YAGEO - AGM Information 2025 | FinancialReports.eu

Stock Code: 2327

YAGEO Corporation

2025 Annual Shareholders’ Meeting

Meeting Agenda

(Translation)

Date: May 27, 2025

Place: 3F, No. 265, Sec. 3, Beishen Rd., Shenkeng Dist., New Taipei City, Taiwan

VIP 1 Conference Room, HIONE Holiday Hotel

Shareholders meeting will be held by means of physical meeting

Page Meeting Procedure ……………………………………………………..1 Meeting Agenda ………………………………………………………...2 1. Report Items……………......…………………..………………....3 2. Ratification……………….…………………..………………....9 3. Discussions…………………………………..…………………..9 4. Election……………………………………..…………………..11 5. Other Items………………………………..…………………..12 6. Extraordinary Motions.…………………………….….……..12 7. Adjournment……………………..………………….….……..12 Attachment …………………………………………………………..13 I. Comparison Table for the Corporate Governance Best Practice Principles - Before and After Amendments Table II. Independent Auditors’ Report and Financial Statements III. 2025 New Restricted Employee Shares Issuance Regulations IV. Comparison Table for the Articles of Incorporation - Before and After Amendment Table V. Comparison Table for the Procedures for the Acquisition and Disposal of Assets - Before and After Amendments Table VI. Comparison Table for the Regulations Governing Election of Directors - Before and After Amendments Table VII. List of Director Candidate Appendix …………………………………………………………….50 I. Rules of Procedures for Shareholders’ Meetings II. Corporate Governance Best Practice Principles III.Articles of Incorporation (Before Amendments) IV. Procedures for the Acquisition and Disposal of Assets (Before Amendments) V. Regulations Governing Election of Directors (Before Amendments) VI. Current Shareholding of Directors

YAGEO Corporation

Year 2025

Procedure for Annual Shareholders’ Meeting

I. Call the Meeting to Order

II. Chairperson Remarks

III. Report Items

IV. Ratification

V. Discussions

VI. Election

VII. Other Items

VIII. Extraordinary Motions

IX. Adjournment

YAGEO Corporation

2025 Annual Shareholders’ Meeting

Agenda

Shareholders meeting will be held by means of physical meeting

Time: Tuesday 9:00 a.m. on May 27, 2025
Place: VIP 1 Conference Room, HIONE Holiday Hotel 3F, No. 265, Sec. 3, Beishen Rd., Shenkeng Dist., New Taipei City, Taiwan
Chairperson Remarks
Report Items:
a. 2024 Annual Business Report.
b. Year 2024 Audit Committee’s Review Report.
c. Year 2024 Earnings Distribution Report.
d. Report on 2024 employees' and directors' remuneration.
e. Report on the amendments to the Corporate Governance Best Practice Principles.
f. Corporate Bond Issuance Status.
Ratification:
a. Adoption of the 2024 Closing Accounts.
Discussions:
a. Discussion on the issuance of Employee Restricted Stock Awards.
b. Amendment to the Articles of Incorporation.
c. Amendment to the Procedures for the Acquisition and Disposal of Assets.
d. Amendment to the Regulations Governing Election of Directors.
Election:
a. Election of two Additional Directors.
Other Items:
a. Proposal of Release the Prohibition on Directors from Participation in Competitive Business
Extraordinary Motions
Adjournment
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Report Items

Item a: 2024 Annual Business Report

YAGEO Corporation

2024 Annual Business Report

Dear Shareholders:

In 2024 we achieved record high sales while expanding Gross Margin, Operating Margin, Net Income, and Earnings Per Share. This was achieved by executing with focus our strategy of growing our premium markets and products, developing deeper relationship with our customers, disciplined control of expenses and inventory, and transforming our organization and how we work.

YAGEO has truly become a platform company with the stability and resiliency to help us navigate and win in a turbulent macroeconomic and geopolitical environment. This has also enabled us to capture the opportunity in Artificial Intelliegenc and Electronic Vehicles; and we will continue to work towards being built into tomorrow.

1. 2024 Financial Performance:

2024 consolidated sales reported NT$ 121,667 million with gross margin rate of 34.4%. The operating income reached NT$ 23,386 million with 19.2% operating profit margin. Net consolidated profits after tax attributable to parent company amounted to NT$ 19,356 million or earnings per share of NT$ 38.13.

2. 2024 Budget Execution Rate:

Not applicable. YAGEO did not disclose financial projection for 2024.

3. Financial Ratio Analysis:

	Financial Ratio	2024
Capital Structure	Debt Ratio(%)	55.67
	Long-term Funds to Fixed Asset(%)	380.51
Liquidity	Current Ratio(%)	138.88
Profitability indicator	Return on Asset(%)	6.16
	Return on Equity (%)	12.99
	Net Profit Margin(%)	16.02
	Earnings Per Share(NT$)	38.13

4. 2025 Operating Plan:

YAGEO will implement the following business development strategies and continue creating value for its shareholders, customers and employees.

(1) Achieve annual revenue and profit targets: continue to expand into high-end markets such as Europe, the United States, and Japan, deepen long-term cooperative relationships with customers, and return to the revenue and profit
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growth mode.

(2) Effective expense control and inventory management: Control expenses according to the achievement of revenue targets, and achieve efficient inventory management through flexible procurement strategies and capacity planning.
(3) Grow organically and through M&A by: Continuing to integrate and unlock synergy in recently acquired Nexensos and Telemecanique Sensors businesses as well as further expanding our platform through acquisitions.
(4) Expand high-end markets and increase the proportion of premium products: Continue to optimize product mix and customer portfolio, enhance global strategic partnerships, and focus on future technology applications and expand market share of premium business in Europe, America and Japan.

YAGEO is the world’s only electronic component and service provider who has all three of the main pillars of the passive component industry—resistors, capacitors, and inductors, with each of the products having the leading position among its peers. Moreover, YAGEO has extended its product portfolio to circuit protection components, wireless components and sensors. After years of international acquisitions and internal product portfolio optimization, YAGEO has transformed to a premium solution platform provider with high design-in capability and extensive reach into those hard to penetrate segments and markets. YAGEO will continue to implement its transformation strategy, expand the proportion of premium business and global scale, and provide customers with global one-stop high-quality services through comprehensive product portfolios, focusing on high-end automotive, industrial, aerospace, smart healthcare, AI/5G/IoT segments to establish sustainable business strength and create higher value for our shareholders and the industry. I would like to thank our shareholders for your long-term and continious support to Yageo, and wish you all good health and happiness.

Chairman: Tie-Min Chen CEO: Deng-Rue Wang Chief Accounting Officer: Kevin Yang

Item b: Year 2024 Audit Committee’s Review Report

YAGEO Corporation

Audit Committee's Review Report

The Board of Directors has approved the Company’s 2024 Financial Statements, Business Report, and proposal for distribution of earnings. The CPA firm of Deloitte and Touche, which was appointed by the Board of Directors, has audited the Company’s 2024 Financial Statements and issued an unqualified opinion.

We have examined the Company’s 2024 Financial Statements, Business Report, and the proposal for distribution of earnings that have been approved by the Board of Directors. We hereby respectfully prepare and present this Report in accordance with Article 14-4 of Securities and Exchange Law and Article 219 of The Company Act for your review.

YAGEO Corporation

Chairman of the Audit Committee: Cheng-Ling Lee February 27, 2025

Item c: Year 2024 Earnings Distribution Report

Explanation: 1. For the Company's future working capital needs, Board of Directors resolved no dividend distribution for the first half year of 2024 on October 29, 2024.
2024 net profit is NT$ 19,356,484,434. The total amount of items other than net profit after tax in the current period after being included in the undistributed surplus for the current year is NT$ 19,382,162,137. After setting aside the legal reserve of NT$ 1,938,216,214, reversing special reserve of NT$ 415,327,188, and then adding undistributed beginning retained earnings of NT$ 66,150,101,182, the retained earnings available for distribution are NT$ 84,009,374,293, of which, NT$ 10,284,389,520 will be distributed as cash dividends to shareholders, approximately NT$ 20 per share.
The cash dividend is issued to the rounded full NT dollar, and any distributed amounts less than NT$1 will be transferred to the Company’s other revenues.
In the event that, before the distribution record date, the proposed earnings distribution of cash dividends per share is affected by an amendment by the competent authorities, or the number of actual shares outstanding, the Chairman be authorized to handle matters related to the changes. The dividend distribution of 2024 has been approved by the Boards of Directors on February 27, 2025.
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Yageo Corporation

Earnings Distribution Proposal

Year 2024

Yageo Corporation Earnings Distribution Proposal Year 2024
Item Undistributed retained earnings, beginning Less : Retrospective adjustment about effect of undistributed retained earnings, prior-period Adjusted undistributed retained earnings, beginning 2024 Net profit Less : Disposal of investments in equity instruments designated at fair value through other comprehensive income Add : Recognize the remeasurements of defined benefit plans in retained earnings Total amount of net profit for the period and other profit items adjusted to the current year’s undistributed retained earnings Less : 10% Legal reserve Add : Special reserve Total retained earnings available for distribution Appropriations: Common share dividend - Cash Undistributed retained earnings, end		Amount (In NTD)
		66,191,878,690 (41,777,508)
		66,150,101,182 19,356,484,434 (4,247,792) 29,925,495
		19,382,162,137 (1,938,216,214) 415,327,188
		84,009,374,293 (10,284,389,520)
		73,724,984,773

Note: There is no dividend distribution for the first half year of 2024.

Chairman: Tie-Min Chen CEO: Deng-Rue Wang Chief Accounting Officer: Kevin Yang

Item d: Report on 2024 employees' and directors' remuneration

Explanation: 1. In accordance to the authority’s regulations and Company’s Articles of Incorporation to set aside not less than 2% of pre-tax income before deduction of employees’ compensation and remuneration to directors for employee compensation, and not more than 3% for director remuneration.
Employees’ compensation of 2024 is NT$684,742,937 (3%), and remuneration to directors is NT$684,742,937 (3%), based on pre-tax income before deduction of employees’ compensation and remuneration to directors. Both are paid in cash.

Item e: Report on the amendments to the Corporate Governance Best Practice Principles

Explanation: The Company’s “Corporate Governance Best Practice Principles “ is to be partially amended in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, and a detailed amendment comparison table is provided in Attachment I.

Item f: Corporate Bond Issuance Status.

Explanation: To raise capital by issuing the bonds is put to working capital, debt repayment, Capital expenditure and business expansion., the Company issued bonds as following:

	As of December 31, 2024	As of December 31, 2024	As of December 31, 2024
Detail	2021 1st unsecured corporate bond	2021 2nd unsecured corporate bond B	2022 1st unsecured corporate bond
Date of Resolution	April 21,2021	August 27,2021	January 3,2022
Date of Issuance	May 3,2021	September 3,2021	January 12,2022
Trading Market	Taipei Exchange
Total Issuance Amount	NT$5,500,000,000	NT$3,500,000,000	NT$4,500,000,000
Denomination	NT$1,000,000
Issue Price	100% of par value
Conversion Price of Issuance	NA
Issue Period	5 years, due date on May 3, 2026	5 years, due date on September 3, 2026	5 years, due date on January 12, 2027
Coupon Interest	Fixed rate 0.68% per annum	Fixed rate 0.60% per annum	Fixed rate 0.73% per annum
Redemption	On due date, the bonds will be redeemed in whole
Trustee	CTBC Bank Co., Ltd.
Transfer Agent	MasterLink Securities Corp.
Use of Proceeds	To repay loan and was executed in Q2 2021	To repay loan and was executed in Q3 2021.	To repay loan and was executed in Q1 2022.

Ratification:

Item a

Proposal: Adoption of the 2024 Closing Accounts (Proposed by the Board of Directors)

Explanation: 1. The Company's business report, financial statements, consolidated financial statements and earnings distribution table of 2024 have been approved by the Board of Directors and examined by the Audit Committee of the Company.
Please refer to pages 3~7 and those attached as Attachment II.
Please ratify.

Resolution:

Discussions:

Item a

Discussion on the issuance of Employee Restricted Stock Awards. (Proposed by the Board of Directors)

Explanation: 1. In order to attract, retain, and incentivize the Company’s senior management to focus on long-term value performance as to materialize the goals of pursuing interest for the Company and its shareholders and consolidating common interest between the remuneration and rewards of the Company’s senior management and shareholders, the Company has promulgated its “2025 New Restricted Employee Shares Issuance Regulations”. The details of the proposal are listed below:
1-1. To be eligible for New Restricted Employee Shares, the Company’s senior management must maintain full-time employment status with either the Company or its subsidiaries as of the date of the issuance of the said Shares, have met prescribed job performance standard, have been assigned duties that are highly connected with the Company’s future strategy and development, play a key role and thus may bring about significant impact on the Company’s operation or possess certain critical or core techniques.
- The quantity of New Restricted Employee Shares will be allocated according to job position, job performance, overall contribution, special merit or other circumstances to be taken into account from managerial perspective, subject to the reviews and decisions of the Chief Executive Officer (“CEO”) and the Chair of the Board and the final approval by the Board of Directors.
1-2. Estimated Total Shares to be Issued: Not to exceed 1,500,000 shares of common stock at face value of NTD 10 per share. In the event of a change in the par value of shares, the number of shares to be issued will be adjusted in proportion to the change in the par value to reflect the change in par value. The actual quantity of shares to be issued shall be determined by the Board of Directors after the proposal of the New Restricted Employee Shares Issuance has been passed in Shareholders’ Meeting and then approved by the competent authorities.
1-3. Terms and conditions for vesting: To become fully vested after allotment of New Restricted Employee Shares (on the capital increase reference date) an employee must satisfy the conditions that she/he must hold valid full-time employment status with the Company as of each vested date; that she/he must not violate the employment contract, employee rules, non-competition clause, non-disclosure

agreement or any agreement that she/he may have agreed and/or entered with the Company and that the Company must succeed in meeting the performance goals (60%) prescribed by the Company and service conditions (40%). The said Shares are to be vested at 33% for 2026, 33% for 2027 and 34% for 2028 on each respective annual vested date.

1-4. The Company’s EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) will be the goal to measure the performance. The threshold of performance achievement is 80%; the target performance achievement is 100% and the upper-limit performance achievement is 125%. The percentage of vested shares is 0% if the performance achievement is lower than the threshold; 50% if the performance achievement equals to the threshold; 100% if the performance achievement meets the target and 150% if the performance achievement equals to or exceeds upper-limit. The performance achievement percentage that falls between threshold and target or between target and upper-limit will be determined using linear interpolation method.
1-5. Calculated expense amount: Based on the monthly average stock price in January 2025, NTD537.4 per shares, if all restricted stock awards are vested when the performance measure achieve a maximum of 125% of target, the total possible cost is NTD499,003,000. According to the vesting conditions, NTD164,671,000 is vested in 2026, NTD164,671,000 vested in 2027, and NTD169,661,000 vested in 2028.
1-6. Dilution of the Company's earnings per share (EPS) and Other matters affecting shareholder's equity: Based on the Company’s current shares outstanding, 518,816,407 shares, its impact to the diluted earnings per share is NTD0.32, NTD0.32 and NTD0.33 in each year. The impact is limited and not significant to the shareholder equity.
1-7. Limitations of rights associated with unvested shares: An employee having been allocated New Restricted Employee Shares are entitled to dividends, bonus, surplus distribution and follow-on offering before the terms and conditions for vesting the said Shares have been satisfied.
- The company shall, upon the cancellation and write-off of the unvested New Restricted Employee Shares by the company, have the dividends (including cash dividends, stock dividends, and cash and stock issued from surplus distribution) and derived interest of such unvested New Restricted Employee Shares returned to the company by the trust custodian institution.
1-8. An employee having been allocated New Restricted Employee Shares may not sell, pledge, transfer, donate, create encumbrance or make any other disposal of the said Shares before the terms and conditions for vesting the said Shares have been satisfied, except for inheritance.
Please refer to Attachment III for the 2025 New Restricted Employee Shares Issuance Regulations.

Resolution:

Item b

Amendments to the Articles of Incorporation. (Proposed by the Board of Directors)

Explanation: 1. Amendments are made to Article 6 of the Company’s “Articles of Incorporation” to have

the par value changed from NT$10 to NT$2.5 in order to attract more investors and increase stock liquidity and trading volume.

Amendments are made to Article 24 of the Company’s “Articles of Incorporation” regarding the remuneration distribution ratio for entry-level employees in response to the announced amendments to the provisions of Article 14, Paragraph 6 of the Securities and Exchange Act.
Please refer to Attachment IV.

Resolution:

Item c

Amendment to the Procedures for Acquisition and Disposal of Assets. (Proposed by the Board of Directors)

Explanation: In response to the Group’s long-term investment and industrial integration needs, the Company hereby proposes to amend the Procedures for Acquisition and Disposal of Assets. Please refer to Attachment V.

Resolution:

Item d

Amendment to the Regulations Governing Election of Directors. (Proposed by the Board of Directors)

Explanation: To comply with regulatory requirements, the Company hereby proposes to amend the Regulations Governing Election of Directors. Please refer to Attachment VI.

Resolution:

Election:

Item a

Election of two Additional Directors. (Proposed by the Board of Directors)

Explanation: 1. It is proposed to have two additional directors (including one independent director) elected for enhancing corporate governance, and then the number of board directors will be increased from the current nine directors to eleven directors.
The newly elected directors will take office after the election for a term same as the current directors, that is, from the date of election to May 29, 2027, and the newly elected board directors shall take office immediately after the current regular shareholders’ meeting.。
The qualification of the nominated Directors has been reviewed by the Board of Director on February 27, 2025. Please refer to Attachment VII.
Please elect.

