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TTW AGM Information 2026

Apr 27, 2026

52623_rns_2026-04-27_3445319f-e388-46f4-9ef2-3745a89c2b77.pdf

AGM Information

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Stock Code: 6757

tigerair 台灣虎航

Tigerair Taiwan Co., Ltd.
2026 Annual Shareholders' Meeting

Agenda Handbook

Date: May 28, 2026 (Thursday) at 9:00 AM
Venue: No. 1-1, Hangzhan South Road, Dayuan District, Taoyuan City
(Hyatt Regency Taoyuan International Airport)
Meeting Format: Physical Meeting

(Summary Translation)
This document is based on the Chinese version and is for reference only. In the event of discrepancies between the English and Chinese versions, the Chinese version shall prevail.


Table of Contents

Page

I. Meeting Agenda ... 1
II. Matters to Report ... 3
III. Matters for Acknowledgment ... 6
IV. Matters for Discussion ... 8
V. Questions and Motions ... 12
VI. Appendices

(I) Business Report for 2025 ... 14
(II) Audit Committee Review Report ... 19
(III) Association between the Performance Evaluation Results and Remuneration Report of Directors and Managers for 2025 and the Performance Evaluation Results ... 20
(IV) Corporate Sustainability Achievements in 2025 and Sustainability Strategy Framework and Objectives for 2026 ... 25
(V) Auditor's Report and Financial Statements for 2025 ... 27
(VI) Earnings Distribution Table for Fiscal Year 2025 ... 34
(VII) Comparison Table of Articles Before and After Amendments to the Articles of Incorporation ... 35
(VIII) Comparative Table of Amendments to the Procedures for Engaging in Derivatives Trading ... 37
(IX) Articles of Incorporation ... 40
(X) Procedures for Engaging in Derivatives Trading ... 46
(XI) Rules of Procedure for Shareholders' Meetings ... 52
(XII) Director's Shareholdings ... 58


Tigerair Taiwan Co., Ltd. 2026 Annual Shareholders' Meeting Agenda

Date: May 28, 2026 (Thursday) at 9:00 AM

Venue: No. 1-1, Hangzhan South Road, Dayuan District, Taoyuan City (Hyatt Regency Taoyuan International Airport)

Meeting Format: Physical Meeting

I. Meeting Called to Order
II. Chairman's Address
III. Matters to Report
(I) Business Report for 2025
(II) Audit Committee Review Report for 2025
(III) Distribution of Employee Remuneration Report for 2025
(IV) Association between the Performance Evaluation Results and Remuneration Report of Directors and Managers for 2025 and the Performance Evaluation Results
(V) Earnings Distribution Report for 2025
(VI) Corporate Sustainability Achievements in 2025 and Sustainability Strategy Framework and Objectives for 2026
IV. Matters for Acknowledgment
(I) Auditor's Report and Financial Statements for 2025
(II) Proposal for Earnings Distribution for Fiscal Year 2025
V. Matters for Discussion
(I) Amendments to the Articles of Incorporation
(II) Amendment to the Procedures for Engaging in Derivatives Trading
(III) Removal of Restrictions on Competitive Activities for Current Directors and Their Representatives
VI. Questions and Motions
VII. Meeting Adjournment

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Matters to Report


Agenda Item #1

Business Report for 2025

Please refer to page 14-18 of this handbook for the Business Report for 2025.

Agenda Item #2

Audit Committee Review Report for 2025

Details: Please refer to page 19 of this handbook for the Audit Committee Review Report.

Agenda Item #3

Distribution of Employee Remuneration Report for 2025.

Details:

I. In accordance with Article 27 of the Articles of Incorporation, a total of NT$52,283,418 is allocated as employee remuneration for the fiscal year 2025.

II. The aforementioned remuneration, including NT$649,396 allocated to the President and other managerial officers, will be fully distributed in cash.

Agenda Item #4

Association between the Performance Evaluation Results and Remuneration Report of Directors and Managers for 2025 and the Performance Evaluation Results

Details:

I. In accordance with Article 6 of the Company's Rules and Regulations Governing the Organization of the Remuneration Committee, the performance goals of the Company's directors and executives undergo regular evaluation. The contents and amount of individual compensation are determined based on performance against evaluation criteria. The results of the individual performance, along with the details and justification of individual compensation and its alignment with the performance evaluation results, should be disclosed in the annual report and presented at the shareholders' meeting.

II. Association between the Performance Evaluation Results and Remuneration Report of Directors and Managers for 2025 and the Performance Evaluation Results, please refer to page 20 to 24 of this handbook.

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Agenda Item #5

Earnings Distribution Report for 2025.

Details:

I. The earnings distribution proposal for the fiscal year 2025 is prepared in accordance with Articles 20, 228, and 240 of the Company Act, as well as Articles 26 and 27-1 of the Company's Articles of Incorporation.

II. A cash dividend of NT$2.42027 per share is proposed, amounting to a total distribution of NT$1,112,186,673.

III. The cash dividends payable to individual shareholders shall be rounded down to the nearest whole New Taiwan Dollar (NT$); any fractional amounts below NT$1 resulting from the rounding shall be recognized as other income of the Company.

IV. This proposal has been approved by the Board of Directors, and the Chairman is authorized to determine the ex-dividend date, payment date, and other related matters.

Agenda Item #6

Corporate Sustainability Achievements in 2025 and Sustainability Strategy Framework and Objectives for 2026

Details:

I. In accordance with the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" and the Company's "Corporate Sustainability Practices", a report is required to be submitted to the shareholders' meeting.

II. Please refer to page 25-26 for the Corporate Sustainability Achievements in 2025 and Sustainability Strategy Framework and Objectives for 2026.

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Matters for Acknowledgment


Agenda Item #1 (PROPOSED BY THE BOARD OF DIRECTORS)

Description: Auditor's Report and Financial Statements for 2025

Details:

I. The Company's financial statements for 2025, which includes the balance sheet, statement of comprehensive income, statement of changes in equity, and statement of cash flows, have been audited and finalized by certified public accountants Yang, Shu-Chi and Chi, Meng-Chun from KPMG Taiwan. The Business Report has also undergone review by the Audit Committee.

II. Please refer to page 14-18 of this handbook for the Business Report for 2025, and page 27-33 for the Auditor's Report and the aforementioned financial statements.

Resolution:

Agenda Item #2 (PROPOSED BY THE BOARD OF DIRECTORS)

Description: Proposal for earnings distribution for fiscal year 2025.

Details: The earnings distribution table for the fiscal year 2025 has been approved by the Board of Directors and submitted to the Audit Committee for review. Please refer to page 34 of this meeting handbook for further details.

Resolution:

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Matters for Discussion


Agenda Item #1 (PROPOSED BY THE BOARD OF DIRECTORS)

Subject: Amendments to the Articles of Incorporation.

Details:

I. Pursuant to Article 177-1, Paragraph 1 of the Company Act, a listed company shall include electronic means as one of the methods for the exercise of voting rights when convening a shareholders’ meeting. Furthermore, in accordance with Article 240, Paragraph 5 of the same Act, a company whose shares are publicly issued may, upon authorization in its Articles of Incorporation, empower the Board of Directors to adopt a special resolution to distribute all or part of the dividends and bonuses payable in cash, and report such distribution to the shareholders’ meeting. As the Company falls within the scope of application of the aforementioned provisions, it is proposed to amend the Articles of Incorporation accordingly.

II. Please refer to page 35 to 36 of the handbook for a comparison of the provisions of the Articles of Incorporation before and after the amendments.

Resolution:

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Agenda Item #2 (PROPOSED BY THE BOARD OF DIRECTORS)

Subject: Amendment to the Procedures for Engaging in Derivatives Trading

Details:

I. Pursuant to the relevant provisions of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies and the Securities and Exchange Act, and in response to adjustments in the Company's current organizational structure and the allocation of authority and responsibilities, the Procedures for Engaging in Derivatives Trading are hereby amended to enhance regulatory compliance and strengthen organizational governance and accountability.

II. For the comparative table of amendments to the Procedures for Engaging in Derivatives Trading, please refer to pages 37 to 39 of this Handbook.

Resolution:

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Agenda Item #3 (PROPOSED BY THE BOARD OF DIRECTORS)

Description: Removal of Restrictions on Competitive Activities for Current Directors and Their Representatives

Details:

I. In accordance with Article 209 of the Company Act, "a director who does anything for himself or on behalf of another person that is within the scope of the Company's business shall explain to the shareholders' meeting the essential contents of such an act and obtain its approval."

II. To capitalize on the expertise and relevant experience of the Company's directors, and without prejudice to the interests of the Company, it is proposed that the shareholders' meeting approve the lifting of the restrictions on the competitive behavior of the incumbent directors and their representatives, as described below:

Name Currently holding positions in other companies
China Airlines, Ltd.
Representative:
Huang Shih-Hui Director, China Airlines Ltd.
China Airlines, Ltd.
Representative:
Chuang, Ming-Che President, Mandarin Airlines Co., Ltd.
Director, Mandarin Airlines Co., Ltd.

Resolution:


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Questions and Motions


Questions and Motions
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Appendices


Appendix 1

Business Report for 2025

With reference to statistics published by the United Nations World Tourism Organization, global tourist arrivals reached a record high of 1.52 billion in 2025, representing a 4% increase compared to 2024. In a statement, Secretary-General Shaikha Alnuwais noted that, despite persistently high inflation in travel-related services and uncertainties arising from geopolitical tensions, overall travel demand remained robust throughout the year, with the positive trend expected to continue into 2026. In addition, according to the latest outlook report issued by the International Air Transport Association, global real GDP is projected to maintain stable growth of 3.1% in 2026, demonstrating strong and resilient demand for air travel.

In 2025, Tigerair Taiwan celebrated its 11th anniversary of operations. With a fleet comprising nine Airbus A320 aircraft and eight A320neo aircraft, the Company operated approximately 19,790 flights during the year, carrying over 3.11 million passengers and bringing its cumulative passenger volume to 18.11 million. Leveraging its operational flexibility and resilience, the Company expanded its network to central and southern Taiwan, including the resumption of Northeast Asia routes departing from Taichung, the launch of new routes from Kaohsiung and Tainan, and the continued strengthening of its profitable core routes. As a result, total revenue reached a record high of nearly NT$16.9 billion, marking the third consecutive year of growth.

I. Results of Business Plan Implementation

In 2025, the operating revenues amounted to NT$16.89882 billion, representing a significant increase of NT$475.80 million compared to the previous year. Net profit after tax reached NT$2.46707 billion, resulting in basic earnings per share of NT$5.37.

Tigerair Taiwan operated with a fleet of nine Airbus A320 and eight A320neo aircrafts, totaling approximately 19,790 flights. This marked a significant increase of 1,090 flights compared to 2024. The average passenger load factor reached 87%, reflecting a substantial growth of 205,373 passengers compared to 2024.

II. Performance vs. Budget

In 2025, the budgeted operating revenue was NT$19,176.48 million, while the actual operating revenue amounted to NT$16,898.82 million, representing a decrease of NT$2,277.66 million from the budget. The

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budgeted profit before tax was NT$4,396.08 million, whereas the actual profit before tax totaled NT$3,086.62 million, reflecting a decrease of NT$1,309.46 million compared to the budgeted figure.

