and did not have any violation against the Company’s employment agreement, employees’ code of conduct, the depository agreement, corporate governance best practice principles, ethical corporate management best practice principles, work rules, non-competition and non-disclosure undertaking or other contractual agreements with the Company during the following period as recognized by the Company, shall be vested 100% if having been employed for two years since the grant date of each year.

    • Please refer to page 38 to 40 for Attachment VIII: “Issuance Rules of Transcend 2025 Restricted Stock Awards Plan”.

  • III. Measures to be taken when employees fail to achieve the vesting conditions or in the event of inheritance:

    • The Company will redeem the issued restricted stock awards and cancel the full number of share in accordance with the terms of the issuance rules set by the Company.

• B. Qualification requirements for employees:

• I. Full-time employees of the Company and full-time employees of domestic or foreign controlled or affiliated companies who are already employed on the date that the restricted stock awards are awarded.

• II. The number of granted shares shall be determined by seniority, position, performance, overall contribution operational conditions, and other conditions necessary for management. The results of shares distribution shall be reviewed by the Chairman and obtain approval in the meeting of the Board of Directors meeting. However, for employees who are directors or managers, the award of such shares is subject to approval by the Compensation Committee, and then submitted to the Board of Directors for discussion. For employees who are not directors or managers, the award of such shares is subject to approval by the Audit Committee, and then submitted to the Board of Directors for discussion.

• III. The sum of the cumulative number of shares granted to each employee shall

This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.

be in accordance with the applicable laws and regulations in Offering Regulations.

• C. Restricted rights before employees meet the vesting conditions:

• I. Before employees reach the vesting conditions, except by inheritance, employees may not sell, pledge, transfer, give to another person, create any encumbrance on, or otherwise dispose of, restricted stock awards.

• II. The right of attendance, proposal, expression, voting, and election in the shareholders’ shall all be exercised by the trust depository institution on their behalf. After the employees meet vesting conditions, the stocks and dividends will be transferred from the trust account to the personal depository account of the employee according to the provisions of the trust agreement (cash dividends will be transferred to the employee’s designated personal bank account). When employees fail to meet the vesting conditions, such shares will be redeemed by the Company without charge and will be canceled. However, the dividends or shares resulting from such shares will not need to be returned or surrendered by the employee.

• III. In addition to the provisions of the preceding paragraph, no share distribution rights including but not limited to: dividends, bonuses, capital reserve rights and cash capital increase options.

• D. The reason why it is necessary to issue restricted stocks for employees:

• To attract and retain necessary professional talents and excellent employees, motivate staff, enhance employees’ feeling of belonging to the Company, and foster the best interests of the Company and its shareholders, so as to ensure the alignment of the Company’s employees and shareholders’ interests.

• E. Calculated expense amount and impact on dilution of EPS or other factors affecting shareholder’s equity: If based on the March 4, 2025 closing price, NT$87.8, the annual amortized expenses from 2026 to 2028 will be projected as: NT$88,401 thousand, NT$131,700 thousand and NT$43,299 thousand, respectively with the total amounts of NT$263.4 million. As of March 4, 2025, the Company’s issued outstanding shares are 429,854,675 shares, the dilution from 2026 to 2028 will be projected as: NT$0.21, NT$0.31 and NT$0.10, respectively. There is limited dilution of the Company’s future EPS, and there is no material impact on existing shareholder’s equity.

• F. Any other matters that need to be specified:

• I. It is allowed to report to the competent authority in several times within one year after resolution of the shareholder’s meeting. The Company may issue the shares in batches within two year after receiving the competent authority’s approval.

• II. The plan is passed by the resolution of the shareholder’s meeting and the Board of Directors is authorized to handle all the issues regarding the

This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.

issuance of Restricted Stock Awards. Any other matters not set forth in the plan, the Board of Directors authorizes the Chairman to amend or execute pursuant to the applicable laws and regulations.

This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.