Resolution:

Other Items:

Item a

Proposal of Release the Prohibition on Directors from Participation in Competitive Business. (Proposed by the Board of Directors)

Explanation: 1. According to Article 209 of the Company Law, the directors for themselves or others that is within the scope of the Company’s business, in line with the actual needs, under the precondition of not interfering with the Company’s interests, it is proposed that to release the prohibition on the Company’s newly elected directors from participation in competitive business.
For the Company’s directors (including independent director) elected in the regular shareholders meeting who operate their own companies or on behalf of others in a business same or similar to the business scope of the Company and serve as directors but not detrimental to the company’s interests, the company intends to propose in the shareholders meeting to have the non-competition restriction lifted.
The proposal to lift the non-compete prohibition on directors and their representatives with contents as following:

Proposed Director Candidate	Name	Present Position
Director	Shi Hen Enterprise Ltd. Representative : Shao-Chiao Chen	Director of Global Testing Corporation
Independent Director	CHEN-I HSU	Chairman: TTFB Restaurant Group, ZHE TAI CO., LTD., CHENG SHI INVESTMENT CO., LTD., Independent Director: China General Plastics Corporation

Resolution:

Extraordinary Motions

Adjournment

Attachment I ：

Comparison Table for the Corporate Governance Best Practice Principles Before and After Amendments Table

Original article	Before the Amendment	Amended article		After the Amendment	Explanation
Chapter 2 Protection of Shareholders' Rights and Interests Section 2 Establishing a Mechanism for Interaction with Shareholders		Chapter 2 Protection of Shareholders' Rights and Interests Section 2 Establishing a Mechanism for Interaction with Shareholders		Article 13-3 The Company should formulate and disclose the operating strategies and business plans, clarify the specific measures for enhancing corporate value, submit them to the Board of Directors, and actively communicate with shareholders.	Additional provisions are added in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.”
Chapter 7 Supplementary Provisions	Article 51 The Principles were enacted on August 11, 2020. The 1st amendment was made on March 17, 2022.	Chapter 7 Supplementary Provisions		Article 51 The Principles were enacted on August 11, 2020. The 1st amendment was made on March 17, 2022. The 2nd amendment was made on October 29, 2024.	Additional provisions are added in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.”

Attachment II ：

Independent Auditors’ Report and Financial Statements

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Yageo Corporation

Opinion

We have audited the accompanying consolidated financial statements of Yageo Corporation (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the “consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (refer to the other matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (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 Engagements of Certified Public Accountants and the 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 Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the 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 for 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 consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matter identified in the consolidated financial statements for the year ended December 31, 2024 is as follows:

Impairment Assessment for Goodwill

The Group goodwill mainly comes from business combination. The goodwill was NT$65,760,760 thousand, representing 18%, of the Group’s total consolidated assets as of December 31, 2024.

The Group estimating the recoverable amount of each cash-generating unit using the discounted cash flow method. The assumptions and parameters, such as the discount rate and future revenue growth, involve significant estimates and judgments by management. These assumptions and parameters may also be influenced by future market or economic conditions. Because the impairment test involves a high degree of uncertainty, any changes in the relevant estimates or assumptions could have a significant impact on the outcome of the goodwill impairment assessment; therefore, we considered test goodwill for impairment assessment accounted as a key audit matter for the annual audit.

Refer to Note 4 to the consolidated financial statements for accounting policies. Our audit procedures for the aforementioned key audit matter are described as follows:

We obtained an understanding of the processes of internal controls related to impairment assessment and evaluated the design, implementation, and operating effectiveness of internal controls.
We obtained the impairment testing evaluation model and assess whether the adopted methods, assumptions, discount rates, and other related parameters are reasonable.
We performed sensitivity analysis on the assumptions and parameters used in the evaluation model to assess whether there is any impairment.

Other Matter

We did not audit the financial statements of certain subsidiaries and investees accounted for using the equity method included in the consolidated financial statements of the Group, but such statements were audited by other auditors. Our opinion, insofar as it relates to the amounts included for certain subsidiaries, is based solely on the reports of other auditors. The total assets of these subsidiaries were NT$7,739,729 thousand, representing 2.11% and NT$7,770,101 thousand, representing 2.34%, of the Group’s total consolidated assets as of December 31, 2024 and 2023, respectively, and the total revenue of these subsidiaries was NT$2,253,955 thousand, representing 1.85% and NT$2,600,627 thousand, representing 2.42%,of the Group’s total consolidated revenue for the years ended December 31, 2024 and 2023, respectively. The total investments in these investees accounted for using the equity method was NT$5,161,888 thousand, representing 1.41% of the Group’s total consolidated assets as of December 31, 2024 and the total share of profit or loss of associates was NT$12,410 thousand, representing 0.05% of the Group’s total consolidated profit before income tax for the year ended December 31, 2024.

We have also audited the parent company only financial statements of the Company as of and for the years ended December 31, 2024 and 2023 on which we have issued an unmodified opinion with other matter paragraph.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (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 consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

Identify and assess the risks of material misstatement of the consolidated 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.
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 Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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 Group’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 consolidated 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 Group to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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 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 consolidated financial statements for the year ended December 31, 2024 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 audits resulting in this independent auditors’ report are Meng-Chieh Chiu and Chun-Yu Wang.

Deloitte & Touche Taipei, Taiwan Republic of China February 27, 2025

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

YAGEO CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at amortized cost - current (Notes 4 and 9) Financial assets for hedging - current (Notes 4 and 10) Notes receivable (Notes 4 and 11) Trade receivables (Notes 4, 11, 33 and 34) Other receivables (Notes 4 and 33) Inventories (Notes 4, 12 and 34) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Financial assets at amortized cost - non-current (Notes 4 and 9) Financial assets for hedging - non-current (Notes 4 and 10) Investments accounted for using the equity method (Notes 4, 5 and 14) Property, plant and equipment (Notes 4, 5, 15 and 34) Right-of-use assets (Note 4) Investment properties (Notes 4 and 16) Goodwill (Notes 4, 5 and 17) Other intangible assets (Notes 4 and 18) Deferred tax assets (Notes 4 and 25) Refundable deposits Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 19 and 34) Short-term bills payable (Note 19) Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) Financial liabilities for hedging - current (Notes 4 and 10) Notes payable Trade payables (Note 33) Other payables (Notes 21 and 33) Current tax liabilities (Notes 4 and 25) Current portion of long-term borrowings and bonds payable (Notes 19, 20 and 34) Lease liabilities - current (Note 4) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Financial liabilities for hedging - non-current (Notes 4 and 10) Bonds payables (Notes 4 and 20) Long-term borrowings (Notes 19 and 34) Deferred tax liabilities (Notes 4 and 25) Lease liabilities - non-current (Note 4) Net defined benefit liabilities - non-current (Notes 4 and 22) Guarantee deposits received Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Share capital Ordinary shares Bond conversion entitlement certificates Total share capital Capital surplus Issuance of ordinary shares Treasury share transactions Share of changes in capital surplus of associates or joint ventures Equity component of convertible bonds issued by the Company Employee restricted shares Total capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translation of the financial statement of foreign operations Unrealized valuation gain on financial assets at fair value through other comprehensive income Gain (loss) on hedging instruments Unearned employee benefits Total other equity Treasury shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL		2024 Amount % $ 61,117,610 17 1,643,395 - 39,060,583 11 317,773 - 186,077 - 21,783,062 6 3,062,813 1 27,823,123 7 2,774,580 1 519,034 - 158,288,050 43 633,039 - 1,547,620 1 26,361,044 7 - - 10,848,467 3 66,410,324 18 2,416,951 1 383,707 - 65,760,760 18 29,165,127 8 3,670,189 1 407,227 - 783,402 - 208,387,857 57 $ 366,675,907 100 $ 15,804,004 4 52,930,987 14 4,281 - 688,066 - 1,019 - 15,002,460 4 20,119,678 6 5,535,325 2 1,897,848 1 425,380 - 1,569,338 - 113,978,386 31 - - 13,494,177 4 57,083,691 16 10,444,256 3 1,790,141 - 2,777,687 1 166,560 - 4,387,646 1 90,144,158 25 204,122,544 56 5,188,164 1 - - 5,188,164 1 47,199,976 13 24,035 - 147,346 - - - 468,372 - 47,839,729 13 14,338,984 4 869,519 - 85,532,263 24 100,740,766 28 9,687,841 2 38,302 - (720,742 ) - (282,131) - 8,723,270 2 (2,030,720) - 160,461,209 44 2,092,154 - 162,553,363 44 $ 366,675,907 100		2023
				Amount % $ 52,951,458 16 3,855,516 1 19,119,964 6 1,329,627 - 82,232 - 20,301,267 6 3,510,897 1 27,909,795 9 2,536,800 1 338,176 - 131,935,732 40 1,244,059 - 1,665,946 - 25,582,218 8 1,156 - 5,385,716 2 68,284,381 21 1,820,104 - 35,434 - 63,163,507 19 28,549,333 9 3,535,495 1 220,321 - 746,842 - 200,234,512 60 $ 332,170,244 100 $ 17,672,842 5 43,058,867 13 139,104 - 1,200,811 - 45,790 - 15,064,295 5 20,851,481 6 5,273,508 2 11,239,937 4 376,260 - 379,094 - 115,301,989 35 267 - 18,785,473 6 44,549,314 13 6,471,926 2 1,352,229 - 2,856,977 1 185,549 - 5,307,656 2 79,509,391 24 194,811,380 59 4,231,455 1 3,952 - 4,235,407 1 41,725,413 13 8,016 - 145,730 - 253,131 - 128,883 - 42,261,173 13 12,586,364 4 610,919 - 77,384,975 23 90,582,258 27 262,132 - 140,335 - 3,929 - (82,303) - 324,093 - (2,030,720) - 135,372,211 41 1,986,653 - 137,358,864 41 $ 332,170,244 100

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche auditors’ report dated February 27, 2025)

YAGEO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4 and 33) Net sales OPERATING COSTS (Notes 4, 12, 24 and 33) Cost of goods sold GROSS PROFIT OPERATING EXPENSES (Notes 4, 11, 24 and 33) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4, 14, 24 and 33) Finance costs Share of profit or loss of associates and joint ventures Interest income Rental income Gain on financial instruments at fair value through profit or loss Other gains and losses Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 25) NET PROFIT FOR THE YEAR		2024 Amount % $ 121,667,329 100 79,863,840 66 41,803,489 34 8,134,032 7 6,692,220 5 3,472,530 3 119,176 - 18,417,958 15 23,385,531 19 (2,825,771) (2) 322,106 - 5,016,138 4 37,388 - 310,889 - 617,069 1 3,477,819 3 26,863,350 22 7,376,719 6 19,486,631 16		2023
				Amount % $ 107,609,336 100 71,583,509 67 36,025,827 33 6,300,033 6 6,227,774 5 3,062,568 3 5,264 - 15,595,639 14 20,430,188 19 (2,169,142) (2) 116,239 - 3,766,655 4 24,665 - 459,190 - 1,729,295 2 3,926,902 4 24,357,090 23 6,838,279 6 17,518,811 17 (Continued)

YAGEO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4, 22, 23 and 25) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive (loss) income of associates and joint ventures accounted for using the equity method Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of the financial statements of foreign operations Loss on hedging instruments Share of the other comprehensive income (loss) of associates and joint ventures accounted for using the equity method Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests		2024 Amount % $ 26,301 - (96,461) - (9,554) - 3,360 - (76,354) - 11,739,482 10 (724,671) (1) 48,488 - (2,356,427) (2) 8,706,872 7 8,630,518 7 $ 28,117,149 23 $ 19,356,484 16 130,147 - $ 19,486,631 16 $ 27,981,168 23 135,981 - $ 28,117,149 23		2023
				Amount % $ 51,133 - 152,831 - 3,078 - 4,742 - 211,784 - 678,293 1 (627,606) (1) (13,288) - 15,913 - 53,312 - 265,096 - $ 17,783,907 17 $ 17,427,068 16 91,743 - $ 17,518,811 16 $ 17,694,650 17 89,257 - $ 17,783,907 17 (Continued)

YAGEO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 26) Basic Diluted	2024 Amount % $ 38.13 $ 37.65	2023
		Amount % $ 34.74 $ 33.92

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche auditors’ report dated February 27, 2025) (Concluded)

YAGEO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

			Equity Attributable to O	wner of the Company	wner of the Company
Capital (Note 23)		Capital Surplus (Notes 23, Total 27 and 30) $ 4,214,542 $ 41,679,879 - - - - - - - - - 8,016 - 8,851 10,381 128,883 - - - - 10,484 449,824 - (14,280 ) - - 4,235,407 42,261,173 - - - - - - 838,514 - - - - 16,019 - 1,616 3,751 339,489 - - - - 110,492 5,221,432 - - $ 5,188,164 $ 47,839,729	Retained Earnings (Note 23)	Total $ 77,284,491 - - (4,186,652 ) - - - - 17,427,068 57,458 - - (107) 90,582,258 - - (8,385,141 ) (838,514 ) - - - - 19,356,484 29,926 - (4,247) $ 100,740,766	Other Equity	(Note 23)	Unearned Employee Benefits $ - - - - - - - (82,303 ) - - - - - (82,303 ) - - - - - - - (199,828 ) - - - - $ (282,131)	Treasury Shares (Note 23) $ (2,030,720 ) - - - - - - - - - - - - (2,030,720 ) - - - - - - - - - - - - $ (2,030,720)
					Unrealized Exchange Differences on Translation of Valuation Gain (Loss) on Financial Assets at the Financial Fair Value Statements of Through Other Foreign Comprehensive Operations Income $ (421,272 ) $ (14,098 ) - - - - - - - - - - - - - - - - 683,404 154,326 - - - - - 107 262,132 140,335 - - - - - - - - - - - - - - - - - - 9,425,709 (106,280 ) - - - 4,247 $ 9,687,841 $ 38,302	Gain (Loss) on Hedging Instruments $ 631,535 - - - - - - - - (627,606 ) - - - 3,929 - - - - - - - - - (724,671 ) - - $ (720,742)
Ordinary Shares $ 4,212,608 - - - - - - 10,381 - - 8,466 - - 4,231,455 - - - 838,514 - - - 3,751 - - 114,444 - $ 5,188,164	Bond Conversion Entitlement Certificates $ 1,934 - - - - - - - - - 2,018 - - 3,952 - - - - - - - - - - (3,952 ) - $ -
			Unappropriated Legal Reserve Special Reserve Earnings $ 10,694,034 $ 9,911,736 $ 56,678,721 1,892,330 - (1,892,330 ) - (9,300,817 ) 9,300,817 - - (4,186,652 ) - - - - - - - - - - - - - - 17,427,068 - - 57,458 - - - - - - - - (107) 12,586,364 610,919 77,384,975 1,752,620 - (1,752,620 ) - 258,600 (258,600 ) - - (8,385,141 ) - - (838,514 ) - - - - - - - - - - - - - - 19,356,484 - - 29,926 - - - - - (4,247) $ 14,338,984 $ 869,519 $ 85,532,263

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche auditors’ report dated February 27, 2025)

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YAGEO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Expected credit loss recognized on trade receivables Depreciation expense Amortization expense Amortization of prepayments Net gain on fair value change of financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share-based compensation Share of profit of associates and joint ventures Net loss (gain) on disposal of property, plant and equipment Write-down of inventories Net (gain) loss on foreign currency exchange Gain on disposal of subsidiary and associate Bargain purchase gain recognized on acquisitions Other gains Changes in operating assets and liabilities Financial assets and liabilities mandatorily classified at fair value through profit or loss Notes receivable Trade receivables Trade receivables of related parties Other receivables Other receivables of related parties Inventories Prepayments Other current assets Notes payable Trade payables Trade payables of related parties Other payables Other payables of related parties Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Dividend received Interest paid Income tax paid Net cash generated from operating activities	2024 $ 26,863,350 119,176 8,535,491 1,093,444 11,906 (310,889) 2,825,771 (5,016,138) (55,346) 143,412 (322,106) 100,534 439,394 (70,740) (313,884) - - 152,480 (103,845) (720,912) (63,204) 527,687 3,192 839,648 (249,686) (180,858) (44,771) (807,622) 236,433 (13,000) 5,622 1,239,364 (52,989) 34,810,914 4,933,343 55,346 (2,815,765) (5,821,466) 31,162,372	2023 $ 24,357,090 5,264 7,851,022 874,696 9,410 (459,190) 2,169,142 (3,766,655) (38,128) 56,961 (116,239) (168,286) 418,494 44,120 (166,497) (4,657) (125,104) 623,874 34,452 3,661,286 65,411 (237,219) 803 3,426,113 450,523 540,607 44,938 (1,372,083) 61,400 (1,849,202) (4,155) (741,596) 121,385 35,767,980 3,574,312 38,128 (2,017,091) (6,295,914) 31,067,415

(Continued)

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YAGEO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Acquisition of associates Disposal of associates Net cash outflow on acquisition of subsidiaries Net cash inflow on disposal of subsidiaries Net cash inflow on disposal of assets Proceeds from capital reduction of investments accounted for using equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Dividends received from associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Repayments of) proceeds from short-term borrowings Proceeds from short-term bills payable Repayment of bond payable Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds from guarantee deposits received Refund of guarantee deposits received Dividends paid to owners of the Company Change in non-controlling interests Net cash generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES	2024 $ - 21,865 (30,098,952) 9,379,507 (8,505,244) 11,384,399 (5,566,352) 540,165 (353,752) 101,774 - 12,086 (6,646,163) 282,780 (186,965) - (280,011) 154,938 (29,759,925) (1,869,453) 9,872,120 (1,000,040) 151,403,756 (147,206,414) 34,976 (53,972) (8,369,074) (32,096) 2,779,803 3,983,902	2023 $ (701,768) - (21,798,344) 10,193,657 (14,596,055) 15,136,940 (1,136) - (25,490,972) 113,967 194,287 23,134 (16,466,897) 445,888 (40,480) 45,754 (389,880) 215,955 (53,115,950) 5,179,983 14,982,900 - 93,739,162 (73,283,784) 7,936 (103,884) (4,178,580) (63,241) 36,280,492 (701,165) (Continued)

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YAGEO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

2024 NET INCREASE IN CASH AND CASH EQUIVALENTS $ 8,166,152 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 52,951,458 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 61,117,610 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated February 27, 2025)	2023 $ 13,530,792 39,420,666 $ 52,951,458 (Concluded)

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Yageo Corporation

Opinion

We have audited the accompanying parent company only financial statements of Yageo Corporation (the “Company”), which comprise the parent company only balance sheets as of December 31, 2024 and 2023, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including material accounting policy information (collectively referred to as the “parent company only financial statements”).