III. Income, Expenditure, and Profitability Analysis

In 2025, operating revenue amounted to NT$16,898.82 million, representing an increase of NT$475.80 million compared to 2024. Operating expenses totaled NT$13,691.18 million, reflecting an increase of NT$943.10 million over the previous year.

Profitability Analysis:

Return on assets: 11.35%

Operating profit expressed as a percentage of paid-in capital: 69.8%

Net profit margin: 14.6%

Basic earnings per share: NT$5.37

IV. Research and Development

  1. Launch of New Routes, New Destinations

Tigerair Taiwan has actively expanded a dense route network in Japan, its largest passenger revenue market. In 2025, the Company launched new destinations including Oita, Yonago, and Ishigaki Island. In addition, the launch of new routes from Tainan to Kumamoto and Okinawa in December was particularly noteworthy. The Company is currently the only airline operating international flights from Tainan. With the addition of the Kumamoto route, the number of destinations served in Japan increased to 23, ranking second only to Japan Airlines and All Nippon Airways in terms of Japan destinations, and representing the highest among Taiwanese carriers.

  1. Ongoing Fleet Expansion with the Introduction of New Aircraft

The Company continues to introduce new Airbus A320neo aircraft, enhancing the cabin experience through three key elements: cabin ambiance, seating, and flight safety.

(1) Cabin Ambiance: The new aircraft cabin features an "Inspiring Freshness" lighting scheme, offering passengers a dynamic atmosphere with lighting variations tailored to different phases of the flight, such as boarding, dining, shopping, resting, and disembarkation.

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(2) Seat Design: Equipped with RECARO 3530SWIFT seats in a navy-blue leather finish, accented with Tigerair Taiwan’s signature orange on the rear seat pockets. Each seat is also fitted with USB charging ports and iPad holders, enhancing passenger comfort and overall satisfaction.

(3) Flight Safety: Equipped with SATCOM satellite communication systems and advanced weather radar, further improving operational safety during flights.

  1. Investment in Information Systems

(1) Integration of Ticketing, Ancillary Sales, and Travel Products

Expanded the scope of its official website's integrated platform to enable one-stop services from the beginning to the end of a travel journey. By collecting and analyzing customer purchasing behavior throughout the booking process, the system enables proactive and personalized product recommendations to support precision marketing. Additionally, the integration of the membership system enhances the rewards mechanism, thereby increasing member engagement and loyalty.

(2) Membership Subscription Program

The “Team Tiger” membership subscription program is designed to accommodate varying travel frequencies—quarterly, bi-monthly, or monthly. Through a monthly payment model, members have the opportunity to redeem complimentary round-trip tickets. Depending on the selected plan, members may also enjoy premium benefits such as priority check-in, priority boarding, and priority baggage handling.

(3) “tigertel” Flight + Hotel Service

Integrates AI-powered itinerary planning to deliver customized travel experiences, offering comprehensive arrangements that combine airfare and accommodation tailored to individual traveler needs.

(4) Interline Transfer Cooperation Services

Through interline transfer cooperation services, the Company extends its network beyond primary destinations to secondary cities in Japan and even beyond Asia, enabling passengers to explore a broader range of destinations with greater flexibility.

(5) Accounting System Upgrade

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The accounting system was upgraded with the implementation of a Business Intelligence (BI) operations management analysis module. Integrated with mobile devices, this enhancement enables decision-makers to monitor operational performance in real time and respond promptly to market fluctuations.

4. Development of Ancillary Products Beyond Ticket Revenue

(1) For corporate clients, Tigerair Taiwan has partnered with the global digital services leader Edenred to issue digital instant vouchers. These vouchers can be utilized by enterprises for employee rewards, gifts, or incentive programs. Once users convert the vouchers into stored value, they may freely redeem Tigerair Taiwan flight tickets or purchase ancillary services. This initiative not only aligns with digitalization trends but also provides ESG-oriented, environmentally friendly corporate gifting solutions, while expanding into new customer segments.

(2) In response to post-pandemic changes in travel behavior, there has been a growing trend among Taiwanese travelers participating in sports tourism, such as skiing, cycling, and golf. To align with these travel trends and optimize cargo hold utilization, the Company introduced a “special baggage handling fee” policy for oversized items in its 2025 winter schedule.

(3) Collaborated with A-Yongjia, renowned as a leading banquet catering brand in Taiwan and known for serving presidential banquets, to launch an exclusive in-flight meal available only on Kumamoto routes. The newly introduced “A-Yongjia – DongPo Pork” features the brand’s signature braised pork, characterized by its tender texture and rich, savory flavor, paired with rice to deliver an authentic Taiwanese culinary experience.

5. Establishing a more robust information security framework

Tigerair Taiwan is committed to enhancing information security resilience through advanced technological capabilities to ensure the availability and security of information systems. The Company has actively adopted a hybrid cloud and on-premises network architecture, optimizing routing and bandwidth management to achieve high-speed data transmission and an efficient Wi-Fi experience, while ensuring automatic redundancy for network connectivity. To strengthen its defense-in-depth strategy, the

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Company continues to integrate Managed Detection and Response (MDR), Security Information and Event Management (SIEM), and establish a 24/7 security operations center. In addition, privileged access management is strictly enforced through CyberArk, and operations are aligned with the dual international information security certifications of ISO 27001 and ISO 27017 to safeguard passengers' personal data and transaction environments.

Looking ahead, Tigerair Taiwan will continue to take delivery of seven new Airbus A320neo aircraft, which will enhance the passenger flight experience while improving fuel efficiency and reducing carbon emissions. Furthermore, the Company's Board of Directors has approved a third-generation fleet plan, which includes leasing 11 aircraft and purchasing 4 aircraft, for a total of 15 new Airbus A321neo aircraft, along with options to acquire an additional 4 units. The first leased A321neo is expected to be delivered as early as 2028. The introduction of the A321neo will further reduce fuel consumption and carbon emissions, demonstrating the Company's commitment to sustainable operations through next-generation aircraft and its strong confidence in the development of the Asia-Pacific passenger market.

Chairman: Huang, Shih-Hui
President: Lai, Chun-Ti
Accounting Supervisor: Chia, Wei-Chung

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March 4, 2026

Appendix 2

Audit Committee Review Report

The Board of Directors has submitted the financial report for 2025 to the Company. It has been audited by KPMG Taiwan, with auditors Shu-Chi Yang and Meng-Chun Chi. On March 4, 2026, an unqualified opinion audit report was issued, along with the business report and proposal for earnings distribution for 2025. The Audit Committee has conducted a review and found no discrepancies. Therefore, in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, this report is hereby submitted.

Tigerair Taiwan Co., Ltd.

Convener of the Audit Committee: Yang, Chao-Rong

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Appendix 3

I. Results of Individual Performance Evaluation of Directors and Managers for 2025

(I) Directors' Individual Performance Evaluation Results

Evaluation method Evaluation Results
At the end of the fiscal year, board members are required to individually complete the "Board Member Performance Evaluation Self-Assessment Questionnaire" as part of the Company's "Board Performance Evaluation Measures" for their individual performance evaluations. 1. Evaluation criteria: 18 items in 6 major areas, including understanding of the Company's goals and mission, awareness of the director's responsibilities, level of participation in Company operations, management of internal relationships and communication, professionalism and continuing education, and internal controls.
2. The evaluation results are categorized into three groups: 'Exceeds Standard' (score or achievement rate of 90 or above), 'Meets Standard' (score or achievement rate between 80 and below 90), and 'Needs Improvement' (score or achievement rate below 80).
3. Self-assessment results: all exceed the standard.

(II) Managers' Individual Performance Evaluation Results

Evaluation method Evaluation Results
In accordance with the Company's "Employee Performance Evaluation Regulations," the performance evaluation for managerial personnel is conducted annually in November. The evaluation consists of two components: "Comprehensive Job Performance Assessment," accounting for 60%, and "Management by Objectives (MBO)," accounting for 40%. The President is evaluated by the Chairperson of the Board, while the Chief Financial Officer, Chief Commercial Officer, and Chief Operating Officer are evaluated by the President, followed by final evaluation by the Chairman. However, as the position of President is currently vacant, the aforementioned three executives are evaluated directly by the Chairman. 1. Evaluation Criteria: The assessment includes performance targets and six key competency areas—leadership and management, execution capability, work innovation, cost control, talent development and sustainable development—as well as ESG performance achievement.
2. Evaluation Ratings: The evaluation results are classified into six levels: "Excellent," "Grade A+," "Grade A," "Grade A-," "Grade B," and "Grade C."
3. Performance Targets and Six Core Competency Evaluation Results: All rated as "Excellent." ESG Achievement Rate: 96.55%.

II. Director and Executive Remuneration Report

(I) Director's Remuneration

Unit: NT$ thousand

Title Name Director's Remuneration Total of A, B, C and D and percentage of net profit after tax (Note 6) Remuneration for Part-time Employees Total of A, B, C, D, E, F and G and percentage of net profit after tax (Note 6) Receipt of Remuneration from Non-subsidiary Investee Companies or the Parent
Compensation (A) (Note 1) Pension Plan for Retirement (B) Director's Compensation (C) (Note 2) Business Execution Expenses (D) (Note 3) Salary, Bonus, and Special Allowance (E) (Note 4) Pension Plan for Retirement (F) Employee Compensation (G) (Note 5)
The Company All Companies in the Financial Report The Company All Companies in the Financial Report The Company All Companies in the Financial Report The Company
Chairman (Note 8) China Airlines, Ltd. Representative: Huang Shih-Hui 5,094 5,094 - - -
Chairman (Note 9) China Airlines, Ltd. Representative: Chen Han-Ming 767 767 - - -
Director (Note 10) China Airlines, Ltd. Representative: Chang Ming-Way 27 27 - - -
Director China Airlines, Ltd. Representative: Chen I-Chieh 360 360 - - -
Director (Note 11) China Airlines, Ltd. Representative: Chang Cheng-Hao 240 240 - - -
Director China Airlines, Ltd. Representative: Peng Pao-Chu 360 360 - - -
Director (Note 12) China Airlines, Ltd. Representative: Chuang, Ming-Che 120 120 - - -
Director Yen Sin-Hui 360 360 - - -
Director Fan Hung-Shu 360 360 - - -

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Title Name Director's Remuneration Total of A, B, C and D and percentage of net profit after tax (Note 6) Remuneration for Part-time Employees Total of A, B, C, D, E, F and G and percentage of net profit after tax (Note 6) Receipt of Remuneration from Non-subsidiary Investee Companies or the Parent
Compensation (A) (Note 1) Pension Plan for Retirement (B) Director's Compensation (C) (Note 2) Business Execution Expenses (D) (Note 3) Salary, Bonus, and Special Allowance (E) (Note 4) Pension Plan for Retirement (F) Employee Compensation (G) (Note 5)
The Company All Companies in the Financial Report The Company All Companies in the Financial Report The Company All Companies in the Financial Report The Company All Companies in the Financial Report The Company All Companies in the Financial Report The Company All Companies in the Financial Report The Company All Companies in the Financial Report Stock Quantity Cash Amount Cash Amount Stock Quantity Stock Quantity Stock Quantity
Independent Director Undertaking Public Welfare Yang Chao-Rong 480 480 - - - - 14 14 494 0.02% 494 0.02% - - - - - - - 494 0.02% 494 0.02% -
Independent Director Chen I-Heng 480 480 - - - - 14 14 494 0.02% 494 0.02% - - - - - - - 494 0.02% 494 0.02% -
Independent Director Tsao Sheng-Hsiung 480 480 - - - - 14 14 494 0.02% 494 0.02% - - - - - - - 494 0.02% 494 0.02% -
Total 9,128 9,128 - - - - 372 372 9,500 0.37% 9,500 0.37% 335 335 9 9 - - - 9,844 0.39% 9,844 0.39% 15,829
1. Please provide a comprehensive explanation of the policy, system, standards, and structure for compensating independent directors. Additionally, please clarify the relationship between the remuneration amount and factors such as responsibilities, risks, and time commitment. The remuneration of the Company's independent directors is determined by the Board of Directors.
* Remuneration received by directors of the Company for services rendered to all companies included in the financial statements (e.g., acting as consultants to the parent company/all companies included in the financial statements/non-employees of investee companies, etc.) for the most recent year, other than those disclosed in the table above: None.
  • Please provide separate information for directors who are non-independent and directors who are independent.

