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Winbond Electronics Corporation — Proxy Solicitation & Information Statement 2026
Apr 28, 2026
52017_rns_2026-04-28_4d0f07e2-a508-4a5e-a119-f298f2b2267e.pdf
Proxy Solicitation & Information Statement
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winbond
(Summary Translation)
Meeting Notice
of
Annual General Shareholders Meeting¹
The 2026 annual general shareholders meeting of Winbond Electronics Corporation (the "Company") will be convened at No.539, Sec. 2, Wenxing Rd., Zhubei City, Hsinchu County 302052, Taiwan R.O.C. (Auditorium Hall) at 9:00 a.m., Friday, May 29, 2026.
- The agenda for the meeting is as follows:
I. Matters to be reported
(1) Business report for Fiscal Year 2025
(2) Audit Committee's review report on 2025 audited financial statements and report
(3) Report on distribution of employee and director compensation for 2025
(4) Report on distribution of cash dividends for Fiscal Year 2025
(5) Other matters to be reported
II. Matters to be recognized and discussed and election of directors
(1) To recognize business report and financial statements for Fiscal Year 2025
(2) To recognize the proposal for distribution of the 2025 profits
(3) To discuss the Company's plan for long-term capital raising
(4) To elect the directors (including independent directors) of the 14th term
(5) To discuss the release of the Company's directors (including independent directors) and their representatives from non-competition restrictions.
(5-1) To discuss the release of the Company's directors (including independent directors) and their representatives from non-competition restrictions. (Director: Mr. Arthur Yu-Cheng Chiao)
(5-2) To discuss the release of the Company's directors (including independent directors) and their representatives from non-competition restrictions. (Director: Ms. Yung Chin)
(5-3) To discuss the release of the Company's directors (including independent directors) and their representatives from non-competition restrictions. (Director: Mr. Lin, Chih-Chen)
(5-4) To discuss the release of the Company's directors (including independent directors) and their representatives from non-competition restrictions. (Director: Mr. Yi-Bing Lin)
(5-5) To discuss the release of the Company's directors (including independent directors) and their representatives from non-competition
¹ This summary translation is for reference only and is qualified in its entity by the Chinese version of meeting notice of annual general shareholders meeting. In the event of any discrepancy between the Chinese version and this summary translation, the Chinese version shall prevail.
winbond
restrictions. (Corporate Director: Walsin Lihwa Corporation)
(5-6) To discuss the release of the Company’s directors (including independent directors) and their representatives from non-competition restrictions. (Representative of Walsin Lihwa Corporation: Ms. Chiao Tzu Yi)
(5-7) To discuss the release of the Company’s directors (including independent directors) and their representatives from non-competition restrictions. (Corporate Director: Chin-Xin Investment Co., Ltd.)
(5-8) To discuss the release of the Company’s directors (including independent directors) and their representatives from non-competition restrictions. (Representative of Chin-Xin Investment Co., Ltd.: Mr. Tung-Yi Chan)
(5-9) To discuss the release of the Company’s directors (including independent directors) and their representatives from non-competition restrictions. (Independent Director: Mr. Chung-Ming Kuan)
(5-10) To discuss the release of the Company’s directors (including independent directors) and their representatives from non-competition restrictions. (Independent Director: Mr. LI -JONG PEIR)
(5-11) To discuss the release of the Company’s directors (including independent directors) and their representatives from non-competition restrictions. (Independent Director: Mr. Chiang, Shang-Yi)
(6) Extemporary motions
- The Company has adopted a nomination system for its election of board members. The Company shall elect 11 directors (including 4 independent directors). Candidates are as below:
(a) Directors: 1. Mr. Arthur Yu-Cheng Chiao; 2. Ms. Yung Chin; 3. Mr. Lin, Chih-Chen; 4. Ms. ELAINE SHIHLAN CHANG; 5. Mr. Yi-Bing Lin (a new candidate of the 14th term); 6. Walsin Lihwa Corporation; 7. Chin-Xin Investment Co., Ltd.
Independent directors: 1. Mr. Stephen T. Tso; 2. Mr. Chung-Ming Kuan; 3. Mr. LI -JONG PEIR; and 4. Mr. Chiang, Shang-Yi (a new candidate of the 14th term)
(b) Education and experience of the candidates: please refer to the List of Director Candidates in the Annual General Shareholders Meeting Agenda Handbook placed on the Market Observation Post System (http://mops.twse.com.tw).
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Please refer to the Shareholder Meeting Agenda Handbook for details of the proposal for discussion on the release of directors from the non-competition restrictions.
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Shareholders can exercise voting right through electronic voting in this session. The period of exercising the voting rights starts from April 29, 2026 to May 26, 2026. Please login in Taiwan Depository & Clearing Corporation’s e-voting website and vote in accordance with the instructions. (https://stockservices.tdcc.com.tw)
Board of Directors
Winbond Electronics Corporation