In our opinion, based on our audits and the reports of other auditors (refer to the Other Matter paragraph), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2024 and 2023, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the 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 Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for 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 parent company only financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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The key audit matter identified in the financial statements for the year ended December 31, 2024 is as follows:

Goodwill Impairment Assessment for Investments Accounted for Using the Equity Method

The primary source of goodwill impairment assessment for investments accounted for using the equity method involves estimating the recoverable amount of each cash-generating unit using the discounted cash flow method. The assumptions and parameters, such as the discount rate and future revenue growth, involve significant estimates and judgments by management. These assumptions and parameters may also be influenced by future market or economic conditions. Because the impairment test involves a high degree of uncertainty, any changes in the relevant estimates or assumptions could have a significant impact on the outcome of the goodwill impairment assessment; therefore, we considered test goodwill for impairment assessment accounted as a key audit matter for the annual audit.

Refer to Note 4 to the parent company only financial statements for accounting policies. Our audit procedures for the aforementioned key audit matter are described as follows:

We obtained an understanding of the processes of internal controls related to impairment assessment and evaluated the design, implementation, and operating effectiveness of internal controls.
We obtain the impairment testing evaluation model and assess whether the adopted methods, assumptions, discount rates, and other related parameters are reasonable.
We performed sensitivity analysis on the assumptions and parameters used in the evaluation model to assess whether there is any impairment.

Other Matter

As described in Note 12 to the accompanying parent company only financial statements, we did not audit the financial statements of certain investees accounted for using the equity method, but such financial statements were audited by other auditors. Our opinion, insofar as it relates to the amounts included for certain investees, is based solely on the reports of other auditors. The total investments in these investees accounted for using the equity method were NT$7,351,635 thousand, representing 2.16%, and NT$2,183,578 thousand, representing 0.73%, of the Company’s total assets as of December 31, 2024 and 2023, respectively, and the amounts of the Company’s share of profit of such subsidiaries and associates were NT$265,014 thousand, representing 1.24%, and NT$183,997 thousand, representing 0.91%, of the Company’s profit before income tax for the years ended December 31, 2024 and 2023, respectively.

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

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only 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.

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Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

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

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

Identify and assess the risks of material misstatement of the parent company only 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.
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.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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 parent company only 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.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2024 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 audits resulting in this independent auditors’ report are Meng-Chieh Chiu and Chun-Yu Wang.

Deloitte & Touche Taipei, Taiwan Republic of China February 27, 2025

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

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YAGEO CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at amortized cost - current (Notes 4 and 9) Trade receivables (Notes 4 and 10) Trade receivables from related parties (Notes 4 and 26) Other receivables Other receivables from related parties (Notes 4 and 26) Inventories (Notes 4 and 11) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Financial assets at amortized cost - non-current (Notes 4 and 9) Investments accounted for using the equity method (Notes 4, 5 and 12) Property, plant and equipment (Notes 4, 5, 13 and 27) Goodwill (Notes 4 and 14) Other intangible assets Deferred tax assets (Notes 4 and 21) Refundable deposits Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 15) Short-term bills payable (Note 15) Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) Contract liabilities - current (Note 26) Notes payable Trade payables Trade payables to related parties (Note 26) Other payables to related parties (Note 26) Other payables (Note 17) Current tax liabilities (Notes 4 and 21) Current portion of long-term borrowings and bonds payable (Notes 15 and 16) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 16) Long-term borrowings (Notes 15 and 27) Deferred tax liabilities (Notes 4 and 21) Long-term payables to related parties (Note 26) Net defined benefit liabilities (Notes 4 and 18) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY Share capital Ordinary shares Bond conversion entitlement certificates Total share capital Capital surplus Issuance of ordinary shares Treasury share transactions Share of changes in capital surplus of associates and subsidiaries Equity component of convertible bonds issued by the Company Employee restricted shares Total capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translation of the financial statements of foreign operations Unrealized valuation gain on financial assets at fair value through other comprehensive income Gain (loss) on hedging instruments Unearned employee benefits Total other equity Treasury shares Total equity TOTAL		2024 Amount % $ 7,190,880 2 68,479 - 4,582,861 1 732,020 - 5,646,845 2 175,910 - 3,347,971 1 5,393,348 2 1,490,585 - 388 - 28,629,287 8 75,974 - 854,943 - 1,126,775 - 288,507,746 85 18,766,164 6 109,643 - 149,970 - 1,426,881 1 72,267 - 85,210 - 311,175,573 92 $ 339,804,860 100 $ 11,381,240 3 52,930,987 16 - - 1,579,995 1 1,019 - 1,322,512 - 4,341,235 1 96,033 - 11,657,136 3 2,297,032 1 1,810,348 1 50,600 - 87,468,137 26 13,494,177 4 57,025,358 17 4,793,170 1 16,390,500 5 172,183 - 126 - 91,875,514 27 179,343,651 53 5,188,164 1 - - 5,188,164 1 47,199,976 14 24,035 - 147,346 - - - 468,372 - 47,839,729 14 14,338,984 4 869,519 1 85,532,263 25 100,740,766 30 9,687,841 3 38,302 - (720,742) - (282,131) - 8,723,270 3 (2,030,720) (1) 160,461,209 47 $ 339,804,860 100		2023
				Amount % $ 6,196,718 2 1,518,171 1 307,350 - 692,096 - 3,351,785 1 117,800 - 51,615 - 5,948,555 2 378,107 - 531 - 18,562,728 6 30,715 - 930,172 - 3,009,505 1 254,891,262 86 18,809,064 6 109,643 - 120,097 - 1,541,922 1 11,064 - 73,910 - 279,527,354 94 $ 298,090,082 100 $ 9,851,450 3 43,058,867 15 120,459 - 2,269,003 1 851 - 1,357,207 - 3,528,994 1 84,460 - 13,311,936 5 3,387,895 1 9,391,957 3 42,656 - 86,405,735 29 18,785,473 6 44,078,844 15 993,608 1 12,294,000 4 160,085 - 126 - 76,312,136 26 162,717,871 55 4,231,455 1 3,952 - 4,235,407 1 41,725,413 14 8,016 - 145,730 - 253,131 - 128,883 - 42,261,173 14 12,586,364 5 610,919 - 77,384,975 26 90,582,258 31 262,132 - 140,335 - 3,929 - (82,303) - 324,093 - (2,030,720) (1) 135,372,211 45 $ 298,090,082 100

The accompanying notes are an integral part of the parent company only financial statements.

(With Deloitte & Touche auditors’ report dated February 27, 2025)

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YAGEO CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4 and 26) Net sales OPERATING COSTS (Notes 4, 11, 20 and 26) Cost of goods sold GROSS PROFIT REALIZED GAIN (UNREALIZED LOSS) ON TRANSACTIONS WITH SUBSIDIARIES (Note 4) REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 4, 10, 20 and 26) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (gain) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4, 12, 20 and 26) Finance costs Share of profit of subsidiaries and associates Interest income Rental income Net gain on financial instruments at fair value through profit or loss Other gains and losses Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 21) NET PROFIT FOR THE YEAR		2024 Amount % $ 36,389,313 100 30,719,641 84 5,669,672 16 5,783 - 5,675,455 16 458,435 1 1,712,962 5 300,165 1 4,204 - 2,475,766 7 3,199,689 9 (2,449,565) (7) 20,168,724 55 639,912 2 10,944 - 262,474 1 (376,900) (1) 18,255,589 50 21,455,278 59 2,098,794 6 19,356,484 53		2023
				Amount % $ 29,471,336 100 25,358,132 86 4,113,204 14 336,632 1 4,449,836 15 407,245 1 1,903,238 7 279,399 1 (661) - 2,589,221 9 1,860,615 6 (1,646,859) (5) 18,295,324 62 625,594 2 13,094 - 343,799 1 750,075 3 18,381,027 63 20,241,642 69 2,814,574 10 17,427,068 59

(Continued)

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YAGEO CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4, 18, 19 and 21) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive (loss) income of subsidiaries and associates accounted for using the equity method Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Share of the other comprehensive income of subsidiaries and associates accounted for using the equity method Income tax relating to items that may be reclassified subsequently to profit or loss Other comprehensive income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (NEW TAIWAN DOLLARS; Note 22) Basic Diluted		2024 Amount % $ (16,803) - (53,508) - (9,403) - 3,360 - (76,354) - 11,057,465 30 (2,356,427) (6) 8,701,038 24 8,624,684 24 $ 27,981,168 77 $ 38.13 $ 37.65		2023
				Amount % $ (23,709) - 66,220 - 164,531 1 4,742 - 211,784 1 39,885 - 15,913 - 55,798 - 267,582 1 $ 17,694,650 60 $ 34.74 $ 33.92

The accompanying notes are an integral part of the parent company only financial statements.

(With Deloitte & Touche auditors’ report dated February 27, 2025)

(Concluded)

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YAGEO CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

Capital (Note 19)	Capital (Note 19)	Retained Earnings (Note 19)			Oth	er Equity (Note 19)
			S	Exchange Differences on Translating the Financial tatements of the Foreign Operations $ (421,272 ) - - - - - - - 683,404 - - 262,132 - - - - - - - - 9,425,709 - - $ 9,687,841	Unrealized Valuation Gain (Loss) on Financial Assets at Fair Value Through Other Benefits $ (14,098 ) - - - - - - - 154,326 - 107 140,335 - - - - - - - - (106,280 ) - 4,247 $ 38,302	Gain (Loss) on Hedging Instruments $ 631,535 - - - - - - - (627,606 ) - - 3,929 - - - - - - - - (724,671 ) - - $ (720,742)	Unearned Employee Benefits $ - - - - - - (82,303 ) - - - - (82,303 ) - - - - - - (199,828 ) - - - - $ (282,131)
B Ordinary Shares $ 4,212,608 - - - - - 10,381 - - 8,466 - 4,231,455 - - - 838,514 - - 3,751 - - 114,444 - $ 5,188,164	ond Conversion Entitlement Certificates $ 1,934 - - - - - - - - 2,018 - 3,952 - - - - - - - - - (3,952 ) - $ -
		Legal Reserve Special Reserve Unappropriated Earnings $ 10,694,034 $ 9,911,736 $ 56,678,721 1,892,330 - (1,892,330 ) - (9,300,817 ) 9,300,817 - - (4,186,652 ) - - - - - - - - - - - 17,427,068 - - 57,458 - - - - - (107) 12,586,364 610,919 77,384,975 1,752,620 - (1,752,620 ) - 258,600 (258,600 ) - - (8,385,141 ) - - (838,514 ) - - - - - - - - - - - 19,356,484 - - 29,926 - - - - - (4,247) $ 14,338,984 $ 869,519 $ 85,532,263

The accompanying notes are an integral part of the parent company only financial statements.

(With Deloitte & Touche auditors’ report dated February 27, 2025)

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YAGEO CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for Expected credit loss recognized (reversed) on trade receivables Depreciation expense Amortization expense Amortization of prepayments Net gain on fair value change of financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share-based compensation Share of profit of subsidiaries and associates Net loss (gain) on disposal of property, plant and equipment Gain on disposal of subsidiary and associate Write-down of inventories Realized gain on the transactions with subsidiaries and associates Net (gain) loss on foreign currency exchange Changes in operating assets and liabilities Financial assets and liabilities mandatorily classified as at fair value through profit or loss Trade receivables Trade receivables of related parties Other receivables Other receivables of related parties Inventories Prepayments Other current assets Contract liabilities Notes payable Trade payables Trade payables of related parties Other payables Other payables of related parties Other current liabilities Net defined benefit liabilities Cash generated from operations Interest received Dividend received Interest paid Income tax paid Net cash (used in) generated from operating activities	2024 $ 21,455,278 4,204 1,638,664 40,286 11,902 (262,474) 2,449,565 (639,912) (22,586) 21,981 (20,168,724) 638 - 145,147 (5,783) (5,975) 214,198 7,375 (2,072,335) 887 (16,165) 410,060 (1,033,788) 143 (588,997) 168 (34,224) 553,152 (856,874) 10,382 7,944 (4,705) 1,259,432 580,915 22,586 (2,406,433) (1,628,121) (2,171,621)	2023 $ 20,241,642 (661) 1,410,080 34,373 9,410 (343,799) 1,646,859 (625,594) (16,555) 8,559 (18,295,324) (1,014) (124,798) 22,180 (336,632) 23,020 768,210 (215,832) (967,990) 199,441 (1,407) (219,778) (32,515) 5,579 (512,193) - (1,065,290) 974,188 1,477,018 (13,706) 4,190 (4,552) 4,047,109 620,450 16,555 (1,169,904) (1,229,141) 2,285,069

(Continued)

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YAGEO CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Purchase of financial assets at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Acquisition of investments accounted for using the equity method Capital additions of subsidiaries and associates Proceeds from capital reduction of investments accounted for using equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Dividends received from subsidiaries and associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Proceeds from short-term bills payable Repayment of bonds payable Proceeds from long-term borrowings Repayments of long-term borrowings Other payables to related parties Dividends paid to owners of the Company Net cash generated from financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2024 $ - 21,721 (5,660,517) 3,296,901 (11,498,426) 12,830,676 (5,296,637) (1,000,000) 9,879 (2,515,109) 4,749 (61,203) - (70,159) 781,384 (9,156,741) 1,407,250 9,872,120 (1,000,000) 144,308,300 (137,965,705) 4,085,700 (8,385,141) 12,322,524 994,162 6,196,718 $ 7,190,880	2023 $ (402,211) - (1,917,750) 2,395,430 (1,407,250) 100,000 - (27,485,760) 18,910 (7,721,794) 116,573 - 14,102 (47,488) 141,421 (36,195,817) 74,550 14,982,900 - 93,739,162 (72,045,001) - (4,178,580) 32,573,031 (1,337,717) 7,534,435 $ 6,196,718

The accompanying notes are an integral part of the parent company only financial statements.

(With Deloitte & Touche auditors’ report dated February 27, 2025)

(Concluded)

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Attachment III ：

2025 New Restricted Employee Shares Issuance Regulations

Article 1: Purpose of Issuance

In order to attract and retain needed professionals, incentivize employee and enhance team cohesion among employee as to materialize the goals of pursuing interest for the Company and its shareholders and consolidating common interest between employee and shareholders, the Company has promulgated its “2025 New Restricted Employee Shares Issuance Regulations (herein after the “Regulations”) in compliance with Article 267-9 of the Company Act , Article 22 of the Securities and Exchange Act , and the Regulations Governing the Offering and Issuance of Securities by Securities Issuers (herein after the “ O&S Regulations ”) promulgated by the Financial Supervisory Commission.

Article 2: Issuance Term

Within two years from upon receiving the competent authority’s notice of approval for issuance application, the Company may issue the said Shares once or multiple times as needed on the dates and methods determined by the Chair of the Board under authorization by the Board.

Article 3: Employee’s Qualification for Shares Allotment

The Company will prudently manage this incentive plan to protect shareholders’ interests. To be eligible for New Restricted Employee Shares, an employee must maintain full-time employment status with either the Company or its subsidiaries as of the date of the issuance of the said Shares, have met prescribed job performance standard, have been assigned duties that are highly connected with the Company’s future strategy and development, play a key role and thus may bring about significant impact on the Company’s operation or possess certain critical or core techniques.
The quantity of New Restricted Employee Shares will be allocated according to job position, job performance, overall contribution, special merit or other circumstances to be taken into account from managerial perspective, subject to the reviews and decisions of the Chief Executive Officer (“CEO”) and the Chair of the Board and the final approval by the Board of Directors. However, shares allotment for the management or directors who are also employee shall require approval in advance from the Compensation Committee. Shares allotment for employee who are neither members of the Board or management shall require approval in advance from the Audit Committee in accordance with Article 14-5-1-11 of the Securities and Exchange Act .
The aggregate quantity of New Restricted Employee Shares allocated and unvested stocks attached to Employee Stock Option Certificate issued by the Company in accordance with Article 56-1-1 of the O&S Regulations to one employee must not exceed three-thousandths (3/1000) of all outstanding shares already issued by the Company, and the quantity of the employee’s already allocated unvested stocks attached to Employee Stock Option Certificate issued by the Company in accordance with Article 56-1 of the Company’s O&S Regulations must not exceed one-hundredth (1/100) of all outstanding shares already issued by the Company. Subject to special approvals from the competent central authorities, however, the limitations on the aggregate quantity of the unvested shares attached to Employee Stock Option Certificate and the New Restricted Employee Shares abovementioned allocated to an employee may be exempted. This Regulations shall be amended accordingly upon future amendments and/or modifications of the laws and regulations to which the competent authorities may make from time to time in the future.