Note 1: This pertains to the compensation received by directors in the latest fiscal year, encompassing their salaries, allowances, severance pay, various bonuses, and incentives.

Note 2: The amount of directors' remuneration is shown as the amount approved by the Board of Directors prior to the shareholders' meeting on the appropriation of the latest annual earnings. In accordance with the Articles of Incorporation, no director's remuneration is allotted.

Note 3: The above expenses refer to the directors' related business execution expenses (including travel expenses, special expenses, various allowances, accommodation, car, etc.) for the latest fiscal year. The above expenses do not include the compensation to drivers, which amounted to NT$838,000.

Note 4: Refers to the compensation received by directors and employees for the latest fiscal year, including the President, Vice President, other managers, and employees. This compensation includes salaries, job allowances, severance pay, various bonuses, car allowances, special support fees, various allowances, accommodation, and vehicle allocation. The aforementioned expenses do not include compensation paid to drivers, which amounted to NT$68,000.

Note 5: Refers to any employee compensation (including stock and cash) received in the most recent fiscal year by directors concurrently serving as employees (including those concurrently holding positions such as President, Vice Presidents, other managerial personnel, and staff). Disclosure shall be made of the amount of employee remuneration approved by the Board of Directors prior to the shareholders' meeting, as stated in the most recent earnings distribution proposal. If the amount cannot be estimated, it shall be calculated based on the actual distribution ratio from the previous year. According to the Company's Articles of Incorporation, directors are not entitled to receive remuneration. Additionally, on March 4, 2026, the Board of Directors approved the employee remuneration proposal for fiscal year 2025.

Note 6: Net profit after tax refers to the profit remaining after taxes have been deducted in the most recent annual individual financial report.

Note 7: Receipt of Remuneration from Non-subsidiary Investee Companies or the Parent Company.


Note 8: Ms. Huang, Shih-Hui, the legal representative director, assumed office on April 7, 2025. The Board of Directors elected Ms. Huang as Chairman of the 4th board of directors on April 8, 2025. The Board of Directors elected Ms. Huang as Chairman of the 5th board of directors on June 19, 2025.

Note 9: Mr. Chen Han-Ming, the legal representative director, was dismissed on March 11, 2025.

Note 10: Mr. Chang Ming-Way, the legal representative director, assumed office on March 11, 2025, and dismissed again on April 7, 2025.

Note 11: Mr. Chang, Cheng-Hao, the legal representative director, was dismissed on August 31, 2025.

Note 12: Mr. Chuang, Ming-Che, the legal representative director, assumed office on August 31, 2025.

  • This table discloses the remuneration received by each director during their tenure as a director of the Company. The information disclosed in this table regarding remuneration is distinct from the concept of income as defined by the Income Tax Act. Consequently, the purpose of this table is for informational purposes only and is not intended to be a substitute for tax purposes.

(II) Managers' Remuneration
Base Year: 2025 Unit: NT$ thousand

Title Name Salary (A) (Note 1) Pension Plan for Retirement (B) Bonuses, special allowances, and other similar benefits (Note 2) Employee Remuneration Amount (D) (Note 3) Total of A, B, C and D and percentage of net profit after tax (%) (Note 4) Receipt of Remuneration from Non-subsidiary Investee Companies or the Parent Company (Note 5)
The Company All Companies in the Financial Report The Company All Companies in the Financial Report The Company All Companies in the Financial Report The Company All Companies in the Financial Report The Company All Companies in the Financial Report
Cash Amount Stock Quantity Cash Amount Stock Quantity
President (Note 6) Chang Ming-Way 804 804 29 29 888 888 59 - 59 - 1,780 0.07% 1,780 0.07% -
Chief Commercial Officer Hsu Chih-Yuan 2,651 2,651 108 108 2,210 2,210 179 - 179 - 5,148 0.21% 5,148 0.21% -
Chief Operating Officer Lai Chun-Ti 2,758 2,758 108 108 1,903 1,903 179 - 179 - 4,948 0.20% 4,948 0.20% -
Chief Financial Officer and Director of Corporate Governance (Note 7) Chia Wei-Chung 1,127 1,127 59 59 1,133 1,133 179 - 179 - 2,498 0.10% 2,498 0.10% -
Chief Financial Officer and Director of Corporate Governance (Note 8) Hsu Hsin-Yi 601 601 32 32 552 552 52 - 52 1,237 0.05% 1,237 0.05%
Total 7,941 7,941 336 336 6,686 6,686 648 - 648 - 15,611 0.63% 15,611 0.63% -

Note 1: Refers to the remuneration of the President and Vice President for the latest fiscal year, including salaries, bonuses, and severance pay.
Note 2: The above expenses refer to the President and Vice President's related business execution expenses (including travel expenses, special expenses, various allowances, accommodation, car, etc.) for the latest fiscal year. It also includes salary expenses recognized under IFRS 2 "Share-Based Payment." The above expenses do not include the compensation to drivers, which amounted to NT$323,000.
Note 3: This refers to the total employee remuneration, including stocks and cash, distributed by the board of directors to the President and Vice President in the most


recent fiscal year. If the amount cannot be estimated, it will be calculated based on the actual distribution ratio from the previous year. The Company's Board of Directors approved the employee compensation proposal for fiscal year 2025 on March 4, 2026.

Note 4: Net profit after tax refers to the profit remaining after taxes have been deducted in the most recent annual individual financial report.

Note 5: Refer to the President and Vice President receipt of remuneration from non-subsidiary investee companies or the parent company.

Note 6: Mr. Chang Ming-Way, the President, resigned on April 7, 2025.

Note 7: Mr. Chia Wei-Chung, the Chief Financial Officer and Head of Corporate Governance, was elected on April 16, 2025.

Note 8: Ms. Hsu Hsin-Yi, the Chief Financial Officer and Head of Corporate Governance, resigned on April 15, 2025.

  • The information disclosed in this form regarding remuneration is distinct from the concept of income as defined by the Income Tax Act. Consequently, the purpose of this form is for informational purposes only and is not intended to be a substitute for tax purposes

III. Results of Individual Performance Evaluation of Directors and Managers

(I) Directors: All performance evaluation results exceeded the standards. Directors will receive salary and travel allowances in accordance with regulations. The chairman of the Board will receive an annual performance bonus equal to five times the base salary, as stipulated by regulations.

(II) Managers: All the performance evaluation results are excellent, and annual performance bonuses will be distributed according to the employee performance appraisal plan.


Appendix 4

Corporate Sustainability Achievements in 2025 and Sustainability Strategy Framework and Objectives for 2026

(I) Results of Sustainable Development Implementation in 2025

Six Strategic Initiatives Subject Subproject Decision
1. Commitment to integrity in business operations 1-1 Strengthening Information Disclosure
1-2 Improving the structure of the Board of Directors
1-3 Improving communication of financial information
1-4 Enhancing the evaluation of corporate governance 4 The standard has been achieved
2. Enhancing brand trust 2-1 Ensuring information security
2-2 Ensuring aviation safety and quality
2-3 Executive risk management 9 The standard has been achieved
3. Ensuring a safe environment 3-1 Ensuring a safe workplace environment for employees
3-2 Promoting health and safety initiatives 3 The standard has been achieved
4. Creating social value together 4-1 Enhancing labor-management relations
4-2 Enhancing employees' knowledge
4-3 Promoting environmental conservation and socially balanced development 5 The standard has been achieved
5. Developing sustainable operations 5-1 Enhancing the efficiency of aviation fuel
5-2 Prohibition of transporting protected animals and using protected food ingredients
5-3 Implementing greenhouse gas inventory and verification processes 4 One target was not met, while the remaining targets were achieved.
6. Implementing resource management 6-1 Responding to environmental protection measures 4 The standard has been achieved

Note 1 For Target "5-1 Improvement of Aviation Fuel Efficiency," the annual improvement was 0.8%, which did not meet the target of a 1.5% annual increase. Using 2023 as the base year, the cumulative improvement in fuel efficiency reached 7.43% in 2025.

  • 25 -

(II) Sustainable Strategy Framework and Objectives for 2026

Six Strategic Initiatives Subject Subproject
1. Commitment to integrity in business operations 1-1 Strengthening Information Disclosure
1-2 Improving the functions of the Board of Directors
1-3 Improving communication of financial information
1-4 Enhancement of ESG Ratings 4
2. Enhancing brand trust 2-1 Ensuring information security
2-2 Ensuring aviation safety and quality
2-3 Executive risk management 9
3. Ensuring a safe environment 3-1 Ensuring a safe workplace environment for employees
3-2 Promoting health and safety initiatives 3
4. Creating social value together 4-1 Enhancing labor-management relations
4-2 Enhancing employees' knowledge
4-3 Promoting environmental conservation and socially balanced development 5
5. Developing sustainable operations 5-1 Enhancing the efficiency of aviation fuel
5-2 Prohibition of transporting protected animals and using protected food ingredients
5-3 Implementing greenhouse gas inventory and verification processes 4
6. Implementing resource management 6-1 Responding to environmental protection measures 4
  • 26 -

Appendix 5

Auditor's Report and Financial Statements for 2025

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监伏建京群合管理评审咨询

KPMG

台北市110615信善路5段7號68樓(台北101大樓)

68F, TAIPEI 101 TOWER, No. 7, Sec. 5

Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)

電話 Tel +886 281016666

傳真 Fax +886 281016667

網址 Web kpmg.com/tw

Independent Auditors’ Report

To the board of directors of Tigerair Taiwan Co., Ltd.:

Opinion

We have audited the financial statements of Tigerair Taiwan Co., Ltd. (“the Company”), which comprise the balance sheet as of December 31, 2025 and 2024, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the year then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“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 Statement Audit and Attestation Engagement of Certified Public Accountants and 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 Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Account of 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 of 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 financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to the key audit matters to be communicated in our report.

  1. Passenger Revenue Recognition

Please refer to Note 4(m) and Note 6(p) for “Revenue recognition” and “Revenue from contracts with customers”, respectively.

  • 27 -

Description of key audit matter:

Tigerair Taiwan Co., Ltd. is a low-cost carrier that primarily engage in providing international air transportation services. Approximately 96% of its operating revenue is derived from passenger services. In accordance with IFRS 15 "Revenue from Contracts with Customers", advance payments received from ticket sales are recognized as contract liabilities and subsequently recognized as revenue after the related flights are actually operated. Given that passenger revenue represents a significant portion of total revenue and the billing process is highly automated, the passenger revenue recognition has been identified as a key audit matter.

