UPC — AGM Information 2024

Jun 5, 2024

UPC Technology Corporation

Meeting Notice of Annual General Shareholders’ Meeting (Summary Translation)

The 2024 Annual General Shareholders’ Meeting (the ”Meeting”) of UPC Technology Corporation will be convened at 9:00 a.m., Friday, May 24, 2024 in 1F., No. 209, Sec.1, Nangang Rd., Nangang Dist., Taipei City, Taiwan, R.O.C. by means of hybrid shareholders’ meeting (Physical shareholders’ meeting with the assistance of video conferencing).

1. The agenda for the Meeting is as follows:

2. I. Matters for report

   • (1) 2023 Business Report

   • (2) Audit Committee's Review Report

   • (3) Status reports of the Cash dividends for Distribution of 2023

3. II. Matters for Ratification

   • (1) Ratification of the 2023 Business Report and Financial Statements

   • (2) Ratification of the 2023 Profits Distribution Proposal

4. III. Matters for Discussion

   • (1) Proposal for Amendment to the “Articles of Incorporation”

   • (2) Proposal for Amendment of the ”Rules of Procedure for Shareholders Meetings”

5. IV. Matters for Election:

Election of the 17th Directors

• V. Other Motions:

To release the directors from the non-competition restrictions.

• VI. Questions and Motions

2. Director Election

• I. The Meeting will re-elect 9 directors (including 3 independent directors). The nominated candidates of this election are listed as follows:

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Director

• (1) Matthew Feng-Chiang, institutional representative of Yu Shiu Educational Foundation

• (2) Chen, Chun, institutional representative of Tsu Fung Investment Corp.,

• (3) Hsu, Tsao Hua, institutional representative of Lien Hwa Industrial Holdings Corp.

• (4) Hsueh, Chang-Wei

• (5) Miao, Feng-Sheng

• (6) Bih, Ann

Independent directors

  - (7) Pan, Wenent P.,

  - (8) Hwang, Jung-Chiou

  - (9) Chiang, Kuo Yu

• II. Education and experience of the candidates, please refer to the list of directors’ candidates and relevant information on the Meeting Handbook.

• Shareholders may exercise their voting rights through the Platform of Taiwan Depository & Clearing Corporation. (https://stockservices.tdcc.com.tw) during the period from April 24, 2024 to May 21, 2024.

Board of Directors

UPC Technology Corporation

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Directions and matters need attention regarding this year’s Annual General Shareholders’ Meeting to be held with the assistance of video conferencing:

• I. For shareholders who plan to attend by means of video conference, please register at Taiwan Depository & Clearing Corporation Shareholder - e-Meeting Platform between April 24, 2024 and May 21, 2024 (or use a mobile device to scan the QR Code for Taiwan Depository & Clearing Corporation e-Meeting Platform). For solicitors and proxies who plan to attend by means of video conference, please fill out the “Letter of Intent for Solicitors and Proxies Registering to Participate in the Shareholders’ Meeting by means of Video Conference” and deliver it to the Company's agent for stock affairs -- Agency Department of CTBC Bank Co., Ltd. before 4 p.m. May 21, 2024. Online participants shall check in at the shareholders’ meeting 30 minutes before the commencement. Those who completed the check-in process are deemed as having attended in person.

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• II. Shareholders who attend the shareholders’ meetings virtually can exercise their voting rights between the commencement of the meeting and the end of the voting time announced by the chairman. Shareholders who cast late-arriving ballots after the end of the voting time will be deemed to have waived their voting rights. Shareholders are allowed to text questions; for each proposal, questions are limited to two; for each question, words are limited to 200 characters. Please visit the TDCC website for more information on the operating instructions of the e-Meeting Platform. (https://stockservices.tdcc.com.tw).

• III. Please contact Taiwan Depository & Clearing Corporation (+886-2- 2719-5805 ext. 288 or 188) if you have any questions about online participation, such as registration, check-in, connection methods, and platform operating matters. The Company will not be liable for any poor communications, broadcast lags, or any difficulties concerning watching a live stream, texting questions, and exercising voting rights if it is shareholders’ internet connection or equipment that causes the problems. Shareholders who have concern about such issues are encouraged to use e-voting prior to the meeting or attend the meeting in person.

• IV. On the date of the shareholders’ meeting, if natural disasters, incidents, or other force majeure events hinder the operating of the e-Meeting Platform or prevent shareholders from successfully attending the meeting virtually for over 30 minutes, the Company will postpone or reconvene the meeting on 1 p.m. May 29, 2024, at the original meeting location.

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• V. Countermeasures for postponing or reconvening the meeting:

• Shareholders who have not registered their online attendance at the affected meeting will not be allowed to attend the postponed or reconvened meeting.

• In the event that on the date of the shareholders’ meeting, the e-Meeting Platform fails or shareholders have difficulty attending virtually for over 30 minutes due to natural disasters, incidents, or other force majeure events, the Company should check the total shares of shareholders that have attended. If the total number of shares represented at the shareholders’ meeting after deduction of the number of shares represented by shareholders attending virtually still reaches the legal quorum for convening of the shareholders' meeting, the affected meeting will continue in session. The shares of shareholders, solicitors, or proxies who attend virtually will be counted towards the total number of shares represented by the shareholders attending the meeting. In addition, shareholders, solicitors, or proxies who attend virtually will be deemed to abstain from voting on all proposals on meeting agenda of that shareholders’ meeting. Please contact the Stock Administration Department of the Company (+886-2-2651-7889 ext.6320) or the Agency Department pf CTBC Bank Co., Ltd (+886-2-6636-5566) if you encounter the aforesaid situation.

• If encountering the aforesaid problems, the chairman may adjourn the meeting at his discretion when the outcomes of all proposals have been announced and an extraordinary motion is not put forward.

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