Article 4: Estimated Total Shares to be Issued

Not to exceed 1,500,000 shares of common stock at face value of TWD 10 per share. In the event of a change in the par value of shares, the number of shares to be issued will be adjusted in proportion to the change in the par value to reflect the change in par value. The actual quantity of shares to be issued shall be determined by the Board of Directors after the proposal of the New Restricted Employee Shares Issuance has been passed in Shareholders’ Meeting and then approved by the competent authorities. In the event that the target amount to be issued is larger than the total number of shares to be issued multiplied by share price per share, the amount can be paid in cash.

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Article 5: Terms and Conditions for Issuing New Restricted Employee Shares and Limitations on the Rights Attached to the Shares

Price at issuance: No payment needed.
Type of share: New common shares of the Company.
Performance evaluation period: A three-fiscal performance evaluation schedule is adopted over a period from January 1, 2025 through December 31, 2027, of which each fiscal year (2025, 2026 and 2027) shall be an independent period for performance evaluation
Terms and conditions for vesting:
(1) To become fully vested after allotment of New Restricted Employee Shares (on the capital increase reference date) an employee must satisfy the conditions that she/he must hold valid full-time employment status with the Company as of each vested date; that she/he must not violate the employment contract, employee rules, non-competition clause, non-disclosure agreement or any agreement that she/he may have agreed and/or entered with the Company and that the Company must succeed in meeting the performance goals prescribed by the Company. The said Shares are to be vested at 33% for 2026, 33% for 2027 and 34% for 2028 on each respective annual vested date, among which the said Shares are to be vested based on service conditions at 13% for 2026, 13% for 2027 and 14% for 2028 and to be vested based on performance conditions at 20% for 2026, 20% for 2027 and 20% for 2028. The actual performance-conditioned payout percentages and the actual quantities to be vested shall be calculated based on the achievement rates for the 1st fiscal year’s performance goals in the performance evaluation period as prescribed by the Company. The quantity of vested shares as determined by the said goal will be calculated to integer number, where any fraction of one share will be discarded unconditionally.
(2) The Company’s EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) will be the goal to measure the performance. The threshold of performance achievement is 80%; the target performance achievement is 100% and the upper-limit performance achievement is 125%. The percentage of vested shares is 0% if the performance achievement is lower than the threshold; 50% if the performance achievement equals to the threshold; 100% if the performance achievement meets the target and 150% if the performance achievement equals to or exceeds upper-limit. The performance achievement percentage that falls between threshold and target or between target and upper-limit will be determined using linear interpolation method, rounded to hundredth decimal place.
Employee fails to meet vesting condition
(1) If an employee who has been previously allocated New Restricted Employee Shares but does not hold valid full-time employment status with the Company when the respective vested date is due; violates the employment contract, employee rules, non-competition clause, non-disclosure agreement or any agreement that she/he may have agreed and/or entered with the Company; fails to achieve the performance goals prescribed by the Company or violates Article 5-9 of this Regulations concerning change, withdrawal, revocation, termination or cancellation of her/his proxy authorization granted to the Company, then the Company shall have the right to recall and write-off, without incurring any liability to the Company, the New Restricted Employee Shares that have been allocated but not yet vested to and that concern the relative performance evaluation period of the said employee.
(2) The Company may recall and write-off, without incurring any liability to the Company, the New Restricted Employee Shares that have been allocated but not yet vested to any employee who departs voluntarily, are terminated with employment or are laid off.
Unvested New Restricted Employee Shares will be handled differently as each of the following situations become applicable:
(1) Leave of absence: Unvested New Restricted Employee Shares will not be affected unless this Regulations stipulates the otherwise. However, the actual quantity of the shares to be vested in each fiscal year shall be further calculated, in addition to the terms and conditions of vesting as stipulated in this Regulations, according to the ratio of actual days of employment an employee has accrued in the respective performance
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evaluation period to the days of the same fiscal year. Both the rights and obligations associated with the unvested New Restricted Employee Shares allocated to an employee who is on leave of absence on the vesting day and has accrued one full year of employment status in the respective fiscal performance evaluation period will not be affected unless this Regulations stipulates the otherwise; however, an employee who is on leave of absence on the vesting day but has not accrued one full year of employment status in the fiscal year of the prescribed goal shall be deemed failing the terms and conditions of vesting, and the unvested New Restricted Employee Shares allocated to the said employee will be recalled and written-off by the Company without incurring any liability to the Company.

(2) Transfer among affiliated companies: The unvested New Restricted Employee Shares allocated to an employee who voluntarily applies for transfer to an affiliated company will be recalled by the Company without incurring any liability to the Company. Both the rights and obligations associated with the unvested New Restricted Employee Shares allocated to an employee who is re-assigned to an affiliated company by the Company to meet the Company’s operational necessity or who voluntarily applies for transfer to an affiliated company and is approved by the Company will not be affected unless this Regulations stipulates the otherwise. Furthermore, the said employee must maintain full-time employment status at either an affiliated company to which the transfer has been approved or the Company as of the vested date, or the said employee will be deemed failing the terms and conditions of vesting, and the unvested New Restricted Employee Shares allocated to the said employee will be recalled and written-off by the Company without incurring any liability to the Company.
(3) Retirement: Both the rights and obligations associated with the unvested New Restricted Employee Shares allocated to a retired employee will not be affected unless this Regulations stipulates the otherwise. However, the actual quantity of the shares to be vested in each fiscal year shall be further calculated, in addition to the terms and conditions of vesting as stipulated in this Regulations, according to the ratio of actual days of employment the retired employee has accrued in the respective performance evaluation period to the days of the same fiscal year.
(4) Unfit for continuing with employment due to disability caused by occupational hazards: Unvested New Restricted Employee Shares may be vested on departure date, but still the actual quantity of shares relative to each fiscal year to be vested shall be subject to re-calculation as stipulated in this Regulations according to the performance achievement of the respective performance evaluation periods. When a performance achievement relative to the Company’s goal of a performance evaluation period is beyond confirmation, the unvested New Restricted Employee Shares relative to the fiscal year of the same period will be fully vested to the said employee.
(5) Death by general causes or occupational hazards: When an employee dies and leaves behind unvested New Restricted Employee Shares, the devisees of the deceased employee may claim their respective legitimate portions of the said Shares or the interests from execution of the said Shares, provided that the devisees have completed all legally required procedures and present all required papers to validate the said claim. However, in the case of death of an employee, the actual quantity of vested shares for the fiscal year, of which the performance achievement relative to the Company’s goal has been confirmed, shall be re-calculated according to the terms and conditions stipulated in this Regulations. The unvested New Restricted Employee Shares relative to a performance evaluation period to which the Company’s goal and/or the performance achievement of the same fiscal year may not be determined will be fully vested. However, the devisees’ failure to comply with and complete all required procedures of shares claim within one year since the delivery date of the notice of share claim issued by the Company shall be deemed as the said devisees have disclaimed the said claim, and thereby the Company shall have the right to recall and write-off the said Shares without incurring any liability to the Company.
(6) The Company undergoes an organization adjustment in accordance with the Business Mergers and Acquisitions Act : The vesting terms and conditions pertaining to unvested New Restricted Employee Shares, as well as vesting percentage, shall be determined by the Board of Directors.
(7) At the end of employment status of an employee who has contributed extraordinary merits to the Company beyond and above job performance requirement, the Chair of the Board is authorized give exceptional
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consideration for the said employee when determining whether or not the said employee has met the terms and conditions for vesting and the vesting percentage for the New Restricted Employee Shares allocated to the said employee. However, the exceptional consideration to be given to a member of the management and an employee concurrently holds position of a director of the Board shall further require approval from the Compensation Committee in advance.

All New Restricted Employee Shares recalled without liability shall be written-off by the Company.
Limitations of rights associated with unvested shares:
(1) An employee having been allocated New Restricted Employee Shares may not sell, pledge, transfer, donate, create encumbrance or make any other disposal of the said Shares before the terms and conditions for vesting the said Shares have been satisfied, except for inheritance.
(2) An employee having been allocated New Restricted Employee Shares shall not have the rights to attend, propose, speak, vote and stand as candidate in shareholders’ meeting before the terms and conditions for vesting the said Shares have been satisfied.
(3) An employee having been allocated New Restricted Employee Shares are entitled to dividends, bonus, surplus distribution and follow-on offering before the terms and conditions for vesting the said Shares have been satisfied.
The company shall, upon the cancellation and write-off of the unvested New Restricted Employee Shares by the company, have the dividends (including cash dividends, stock dividends, and cash and stock issued from surplus distribution) and derived interest of such unvested New Restricted Employee Shares returned to the company by the trust custodian institution.
(4) In the event that the Company undergoes capital reduction or decreases its capital for reason other than mandatory capital reduction or changes in par value, the Company may write-off or adjust the New Restricted Employee Shares already allocated to employee but not yet vested, in proportion to the capital reduction percentage or in proportion to the changes in par value. In the event of capital reduction by cash refund, the cash refunded must be deposited in a trust fund until it may be released for distribution among eligible employee when the terms and conditions for vesting are satisfied, or repossessed by the Company when the terms and conditions for vesting are not satisfied.
(5) During the period from the transfer suspension dates for stock grant, cash dividend, exercising employee stock options at cash capital increase, transfer suspension for shareholders’ meeting as stipulated in Article 165-3 of the Company Act or other mandatory occurrence-based transfer suspension, to the reference date of ex-dividend, a black-out period may apply to vesting shares to employee who have satisfied the terms and conditions for vesting. The time and procedure concerning lifting the said black-out on the vested shares shall follow the trust custody agreement or applicable laws and regulations.

9. Miscellaneous

(1) Upon issuance the New Restricted Employee Shares must be submitted to trust custody immediately; no employee may demand, with any reason, the custody trustee to return the said Shares until the terms and conditions for vesting have been satisfied.
(2) A representative assigned from among the Company’s employee and fully authorized by the Company and a securities trust custody institute shall be jointly charged with the responsibilities of the matters regarding to (including but not limited to) the negotiation, signing, amendment, extension, cancellation and termination of the respective trust custody agreement, as well as the release, use and disposal of the properties under their custody.

Article 6 Agreement Signing and Confidentiality

To become eligible for allotment of the New Restricted Employee Shares, employee must sign to enter into a New Restricted Employee Shares Allotment Agreement when receiving a respective notice from the undertaking unit of the Company and complete the required trust custody procedure. Failure to complete the said procedure and/or sign the said agreement shall constitute forfeiture of the New Restricted Employee
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Shares.

All employee and individuals receiving the New Restricted Employee Shares and the rights associated with the said Shares shall comply with this Regulations and the New Restricted Employee Shares Allotment Agreement; violation to either one shall constitute failure of meeting the terms and conditions for vesting. The said employee shall also comply with the Company’s compensation confidentiality regulations, which prohibit inquiring into and/or disseminating package and/or quantity concerning other associates’ New Restricted Employee Shares, and may not disclose information concerning this Regulations and personal package to third party. Violation to this Paragraph shall give the Company the right to recall and write-off, without incurring any liability to the Company, the violator’s unvested New Restricted Employee Shares.

Article 7 Taxation

The taxations levied on the New Restricted Employee Shares allocated in accordance with this Regulations shall follow the laws and regulations applicable in the country having jurisdiction over the then current location of the receiving employee.

Article 8 Other important issues

This Regulations has been approved in a board meeting with attendance of more than two-third of all directors and favorable votes from more than half of attending directors, and promulgated after approval by the competent authority. The Board has authorized the Chair of the Board to amend this Regulations accordingly and report the said amendment to the Board for retrospective ratification when the said amendment becomes necessary in response to future changes of laws and competent authorities’ requirements.
Unless the laws should stipulate the otherwise, the Chair of the Board, with full authorization from the Board, or the proxy authorized by the Chair, may amend this Regulations or take necessary actions to rectify any minor shortfall later found.
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Attachment IV ：

Yageo Corporation Articles of Incorporation

Comparation Table

No.		Current Article		No.		Revised Article	Explanation
Article 6		The Company's capital shall be NT$40 billion divided into4 billion shares atNT$10par. The Company shall issue preferred stock shares. Outstanding shares shall be issued with the Board of Directors' prior approval. NT$3.25 billion out of the aforementioned capital, totaled0.325 billionshares, shall be reserved for issuance of share certificates applicable to the employees and shall be issued in installments with the Board of Directors'prior approval.		Article 6		The Company's capital shall be NT$40 billion divided into16 billion shares atNT$2.5par. The Company shall issue preferred stock shares. Outstanding shares shall be issued with the Board of Directors' prior approval. NT$3.25 billion out of the aforementioned capital, totaled1.3 billionshares, shall be reserved for issuance of share certificates applicable to the employees and shall be issued in installments with the Board of Directors'prior approval.	To attract more investors and increase stock liquidity and trading volume.
Article 24		If there is profit generated for the year, the Company shall set aside not less than 2% employee compensation and not more than 3% compensation for the directors. But if there are accumulated losses, the Company shall have reserved a sufficient amount to offset its accumulated losses. If the Company made a profit for the year, the Company must pay tax and make up for the accumulated losses first, also share the remaining profit as follows: I. Set aside 10% of the earnings as legal reserve. However, when the legal reserve amount equals to the paid-in capital of the Company, it is				If there is profit generated for the year, the Company shall set aside not less than 2% employee compensation and not more than 3% compensation for the directors. But if there are accumulated losses, the Company shall have reserved a sufficient amount to offset its accumulated losses. The total amount of employee compensation set aside according to the preceding paragraph shall be allocated at least 1% of profit generated for the year to distribute to its non-executive employees. The employee compensation would be distributed in the form of cash or shares to its employees of domestic and foreign subsidiaries. The employee compensation regulation shall be prescribed upon the resolution of Board of Director’s meeting. If the Company made a profit for the year, the Company must pay tax and make up for the accumulated losses first, also share the remaining profit as follows: I. Set aside 10% of the earnings as legal reserve. However, when the legal reserve amount equals to the paid-in capital of the Company, it is	A new second paragraph is added, and the last paragraph of the original third paragraph is moved to this paragraph.

No. Current Article

not subject or such restriction.

II. Set aside or reverse special reserve in accordance with the relevant laws and regulations.

III. Pay dividends or bonuses for an amount not less than 10% of the amount net of the legal reserve and special reserve as stipulated in the preceding paragraph. The Board of Director shall prepare the earnings distribution proposal for the resolutions of the shareholders’ meeting. However, if the earnings distribution proposal is for the distribution of dividend and bonus in cash entirely or partially, it shall be resolved by the Board of Directors with the attendance of more than two-thirds of the directors and the consent of the majority of attending directors; also, it shall be reported in the shareholders’ meeting.

The Company’s dividend distribution policy should be based on shareholders’ equity and the current and future industrial competition faced by the Company, the investment environment, and fund demand. The Board of Directors is authorized to propose the distribution ratio of cash and stock dividend, and has it resolved according to the legal procedures. Dividend distributed by cash may not be less than 50% of total dividend distributed unless the Board of Directors approved by resolution in view of the long-term business operation.

Earnings of corporation as employee compensation may be distributed by way of cash or stock dividend as stated in the preceding paragraphs that also include the employees of domestic and abroad subsidiaries. Earnings of corporation shall be allocated according to the resolutions of the Board of Directors.

No.

Revised Article Explanation

not subject or such restriction.

II. Set aside or reverse special reserve in accordance with the relevant laws and regulations.

(Deleted)

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No.	Current Article	No.		Revised Article	Explanation
	with the attendance of more than two-thirds of the directors and the consent of the majority of attending directors; also, it shall be reported in the shareholders’ meeting.			with the attendance of more than two-thirds of the directors and the consent of the majority of attending directors; also, it shall be reported in the shareholders’ meeting.
Article 26	The Company’s Memorandum of Incorporation was stipulated on July 23, 1987. (Omitted)	Article 26		The Company’s Memorandum of Incorporation was stipulated on July 23, 1987. (Omitted) The 38th amendment of the MOI on May 27, 2025.	To record the revised date of the articles.

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Attachment V ：

Yageo Corporation Procedures for the Acquisition and Disposal of Assets

	Yageo Corporation Procedures for the Acquisition and Disposal of Assets	Yageo Corporation Procedures for the Acquisition and Disposal of Assets	Yageo Corporation Procedures for the Acquisition and Disposal of Assets
	Comparation Table
No.	Current Article	No.	Revised Article	Explanation
Article 7	The following matters are documented and handled in accordance with the Procedures: I. Scope of assets: Please refer to Article 3 of the Procedures. II. Evaluation procedures: (I) Acquisition or disposal of securities 1. Evaluation: The undertaking unit shall make an assessment on the purpose of the transaction, the content of the subject matter, and the price reference. 2.Pricing method: (1)Acquiring or disposing of securities that have been traded in the stock exchange market or TPEx, depending on the listing or market price at the time. (2)Acquiring or disposing of securities or private placement securities that are not traded in the stock exchange market or TPEx. Please refer to Article 10 of Section 2 of the Procedures for the pricing method. (II) Acquisition or disposition of real property, equipment, or other right-of-use assets 1.Evaluation: The undertaking unit shall make an assessment on the purpose of the transaction, the content of the subject matter, the price reference, and the terms of collection and payment. 2.Pricing method: Please refer to Article 9 of Section 2 of the Procedures.. (III) Acquisition or disposal of intangible assets, or right-of-use assets or membership 1.Evaluation: The undertaking unit should evaluate the benefit, the duration of the patent obtained, and the pricereference.	Article 7	The following matters are documented and handled in accordance with the Procedures: I. Scope of assets: Please refer to Article 3 of the Procedures. II. Evaluation procedures: (I) Acquisition or disposal of securities 1. Evaluation: The undertaking unit shall make an assessment on the purpose of the transaction, the content of the subject matter, and the price reference. 2.Pricing method: (1)Acquiring or disposing of securities that have been traded in the stock exchange market or TPEx, depending on the listing or market price at the time. (2)Acquiring or disposing of securities or private placement securities that are not traded in the stock exchange market or TPEx. Please refer to Article 10 of Section 2 of the Procedures for the pricing method. (II) Acquisition or disposition of real property, equipment, or other right-of-use assets 1.Evaluation: The undertaking unit shall make an assessment on the purpose of the transaction, the content of the subject matter, the price reference, and the terms of collection and payment. 2.Pricing method: Please refer to Article 9 of Section 2 of the Procedures.. (III) Acquisition or disposal of intangible assets, or right-of-use assets or membership 1.Evaluation: The undertaking unit should evaluate the benefit, the duration of the patent obtained, and the pricereference.	In response to the Group’s long-term investment and industrial integration needs.