How the matter was addressed in our principal audit procedures included:

  • Testing the effectiveness of the design and implementation of the internal control for passenger revenue.
  • Testing the effectiveness of the information system related to passenger revenue.
  • Select an appropriate sample size and inspect revenue transaction records to assess whether the actual flight operations align with the timing of revenue recognition, in order to evaluate the existence and accuracy of passenger revenue.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and with the IFRSs, IASs, IFRC, 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 financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’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 Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee or supervisors) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 financial statements.

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

  1. Identify and assess the risks of material misstatement of the 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.

  2. 28 -


  1. 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 Company’s internal control.

  2. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  3. 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 Company’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 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 Company to cease to continue as a going concern.

  4. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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.

We also provide the governance unit with the statement that our affiliated independent personnel have followed the statement of independence in the code of professional ethics for accountants. We also communicate with the governance unit and those responsible parties who may consider to have an impact on the independence and other matters (including related protective measures).

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 financial statements of the current period 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 audit resulting in this independent auditors’ report are Yang, Shu-Chih and Chi, Meng-Chun.

KPMG

Taipei, Taiwan (the Republic of China)
March 4, 2026

Notes to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the 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 financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ audit report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and financial statements, the Chinese version shall prevail.

  • 29 -

(English Translation of Financial Statements and Report Originally Issued in Chinese)

TIGERAIR TAIWAN CO., LTD.

Balance Sheets

December 31, 2025 and 2024

(Expressed in thousands of New Taiwan Dollar)

Assets

Current assets:

1100 Cash and cash equivalents(note 6(a))

1139 Current financial assets for hedging (note 6(b))

1172 Accounts receivable (notes 6(c) and (p))

1181 Accounts receivable due from related parties (notes 6(c), (p) and 7)

1200 Other receivables (note 6(c))

1220 Current tax assets

1300 Inventories

1470 Other current assets (notes 6(g) and 7)

Total current assets

Non-current assets:

1600 Property, plant and equipment (notes 6(d) and 8)

1755 Right-of-use assets (note 6(e))

1780 Intangible assets (note 6(f))

1840 Deferred tax assets (note 6(l))

1915 Prepayments for equipment (notes 7 and 9)

1920 Guarantee deposits paid (note 6(i))

1995 Pledged assets (notes 6(i) and 8)

Total non-current assets

December 31, 2025 December 31, 2024
Amount % Amount %
$ 10,795,952 42 11,528,209 52
159 - - -
274,550 1 214,095 1
1,479 - 1,129 -
47,629 - 28,347 -
43,839 - 43,839 -
549 - - -
426,592 2 218,689 1
11,590,749 45 12,034,308 54
2,257,134 9 915,646 4
8,732,489 34 7,225,969 32
136,866 1 130,390 1
424,677 2 477,951 2
2,193,662 8 1,148,201 5
336,265 1 308,953 1
115,409 - 133,689 1
14,196,502 55 10,340,799 46

Total assets

$ 25,787,251 100 22,375,107 100

Liabilities and Equity

Current liabilities:

2126 Current financial liabilities for hedging (note 6(b))

2130 Current contract liabilities (note 6(p))

2170 Accounts payable

2180 Accounts payable to related parties (note 7)

2200 Other payables

2230 Current tax liabilities

2250 Other current liabilities (note 6(j))

2280 Current lease liabilities (notes 6(i) and 7)

2322 Long-term borrowings, current portion (notes 6(h) and 8)

2399 Other current liabilities, others

Total current liabilities

Non-Current liabilities:

2540 Long-term borrowings (notes 6(h) and 8)

2550 Non-current provisions (note 6(j))

2570 Deferred tax liabilities (note 6(l))

2580 Non-current lease liabilities (notes 6(i) and 7)

2600 Other non-current liabilities (note 6(k))

Total non-current liabilities

Total liabilities

Equity attributable to owners of parent (notes 6(m)(n)):

3100 Ordinary share

3200 Capital surplus

Retained earnings:

3310 Legal reserve

3350 Unappropriated retained earnings

Total retained earnings

3400 Other equity

Total equity

Total liabilities and equity

December 31, 2025 December 31, 2024
Amount % Amount %
$ - - 1,744 -
4,061,517 16 3,190,870 14
991,071 4 755,671 3
136,223 1 176,298 1
676,280 3 522,842 2
540,116 2 - -
427,971 2 181,651 1
1,876,312 7 1,729,505 8
94,545 - 94,545 -
888,152 3 756,127 3
9,692,187 38 7,409,253 32
23,637 - 118,182 1
1,213,081 5 813,246 4
32 - 6,347,805 29
7,476,973 29 59,950 -
63,382 - 59,950 -
8,777,105 34 7,339,183 34
18,469,292 72 14,748,436 66
4,595,300 18 4,595,300 21
1,329 - 534,384 2
249,838 1 - -
2,471,364 9 2,498,382 11
2,721,202 10 2,498,382 11
128 - (1,395) -
7,317,959 28 7,626,671 34
$ 25,787,251 100 22,375,107 100

See accompanying notes to financial statements.


(English Translation of Financial Statements and Report Originally Issued in Chinese)

TIGERAIR TAIWAN CO., LTD.

Statements of Comprehensive Income

For the years ended December 31, 2025 and 2024

(Expressed in thousands of New Taiwan Dollar, except Earnings Per Share)

2025 2024
Amount % Amount %
4000 Operating revenue (notes 6(p) and 7) $ 16,898,827 100 16,423,023 100
5000 Operating costs (notes 6(d), (e), (f), (i), (j), (k), 7 and 12) 12,223,612 72 11,280,155 69
Gross profit from operations 4,675,215 28 5,142,868 31
Operating expenses (notes 6(d), (e), (f), (i), (k), (n), (q), 7 and 12):
6100 Selling expenses 626,640 4 573,255 3
6200 Administrative expenses 840,870 5 894,636 5
6450 Expected credit loss (note 6(c)) 59 - 32 -
Total operating expenses 1,467,569 9 1,467,923 8
Net operating income 3,207,646 19 3,674,945 23
Non-operating income and expenses (note 6(r)):
7100 Interest income 395,460 2 315,747 2
7010 Other income 45,433 - 42,288 -
7020 Other gains and losses, net (230,616) (1) (230,062) (1)
7050 Finance cost (note 6(i)) (331,300) (2) (297,573) (2)
Total non-operating income and expenses (121,023) (1) (169,600) (1)
7900 Profit from continuing operations before tax 3,086,623 18 3,505,345 22
7950 Income tax expenses (note 6(l)) 619,551 4 733,562 4
8200 Profit 2,467,072 14 2,771,783 18
8300 Other comprehensive income:
8310 Items that will not be reclassified to profit or loss
8311 Gains (losses) on remeasurements of defined benefit plans (note 6(k)) 2,850 - (14,352) -
8349 Income tax benefit (expense) related to items that will not be reclassified to profit or loss - - - -
Total items that will not be reclassified to profit or loss 2,850 - (14,352) -
8360 Items that will be reclassified to profit or loss
8368 Gains (losses) on hedging instrument (note 6(b)) 1,904 - 977 -
8399 Income tax benefit (expense) related to items that will be reclassified to profit or loss (note 6(l)) (381) - (195) -
Total items that will be reclassified to profit or loss 1,523 - 782 -
8300 Other comprehensive income (loss), net of tax 4,373 - (13,570) -
Total comprehensive income $ 2,471,445 14 2,758,213 18
Earnings per share (note 6(o))
9750 Basic earnings per share (in New Taiwan dollars) $ 5.37 6.16
9850 Diluted earnings per share (in New Taiwan dollars) $ 5.36 6.15

See accompanying notes to financial statements.


(English Translation of Financial Statements and Report Originally Issued in Chinese)

TIGERAIR TAIWAN CO., LTD.

Statements of Changes in Equity

For the years ended December 31, 2025 and 2024

(Expressed in thousands of New Taiwan Dollar)

Ordinary shares Capital surplus Retained earnings Other Equity
Legal earnings reserve Retained earnings (accumulated deficit) Gains (losses) on effective portion of cash flow hedges Total equity
Balance at January 1, 2024 $ 4,490,000 990,081 - (1,249,130) (2,177) 4,228,774
Other changes in capital surplus:
Capital surplus used to offset accumulated deficits - (990,081) - 990,081 - -
Net income for the year ended December 31, 2024 - - - 2,771,783 - 2,771,783
Other comprehensive income for the year ended December 31, 2024 - - - (14,352) 782 (13,570)
Total comprehensive income for the year ended December 31, 2024 - - - 2,757,431 782 2,758,213
Capital increase by cash 105,300 473,170 - - - 578,470
Share-based payment transactions - 61,214 - - - 61,214
Balance at December 31, 2024 4,595,300 534,384 - 2,498,382 (1,395) 7,626,671
Appropriation and distribution of retained earnings:
Legal reserve appropriated - - 249,838 (249,838) - -
Cash dividends on ordinary share - - - (2,247,102) - (2,247,102)
Other changes in capital surplus:
Distribution of cash dividends from capital surplus - (533,055) - - - (533,055)
Net income for the year ended December 31, 2025 - - - 2,467,072 - 2,467,072
Other comprehensive income for the year ended December 31, 2025 - - - 2,850 1,523 4,373
Total comprehensive income for the year ended December 31, 2025 - - - 2,469,922 1,523 2,471,445
Balance at December 31, 2025 $ 4,595,300 1,329 249,838 2,471,364 128 7,317,959

See accompanying notes to financial statements.


(English Translation of Financial Statements and Report Originally Issued in Chinese)

TIGERAIR TAIWAN CO., LTD.

Statements of Cash Flows

For the years ended December 31, 2025 and 2024

(Expressed in thousands of New Taiwan Dollar)

2025 2024
Cash flows from operating activities:
Profit before tax $ 3,086,623 3,505,345
Adjustments:
Adjustments to reconcile profit:
Depreciation expense 2,062,937 1,790,001
Amortization expense 19,521 19,143
Expected credit loss 59 32
Interest expense 331,300 297,573
Interest income (395,460) (315,747)
Share-based payment transactions - 61,214
Loss on disposal of property, plant and equipment 2,837 2,998
Loss on disposal of intangible assets 1,219 -
Unrealized foreign exchange gain (loss) 1,460 118,460
Provisions for liabilities 702,612 568,485
Total adjustments to reconcile profit 2,726,485 2,542,159
Changes in operating assets and liabilities:
Accounts receivable (60,455) (3,160)
Accounts receivable due from related parties (350) (1,069)
Other receivable (19,231) 69,695
Inventories (549) 4
Other current assets (207,903) 222,208
Contract liabilities 870,647 392,436
Accounts payable 235,563 81,689
Accounts payable to related parties (40,075) 50,261
Other payable 153,438 233,639
Provisions (37,174) (133,206)
Other current liabilities 132,026 87,996
Net defined benefit liability 4,951 2,078
Total adjustments 1,030,888 1,002,571
Cash inflow generated from operations 6,843,996 7,050,075
Interest received 395,460 315,747
Interest paid (331,300) (297,573)
Income taxes paid (26,510) (27,936)
Net cash flows from operating activities 6,881,646 7,040,313
Cash flows from investing activities:
Acquisition of property, plant and equipment (1,633,814) (43,339)
Increase in refundable deposits (43,701) (22,107)
Decrease in refundable deposits 4,125 51,610
Increase in pledged assets (110,881) (77,922)
Decrease in pledged assets 132,922 199,234
Acquisition of intangible assets (27,216) (1,393)
Increase in prepayments for equipment (1,045,461) (208,499)
Net cash flows used in investing activities (2,724,026) (102,416)
Cash flows from financing activities:
Increase in short-term borrowings - 100,000
Decrease in short-term borrowings - (100,000)
Repayments of long-term borrowings (94,545) (118,182)
Increase in guarantee deposits received 29,408 11,601
Decrease in guarantee deposits received (28,077) (3,200)
Payment of lease liabilities (1,786,903) (1,576,081)
Cash dividends paid (2,780,157) -
Capital increase by cash - 578,470
Net cash flows from (used in) financing activities (4,660,274) (1,107,392)
Effect of exchange rate changes on cash and cash equivalents (229,603) 308,863
Net increase in cash and cash equivalents (732,257) 6,139,368
Cash and cash equivalents at beginning of period 11,528,209 5,388,841
Cash and cash equivalents at end of period $ 10,795,952 11,528,209
  • 33 -

Appendix 6

Tigerair Taiwan Co., Ltd.

