WNC — AGM Information 2026

Apr 27, 2026

WNC

WNC Corporation

WNC Corporation

2026 Annual Shareholders’ Meeting Notice

Please be informed:

I. The 2026 Annual Shareholders’ Meeting of WNC Corporation will be convened in Meeting Room 101 of the Allied Association for Science Park Industries (Address: No. 2, Prosperity Road I, Hsinchu Science Park, Hsinchu, Taiwan) on May 28, 2026 at 9:00 a.m. The agenda for the meeting is as follows:

(I) Report Items
1. 2025 Business Report
2. Audit Committee’s Review Report
3. Report on the 2025 distribution results of profit-sharing bonuses for employees and directors

(II) Election Items
Election of WNC's 12th Board of Directors (including Independent Directors)

(III) Ratification and Discussion Items
1. Ratification of the 2025 Business Report and Financial Statements
2. Ratification of the proposal for distribution of 2025 profits
3. Discussion on the issuance of restricted stock awards to key employees
4. Discussion on the release of the prohibition on newly-elected directors and their corporate representatives from participation in competitive business

(IV) Other Matters

II. The resolution for distribution of 2025 profits adopted at the meeting of the BOD is for a cash dividend of NT$4,300 per thousand shares. After adoption by this Annual Shareholders’ Meeting, the record date for the shareholders’ cash dividend distribution will be set separately.

III. Information on the issuance of restricted stock awards to key employees

(I) Issue amount: Not exceeding 2.5% of the outstanding shares of WNC, with 10,000,000 shares tentatively allotted.

(II) Conditions of issuance:
1. Issue price: The shares are issued gratis.
2. Type of shares: WNC common stock.

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(III) Qualification criteria for employees:

1. Only full-time employees of WNC who are employed as of the date of the granting of the restricted stock awards (RSAs) and who meet certain performance requirements are eligible for this incentive plan. Eligible employees must also be those who: (a) are key personnel for WNC’s future development and (b) have shown themselves to be very valuable to WNC via their work performance.

2. The number of RSAs granted to each eligible employee will be determined by the Chairman by referencing WNC’s operational requirements and business development strategies as well as job position, job grade, work performance, overall contribution and potential future contribution of the eligible employees. The RSAs will then be submitted to the Board of Directors for approval. Before the RSAs are granted, the list of eligible employees who are directors or executive officers and the list of those who are not will be sent to the Remuneration Committee and the Audit Committee respectively for approval, and then both lists will be sent to the Board of Directors for review and approval.

(IV) Reasons for issuance of RSAs: To attract and retain key talent as well as enhance employee cohesiveness and sense of belonging in order to maximize benefit for WNC and its shareholders.

(V) The estimated expense amount, dilution of WNC’s earnings per share (EPS) and other impact on stockholder equity:

1. Estimated expense amount:
   Based on the closing price of WNC common stock of NT$156.5 on March 11, 2026 (the business day prior to the BOD meeting) and after factoring in the employees’ vesting conditions, the estimated yearly amortization expense for RSA issuance for 2026, 2027, 2028, and 2029 will be NT$32,800,000; NT$443,417,000; NT$443,417,000; and NT$410,616,000, respectively.

2. Dilution of WNC’s EPS and any other impact on shareholder equity:
   Based on the aggregate of 483,663,719 outstanding shares of WNC, the estimated dilution of WNC’s EPS for 2026, 2027, 2028, and 2029 will be NT$0.07, NT$0.92, NT$0.92, and NT$0.85, respectively.

3. Based on the information above, the dilution of WNC’s future EPS is expected to be limited, and there should be no material impact on existing shareholders’ equity.

IV. Nine Directors (including four Independent Directors) will be elected via the candidate nomination system. Candidates for Director are: Haydn Hsieh, Frank F.C. Lin (a corporate representative of Wistron Corp.), Donald Hwang (a corporate representative of Wistron Corp.), Jeffrey Gau, and Philip Peng. Candidates for Independent Director are: Rosie Yu, T. Y. Lay, Lillian Chao, and Yeali Sun. For information on their education and experience, please refer to the meeting agenda on the MOPS (http://emops.twse.com.tw/) website.

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V. The proposal to lift the restriction on directors' non-compete agreements is based on Article 209 of the Company Act, which allows for the lifting of non-compete restrictions for newly appointed directors and their legal representatives.

VI. Pursuant to Article 172 of the Company Act, essential content on the election of the 12th Board of Directors (including Independent Directors) and the release of the prohibition on newly-elected directors and their corporate representatives from participation in competitive business will be posted on the Market Observation Post System (http://emops.twse.com.tw/). Click on Electronic Books, then Shareholders’ meetings, then enter the relevant terms to access the aforementioned content.

VII. Pursuant to Article 165 of the Company Act, stock transfer registration will be suspended between March 30, 2026 and May 28, 2026.

VIII. One copy of the attendance notification form and proxy form are attached to this meeting notice. For any shareholder who wants to assign a proxy to attend the meeting, please sign or stamp on the proxy form and deliver it to WNC's Shareholder Service Office by mail or in person five days prior to the meeting. After the information is confirmed to be correct, an attendance notification form will be issued and sent to the proxy, based on which the proxy can attend the meeting. For any shareholder who wants to attend the meeting in person, please bring the attendance notification form (signed or stamped) on the day of the meeting.

IX. If a proxy is solicited by a shareholder(s), WNC is required to compile details on the proxy solicitation parties and disclose such information on the Securities & Future Institute (SFI) website no later than April 27, 2026. Shareholder(s) can obtain the aforementioned information on the SFI website (https://free.sfi.org.tw).

X. WNC's Shareholder Service Office will compile and verify proxy forms received.

XI. This (2026) annual general meeting will adopt electronic voting as one of the voting methods for shareholders to exercise their voting rights. Shareholders may log in to the TDCC website to vote from April 28, 2026, to May 25, 2026. (website: https://stockservices.tdcc.com.tw).

XII. Please be informed of the aforementioned.

Board of Directors
WNC Corporation