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No. Current Article

2.Pricing method: Please refer to Article 11 of Section 2 of the Procedures.

(IV) Assets acquisition or disposal with a related party: Please refer to Section 3 of the Procedures.

(V) Engaged in derivatives trading: Please refer to Section 4 of the Procedures.

(VI) Business mergers, divisions, acquisitions, and share transfers: Please refer to Section 5 of the Procedures.

III. Operating procedures:

(I) Transaction amount and level:

For the Company’s acquisition or disposal of assets with any of the following circumstances for an amount below the threshold of reporting, the chairman or the general manager or the designated person may determine an action plan without the need of submitting it to the Board of Directors for a resolution.

1.The purpose of the acquisition or disposal of assets is for the short-term fund planning and operation of the finance department (such as, money market operation tools, including bond funds). The so-called “short-term” in this clause meant for one year. However, if the Company’s business cycle is longer than one year, the business cycle shall prevail.

2.Regarding the transaction amount of a derivative product, it refers to the transactions conducted within the derivative product transaction amount resolved by the Board of Directors.

(II) Execution unit:

1.Long-term and short-term portfolio investment: The stock affairs and finance related units.

2.Real property, other fixed assets, membership cards, and

No.

Revised Article Explanation

2.Pricing method: Please refer to Article 11 of Section 2 of the Procedures.

(IV) Assets acquisition or disposal with a related party: Please refer to Section 3 of the Procedures.

(V) Engaged in derivatives trading: Please refer to Section 4 of the Procedures.

(VI) Business mergers, divisions, acquisitions, and share transfers: Please refer to Section 5 of the Procedures.

III. Operating procedures: (I) Transaction amount and level:

2.Regarding the transaction amount of a derivative product, it refers to the transactions conducted within the derivative product transaction amount resolved by the Board of Directors.

(II) Execution unit:

1.Long-term and short-term portfolio investment: The stock affairs and finance related units.

2.Real property, other fixed assets, membership cards, and

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No.

Current Article

intangible assets: The application and asset management related unites.

3.Engaged in derivative products: The finance unit

4.Acquisition or disposal of assets by legal mergers, divisions, acquisitions, or transfer of shares: An ad hoc group formed by the relevant units.

IV. Announcement reporting procedure: Please refer to Chapter 3 of the Procedures.

V. The non-operating assets amount acquired by the Company and its subsidiaries:

1.The total amount of investment in non-operating real property or short-term securities is limited to 20% of the net value, and the amount of investment in individual short-term securities is limited to 10% of the net value.

2.The total amount of investment in long-term and short-term portfolio is limited to 250% of the net value, and the amount of investment in individual long-term securities is limited to 100% of the net value. If there is a major expansion in investment, the Board of Directors is authorized to have it approved and presented in the shareholders meeting for resolutions. VI. The Company shall supervise the acquisition or disposal of assets of its subsidiaries, and its supervision and management shall be handled in accordance with the relevant provisions of the Company and the “Procedures for the Acquisition or Disposal of Assets” of each subsidiary.

VII. The violation committed by the relevant personnel against the “Guidelines Governing the Acquisition or Disposal of Assets of the Public Companies” or the Procedures should be handled in

No.

Revised Article Explanation

intangible assets: The application and asset management related unites.

3.Engaged in derivative products: The finance unit

4.Acquisition or disposal of assets by legal mergers, divisions, acquisitions, or transfer of shares: An ad hoc group formed by the relevant units.

IV. Announcement reporting procedure: Please refer to Chapter 3 of the Procedures.

V. The non-operating assets amount acquired by the Company and its subsidiaries:

2.The total amount of investment in long-term and short-term portfolio is limited to 250% of the net value, and the amount of investment in individual long-term securities is limited to 150% of the net value. If there is a major expansion in investment, the Board of Directors is authorized to have it approved and presented in the shareholders meeting for resolutions. VI. The Company shall supervise the acquisition or disposal of assets of its subsidiaries, and its supervision and management shall be handled in accordance with the relevant provisions of the Company and the “Procedures for the Acquisition or Disposal of Assets” of each subsidiary.

VII. The violation committed by the relevant personnel against the “Guidelines Governing the Acquisition or Disposal of Assets of the Public Companies” or the Procedures should be handled in

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No.	Current Article	No.		Revised Article	Explanation
	accordance with the relevant requirements of the Company. The subsidiaries of the Company shall enact and implement the “Procedures for the Acquisition or Disposal of Assets” in accordance with the provisions of the Procedures. If the subsidiary does not have the “Procedures for the Acquisition or Disposal of Assets” formulated, it should be handled in accordance with the provisions of the Procedures.			accordance with the relevant requirements of the Company. The subsidiaries of the Company shall enact and implement the “Procedures for the Acquisition or Disposal of Assets” in accordance with the provisions of the Procedures. If the subsidiary does not have the “Procedures for the Acquisition or Disposal of Assets” formulated, it should be handled in accordance with the provisions of the Procedures.
Article 34	The Procedures were enacted on June 25, 2003. The 1st amendment was made on June 13, 2007. (Omitted)	Article 34		The Procedures were enacted on June 25, 2003. The 1st amendment was made on June 13, 2007. (Omitted) The 13rd amendment was made on May 27, 2025.	To record the revised date of the articles.

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Attachment VI ：

Yageo Corporation Regulations Governing Election of Directors

	Yageo Corporation Regulations Governing Election of Directors	Yageo Corporation Regulations Governing Election of Directors	Yageo Corporation Regulations Governing Election of Directors
	Comparation Table
Original article	Before the Amendment	Amended article	After the Amendment	Explanation
Article 8	After the voting result is checked by the monitoring personnel for the sum of valid votes and invalid votes, the number of valid votes and voting rights and the number of invalid votes and voting rights shall be documented respectively, and the name of the elected person and shareholder number shall be announced by the chair.	Article 8	After the voting result is checked by the monitoring personnel for the sum of valid votes and invalid votes, the number of valid votes and voting rights and the number of invalid votes and voting rights shall be documented respectively, andthe list of the elected persons and the number of their voting rightsshall be announced by the chair.	Amendments are made by referring to Article 11 of the“ ○○ Co., Ltd. Procedures for Election of Directors.”
Article 9	The company’s shareholders meeting shall issue notifications to the persons elected as directors.	Article 9	The company shall issue notifications to the persons elected as directors.	Text correction
Article 12	These Regulations were stipulated on March 15, 1990. (Omitted)	Article 12	These Regulations were stipulated on March 15, 1990. (Omitted) The 10th amendment was made on May 27, 2025.	The date of this amendment is added.

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Attachment VII ：

List of Directors Candidate

Proposed Director Candidate	Name	Education	Experience	Present position	Shares Held
Director	Shi Hen Enterprise Ltd.Representative : Shao-Chiao Chen	BS, Economics, University of Pennsylvania	Sr. Director, Yageo Corporation UBS Investment Bank Analyst	Global Testing Corporation Director	332,154
Independent Director	HSU,CHEN-I	Master of Business Administration, Swiss Business School	Chairman of TTFB Restaurant Group Chairman of ZHE TAI CO., LTD.	Chairman of TTFB Restaurant Group Chairman of ZHE TAI CO., LTD.	-

Appendix I ：

Yageo Corporation

Rules of Procedures for Shareholders’ Meetings

Article 1: The shareholders’ meeting of the Company and relevant matters shall be proceeded with in accordance with these Rules, unless the law and regulations and the Articles of Incorporation provide otherwise.
Article 2: The place for convening a shareholders’ meeting shall be held inside the head office or any other place suitable for holding of the said meeting. The time for commencing the said meeting shall not be earlier than 9 o’clock in the morning or later than 3 o’clock in the afternoon.
The aforementioned reporting time shall be handled at least 30 minutes before the start of the meeting; the registration office shall be clearly marked with sufficient and competent personnel appointed to serve. The Company shall record with an audio or video tape the whole proceedings of the shareholders’ meeting, and said video tape or audio tape shall be kept for at least one year.
Article 3: The present of shareholders in a shareholders’ meeting and their voting thereof shall be calculated in accordance with the number of shares. The number of shares representing shareholders present in the meeting shall be calculated in accordance with those indicated on the attendance book or the attendance cards, and the number of shares in the voting right exercised in writing or electronically. The representative of a corporate shareholder attends the shareholders’ meeting shall present a proxy and the identity document during the registration procedure. If a corporate shareholder designated an agent and a representative to represent it at the shareholders’ meeting, the designated representative shall prevail. A corporate shareholder being entrusted to attend the shareholders’ meeting may designate only one representative to represent it in the meeting according to the same procedure as stated in Paragraph 2.
Article 4: The Company may designate its lawyer, certified public accountant or other relevant persons to attend the shareholders’ meeting. The attending staff of the shareholders’ meeting shall wear an identification card or badge.
Article 5 If a shareholders’ meeting is called by the board of directors, the board chairman shall preside at the said shareholders’ meeting. In case of the chairman is on leave of absence, or cannot exercise his powers and authority, the vice chairman shall act in lieu of him. If the vice chairman is also absent or unable to exercise his powers and authority, the chairman shall designate a managing director to act in lieu of him. If the chairman does not designate a director to act in lieu of him, the managing directors or directors shall elect one from among themselves to act in lieu of the chairman. If a shareholders’ meeting is called by any person other than the board of directors, who has the right to call the meeting, said person shall preside at that meeting. When there are more than two conveners, one of them should be elected to preside at that meeting.
Article 6: when it is time to convene a shareholders’ meeting, the chairman shall immediately convene the meeting, provided, however, that if the shareholders present do not represent a majority of the total amount of issued shares, the chairman may postpone the meeting, provided, however, that the postponement of the said meeting shall be limited to two times, and the total time postponed shall not exceed one hour. If the meeting has been postponed for two times, but the shareholders present still do not represent a majority of the total amount of issued shares, a tentative resolution may be adopted in accordance with Paragraph 1 of

Article 175 of the Company Law by shareholders representing one-third of the total amount of issued shares. Before the close of the said meeting if the shareholders present represent a majority of the total amount of issued shares, the chairman may present the tentative solution so adopted to the meeting for resolution in accordance with the provision of Article 174 of the Company Law.

Article 7: If a shareholders’ meeting is called by the board of directors, the proceedings of the meeting shall be formulated by the board of directors, and the meeting shall be proceeded with in accordance with the aid proceedings. The proceedings shall not be changed without a resolution made by the shareholders’ meeting. If a shareholders’ meeting shall be called by any person other than the board of directors, the preceding provisions shall apply mutatis mutandis to the said meeting.
The chairman shall not adjourn a meeting without resolution adopted by shareholders for the motions (including extraordinary motions). When the chairman violated the provisions of the preceding paragraph and announced to have the shareholders’ meeting adjourned, one of the present shareholders can be elected with the consent of the shareholders representing a majority of voting rights to chair the meeting continuously. After close of the said meeting, shareholders shall not elect another chairman to hold another meeting at the same place or any other place.
Article 8: A shareholder wishing to speak in a shareholders’ meeting shall first fill out a slip, specifying therein the major points of his speech, his serial number as a shareholder (or number of attendance) and his name, and the chairman (or his designated person) shall determine his order of giving a speech. A shareholder who submits his slip for a speech but does not actually speak shall be considered as not having given a speech. If the contents of his speech shall be different from those specified on the slip, the contents of his speech shall prevail. When a shareholder is giving a speech, the other shareholders shall not interrupt unless they have obtained the prior consent from the chairman and the said shareholder, and the chairman may prevent others from interrupting.
Article 9: A shareholder (including natural persons and legal persons) shall not speak more than two times for one motion, unless he has obtained the prior consent from the chairman, and each speech shall not exceed 2 minutes. If a corporate shareholder designates more than two representatives to attend the meeting, only one of the representatives may speak on any one motion. If the representatives are in dispute or cannot decide who to speak on the motions, the chairman may appoint one of the representatives to give a speech. After a shareholder has given a speech, the chairman may personally or designate relevant personnel to respond.
Article 10: If a shareholder speaks without the consent of the chairman, does not speak in order, speaks over the time limit or frequency, or speaks exceeding the scope of the motion, the chairman may prevent him from doing so. When a shareholder is giving a speech, the other shareholders shall not interrupt unless they have obtained the prior consent from the chairman and the said shareholder, and the chairman may prevent others from interrupting. A shareholder who violates the provisions of this Article in relation to the speech shall be deemed as not giving a speech, and shall be handled in accordance with the provisions of Article 15.
Article 10-1: If there shall be an amendment or alternative to one motion, the chairman may combine the amendment or alternative into the original motion, and determine their orders for resolution. If anyone of the above is resolved, the others shall be considered as vetoed, upon which no further resolution shall be required.
Article 11: A non-motion will not be discussed or resolved. When the chairman considers that the discussion for a motion has reached the extent for making a resolution, he may announce
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discontinuance of the discussion and submit the motion for resolution.

Article 12: The voting of the proposal shall be based on the number of shares. A shareholder shall be entitled to one vote for each share held, except for those who are restricted or have no voting rights in accordance with Paragraph 2 of Article 179 of the Company Law. Unless otherwise specifically provided for in other law and the Articles of Incorporation of the Company, resolutions shall be adopted by a majority vote at a meeting attended by the shareholders.
When the Company convened a shareholders’ meeting, the voting rights can be exercised by the shareholders in a writing or electronic form. Shareholders who exercise their voting rights in a writing or electronic form are deemed to be present in person at the shareholders’ meeting. However, they are deemed as exercising a waiver on the provisional motion of the shareholders’ meeting and the amendment of the original motion. Their expression of intention is handled in accordance with the provisions of Article 177-2 of the Company Law.

The resolution of each motion shall be voted by shareholders after the total voting rights of the present shareholders announced by the chairman or his designee. The results of the shareholders’ consent, opposition, or waiver shall be entered into the Market Observation Post System after the shareholders’ meeting.

The results of resolution(s) shall be announced in the meeting, and recorded in the meeting minutes, including the weight of statistics.

Article 13: The persons for supervising the casting of votes and the counting thereof for resolutions shall be designated by the chairman, provided, however, that the person supervising the casting of votes shall be a shareholder
Article 14: During the proceedings of a meeting, the chairman may consider the schedule and announce for a break; in the event of an air raid, he will stop the meeting and evacuate, and resume the meeting one hour after the alarm is lifted.
Article 15: The chairman may command the picket to assist in maintaining the order of the venue for a smooth proceedings, and the picket shall wear the identification card or badge. Both the shareholders and non-shareholders at the venue shall obey the chairman’s command to maintain order and conduct the proceedings. For those who hinder the shareholders’ meeting, the chairman or the picket shall have them escorted out of the venue.
Article 16: The matters not addressed in these Rules shall be handled in accordance with the provisions of the Company Law, relevant laws and regulations, and the Articles of Incorporation of the Company. These rules shall be implemented immediately after the approval of the shareholders’ meetings, and the same shall apply to the amendments. The Rules were enacted on March 15, 1990. The 1[st] amendment was made on June 2, 1998. The 2[nd] amendment was made on June 18, 2002. The 3[rd] amendment was made on June 14, 2006. The 4[th] amendment was made on June 13, 2008. The 5[th] amendment was made on June 13, 2012. The 6[th] amendment was made on June 18, 2013. The 7[th] amendment was made on June 5, 2018.
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Appendix II ：

Yageo Corporation

Corporate Governance Best Practice Principles

Chapter 1 General Principles

Article 1

The Company in order to establish sound corporate governance systems and promote sound development of the securities market, these Principles for Corporate Governance are adopted pursuant to the Taiwan Stock Exchange Corporation (TWSE) and the Taipei Exchange (TPEx).

The Company shall formulate corporate governance principles and establish an effective corporate governance framework and disclose them through the Market Observation Post System (MOPS). Article 2

When setting up the corporate governance system, in addition to complying with relevant laws, regulations, articles of incorporation, contracts signed with the TWSE, and other relevant regulations, the Company shall follow the following principles:

1.Protect the rights and interests of shareholders.

2.Strengthen the powers of the board of directors.

3.Respect the rights and interests of stakeholders.

4.Enhance information transparency.

Article 3

The Company shall follow the Criteria Governing Establishment of Internal Control Systems by Public Reporting Companies and take into consideration the overall operational activities of itself and its subsidiaries to design and fully implement an internal control system, and shall conduct continuing reviews of the system, in order to ensure the continued effectiveness of its design and implementation in light of changes in the Company's internal and external environment.

The Company shall perform full self-assessments of its internal control system. Its board of directors and management shall review the results of the self-assessments by each department at least annually and the reports of the internal audit department on a quarterly basis. The audit committee shall also attend to and supervise these matters. Directors shall periodically hold discussions with their internal auditors about reviews of internal control system deficiencies. A record of the discussions shall be kept, and the discussions shall be followed up, improvements implemented, and a report submitted to the board of directors. The Company shall to establish channels and mechanisms of communication between their independent directors, audit committees, and chief internal auditors, and the convener of the audit committees shall report the communications between members of the audit committees and chief internal auditors at the shareholders' meeting.