Earnings Distribution Table for Fiscal Year 2025

Unit: NT$

Item Amount
Unappropriated earnings at the beginning of the period $ 1,442,031
Add: Reassessment of defined benefit plans 2,849,616
Add: Net profit after tax for 2025 2,467,071,891
Subtotal 2,471,363,538
Less: Appropriation of 10% legal reserve (246,992,151)
Less: Appropriation of special reserve 0
Distributable earnings for the current period 2,224,371,387
Allocation Items:
Cash dividend (NT$2.42027 per share) (1,112,186,673)
Unappropriated earnings at end of period $ 1,112,184,714
Note 1: Total shares for distribution: 459,530,000 shares
Note 2: Cash dividends are calculated and distributed to the nearest New Taiwan Dollar (NT$), with amounts less than NT$1 rounded down. The total amount of such fractional shares will be accounted for as other income of the Company.

Chairman: Huang, Shih-Hui

President: Lai, Chun-Ti

Accounting Supervisor: Chia, Wei-Chung


Appendix 7

Tigerair Taiwan Co., Ltd.

Comparison Table of Articles Before and After Amendments to the Articles of Incorporation

Proposed Amendment Provisions Before Amendment Reason for Amendment
Article 14: Each shareholder shall have one voting right for each share held, unless otherwise restricted by laws. The Company shall provide electronic voting as one of the methods for exercising voting rights at shareholders' meetings. Article 14: Each shareholder shall have one voting right for each share held, unless otherwise restricted by laws. When the Company satisfies with the scope of application of electronic voting stipulated by the competent authority, with the effective date on, the Company shall adopt the electronic transmission as one of the methods for exercising the voting power in the meeting of shareholders. As the Company is a listed company and already falls within the scope requiring the adoption of electronic voting under the Company Act, the relevant provisions are hereby deleted.
Article 28: Dividends distributable to shareholders shall be distributed on a pro rata basis in proportion to the shares held by each shareholder. Article 28: Shareholders' dividend or bonus shall be distributed pro-rata based on the specified proportions held by each shareholder and shall be paid within 120 days from the date of the shareholders meeting declaring and approving such dividend or bonus. Articles 27-1 and 27-2 of the Articles of Incorporation have already stipulated that the Board of Directors is authorized to resolve, by special resolution, the distribution of cash dividends and bonuses without requiring approval by the shareholders' meeting; therefore, the relevant provisions are hereby deleted.
Article 30: These Articles of Incorporation are adopted by all the incorporators on 11 April 2014; the 1st amendment has been approved on 6 May 2016; the 2nd amendment has been approved on 12 May 2017; the 3rd amendment has been approved on 28 June 2019; the 4th amendment has been approved on 30 June, 2020; the 5th amendment has been approved on 20 May 2021; the 6th amendment has been approved on 24 June 2022; the 7th amendment has been approved on 19 June 2024; the 8th Article 30: These Articles of Incorporation are adopted by all the incorporators on 11 April 2014; the 1st amendment has been approved on 6 May 2016; the 2nd amendment has been approved on 12 May 2017; the 3rd amendment has been approved on 28 June 2019; the 4th amendment has been approved on 30 June, 2020; the 5th amendment has been approved on 20 May 2021; the 6th amendment has been approved on 24 June 2022; the 7th amendment has been approved on 19 June 2024; the 8th Add date and number of amendments.

Proposed Amendment Provisions Before Amendment Reason for Amendment
amendment has been approved on 19 June 2025; the 9th amendment has been approved on 28 May 2026. amendment has been approved on 19 June 2025.
  • 36 -

Appendix 8

Tigerair Taiwan Co., Ltd.

Comparative Table of Amendments to the Procedures for Engaging in Derivatives Trading

Proposed Amendment Provisions Before Amendment Reason for Amendment
Article 4: Procedures for Public Announcement and Regulatory Filing
I. Where the Company's engagement in derivatives trading meets the thresholds requiring public announcement and regulatory filing, the responsible executing unit shall, on the date of occurrence of the event, prepare and submit the relevant supporting documentation to the Management Analysis and Stock Affairs Department for the handling of public announcement and regulatory filing. Article 4: Procedures for Public Announcement and Regulatory Filing
I. Where the Company's engagement in derivatives trading meets the thresholds requiring public announcement and regulatory filing, the responsible executing unit shall, on the date of occurrence of the event, prepare and submit the relevant supporting documentation to the Finance Department for the handling of public announcement and regulatory filing, and shall also assist the parent company in fulfilling its disclosure and filing obligations. As the Company has become a listed company, the responsible unit for handling public announcements and regulatory filings has been revised to the Management Analysis and Stock Affairs Department.
Article 6: Internal Control System
I. Risk Management Measures (VI) Legal Risk: Any agreement executed with banks, including hedging agreements such as those under the International Swaps and Derivatives Association framework, must be reviewed by the Legal Office prior to formal execution to mitigate potential legal risks. Article 6: Internal Control System
I. Risk Management Measures (VI) Legal Risk: Any agreement executed with banks, including hedging agreements such as those under the International Swaps and Derivatives Association framework, must be reviewed by the Contract Management Department prior to formal execution to mitigate potential legal risks. Following organizational restructuring, the Company no longer maintains a Contract Management Department; accordingly, the responsibility for contract review has been reassigned to the Legal Office.
Article 6: Internal Control System
II. Internal Control Article 6: Internal Control System
II. Internal Control In accordance with Article 20, Subparagraph 3, Section IV (Engagement in Derivatives

Proposed Amendment Provisions Before Amendment Reason for Amendment
(I) Personnel engaged in derivatives trading (“trading personnel”) shall not concurrently serve as personnel responsible for confirmation and settlement operations.
(II) Personnel responsible for risk measurement, monitoring, and control shall belong to departments independent from those specified in subparagraph (1), and shall conduct periodic evaluations and report to the Board of Directors, the Chairman, and the President, or to senior executives who do not have responsibility for trading or position-taking decisions. (I) Personnel engaged in derivatives trading (“trading personnel”) shall not concurrently serve as personnel responsible for confirmation and settlement operations.
(II) Personnel responsible for risk measurement, monitoring, and control shall belong to departments independent from those specified in subparagraph (1), and shall conduct periodic evaluations and report to the Chairman and the President. Trading) of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, personnel responsible for risk measurement, monitoring, and control shall be assigned to departments independent from those specified in the preceding subparagraph, and shall report to the Board of Directors or to senior executives who do not have responsibility for trading or position-taking decisions.
Accordingly, the Board of Directors and non-executive senior executives have been newly added as recipients of periodic evaluation reports.
Article 7: Internal auditors shall periodically assess the adequacy of internal controls over derivatives trading. They shall also conduct monthly audits of the trading department’s compliance with these Procedures and analyze the transaction cycle, and prepare audit reports accordingly. If any material violation or potential material loss is identified, a written report shall be submitted to the Audit Committee. Article 7: Internal auditors shall periodically assess the adequacy of internal controls over derivatives trading. They shall also conduct monthly audits of the trading department’s compliance with these Procedures and analyze the transaction cycle, and prepare audit reports accordingly. If any material violation or potential material loss is identified, a report shall be prepared and submitted for approval, and the Audit Committee shall be duly notified. As the Company is a listed company and has established an Audit Committee, the reporting recipients have been revised accordingly from supervisors to the Audit Committee.
Article 9: These Procedures shall be approved by more than one-half of all members of the Audit Committee, and, following resolution by the Board of Directors, shall be submitted to the shareholders’ meeting for approval; the same shall apply to any amendments thereto. Article 9: These Procedures shall be approved by the Board of Directors. Where any director expresses dissent and such dissent is recorded or stated in writing, the Company shall submit the dissenting opinions, together with the internal control system approved by the Pursuant to Article 14-5, Paragraph 1, Subparagraph 3 of the Securities and Exchange Act, for a company that has issued shares in accordance with the Act and has established an Audit Committee, the following matters shall be subject to the approval of more than one-half of all members of the Audit
  • 38 -

Proposed Amendment Provisions Before Amendment Reason for Amendment
When these Procedures are submitted to the Board of Directors for discussion in accordance with the preceding paragraph, full consideration shall be given to the opinions of each independent director. Any explicit opinions of consent or dissent, as well as the reasons for dissent, shall be recorded in the minutes of the Board meeting. Board of Directors, to all supervisors; the same shall apply to any amendments thereto. For public companies that have appointed independent directors, when the internal control system is submitted to the Board of Directors for discussion in accordance with the preceding paragraph, full consideration shall be given to the opinions of each independent director. Any explicit opinions of consent or dissent, as well as the reasons for dissent, shall be recorded in the minutes of the Board meeting. For public companies that have established an Audit Committee, the adoption or amendment of the internal control system shall be subject to the consent of the Audit Committee and be submitted to the Board of Directors for resolution. If the consent of the Audit Committee is not obtained as described in the preceding paragraph, the matter may be approved by more than two-thirds of all directors, provided that the resolution of the Audit Committee is recorded in the minutes of the Board meeting. For the purposes of this Article, "all members of the Audit Committee" and "all directors" shall refer to those actually in office. Committee and be submitted to the Board of Directors for resolution, and shall not be subject to Article 14-3 of the Act: Subparagraph 3: The adoption or amendment of procedures governing material financial and business activities, including the acquisition or disposal of assets, engagement in derivatives trading, lending of funds to others, and endorsement or provision of guarantees for others, as required under Article 36-1. Accordingly, the amendment to these Procedures shall be subject to the approval of more than one-half of all members of the Audit Committee and, following resolution by the Board of Directors, shall be submitted to the shareholders' meeting for approval.
If approval by more than one-half of all members of the Audit Committee is not obtained as described in the preceding paragraph, the Procedures may be implemented upon approval by more than two-thirds of all directors, provided that the resolution of the Audit Committee is recorded in the minutes of the Board meeting. For the purposes of this Article, "all members of the Audit Committee" and "all directors" shall refer to those actually in office.
Article 11: These Procedures were established on June 23, 2015, and were amended for the third time on May 28, 2026. Any matters not provided herein shall be governed by the applicable laws and regulations. Article 11: These Procedures were established on June 23, 2015, and were amended for the second time on June 28, 2019. Any matters not provided herein shall be governed by the applicable laws and regulations. The amendment date and number of revisions of these Procedures have been updated accordingly.
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Appendix 9

TIGERAIR TAIWAN CO., LTD.
ARTICLES OF INCORPORATION

Chapter 1 General Provisions

Article 1: The Company shall be named TIGERAIR TAIWAN CO., LTD. and incorporated as a Company limited by shares in accordance with the Company Act of the Republic of China.

Article 2: The business scopes of the Company are as stated below:

(1) G501011 Civil Aviation Transportation
(2) G501020 Civil Aviation Agency
(3) ZZ99999 Other than specially permitted/licensed business, the Company may engage in any business which is not prohibited or restricted by law.

Article 3: The Company's principal office is located in Taoyuan City, Taiwan. With the approval of the board of directors, the Company may establish branch and/or business offices within or outside the Republic of China.

Article 4: "Public Announcement" of the Company shall be made in accordance with Article 28 of the Company Act.

Article 5: (deleted)

Chapter 2 Shares

Article 6: The total authorized capital of the Company is NT$6,000,000,000, divided into 600,000,000 common shares with a par value of NT$10 each and the shares not be issued may be issued and paid up in installment determined by board resolution for the Company demand.

Article 7: The total amount of the Company's reinvestment shall not be subject to the restriction of not more than forty percent of a company's paid-up capital as provided in Article 13 of the Company Act.

Article 8: All the Company's share certificates shall be signed or sealed by the director representing the company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws prior to their issuance. The Company may issue share certificates in dematerialized form, but shall register them in centralized securities depository enterprises.

With respect to the new shares issued in accordance with the provision of the preceding paragraph, the consolidated printed share certificate shall be placed under the custody of, and the recordation of the issue for shares exempted from printing share certificate shall be made by the centralized securities custody institution, or the new-issued shares may be consolidated with other

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already-issued shares into larger-denomination share certificates in accordance with the request of the centralized securities custody institution.

Article 9: The transfer, the transfer registration, succession, endowment, loss, or destruction of share, shall be in accordance with the Company Act and other regulations. The setting, abolishment, renewal of seal certificate(s) shall be in accordance with the competent authority.

Article 10: Transfer of share certificate(s) shall be filed with the Company. Before the transfer is duly completed, transferee shall not use it as a defence against the Company.

The Company’s share affairs shall be in accordance with Relations Governing the Administration of Shareholder Services of Public Companies issued by the competent authority.

Chapter 3 The Shareholders' Meetings

Article 11: There are two types of shareholders' meetings:

a. Annual meeting shall be convened at least once a year and be called and held by the board of directors within six months after the conclusion of each accounting year; and
b. Special meetings shall be convened in accordance with the related law whenever necessary.

Article 11-1: Shareholders’ meetings of the Company can be held by means of visual communication network or other methods promulgated by the central competent authority. However, the Company shall comply with the provisions of qualifications, conditions, methods of exercise and other matters otherwise stipulated by the competent authority in charge of securities affairs.

Article 12: The shareholders' meetings of the Company shall be presided over by the chairman of the board of directors. In case the chairman is absent or cannot exercise his powers for any cause whatsoever, he may designate one of the directors to act on his behalf. In the absence of such designation, the directors shall elect one from among themselves. Where a shareholders' meeting is convened by any person with convening power other than the Board of Directors, such person shall be the chairman of the meeting. Where there are two or more persons having convening powers, one shall be elected from among themselves to act as the chairman of the meeting.

Article 13: In case the shareholder is unable to attend a shareholders’ meeting, a shareholder shall delegate a proxy by filling a form printed by the Company representing a power of attorney stating the scope of authority delegated to the person attending the meeting of shareholders.

Unless the Company Act otherwise provided, attending a shareholders’

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meeting by a proxy shall be in accordance with Relations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies issued by the competent Authority.

Article 14: Each shareholder shall have one voting right for each share held, unless otherwise restricted by laws.

When the Company satisfies with the scope of application of electronic voting stipulated by the competent authority, with the effective date on, the Company shall adopt the electronic transmission as one of the methods for exercising the voting power in the meeting of shareholders.

Article 15: Unless otherwise provided for in the Company Act or these Articles of Incorporation, resolutions at a shareholders' meeting shall be attended by shareholders representing a majority of the outstanding shares and adopted by a majority vote of the shareholders present.

Article 16: (Deleted)

Article 17: The resolutions of the shareholders' meeting shall be recorded in the minutes, which shall be prepared and signed by or sealed with the chop of the chairman of the meeting. Such minutes shall be distributed to all shareholders of the Company within twenty (20) days after the close of the meeting.

The preparation and distribution of the minutes of shareholders' meeting as required in the preceding paragraph may be effected by means of electronic transmission or public notice.

Chapter 4 Directors and Managers

Article 18: The Company shall have nine to thirteen directors to be elected at the shareholder's meeting from person(s) with disposing capacity. The members in the Board of Directors shall have different genders. The term of office of the directors will be three years. Elections of the directors of the Company shall be conducted in accordance with the candidate nomination system set out in Article 192-1 of the Company Act. The number of independent directors shall be three to five, based on the seats of directors for the upcoming election. Furthermore, one of the independent directors shall be the independent director undertaking public welfare.

The directors may be re-elected continuously, but all the independent directors are limited to two re-elections only.

The qualifications, shareholdings, part-time limitations, nomination, and other matters for compliance, shall be in accordance with the competent authority in charge of securities affairs; where as independent directors undertaking public welfare shall be governed by the Regulations Governing Compliance Matters for Civil Air Transport Enterprise to Appoint Independent Directors Undertaking Public Welfare.

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Article 19: (Deleted)

Article 20: The board of directors is constituted by directors. The chairman of the board of directors shall be elected from among the directors, by a majority vote at a meeting attended by two-thirds or more of the directors and shall represent the Company. The term of office of the chairman will be three years.

Article 21: The resolutions of the board of directors, unless a higher quorum is required by the Company Act or these Articles of Incorporation, shall be adopted by a majority vote at a meeting attended by a majority of the directors.

Article 22: The chairman of the board of directors shall preside at the meeting of the board of directors. In case the chairman is absent or cannot exercise his powers for any cause whatsoever, he may designate one of the directors to act on his behalf according to Article 208 of the Company Act. A director shall attend meetings of the board of directors in person. In case the director is unable to attend the meeting, he/she may designate another director to act as his/her proxy. Provided that the proxy shall accept the designation of one director only.

Article 23: The compensation and traveling expenses of the directors shall be duly determined by the Board of Directors with reference to the level prevalent in fellow firms and public companies.

Article 24: The appointment, dismissal and remuneration of the President and other managers shall be approved by a majority vote at a board meeting attended by a majority of the directors. The managers shall report directly to the board of directors in compliance with the laws of the Republic of China.

The term "other managers" referred to in the preceding paragraph means the chief operating officer, chief commercial officer, chief financial officer and chief corporate governance officer of the Company.

Article 25: The audit committee established in accordance with the Securities and Exchange Act shall be composed of all independent directors, and adopt an audit committee charter. The exercise by the audit committee shall be in accordance with Regulations Governing the Exercise of Powers by Audit Committees of Public Companies issued by the competent authority.

The board of directors may establish a remuneration committee or other functional committees for business operation demand of the Company.

Chapter 5 Accounting

Article 26: The accounting year of the Company begins on January 1 of each year and ends on December 31 of the same year. After the close of each fiscal year, the following reports shall be prepared by the Board of Directors and forwarded to the Audit Committee, for audit and examination thirty (30) days prior to the regular meeting of shareholders; and submitted to the regular shareholders' meeting for acceptance:

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(1) Business Report;
(2) Financial Statements;
(3) Proposal Concerning Appropriation of Surplus Earnings or Covering of Losses.

Article 27: At the end of the accounting year, no less than 1% of the profit before tax shall be distributed as employees' compensation. Of the total amount allocated, no less than 30% shall be distributed to non-executive employees. However, the accumulated losses of the Company shall have been covered before the abovementioned distribution.

The abovementioned distribution shall be adopted by a majority vote at a board meeting attended by two-thirds or more of the directors, and shall be reported to shareholders' meeting.

Article 27-1: At the end of each accounting year, the Company's profit shall first be used to pay for taxes and to make up the prior losses. Then, 10 percent of the net profit shall be set aside as legal reserve; another sum as special reserve from the remaining is allowed to set aside or revert under laws and regulations or special purposes. The balance should be added to the previous cumulative distributable surplus earnings, and the board of directors may propose the appropriation of earnings for retention or distribution of dividend or bonus to shareholders.

  1. Distribute dividend or bonus with no less than 50 percent of the balance; the distribution may be paid from the previous cumulative distributable surplus earnings if the distributable amount is not enough after the Company's profit at the end of each accounting year deducted on the basis of the aforementioned calculation.
  2. In consideration of finance, sales, and operation of the Company, the Company may distribute dividend or bonus from all or part of the reserve under laws, regulations, or authorities if the Company does not have loss.
  3. The distribution of dividend and bonus may be paid with stocks or cash; however, the distribution of cash dividend shall not less than 30 percent of the dividend.

In accordance with Company Act, if such surplus earning is distributed in the form of new shares to be issued by the Company, it shall be approved by the shareholders' meeting before execution; if all or part of the dividends and bonuses are in the form of cash, the execution shall be made after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors, and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.

Article 27-2: In accordance with article 241 of the Company Act, the Company may distribute all or part of the aforesaid legal reserve and the capital reserve by

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issuing new shares or by cash to its original shareholders in proportion to the number of shares being held by each of them. If the payment is in cash, it may be distributed by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors, and reported to the shareholders' meeting.

Article 28: Shareholders' dividend or bonus shall be distributed pro-rata based on the specified proportions held by each shareholder and shall be paid within 120 days from the date of the shareholders meeting declaring and approving such dividend or bonus.

Chapter 6 Supplementary Provisions

Article 29: Provisions of the Company Act shall be referred to for matters not provided for in these Articles of Incorporation.

Article 30: These Articles of Incorporation are adopted by all the incorporators on 11 April 2014; the 1st amendment has been approved on 6 May 2016; the 2nd amendment has been approved on 12 May 2017; the 3rd amendment has been approved on 28 June 2019; ; the 4th amendment has been approved on 30 June, 2020; the 5th amendment has been approved on 20 May 2021; the 6th amendment has been approved on 24 June 2022; the 7th amendment has been approved on 19 June 2024; the 8th amendment has been approved on 19 June 2025.

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Appendix 10

Tigerair Taiwan Co., Ltd.

Procedures for Engaging in Derivatives Trading

Established on June 23, 2015

Effective June 15, 2018, following the first amendment passed by the shareholders' meeting.

Effective June 28, 2019, following the second amendment passed by the shareholders' meeting.

Article 1: Purpose

To ensure effective management of the Company's assets, liabilities, revenues, and expenditures; to mitigate risks arising from fluctuations in exchange rates, interest rates, and oil prices; and to strengthen the oversight of the Company's derivative transactions, thereby enhancing overall corporate competitiveness, these Procedures are established in accordance with the "Regulations Governing the Acquisition or Disposal of Assets by Public Companies" promulgated by the Financial Supervisory Commission.