The management of the Company shall pay special attention to the internal audit department and its personnel, fully empower them and urge them to conduct audits effectively, to evaluate problems of the internal control system and assess the efficiency of its operations to ensure that the system can

53 -

operate effectively on an on-going basis, and to assist the board of directors and the management to perform their duties effectively so as to ensure a sound corporate governance system. Appointment, dismissal, evaluation and review, salary and compensation of internal auditors of the Company shall be reported to the board of directors or shall be submitted by the chief auditor to the board chairperson for approval.

Article 3-1

The Company shall establish the corporate governance personnel, and shall appoint in accordance with the requirements of the competent authorities, TWSE a chief corporate governance officer as the most senior officer to be in charge of corporate governance affairs. Said officer shall be a qualified, practice-eligible lawyer or accountant or have been in a managerial position for at least three years in a securities, financial, or futures related institution or a public company in handling legal affairs, legal compliance, internal audit, financial affairs, stock affairs, or corporate governance affairs.

It is required that the corporate governance affairs mentioned in the preceding paragraph include at least the following items:

Handling matters relating to board meetings and shareholders meetings according to laws
Producing minutes of board meetings and shareholders meetings
Assisting in onboarding and continuous development of directors
Furnishing information required for business execution by directors
Assisting directors with legal compliance
Other matters set out in the articles or corporation or contracts

Chapter 2 Protection of Shareholders' Rights and Interests

Section 1 Encouraging Shareholders to Participate in Corporate Governance

Article 4

The corporate governance system of the Company shall be designed to protect shareholders' rights and interests and treat all shareholders equitably.

The Company shall establish a corporate governance system which ensures shareholders' rights of

being fully informed of, participating in and making decisions over important matters of the Company.

Article 5

The Company shall convene shareholders meetings in accordance with. the Company Act and relevant laws and regulations, and provide comprehensive rules for such meetings. The Company shall

faithfully implement resolutions adopted by shareholders meetings in accordance with the rules for the meetings.

Resolutions adopted by shareholders meetings of the Company shall comply with laws, regulations and articles of incorporation.

Article 6

The board of directors of the Company shall properly arrange the agenda items and procedures for shareholders meetings, and formulate the principles and procedures for shareholder nominations of directors and submissions of shareholder proposals. The board shall also properly handle the proposals

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duly submitted by shareholders. Arrangements shall be made to hold shareholders meetings at a convenient location and assisted by video conference, with sufficient time allowed and sufficient numbers of suitable personnel assigned to handle attendance registrations. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. Shareholders shall be granted reasonable time to deliberate each proposal and an appropriate opportunity to make statements.

For a shareholders meeting called by the board of directors, it is advisable that the board chairperson chair the meeting, that a majority of the directors (including at least one independent director) and convener of the audit committee, attend in person, and that at least one member of other functional committees attend as representative. Attendance details should be recorded in the shareholders meeting minutes.

Article 7

The Company shall encourage its shareholders to actively participate in corporate governance. It is advisable that the Company engage a professional shareholder services agent to handle shareholders meeting matters, so that shareholders meetings can proceed on a legal, effective and secure basis. The Company shall seek all ways and means, including fully exploiting technologies for information disclosure, to upload annual reports, annual financial statements, notices, agendas and supplementary information of shareholders meetings in both Chinese and English concurrently, and shall adopt electronic voting, in order to enhance shareholders' attendance rates at shareholders meetings and ensure their exercise of rights at such meetings in accordance with laws.

The Company shall avoid raising extraordinary motions and amendments to original proposals at a shareholders meeting.

The Company shall arrange for their shareholders to vote on each separate proposal in the shareholders meeting agenda, and following conclusion of the meeting, to enter the voting results the same day, namely the numbers of votes cast for and against and the number of abstentions, on the Market Observation Post System.

Article 8

The Company, in accordance with the Company Act and other applicable laws and regulations, shall record in the shareholders meeting minutes the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. With respect to the election of directors, the meeting minutes shall record the method of voting adopted therefore and the total number of votes for the elected directors.

The shareholders meeting minutes shall be properly and perpetually kept by the Company during its legal existence, and should be sufficiently disclosed on the Company's website. Article 9

The chairperson of the shareholders meetings shall be fully familiar and comply with the rules governing the proceedings of the shareholders meetings established by the Company. The chairperson

55 -

shall ensure the proper progress of the proceedings of the meetings and may not adjourn the meetings at will.

In order to protect the interests of most shareholders, if the chairperson declares the adjournment of the meeting in a manner in violation of rules governing the proceedings of the shareholders meetings, it is advisable for the members of the board of directors other than the chairperson of the shareholders meeting to promptly assist the attending shareholders at the shareholders meeting in electing a new chairperson of the shareholders meeting to continue the proceedings of the meeting, by a resolution to be adopted by a majority of the votes represented by the shareholders attending the said meeting in accordance with the legal procedures.

Article 10

The Company shall place high importance on the shareholder right to know, and shall faithfully comply with applicable regulations regarding information disclosure in order to provide shareholders with regular and timely information on company financial conditions and operations, insider shareholdings, and corporate governance status through the MOPS or the website established by the Company.

To treat all shareholders equally, it is advisable that the Company concurrently disclose the information under the preceding paragraph in English.

To protect its shareholders' rights and interests and ensure their equal treatment, the Company shall adopt internal rules prohibiting company insiders from trading securities using information not disclosed to the market.

It is advisable that the rules mentioned in the preceding paragraph include stock trading control measures from the date insiders of the Company become aware of the contents of the company's financial reports or relevant results.

Article 11

The shareholders shall be entitled to profit distributions by the Company. In order to ensure the investment interests of shareholders, the shareholders meeting may, pursuant to Article 184 of the Company Act, examine the statements and books prepared and submitted by the board of directors and the reports submitted by the audit committee, and may decide profit distributions and deficit off-setting plans by resolution. In order to proceed with the above examination, the shareholders meeting may appoint an inspector.

The shareholders may, pursuant to Article 245 of the Company Act, apply with the court to select an inspector in examining the accounting records, assets, particulars, documents and records of specific transaction of the Company.

The board of directors, audit committee, and managers of the Company shall fully cooperate in the examination conducted by the inspectors in the aforesaid two paragraphs without any circumvention, obstruction or rejection.

Article 12

In entering into material financial and business transactions such as acquisition or disposal of assets,

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lending funds, and making endorsements or providing guarantees, the Company shall proceed in accordance with the applicable laws and/or regulations and establish operating procedures in relation to these material financial and business transactions which shall be reported to and approved by the shareholders meeting so as to protect the interests of the shareholders.

When the Company is involved in a merger, acquisition or public tender offer, in addition to proceeding in accordance with the applicable laws and/or regulations, it shall not only pay attention to the fairness, rationality, etc. of the plan and transaction of the merger, acquisition or public tender offer, but information disclosure and the soundness of the company's financial structure thereafter. The relevant personnel of the Company handling the matters in the preceding paragraph shall pay attention to the occurrence of any conflicts of interest and the need for recusal. Article 13

In order to protect the interests of the shareholders, it is advisable that the Company designate personnel exclusively dedicated to handling shareholder proposals, inquiries, and disputes. The Company shall properly deal with any legal action duly instituted by shareholders in which it is claimed that shareholder rights and interests were damaged by a resolution adopted at a shareholders meeting or a board of directors meeting in violation of applicable laws, regulations, or the Company's articles of incorporation, or that such damage was caused by a breach of applicable laws, regulations or the Company's articles of incorporation by any directors or managers in performing their duties. It is advisable that the Company adopt internal procedures for appropriate handling of matters referred to in the preceding two paragraphs, and that it keep relevant written records for future reference and incorporate the procedures in its internal control system for management purposes. Section 2 Establishing a Mechanism for Interaction with Shareholders

Article 13-1

The board of directors of the Company is responsible for establishing a mechanism for interaction with shareholders to enhance mutual understanding of the development of Company's objectives. Article 13-2

In addition to communicating with shareholders through shareholders meetings and encouraging shareholders to participate in such meetings, the board of directors of the Company together with officers and independent directors shall engage with shareholders in an efficient manner to ascertain shareholders' views and concerns, and expound company policies explicitly, in order to gain shareholders' support.

Article 13-3

The Company should formulate and disclose the operating strategies and business plans, clarify the specific measures for enhancing corporate value, submit them to the Board of Directors, and actively communicate with shareholders.

Section 3 Corporate Governance Relationships Between the Company and Its Affiliated Enterprises Article 14

The Company shall clearly identify the objectives and the division of authority and responsibility

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between it and its affiliated enterprises with respect to management of personnel, assets, and financial matters, and shall properly carry out risk assessments and establish appropriate firewalls. Article 15

Unless otherwise provided by the laws and regulations, a manager of the Company may not serve as a manager of its affiliated enterprises.

A director who engages in any transaction for himself or on behalf of another person that is within the scope of the Company's operations shall explain the major content of such actions to the shareholders meeting and obtain its consent.

Article 16

The Company shall establish sound objectives and systems for management of finance, operations, and accounting in accordance with applicable laws and regulations. It shall further, together with its affiliated enterprises, properly conduct an overall risk assessment of major banks they deal with and customers and suppliers, and implement the necessary control mechanisms to reduce credit risk. Article 17

When the Company and its affiliated enterprises enter into inter-company business transactions, a written agreement governing the relevant financial and business operations between them shall be made in accordance with the principle of fair dealing and reasonableness. Price and payment terms shall be definitively stipulated when contracts are signed, and non-arm's length transactions shall be prohibited.

All transactions or contracts made by and between the Company and its affiliated persons and

shareholders shall follow the principles set forth in the preceding paragraph, and improper channeling of profits is strictly prohibited.

Article 18

A corporate shareholder having controlling power over the Company shall comply with the following provisions:

It shall bear a duty of good faith to other shareholders and shall not directly or indirectly cause the company to conduct any business which is contrary to normal business practice or not profitable.
Its representative shall follow the rules implemented by its company with respect to the exercise of rights and participation of resolution, so that at a shareholders meeting, the representative shall exercise his/her voting right in good faith and for the best interest of all shareholders and shall exercise the fiduciary duty and duty of care of a director.
It shall comply with relevant laws, regulations and the articles of incorporation of the company in nominating directors and shall not act beyond the authority granted by the shareholders meeting or board meeting.
It shall not improperly intervene in corporate policy making or obstruct corporate management activities.
It shall not restrict or impede the management or production of the company by methods of unfair competition such as monopolizing corporate procurement or foreclosing sales channels.
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6.The representative that is designated when a corporate shareholder has been elected as a director shall meet the company's requirements for professional qualifications. Arbitrary replacement of the corporate shareholder's representative is inappropriate.

Article 19

The Company shall retain at all times a register of major shareholders who own a relatively high percentage of shares and have controlling power, and of the persons with ultimate control over those major shareholders.

The Company shall disclose periodically important information about its shareholders holding more than 10 percent of the outstanding shares of the company relating to the pledge, increase or decrease of share ownership, or other matters that may possibly trigger a change in the ownership of their shares. The major shareholder indicated in the first paragraph refers to those who owns 5 percent or more of the outstanding shares of the company or the shareholding stake thereof is on the top 10 list, provided however that the company may set up a lower shareholding threshold according to the actual shareholding stake that may control the company.

Chapter 3 Enhancing the Functions of the Board of Directors

Section 1 Structure of the Board of Directors

Article 20

The board of directors of the Company shall direct company strategies, supervise the management, and be responsible to the company and shareholders. The various procedures and arrangements of its corporate governance system shall ensure that, in exercising its authority, the board of directors complies with laws, regulations, its articles of incorporation, and the resolutions of its shareholders meetings.

The structure of the Company's board of directors shall be determined by choosing an appropriate number of board members, not less than five, in consideration of its business scale, the shareholdings of its major shareholders, and practical operational needs.

The composition of the board of directors shall be determined by taking diversity into consideration, and that an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs be formulated and include, without being limited to, the following two general standards:

1.Basic requirements and values: Gender, age, nationality, and culture.
2.Professional knowledge and skills: A professional background (e.g., law, accounting, industry,

finance, marketing, technology), professional skills, and industry experience.

All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following abilities:

Ability to make operational judgments.
Ability to perform accounting and financial analysis.
Ability to conduct management administration.
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Ability to conduct crisis management.
Knowledge of the industry.
An international market perspective.
Ability to lead.
Ability to make policy decisions.

Article 21

The Company shall, according to the principles for the protection of shareholder rights and interests and equitable treatment of shareholders, establish a fair, just, and open procedure for the election of directors, encourage shareholder participation, and adopt the cumulative voting mechanism pursuant to the Company Act in order to fully reflect shareholders' views.

Unless the competent authority otherwise grants an approval, a spousal relationship or a familial relationship within the second degree of kinship may not exist among more than half of the directors of the Company.

When the number of directors falls below five due to the discharge of a director for any reason, the Company shall hold a by-election for director at the following shareholders meeting. When the number of directors falls short by one-third of the total number prescribed by the articles of incorporation, the company shall convene a special shareholders meeting within 60 days of the occurrence of that fact for a by-election for director(s).

The aggregate shareholding percentage of all of the directors of the Company shall comply with the laws and regulations. Restrictions on the share transfer of each director and the creation, release, or changes of any pledges over the shares held by each director shall be subject to the relevant laws and regulations, and the relevant information shall be fully disclosed.

Article 22

The Company shall specify in its articles of incorporation in accordance with the laws and regulations of the competent authorities that it adopts the candidate nomination system for elections of directors, and act in accordance with Article 192-1 of the Company Act.

Article 23

Clear distinctions shall be drawn between the responsibilities and duties of the chairperson of the board of the Company and those of its general manager.

It is inappropriate for the chairperson to also act as the general manager or an equivalent post.

The Company with a functional committee shall clearly define the responsibilities and duties of the committee.

Section 2 Independent Director System

Article 24

The Company shall appoint independent directors in accordance with its articles of incorporation. Independent directors shall possess professional knowledge and also maintain independence within the scope of their directorial duties, and may not have any direct or indirect interest in the company.

If the Company and its group enterprises, and another company and its group enterprises nominate for

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each other any director, supervisor or managerial officer as a candidate for an independent director of the other, the Company shall, at the time it receives the nominations for independent directors, disclose the fact and explain the suitability of the candidate for independent director. If the candidate is elected as an independent director, the Company shall disclose the number of votes cast in favor of the elected independent director.

The "group enterprises" in the preceding paragraph comprise the subsidiaries of the Company. Change of status between independent directors and non-independent directors during their term of office is prohibited.

The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination and other requirements with regard to the independent directors shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing Appointment of Independent Directors and Compliance Matter for Public Companies, and the rules and regulations of the Taiwan Stock Exchange.

Article 25

The Company shall submit the following matters to the board of directors for approval by resolution as provided in the Securities and Exchange Act. When an independent director has a dissenting opinion or qualified opinion, it shall be noted in the minutes of the directors meeting:

Adoption or amendment of the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, or endorsements or guarantees for others.
A matter bearing on the personal interest of a director.
A material asset or derivatives transaction.
A material monetary loan, endorsement, or provision of guarantee.
The offering, issuance, or private placement of any equity-type securities.
The hiring, discharge, or compensation of an attesting CPA.
The appointment or discharge of a financial, accounting, or internal auditing officer.
Any other material matter so required by the competent authority.

Article 26

The Company shall stipulate the scope of duties of the independent directors and empower them with manpower and physical support related to the exercise of their power. The company or other board members shall not obstruct, reject or circumvent the performance of duties by the independent directors.

The Company shall stipulate the remuneration of the directors according to applicable laws and regulations. The remuneration of the directors shall fully reflect the personal performance and the long-term management performance of the company, and shall also take the overall operational risks

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of the company into consideration. Different but reasonable remuneration from that of other directors may be set forth for the independent directors.

Section 3 Functional Committees

Article 27

For the purpose of developing supervisory functions and strengthening management mechanisms, the board of directors of the Company, in consideration of the company's scale and type of operations and the number of its board members, may set up functional committees for auditing, remuneration, nomination, risk management or any other functions, and based on concepts of corporate social responsibility and sustainable operation, may set up environmental protection, corporate social responsibility, or other committees, and expressly provide for them in the articles of incorporation. Functional committees shall be responsible to the board of directors and submit their proposals to the board of directors for approval, provided that the performance of supervisor's duties by the audit committee pursuant to Article 14-4, paragraph 4 of the Securities and Exchange Act shall be excluded. Functional committees shall adopt an organizational charter to be approved by the board of directors. The organizational charter shall contain the numbers, terms of office, and powers of committee members, as well as the meeting rules and resources to be provided by the company for exercise of power by the committee.

Article 28

The Company’s board of directors shall establish an audit committee.

The audit committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise.

The exercise of power by audit committee and independent directors and related matters shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies, and the rules and regulations of the TWSE. Article 28-1

The Company establish a remuneration committee, and it is advisable that more than half of the committee members be independent directors. The professional qualifications for the committee members, the exercise of their powers of office, the adoption of the organizational charter, and related matters shall be handled pursuant to the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter.

Article 28-2

The Company shall establish and announce channels for internal and external whistleblowers and have whistleblower protection mechanisms in place. The unit that handles whistleblowers' reporting shall be independent, provide encrypted protection for the files furnished by whistleblowers, and appropriately restrict access to such files. It shall also formulate internal procedures and incorporate those procedures into the company's internal control system for management purposes.

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Article 29

To improve the quality of its financial reports, the Company shall establish the position of deputy to its principal accounting officer.

To enhance the professional abilities of the deputy accounting officer of the preceding paragraph, the deputy's continuing education shall proceed following the schedule of the principal accounting officer. Accounting personnel handling the preparation of financial reports shall also participate in relevant professional development courses for 6 hours or more each year. Those courses may be company internal training activities or may be professional courses offered by professional development institutions for principal accounting officers.

The Company shall select as its external auditor a professional, responsible, and independent attesting CPA, who shall perform regular reviews of the financial conditions and internal control measures of the company. With regard to any irregularity or deficiency discovered and disclosed in a timely manner by the auditor during the review, and concrete measures for improvement or prevention suggested by the auditor, the company shall faithfully implement improvement actions. It is advisable that the company establish channels and mechanisms of communication between the independent directors, the supervisor or audit committee, and the attesting CPA, and to incorporate procedures for that purpose into the company's internal control system for management purposes.

The Company shall evaluate the independence and suitability of the CPA engaged by the company regularly, and no less frequently than once annually. In the event that the company engages the same CPA without replacement for 7 years consecutively, or if the CPA is subject to disciplinary action or other circumstances prejudicial to the CPA's independence, the company shall evaluate the necessity of replacing the CPA and submit its conclusion to the board of directors. Article 30

It is advisable that the Company engage a professional and competent legal counsel to provide adequate legal consultation services to the company, or to assist the directors and the management to improve their knowledge of the law, for the purposes of preventing any infraction of laws or regulations by the company or its staff and ensuring that corporate governance matters proceed pursuant to the relevant legal framework and the prescribed procedures.

When, as a result of performing their lawful duties, directors or the management are involved in litigation or a dispute with shareholders, the company shall retain a legal counsel to provide assistance as circumstances require.

The audit committee or an independent director may retain the service of legal counsel, CPA, or other professionals on behalf of the company to conduct a necessary audit or provide consultation on matters in relation to the exercise of their power, at the expense of the company. Section 4 Rules for the Proceedings and Decision-Making Procedures of Board Meetings Article 31

The board of directors of the Company shall meet at least once every quarter, or convene at any time in case of emergency. To convene a board meeting, a meeting notice which specifies the purposes of

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the meeting shall be sent to each director and supervisor no later than 7 days before the scheduled date. Sufficient meeting materials shall also be prepared and enclosed in the meeting notice. If the meeting materials are deemed inadequate, a director may ask the unit in charge to provide more information or request a postponement of the meeting with the consent of the board of directors.

The Company shall adopt rules of procedure for board meetings, which shall follow the Regulations Governing Procedure for Board of Directors Meetings of Public Companies with regard to the content of deliberations, procedures, matters to be recorded in the meeting minutes, public announcements, and other matters for compliance.

Article 32

Company directors shall exercise a high degree of self-discipline. If a director or a juristic person represented by the director is an interested party with respect to any proposal for a board meeting, the director shall state the important aspects of the interested party relationship at the meeting. When the relationship is likely to prejudice the interests of the company, the director may not participate in discussion or voting on that proposal and shall enter recusal during the discussion and voting. The director also may not act as another director's proxy to exercise voting rights on that matter.

Matters requiring the voluntary recusal of a director shall be clearly set forth in the rules of procedure for board meetings.

Article 33

When a board meeting is convened to consider any matter submitted to it pursuant to Article 14-3 of the Securities and Exchange Act, an independent director of the Company shall attend the board meeting in person, and may not be represented by a non-independent director via proxy. When an independent director has a dissenting or qualified opinion, it shall be noted in the minutes of the board of directors meeting; if the independent director cannot attend the board meeting in person to voice his or her dissenting or qualified opinion, he or she should provide a written opinion before the board meeting unless there are justifiable reasons for failure to do so, and the opinion shall be noted in the minutes of the board of directors meeting.

In any of the following circumstances, decisions made by the board of directors shall be noted in the meeting minutes, and in addition, publicly announced and filed on the MOPS two hours before the beginning of trading hours on the first business day after the date of the board meeting:

An independent director has a dissenting or qualified opinion which is on record or stated in a written statement.
The matter was not approved by the audit committee (if the company has set up an audit committee), but had the consent of more than two-thirds of all directors.

During a board meeting, managers from relevant departments who are not directors may, in view of the meeting agenda, sit in at the meetings, make reports on the current business conditions of the company and respond to inquiries raised by the directors. Where necessary, a CPA, legal counsel, or other professional may be invited to sit in at the meetings to assist the directors in understanding the conditions of the company for the purpose of adopting an appropriate resolution, provided that they

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shall leave the meeting when deliberation or voting takes place. Article 34

Staff personnel of the Company attending board meetings shall collect and correctly record the meeting minutes in detail, as well as a summary, the method of resolution, and voting results of all the proposals submitted to the board meeting in accordance with relevant regulations.

The minutes of the board of directors meetings shall be signed by the chairperson and secretary of the meeting and sent to each director within 20 days after the meeting. The director attendance records shall be made part of the meeting minutes, treated as important corporate records, and kept safe permanently during the life of the company.

Meeting minutes may be produced, distributed, and preserved by electronic means. The Company shall record on audio or video tape the entire proceedings of a board of directors meeting and preserve the recordings for at least 5 years, in electronic form or otherwise.

If before the end of the preservation period referred to in the preceding paragraph a lawsuit arises with respect to a resolution of a board of directors meeting, the relevant audio or video recordings shall be preserved for a further period, in which case the preceding paragraph does not apply.

Where a board of directors meeting is held via teleconference or video conference, the audio or video recordings of the meeting form a part of the meeting minutes and shall be preserved permanently. When a resolution of the board of directors violates laws, regulations, the articles of incorporation, or resolutions adopted in the shareholders meeting, and thus causes an injury to the company, dissenting directors whose dissent can be proven by minutes or written statements will not be liable for damages. Article 35

The Company shall submit the following matters to its board of directors for discussion:

Corporate business plans.
Annual and semi-annual financial reports, with the exception of semi-annual financial reports which, under relevant laws and regulations, need not be CPA audited and attested.
Adoption or amendment to an internal control system pursuant to Article 14-1 of the Securities and Exchange Act, and evaluation of effectiveness of an internal control system.
Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, to the handling procedures for financial or operational actions of material significance, such as acquisition or disposal of assets, derivatives trading, extension of monetary loans to others, and endorsements or guarantees for others.
The offering, issuance, or private placement of any equity-type securities.
The appointment or discharge of a financial, accounting, or internal audit officer.

7.A donation to a related party or a major donation to a non-related party, provided that a public-interest donation of disaster relief for a major natural disaster may be submitted to the next board meeting for retroactive recognition.

Any matter required by Article 14-3 of the Securities and Exchange Act or any other law, regulation, or bylaw to be approved by resolution at a shareholders meeting or to be approved by resolution at a
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meeting of the board of directors, or any such significant matter as may be prescribed by the competent authority.

The term "related party" in subparagraph 7 of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means any individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the CPA-attested financial report for the most recent year.

The term "within a 1-year period" in the preceding paragraph means a period of 1 year calculated retroactively from the date on which the current board of directors meeting is convened. Amounts already submitted to and passed by a resolution of the board are exempted from inclusion in the calculation.

For foreign companies whose stock has no par value or a par value other than NTD10, the "5 percent of paid-in capital" in paragraph 2 above shall be calculated instead as 2.5 percent of shareholder equity. At least one independent director shall attend each meeting in person. In the case of a meeting concerning any matter required to be submitted for a resolution by the board of directors under paragraph 1, each independent director shall attend in person; if an independent director is unable to attend in person, he or she shall appoint another independent director to attend as his or her proxy. If an independent director expresses any objection or reservation about a matter, it shall be recorded in the board meeting minutes. An independent director intending to express an objection or reservation but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes. Article 36

The Company shall ask the appropriate corporate department or personnel to execute matters pursuant to board of directors' resolutions in a manner consistent with the planned schedule and objectives. It shall also follow up on those matters and faithfully review their implementation.

The board of directors shall remain informed of the progress of implementation and receive reports in subsequent meetings to ensure the actual implementation of the board's management decisions. Section 5 Fiduciary Duty, Duty of Care and Responsibility of Directors Article 37

Members of the board of directors shall faithfully conduct corporate affairs and perform the duty of care of a good administrator. In conducting the affairs of the company, they shall exercise their powers with a high level of self-discipline and prudence. Unless matters are otherwise reserved by law for approval in shareholders meetings or in the articles of incorporation, they shall ensure that all matters are handled according to the resolutions of board of directors.

It is advisable that the Company formulate rules and procedures for board of directors performance assessments. Each year, in respect of the board of directors and individual directors, it shall conduct regularly scheduled performance assessments through self-assessments or peer-to-peer assessments,

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and may also do so through outside professional institutions or in any other appropriate manner. A performance assessment of the board of directors shall include the following aspects, and appropriate assessment indicators shall be developed in consideration of the company's needs:

1.The degree of participation in the company's operations.
2.Improvement in the quality of decision making by the board of directors.
3.The composition and structure of the board of directors.
4.The election of the directors and their continuing professional education.
5.Internal controls.

The performance assessments of board members (self-assessments or peer-to-peer assessments) shall include the following aspects, with appropriate adjustments made on the basis of the company's needs:

1.Their grasp of the company's goals and missions.
2.Their recognition of director's duties.
Their degree of participation in the company's operations.
4.Their management of internal relationships and communication.
Their professionalism and continuing professional education.
Internal controls.

It is advisable that a TWSE/TPEx company conduct performance assessments of a functional

committee, covering the following aspects, with appropriate adjustments made on the basis of the company's needs:

Their degree of participation in the company's operations.
Their recognition of the duties of the functional committee.
Improvement in the quality of decision making by the functional committee.
The composition of the functional committee, and election and appointment of committee members.
Internal control.

The Company is advised to submit the results of performance assessments to the board of directors

and use them as reference in determining compensation for individual directors, their nomination and additional office term.

Article 37-1

It is advisable for the Company to establish a succession plan for the management. The development and implementation of such plan shall be periodically evaluated by the board of directors to ensure sustainable operation.

Article 37-2

The board of directors is advised to evaluate and monitor the following aspects of the Company's

direction of operation and performance in connection with intellectual properties, to ensure the

company develops an intellectual property regulatory system in accordance with the

Plan-Do-Check-Act cycle:

1.Formulate intellectual property regulatory policies, objectives and systems that are slightly associated with the operational strategies.
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2.Develop, implement and maintain on the basis of scale and form its regulatory systems governing the procurement, protection, maintenance and utilization of intellectual properties.

3.Identify and provide the necessary resources sufficient to ensure effective implementation and maintenance of the intellectual property regulatory system.

4.Observe internally and externally the risks and opportunities that intellectual property regulation may present and adopt corresponding measures.

5.Plan for and implement a continuous improvement mechanism to ensure the operation and effects of the intellectual property regulatory regime meet the company's expectations.

Article 38

If a resolution of the board of directors violates law, regulations or the company's articles of incorporation, then at the request of shareholders holding shares continuously for a year or an independent director, to discontinue the implementation of the resolution, members of the board shall take appropriate measures or discontinue the implementation of such resolution as soon as possible. Upon discovering a likelihood that the company would suffer material injury, members of the board of directors shall immediately report to the audit committee, an independent director member of the audit committee in accordance with the foregoing paragraph.

Article 39

The Company shall take out directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of occupancy so as to reduce and spread the risk of material harm to the company and shareholders arising from the wrongdoings or negligence of a director. The Company shall report the insured amount, coverage, premium rate, and other major contents of the liability insurance it has taken out or renewed for directors, at the next board meeting. Article 40

Members of the board of directors are advised to participate in training courses on finance, risk management, business, commerce, accounting, law or corporate social responsibility offered by institutions designated in the Rules Governing Implementation of Continuing Education for Directors of the Company, which cover subjects relating to corporate governance upon becoming directors and throughout their terms of occupancy. They shall also ensure that company employees at all levels will enhance their professionalism and knowledge of the law.

Chapter 4 Respecting Stakeholders' Rights

Article 41

The Company shall maintain channels of communication with its banks, other creditors, employees, consumers, suppliers, community, or other stakeholders of the company, respect and safeguard their legal rights and interests, and designate a stakeholders section on its website.

When any of a stakeholder's legal rights or interests is harmed, the Company shall handle the matter in a proper manner and in good faith.

Article 42

The Company shall provide sufficient information to banks and its other creditors to facilitate their

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evaluation of the operational and financial conditions of the company and its decision-making process. When any of their legal rights or interest is harmed, the company shall respond with a responsible attitude and assist creditors in obtaining compensation through proper means. Article 43

The Company shall establish channels of communication with employees and encourage employees to communicate directly with the management or directors so as to reflect employees' opinions about the management, financial conditions, and material decisions of the company concerning employee welfare.

Article 44

In developing its normal business and maximizing the shareholders' interest, the Company shall pay attention to consumers' interests, environmental protection of the community, and public interest issues, and shall give serious regard to the company's social responsibility. Chapter 5 Improving Information Transparency

Section 1 Enhancing Information Disclosure

Article 45

Disclosure of information is a major responsibility of the Company. The Company shall perform its obligations faithfully in accordance with the relevant laws and the related TWSE rules.

The Company is advised to publish and report its annual financial report within two months after the end of a fiscal year, and publish and report its financial reports for the first, second and third quarters as well as its operating status for each month before the specified deadline.

The Company shall establish an Internet-based reporting system for public information, appoint personnel responsible for gathering and disclosing the information, and establish a spokesperson system so as to ensure the proper and timely disclosure of information about policies that might affect the decisions of shareholders and stakeholders.

Article 46

In order to enhance the accuracy and timeliness of the material information disclosed, the Company shall appoint a spokesperson and acting spokesperson(s) who understand thoroughly the company's financial and business conditions and who are capable of coordinating among departments for gathering relevant information and representing the company in making statements independently. The Company shall appoint one or more acting spokespersons who shall represent the company, when the spokesperson cannot perform his/her duties, in making statements independently, provided that the order of authority is established to avoid any confusion.

In order to implement the spokesperson system, the Company shall unify the process of making external statements. It shall require the management and employees to maintain the confidentiality of financial and operational secrets and prohibit their disclosure of any such information at will. The company shall disclose the relevant information immediately whenever there is any change to the position of a spokesperson or acting spokesperson.

Article 47

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In order to keep shareholders and stakeholders fully informed, the Company shall utilize the convenience of the Internet and set up a website containing the information regarding the company's finances, operations, and corporate governance. It is also advisable for the company to furnish the financial, corporate governance, and other relevant information in English.

To avoid misleading information, the aforesaid website shall be maintained by specified personnel, and the recorded information shall be accurate, detailed and updated on a timely basis. Article 48

The Company shall hold an investor conference in compliance with the regulations of the TWSE, and shall keep an audio or video record of the meeting. The financial and business information disclosed in the investor conference shall be disclosed on the Market Observation Post System and provided for inquiry through the website established by the company, or through other channels, in accordance with the TWSE rules.

Section 2 Disclosure of Information on Corporate Governance

Article 49

The Company shall disclose and update from time to time the following information regarding corporate governance in the fiscal year in accordance with laws and regulations and TWSE rules:

Corporate governance framework and rules.
Ownership structure and the rights and interests of shareholders, including specific and explicit dividend policy).
Structure, professionalism and independence of the board of directors.
Responsibility of the board of directors and managerial officers.
Composition, duties and independence of the audit committees.
Composition, duties and operation of the remuneration committee and other functional committees.
The remuneration paid to the directors, general manager and vice general manager in the last two fiscal years, the analysis of the percentage of total remuneration to net profit after tax in the parent company only financial reports or individual financial reports, the policy, standard and package of remuneration payment, the procedure for determination of remuneration and the connection with the operation performance and future risk. Under special individual circumstances, remuneration of individual directors and supervisors shall be disclosed.
The progress of training of directors.
The rights, relationships, avenues for complaint, concerns, and appropriate response mechanism regarding stakeholders.
Details of the events subject to information disclosure required by law and regulations.
The enforcement of corporate governance, differences between the corporate governance principles implemented by the company and these Principles, and the reason for the differences.
Other information regarding corporate governance.

The Company shall, according to the actual performance of the corporate governance system, to disclose the plans and measures to improve its corporate governance system through appropriate

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mechanisms.

Chapter 6 Supplementary Provisions

Article 50

The Company shall at all times monitor domestic and international developments in corporate governance as a basis for review and improvement of the company's own corporate governance mechanisms, so as to enhance their effectiveness.

Article 51

The Principles were enacted on August 11, 2020. The 1st amendment was made on March 17, 2022. The 2nd amendment was made on October 29, 2024.

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Appendix III ：

Yageo Corporation

Articles of Incorporation

(Before Amendments)

Chapter 1 General Rules

Article 1

The Company shall be established in accordance with the regulations governing corporations with limited liabilities and shall be named Yageo Corporation.

Article 2

The authorized scope of business includes:

(1) C801030 Precision Chemical Materials Manufacturing

(2) C901010 Pottery and Ceramics Products Manufacturing

(3) CA05010 Powder Metallurgy

(4) CB01010 Machinery and Equipment Manufacturing

(5) CB01990 Other Machinery Manufacturing Not Elsewhere Classified

(6) CC01080 Electronic Parts and Components Manufacturing

(7) CC01110 Computers and Computing Peripheral Equipments Manufacturing

(8) CC01990 Electrical Machinery and Supplies Manufacturing

(9) CE01010 Precision Instruments Manufacturing

(10) CE01990 Other Photographic and Optical Instruments Manufacturing

(11) F113010 Wholesale of Machinery

(12) F113030 Wholesale of Precision Instruments

(13) F119010 Wholesale of Electronic Materials

(14) F213030 Retail sale of Computing and Business Machinery Equipment

(15) F213040 Retail Sale of Precision Instruments

(16) F213080 Retail Sale of Machinery and Equipment

(17) F219010 Retail Sale of Electronic Materials

Article 3

The Company shall make endorsements to external parties as required by corporate businesses.