Article 2: Trading Principles and Guidelines

I. Types of Transactions

For the purposes of these Procedures, "derivative instruments" refer to forward contracts, option contracts, futures contracts, leveraged margin contracts, swap contracts, combinations of the foregoing contracts, or hybrid/structured products embedded with derivative instruments, whose value is derived from specified interest rates, prices of financial instruments, commodity prices, exchange rates, price or rate indices, credit ratings or credit indices, oil prices, or other underlying variables. The term "forward contracts" as used herein excludes insurance contracts, performance contracts, after-sales service contracts, long-term lease agreements, and long-term purchase (or sales) agreements.

II. Operating and Hedging Strategies

The Company shall engage in derivative transactions primarily for the purpose of hedging market risks (HEDGE). The instruments selected shall, in principle, be those that effectively mitigate risks arising from the Company's business operations, including interest rate, foreign exchange, and oil price risks. Counterparties shall be limited to banks and oil suppliers with which the Company maintains business relationships or that are capable of providing professional financial or market information.

III. Segregation of Duties and Responsibilities

(I) Board of Directors: Responsible for approving the limits on derivative transactions.

(II) President: Responsible for approving the types of transactions and authorizing the execution of such transactions.

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(III) Chief Financial Officer:

  1. Within the authorized limits, responsible for executing and submitting for approval transactions involving forward foreign exchange, foreign exchange options, and oil-related derivatives.
  2. Responsible for the control and management of the Company’s overall transaction limits and categories of derivative instruments.
  3. Responsible for the appointment and dismissal of traders.
  4. Responsible for establishing the formats of risk reports.
  5. Responsible for formulating risk assessment models and performance evaluation models.

(IV) Trading Personnel:

  1. Responsible for formulating trading strategies within the scope of authorized limits and directly executing transactions with counterparties.
  2. Responsible for the compilation, maintenance, and filing of all transaction documents, supporting vouchers, and related records.

IV. Performance Evaluation

The Company shall conduct performance evaluations of its derivative transactions on a semi-monthly basis and submit the results to the Chairman and the President for reference.

V. Limits on Total Transaction Amounts and Losses

The derivative instruments engaged in by the Company include forward contracts, options, and futures relating to exchange rates, interest rates, oil and related products, and equity indices. Such transactions are conducted based on the Company’s actual operational needs and are executed for the purpose of risk hedging, with an emphasis on achieving economic substance in hedging. The limits on the Company’s total derivative transaction amounts and loss thresholds are as follows:

(I) Interest Rate Derivatives: Limited to 30% of the net increase in existing and projected long-term debt, lease liabilities, and sale-and-leaseback positions over the next five years.
(II) Foreign Exchange Derivatives: Limited to 30% of the combined total of foreign currency liabilities and the Company’s actual net foreign currency requirements over the next one year.
(III) Oil-Related Derivatives: Limited to 30% of the Company’s annual actual demand.
(IV) Loss Limits: If the evaluated loss of any individual contract exceeds 3% of

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shareholders' equity for two consecutive months, or if the aggregate evaluated loss of all contracts exceeds 10% of shareholders' equity for two consecutive months, the Company shall formulate appropriate remedial measures and submit them to the Board of Directors for review.

Article 3: Operating Procedures

I. Authorization Limits: Any derivative transaction undertaken by the Company shall require prior approval from the President to become effective. However, transactions involving forward foreign exchange, foreign exchange options, foreign exchange swaps, interest rate swaps, and oil hedging are conducted for the purpose of mitigating operational and financial risks. In light of the rapidly changing market conditions and the need for operational flexibility, the President may delegate authority to the Chief Financial Officer to execute such transactions within the limits approved by the Board of Directors. Such transactions shall subsequently be submitted for recordation in accordance with these Procedures.

II. Responsible Unit: Given the characteristics of derivative transactions—namely rapid market changes, large transaction amounts, high frequency, and complexity—execution and management shall be handled by personnel with a high level of professional expertise. Accordingly, such transactions shall be conducted by designated personnel within the Finance Department.

III. Evaluation Procedures: Based on the Company's needs and the nature of the instruments, quotations shall be obtained from at least two reputable financial institutions as a reference for pricing.

IV. Where authorized personnel conduct derivative transactions in accordance with these Procedures, such transactions shall be reported to the most recent Board of Directors meeting thereafter.

V. The Company shall maintain a register for recordation purposes, detailing the types and amounts of derivative transactions undertaken, the dates of Board of Directors' approvals, and the matters subject to careful evaluation pursuant to Article 2, Paragraph 4, and Article 8. Such records shall be properly documented and retained for reference.

Article 4: Procedures for Public Announcement and Regulatory Filing

I. Where the Company's engagement in derivatives trading meets the thresholds requiring public announcement and regulatory filing, the responsible executing unit shall, on the date of occurrence of the event, prepare and submit the relevant supporting documentation to the Finance Department for the handling of public announcement and regulatory filing, and shall also assist the parent company in fulfilling its disclosure and filing obligations.

II. If the Company incurs unrealized losses from derivative transactions reaching

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3% or more of shareholders’ equity, or reaches the loss limits for all or individual contracts as prescribed under these Procedures, the Company shall complete the required public announcement and regulatory filing within two days from the date of occurrence.

III. The Company shall, on a monthly basis, publicly announce and file, in the prescribed format, the status of its derivative transactions as of the end of the preceding month by the 10th day of each month.

IV. If any information required to be publicly announced contains errors or omissions at the time of disclosure, the Company shall refile and reannounce all required items in full upon correction.

Article 5: Accounting Treatment

The accounting treatment of the Company’s derivative instruments shall be conducted in accordance with the International Financial Reporting Standards (IFRS) and applicable laws and regulations. Complete accounting books, supporting documents, and records shall be maintained to appropriately reflect the transaction process and results based on the nature of each transaction and its corresponding accounting treatment. In preparing its periodic financial reports, the Company shall comply with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” promulgated by the Financial Supervisory Commission, as well as relevant accounting standards.

Article 6: Internal Control System

I. Risk Management Measures

(I) Credit Risk: Counterparties shall, in principle, be limited to banks and oil suppliers with which the Company maintains business relationships or that are capable of providing professional information, in order to reduce the likelihood of losses arising from counterparty default.

(II) Market Risk: Market factors shall be evaluated prior to engaging in derivative transactions. Market risk shall be controlled through clearly defined operating procedures and regular monitoring of profit and loss positions.

(III) Liquidity Risk: To ensure sufficient liquidity, counterpart banks must possess adequate facilities, information systems, and trading capabilities, and be able to execute transactions in any market conditions.

(IV) Cash Flow Risk: To maintain the stability of the Company’s working capital, funding for derivative transactions shall be limited to the Company’s own funds. The scale of such transactions shall take into account the projected cash inflows and outflows for the forthcoming one-year period.

(V) Operational Risk: Execution of transactions must strictly comply with authorized limits and established operating procedures to prevent

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operational risks.

(VI) Legal Risk: Any agreement executed with banks, including hedging agreements such as those under the International Swaps and Derivatives Association framework, must be reviewed by the Contract Management Department prior to formal execution to mitigate potential legal risks.

(VII) Settlement Risk: Authorized trading personnel shall, in addition to strictly adhering to authorized limits, closely monitor the Company's cash flow to ensure the availability of sufficient funds for settlement.

(VIII) Product Risk: Internal trading personnel and counterpart banks shall possess comprehensive and accurate professional knowledge of the derivative instruments involved in the transactions. Counterpart banks shall also be required to provide full risk disclosure to prevent losses arising from the improper use of derivative instruments.

II. Internal Control

(I) Personnel engaged in derivatives trading ("trading personnel") shall not concurrently serve as personnel responsible for confirmation and settlement operations.

(II) Personnel responsible for risk measurement, monitoring, and control shall belong to departments independent from those specified in subparagraph (1), and shall conduct periodic evaluations and report to the Chairman and the President.

Article 7: Internal Audit System

Internal auditors shall periodically assess the adequacy of internal controls over derivatives trading. They shall also conduct monthly audits of the trading department's compliance with these Procedures and analyze the transaction cycle, and prepare audit reports accordingly. If any material violation or potential material loss is identified, a report shall be prepared and submitted for approval, and the Audit Committee shall be duly notified.

Article 8: When engaging in derivative transactions, the Board of Directors shall designate senior management personnel to continuously monitor and control the risks associated with such transactions. The management principles are as follows:

I. Regularly evaluate whether the currently adopted risk management measures are appropriate and ensure compliance with the "Regulations Governing the Acquisition or Disposal of Assets by Public Companies" and these Procedures.

II. Supervise the status of transactions and profit and loss. In the event of any abnormality, necessary responsive measures shall be taken and reported immediately to the Board of Directors. Where the Company has established independent directors, such matters shall be reviewed with the attendance of independent directors, who shall express their opinions.

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III. Periodically assess whether the performance of derivative transactions is consistent with the Company's established operating strategies and whether the risks undertaken remain within the Company's acceptable risk tolerance.

Article 9: Other Matters for Attention

These Procedures shall be approved by the Board of Directors. Where any director expresses dissent and such dissent is recorded or stated in writing, the Company shall submit the dissenting opinions, together with the internal control system approved by the Board of Directors, to all supervisors; the same shall apply to any amendments thereto.

For public companies that have appointed independent directors, when the internal control system is submitted to the Board of Directors for discussion in accordance with the preceding paragraph, full consideration shall be given to the opinions of each independent director. Any explicit opinions of consent or dissent, as well as the reasons for dissent, shall be recorded in the minutes of the Board meeting.

For public companies that have established an Audit Committee, the adoption or amendment of the internal control system shall be subject to the consent of the Audit Committee and be submitted to the Board of Directors for resolution.

If the consent of the Audit Committee is not obtained as described in the preceding paragraph, the matter may be approved by more than two-thirds of all directors, provided that the resolution of the Audit Committee is recorded in the minutes of the Board meeting.

Article 10: Penalties

If any managerial personnel or responsible staff of the Company violate these Procedures or any applicable laws and regulations, disciplinary actions shall be imposed in accordance with the Company's rules governing rewards and penalties, taking into account the severity of the circumstances.

Article 11: These Procedures were established on June 23, 2015, and were amended for the second time on June 28, 2019. Any matters not provided herein shall be governed by the applicable laws and regulations.

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Appendix 11

Tigerair Taiwan Co., Ltd.

Rules of Procedure for Shareholders' Meetings

Effective June 24, 2022, following the third amendment passed by the shareholders' meeting.

Article 1: These Rules of Procedure for Shareholders' Meetings are drawn up in accordance with the Company Act and all other relevant laws and regulations. Any matters not stipulated in these Rules shall be conducted in accordance with the aforementioned laws.

Article 2: Unless otherwise provided by law or the Articles of Association, the Rules of Procedure for Shareholders' Meetings shall be provided in these rules.

Article 3: For the purpose of these Rules, "shareholder" means a shareholder in person or proxies of the shareholder attending in person.

Article 4: If a shareholder appoints another person to act as proxy to attend a shareholders' meeting, the shareholder shall himself/herself issue a proxy form issued by the Company in accordance with the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" issued by the competent authorities, stating the scope of the authorization, and deliver it to the Company five (5) days prior to the date of the meeting. In the event of duplication of proxies, the one that reaches the Company in the first instance shall be deemed the most effective, except for the case where the revocation of the previous proxy is declared. If a shareholder appoints another person to attend the meeting as his/her proxy and the proxy fails to deliver the proxy form, the number of shares and voting rights of the proxy will not be counted.

When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

If a shareholder wishes to attend a shareholders' meeting in person or exercise voting rights in writing or by electronic means after the proxy form has been delivered to the Company, the shareholder shall notify the Company in writing of the revocation of the proxy form two (2) days prior to the date of the shareholders' meeting. In the event of a late revocation, the voting rights exercised in the presence of the proxy form shall prevail.

If a shareholder wishes to attend a shareholders' meeting by video conference after the proxy form has been delivered to the Company, the shareholder shall notify the Company in writing of the revocation of the proxy form two (2) days prior to the shareholders' meeting. In the event of a late revocation, the proxy's presence and exercise of the right to vote shall prevail.

Article 5: Starting from 2023, the Company has implemented electronic and written methods for shareholders to exercise their voting rights during shareholders'

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meetings. Shareholders exercising their voting rights in writing or by electronic means are deemed to be present in person at the shareholders' meeting.

Shareholders participating in the shareholders' meeting via video conference must register with the Company at least two (2) days before the meeting. Additionally, they must check-in on the video conference platform of the shareholders' meeting 30 minutes prior to the start time. Shareholders who have completed the check-in process are deemed to be physically present at the shareholders' meeting.

Attendance and voting at shareholders' meetings will be determined by the number of shares held. The number of shares attended and the corresponding voting rights will be calculated based on the shares recorded on the sign-in card, proxy forms, and those reported through video conference platforms. The written or electronic exercise of voting rights will also be taken into account when calculating the total number of shares.

Article 6: The chairperson of the shareholders' meeting shall be selected in accordance with Article 208, Paragraph 3 of the Company Act and Article 12 of the company's Articles of Incorporation. The Company may designate the appointed attorney, accountant or related personnel to attend the shareholders' meeting.

Article 7: The agenda of the shareholders' meeting, when convened by the Board of Directors, will be determined by the Board of Directors. The meeting will proceed in accordance with the scheduled agenda, which cannot be changed without the resolution of the shareholders' meeting.

After the listing of the Company, the relevant motions (including provisional motions and amendments to the original motions) shall be resolved by way of case-by-case voting.

If the shareholders' meeting is convened by a party other than the Board of Directors who has the right to convene, the provisions of the preceding paragraph shall apply.

Once the agenda of the shareholders' meeting has been determined by the board of directors or other authorized conveners, it must be distributed to the attending shareholders or their proxies. The chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda (including extraordinary motions), except by a resolution of the shareholders' meeting.

Once the meeting has adjourned, shareholders are not permitted to elect a new chairperson to continue the proceedings at the same location or seek an alternative venue.

Article 8: The chairperson shall promptly call the shareholders' meeting to order and simultaneously disclose the number of non-voting shares and the number of shares in attendance. However, if there are no shareholders representing more than half of the total issued shares present, the chairperson may announce a postponement. The postponement is limited to two (2) times, with a total postponement time not exceeding one (1) hour. If the quorum is not met after

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two postponements, but the attending shareholders represent one third or more of the total number of issued shares, the situation must be handled in accordance with Article 175 of the Company Act. However, if the number of shares represented by attending shareholders during the meeting exceeds one-half of the total issued shares, the chairperson may resubmit to the meeting for a vote a resolution that was previously made.

Article 9: In addition to discussions and votes on issues as outlined in the agenda handbook, shareholders in attendance may also raise extraordinary motions as stipulated in the Company Act.

For matters such as the appointment or removal of directors, amendment of articles of association, reduction of capital, application for the approval of ceasing its status as a public company, director's non-compete approvals, surplus capital increase, reserve capital increase, company dissolution, merger, division, or matters specified in Article 185, Paragraph 1 of the Company Act, Article 26-1, Article 43-6 of the Securities and Exchange Act, Article 56-1 and Article 60-2 of the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers", the main contents should be itemized and described in the agenda. These matters should not be proposed as extraordinary motions.

If the reasons for the convening of a shareholders' meeting includes the re-election of directors and independent directors and the date on which they are to take office, then that start date cannot be changed during the meeting, either through an extraordinary motion or any other means.

Shareholders who hold more than one (1) percent of the total issued shares may propose to the Company a motion for a regular shareholders' meeting, but they are limited to one proposal. Any proposal that exceeds one item will not be included in the agenda. If a shareholder's proposal falls under any of the circumstances specified in Article 172-1, Paragraph 4 of the Company Act, the Board of Directors may exclude it from the agenda. Shareholders may submit proposals to urge the Company to promote the public interest or fulfill its social responsibilities. However, these proposals should be limited to one item in accordance with the relevant provisions of Article 172-1 of the Company Act. Any proposal that exceeds one item will not be included in the agenda.

Article 10: Shareholders who wish to speak on the discussed agenda must first specify on a speaker's slip the subject of the speech, shareholder account number, and account name. The order in which shareholders speak will be set by the chairperson. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. If the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. This also applies in the case of extraordinary motions. After shareholders have spoken, the chairperson may personally respond or designate relevant personnel to respond.

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Shareholders participating in the shareholders' meeting via video conferencing can submit written questions on the video conferencing platform from the moment the chairperson announces the start of the meeting until the adjournment is announced. Each shareholder is allowed to ask questions on each agenda, not be more than two for each motion, with a maximum of 200 words per question.

Article 11: When juristic person shareholders appoint two or more representatives to attend a shareholders' meeting, only one representative is allowed to speak on the same agenda item. Each representative may speak on the same agenda item a maximum of two times, with a time limit of five minutes per speech, unless the chairperson gives consent for additional speaking time or grants an extension if requested.

Article 12: If a shareholder's speech violates the provisions of the previous article or exceeds the agenda's scope, the chairperson has the authority to interrupt the speaker.

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. The chair shall 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."

If amplification devices are available at the venue, the chairperson has the authority to prohibit shareholders from using equipment not provided by the Company to speak.

Shareholders who violate the rules of procedure and refuse to comply with the chairperson's instructions, thereby obstructing the progress of the meeting and persisting despite being stopped, may be asked to leave the venue by the chairperson. The chairperson will direct the proctors or security personnel to enforce this action.

Article 13: The chairperson has the authority to announce the end of discussions and speeches and proceed to a vote when he/she deems it necessary for the meeting's progress or when further speeches are no longer required.

In the case of amendments or substitute proposals for the same motion, the chairperson will decide the voting order in relation to the original motion. If one of the proposals has already been approved, the remaining proposals will be deemed rejected, eliminating the need for additional voting.

Article 14: The voting on the proposal will be determined based on the nature of the proposal, in accordance with the relevant provisions of the Company Act, by establishing the required number of votes for approval. However, if the Company's Articles of Association have stricter requirements, they must be adhered to.

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Article 15: Resolutions shall be approved by a majority of the voting rights of the shareholders present, unless otherwise specified by the Company Act for special resolutions (in which case, the provisions of the Company Act shall apply). If there are no objections from the shareholders present, as confirmed by the chairperson during the voting, the resolution shall be deemed approved, with the same effect as a voting decision. When the resolutions of the shareholders' meeting pertain to the interests of the attending shareholders and may harm the interests of the Company, the voting rights represented by the attending shareholders shall not be counted, except in the case of the election of directors.

Shareholders who have a conflict of interest with the matters resolved at the shareholders' meeting are prohibited from voting or acting as a proxy for other shareholders. However, this restriction does not apply during the election of directors.

The number of shares in respect of which voting rights are not exercisable under the preceding paragraph shall not be counted towards the number of voting rights of the shareholders present.

Except for a trust business or a shareholder services agency approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, should the voting rights represented by that proxy exceed 3% of the voting rights represented by the total number of issued shares, the voting rights in excess of that percentage shall not be counted.

Article 16: The chairperson shall designate personnel to monitor and tally the votes on the motion, with the requirement that the monitors hold shareholder status. During the shareholders' meeting, the chairperson may assign specific tasks to shareholders. If an assigned shareholder is temporarily unable to perform their duties, the chairperson may designate another shareholder to take their place.

Article 17: When a meeting is in progress, the chairperson may announce a break at his/her discretion. If a force majeure event occurs, the chairperson may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. When the chairperson adjourns the meeting, the meeting is considered concluded.

Article 18: 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 chairperson of the meeting and shall be retained for the duration of the existence of the Company.

The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio or video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures. The recorded audio and/or video materials, sign-in cards, attendance book, and proxy forms shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the

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Company Act, the aforementioned materials shall be retained until the conclusion of the litigation.

For video conference shareholders' meetings, the company will record and retain data pertaining to shareholder registration, enrollment, attendance, questioning, voting, and vote counting results. The entire video conference shall be continuously recorded without interruption.

The Company will ensure the proper safe preservation of the aforementioned data, audio recordings, and video recordings during the continuance of the Company's business. The Company will provide the entrusted party responsible for managing video conference affairs with the recordings.

Article 19: When the shareholders' meeting elects directors, the election shall be conducted in accordance with the relevant election regulations set forth by the Company, and the results of the election shall be announced on the spot, including the list of elected directors and their election rights, as well as the list of unsuccessful directors and the number of election rights they have received.

Article 20: For video conference shareholders' meetings, the Company must promptly disclose the voting and election results for each proposal on the video conference platform, in accordance with the regulations. This disclosure must continue for at least fifteen minutes after the chairperson announces the adjournment of the meeting.

Article 21: Both the chairperson and the recording personnel must be physically present at the same location within the country. The chairperson shall announce the address of the designated location at the start of the meeting.

Article 22: These Rules of Procedure shall come into effect after they have been approved by the shareholders in the shareholders' meeting. These Rules of Procedure were adopted on June 28, 2019. They were first amended on June 30, 2020, followed by a second amendment on May 20, 2021, and a third amendment on June 24, 2022.

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Appendix 12

Tigerair Taiwan Co., Ltd.

Director's Shareholdings

Detailed holdings of all directors, as recorded in the shareholder register as of the closing date of this shareholders' meeting, are as follows:

Closing date for transfers: March 30, 2026

Title Name Representative Shareholding Shareholding Percentage
Chairman China Airlines, Ltd. Huang, Shih-Hui 300,879,050 65.48%
Director China Airlines, Ltd. Chen I-Chieh
Director China Airlines, Ltd. Peng Pao-Chu
Director China Airlines, Ltd. Chuang, Ming-Che
Director Fan Hung-Shu
Director Yen Sin-Hui
Independent Director Yang Chao-Rong
Independent Director Chen I-Heng
Independent Director Tsao Sheng-Hsiung
Total number of shares held by all directors 300,879,050 65.48%

Details:

  1. The current number of outstanding shares of the Company is 459,530,000 shares. As per Article 26 of the Securities Exchange Act and the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", the number of shares that should be legally held by all directors is 16,000,000 shares.
  2. Since the Company has an Audit Committee, the requirement for statutory supervisors to hold shares does not apply.
  3. As per Article 2 of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, if two or more independent directors are appointed, the shareholding percentage of all directors, excluding the independent directors, shall be reduced to 80% based on the ratio.

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tigerair 台灣虎航