Article 4

The Company shall be a shareholder of other limited corporation. Total investment made by the Company shall not be restricted to 40% of the Company's paid-in capital as stipulated in Article 13 of the R.O.C. Company Law.

Article 5

The Company shall establish its headquarters and production plants in New Taipei City, Taiwan and shall establish branches in Taiwan and overseas, if necessary

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Chapter 2 Article 6

The Company's capital shall be NT$40 billion divided into 4 billion shares at NT$10 par. The Company shall issue preferred stock shares. Outstanding shares shall be issued with the Board of Directors' prior approval. NT$3.25 billion out of the aforementioned capital, totaled 0.325 billion shares, shall be reserved for issuance of share certificates applicable to the employees and shall be issued in installments with the Board of Directors' prior approval.

Article 7

The Company shall assign its share certificates with serial numbers. The share certificates shall be signed or sealed by the director representing the Company, and shall be duly certified by the bank which is competent to certify shares under the laws before issuance thereof.

The Company may issue dematerialized shares, but shall register the new shares with Taiwan Securities Central Depository Co., Ltd. (TSCD) or keep the shares under TSCD’s custody. The provisions of the last two paragraphs shall apply mutatis mutandis to issuance of corporate bonds.

Article 8

The Company shall attend to affairs pertinent to its shares in accordance with the Guidelines Governing the Affairs Related to the Shares Issued by Public Companies and other relevant laws and regulations.

Article 9

Change of titles to the Company's shares shall be suspended within 60 days before the Annual Regular Shareholders’ Meeting, within 30 days before the Provisional Shareholders’ Meeting or within 5 days prior to the cutoff date after which the Company shall distribute stock dividends, bonus, or other benefits.

Chapter 3 Shareholders’ Meeting

Article 10

There are regular and provisional shareholders’ meeting: The Company shall hold 1. The Annual Regular Shareholders’ Meeting within six months after the close of each fiscal year. 2. The Extraordinary Shareholders’ Meeting is deemed necessary by the Board of Directors in accordance with relevant laws and regulations.

Article 11

The Company shall make public announcement and notify the shareholders within 30 days before the Annual Regular Shareholders’ Meeting and within 15 days before the Extraordinary Shareholders’ Meeting of the date, venue, and agenda of discussion of such meeting. However, the Company may notify the shareholders holding less than 1000 shares with a public announcement only.

Article 11-1

The Shareholders’ Meeting may be held via video conferencing or other methods announced

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by the central competent authority.

For the preceding paragraph, the public company shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.

Article 12

The Shareholders’ Meeting shall pass resolutions with a quorum representing over half of the issued shares and the agreement of over half of the quorum unless otherwise stipulated in the R.O.C. Company Law. The Company's proposed merger with other companies shall not require the approval of the Special Shareholders’ Meeting on matters pertaining to the merger.

Article 13

Shareholders may appoint a proxy to attend a Shareholders' Meeting in his/her/its behalf by executing a power of attorney printed by the company stating therein the scope of power authorized to the proxy. Except in trust business or share affairs agencies authorized by the competent authority, in the case where a proxy is assigned by two separate shareholders with total holdings exceeding 3%, the proxy is only entitled to voting rights up to 3%. Voting rights derived from the portion above the 3% threshold shall be void. The Company shall exercise proxy policy in accordance with the Regulations Governing the Proxy Used in Shareholders’ Meetings held by Public Company.

Article 14

The Shareholders’ Meeting shall be conducted following the relevant rules established by the Company unless otherwise provided for in the R.O.C. Company Law and in the Company's Articles of Incorporation.

Article 15

The Company shall make meeting minutes of the resolutions passed in the Shareholders’ Meeting with the signature and seal of the chairperson and shall distribute the minutes to the shareholders within 20 days after the Shareholders’ Meeting. The Company may publish the aforementioned minutes publicly as notice to holders of less than 1000 bearer's shares. The meeting minutes shall specify the date, venue, the name of the chairperson, the way in which the resolutions are passed, and summarize events taken place during the meeting and the resolutions. The meeting minutes shall be signed and sealed by the chairperson and shall be kept by the Company together with the shareholders register book and proxies.

Chapter 4 Directors and Auditors

Article 16

The Company shall elect at the Shareholders’ Meeting 9 to 13 board members from candidates listed in the slate of directors to serve up to a term of three years and shall extend their terms if re-elected. The shares held by the board of directors shall be within the levels stipulated by the competent authority.

A candidate nomination system shall be applied in the election of Directors based on the Company Law Article 192- 1.

The independent directors must not be less than three persons and not be less than one-fifth of

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the number of directors. The professional qualifications, restrictions on shareholdings and concurrent positions, methods of nomination and election and any other related rights and obligation with respect to independent directors are based on Securities Exchange Act and other related regulations.

The Company may take out liability insurance for directors to provide coverage for their legal liabilities arising from the performance of their duties as they relate to the Company.

Article 16-1

The reward of the directors is given based on the basic reward standard of the industry. If the Company got profits, it also must give another reward based on Article 24.

Article 16-2

Based on Securities Exchange Act Article 14-4, the Audit Committee is composed of all independent directors, and one of the directors must become convener and at least one of the directors have an accounting and financial expertise. The Audit Committee rights and obligations are based on Securities Exchange Act and other related regulations.

Article 17

The Board of Directors shall appoint a Chairman to represent the Company and a Vice Chairman from among the board members. When the Chairman is on leave or unable to perform his or her duty, the Vice Chairman shall take the place of the Chairman. When the Vice Chairman is also on leave or unable to perform his or her duty, the Chairman shall designate one of the board members to take his or her place. If the Chairman fails to make designation, the board members shall appoint a member among themselves to take the place of the Chairman.

Article 18

The Board of Directors shall pass resolutions with over 1/2 quorum and the approval of over half of the quorum present, unless otherwise provided for in the R.O.C. Company Law and the Company's Articles of Incorporation.

In the case where the Board of Directors meeting is held via video conferencing, the board members who so attended shall be considered present in person. In the case where the board member is unable to attend, he or she may assign other board members to attend on his or her behalf with a proxy and shall specify the authorized scope of the proxy.

Article 18-1

In calling a meeting of the Board of Directors, a notice setting forth therein the subject(s) to be discussed at the meeting shall be given to each director no later than 7 days prior to the scheduled meeting date. However, in the case of emergency, the meeting may be convened at any time. The notice set forth in the preceding Paragraph may be affected by means of electronic transmission, emails or postal letters, after obtaining a prior consent from the recipient(s) thereof.

Article 19

The duties of the board members shall include:

Composing the business plan;
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Proposing earnings distribution plan or plan for making up the losses;
Proposing plan for capital increase or decrease;
Approving important corporate policies and contracts;
Electing and terminating the President and Managers of the Company;
Establishing and withdrawing the branch offices;
Approving the budget and financial accounts;
All matters shall be decided by resolutions of the Board of Directors, unless the Law or Articles of Incorporation provide certain matters shall be resolved at the Shareholders’ Meeting.
Any matter required by any other law, regulation, or bylaw to be approved by resolution at a shareholders' meeting or board meeting, or any such significant matter as may be prescribed by the competent authority.

Article 20, 21and 21-1 are no longer valid.

Chapter 5 Managers

Article 22

The Company shall appoint one to be CEO, one to be President, and some to be Managers of the Company. The appointment, dismissal, and remuneration packages for the Managerial officers of the Company are determined in accordance with Article 29 of the R.O.C. Company Law. Managerial officers shall be empowered to manage the Company's matters and sign relevant business documents, which are authorized by the Company's Articles of Incorporation or the employment contract.

Chapter 6 Accounting

Article 23

The Company's fiscal year shall be from January 1 to December 31. The Company shall make final accounts at the end of each fiscal year and the Board of Directors shall submit all reports in accordance with Article 228 of the R.O.C. Company Law, and shall submit the audit report of the aforementioned accounts to the Shareholders’ Meeting for approval

Article 24

If there is profit generated for the year, the Company shall set aside not less than 2% employee compensation and not more than 3% compensation for the directors. But if there are accumulated losses, the Company shall have reserved a sufficient amount to offset its accumulated losses.

If the Company made a profit for the year, the Company must pay tax and make up for the accumulated losses first, also share the remaining profit as follows:

I. Set aside 10% of the earnings as legal reserve. However, when the legal reserve amount equals to the paid-in capital of the Company, it is not subject or such restriction.

II. Set aside or reverse special reserve in accordance with the relevant laws and regulations.

III. Pay dividends or bonuses for an amount not less than 10% of the amount net of the legal reserve and special reserve as stipulated in the preceding paragraph. The Board of Director

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shall prepare the earnings distribution proposal for the resolutions of the shareholders’ meeting. However, if the earnings distribution proposal is for the distribution of dividend and bonus in cash entirely or partially, it shall be resolved by the Board of Directors with the attendance of more than two-thirds of the directors and the consent of the majority of attending directors; also, it shall be reported in the shareholders’ meeting.

If the Company has no loss, the legal reserve and the Company’s additional paid-in capital as stipulated in Paragraph 1, Article 241 of the Company Law can be distributed to the shareholders proportionally according to the resolution of the Board of Directors with the attendance of more than two-thirds of the directors and the consent of the majority of attending directors; also, it shall be reported in the shareholders’ meeting.

Article 24-2

The Company’s earnings distribution or loss recovery can be completed at the end of each interim fiscal year.

The Company before distributing the earnings of the first half of the fiscal year as stated in the preceding paragraph should estimate and retain the amount of tax payable, loss coverage, employee compensation, and the provision of earnings reserved in advance. However, when the legal reserve equals to the amount of paid-in capital, it is not subject to this restriction. The proposal for the earnings distribution or loss recovery in Paragraph 1 shall take into account the operating conditions and cash flows for the year; also, it should be submitted to the Audit Committee for review along with the business report and financial statements and then to the Board of Directors for resolutions, If the earnings distribution handled with new stock shares issued, the Board of Directors shall submit it in the shareholders’ meeting for resolutions in accordance with the provisions of Article 240 of the Company Law.

Article 25

In regard to all matters not provided for in the Articles of Incorporation, the R.O.C. Company Law shall govern.

Article 26

The Company’s Memorandum of Incorporation was stipulated on July 23, 1987. The 1[st] amendment of the MOI on May 2, 1988

The 2[nd] amendment of the MOI on June 12, 1989

The 3[rd] amendment of the MOI on September 25, 1989

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The 4[th] amendment of the MOI on November 22, 1989 The 5[th] amendment of the MOI on March 15, 1990 The 6[th] amendment of the MOI on September 29, 1990 The 7[th] amendment of the MOI on November 3, 1990 The 8[th] amendment of the MOI on April 29, 1991 The 9[th] amendment of the MOI on April 14, 1992 The 10[th] amendment of the MOI on June 3, 1993 The 11[th] amendment of the MOI on April 19, 1994 The 12[th] amendment of the MOI on April 28, 1995 The 13[th] amendment of the MOI on April 23, 1996 The 14[th] amendment of the MOI on May 14, 1997 The 15[th] amendment of the MOI on June 2, 1998 The 16[th] amendment of the MOI on June 5, 1999 The 17[th] amendment of the MOI on June 14, 2000 The 18[th] amendment of the MOI on May 15, 2001 The 19[th] amendment of the MOI on June 18, 2002 The 20[th] amendment of the MOI on June 25, 2003 The 21[th] amendment of the MOI on June 18, 2004 The 22[th] amendment of the MOI on June 20, 2005 The 23[th] amendment of the MOI on June 14, 2006 The 24[th] amendment of the MOI on June 13, 2007 The 25[th] amendment of the MOI on June 16, 2009 The 26[th] amendment of the MOI on June 10, 2011 The 27[th] amendment of the MOI on June 13, 2012 The 28[th] amendment of the MOI on June 18, 2013 The 29[th] amendment of the MOI on June 11, 2014 The 30[th] amendment of the MOI on July 29, 2014 The 31[th] amendment of the MOI on June 3, 2016 The 32[th] amendment of the MOI on June 5, 2018 The 33[th] amendment of the MOI on June 5, 2019 The 34[th] amendment of the MOI on June 5, 2020 The 35[th] amendment of the MOI on June 8, 2022 The 36th amendment of the MOI on June 6, 2023 The 37th amendment of the MOI on May 30, 2024

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Appendix IV ：

Yageo Corporation

Procedures for the Acquisition and Disposal of Assets

(Before Amendments)

Chapter I General Rules

Article 1 The “Procedures for the Acquisition and Disposal of Assets” (referred to as the “Procedures” hereinafter) is enacted in accordance with the provisions of Article 36-1 of the Securities and Exchange Act.
Article 2 The Company’s acquisition and disposal of assets shall be handled in accordance with the Procedures..

Article 3 The applicable scope of the assets referred to in the Procedures is as follows:

I. Investments in stocks, bonds, corporate bonds, financial bonds, fund-based securities, depositary receipts, call (put) warrants, beneficiary securities, and asset-based securities;
II. Real property (including land, housing and construction, investment real property, and right-of-use land) and equipment;
III. Membership cards;
IV. Intangible assets, such as, patents, copyrights, trademarks, and charters;
V. Right-of-use assets
VI. Claims of financial institutions (including receivables, exchanges discount and loans, and collections);
VII. Derivative products;
VIII. Assets acquired and disposed of in accordance with legal mergers, clearing, acquisitions, or share transfers;

IX. Other important assets;

Article 4 The terms used in the Procedures is defined as follows:

I. Derivative products: Its value is derived from the specific interest rate, financial instrument price, product price, exchange rate, price or rate index, credit rating or credit index, or forward contracts derived from other variables, option contracts, leverage bond contract, swap contract, the combination of the aforementioned contracts, embedded derivative portfolio contract, and structured products. The so-called forward contracts does not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts, and long-term purchase (sale) contracts.
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II. Assets acquired or disposed of by legal mergers, divisions, acquisitions, or share transfers: It refers to the assets acquired and disposed of by mergers, divisions, or acquisitions in accordance with the Business Mergers and Acquisitions Act, the Financial Holding Company Law, the Financial Institutions Merger Act, or other law, or issuing new shares according to Article 156-3 of the Company Law in exchange for the stock shares of other companies (referred to as “share transfers” hereinafter).
III. Related party and subsidiaries: It is recognized in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Firms.”
IV. Professional appraisers: It refers to the real property appraisers or other persons who are legally engaged in real property and equipment appraisal services.
V. Event date: It refers to the transaction contract signing date, payment date, entrusted transaction date, transfer date, board resolution date, or the date on which the transaction counterparty and transaction amount are fully determined, whichever is sooner. However, investors who are subject to the approval of the competent authorities shall comply with the date in the preceding paragraph or the date an approval received from the competent authorities, whichever is sooner.
VI. Investment in Mainland China: It refers to the investment in Mainland China in accordance with the “Regulations Governing the Approval of Investment or Technical Cooperation in Mainland China” promulgated by the Investment Commission, MOEA.
VII. Net value: It refers to the net value in the latest consolidated statement audited or certified by a public certified accountant.
Article 5 For the appraisal report or the opinion of an accountant, lawyer, or security underwriter obtained by the Company, the professional appraisal service company and its appraisers, accountants, lawyers, or security underwriters must meet the following requirements:
I. They have not been convicted of violating the Procedures, Company Act, Banking Act, Insurance Act, Financial Holding Company Act, Business Entity Accounting Act, or fraud, breach of trust, encroachment, falsification of documents or business crimes, and is subject to a term of imprisonment of more than one year. However, if the execution is completed, the probation period expires, or the pardon has been completed for three years, it is not subject to this restriction.
II. They are not a related party of or have a substantive relationship with the trade party.
III. If the company should obtain an appraisal report from two or more professional appraisal service companies, the appraisal companies or appraisers may not be related to each other or have a substantive relationship.

Chapter 2 Procedures

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Section 1 Formulation of procedures

Article 6 The formulation of the Procedures must be approved by the Audit Committee, resolved by the Board of Directors, and resolved in the shareholders meeting, and the same shall apply to the amendments.

In the event that the acquisition and disposal of an asset is reported to the Company’s Board of Directors for discussion in accordance with the provisions mentioned in the preceding paragraph, the opinions of each independent director shall be fully considered. If the independent director has had any objection or reservation, it shall be stated in the minutes of the board meeting.

The matters in Paragraph 1 shall be with the consent of a majority of the Audit Committee and shall be resolved in the board meeting.

If the said transaction of assets in the preceding paragraph is without the approval of a majority of the Audit Committee, it may be resolved with the consent of more than two-thirds of all directors; also, the resolution of the Audit Committee shall be stated in the minutes of the board meeting.

The members of Audit Committee mentioned in Paragraph 3 and the preceding paragraph and the board directors mentioned in the preceding paragraph are counted by the actual incumbent.

Article 7 The following matters are documented and handled in accordance with the Procedures:

I. Scope of assets: Please refer to Article 3 of the Procedures.
II. Evaluation procedures:
(I) Acquisition or disposal of securities
1. Evaluation: The undertaking unit shall make an assessment on the purpose of the transaction, the content of the subject matter, and the price reference.
2. 2.Pricing method:
  - (1)Acquiring or disposing of securities that have been traded in the stock exchange market or TPEx, depending on the listing or market price at the time.
  - (2)Acquiring or disposing of securities or private placement securities that are not traded in the stock exchange market or TPEx. Please refer to Article 10 of Section 2 of the Procedures for the pricing method.
(II) Acquisition or disposition of real property, equipment, or other right-of-use assets
- 1.Evaluation: The undertaking unit shall make an assessment on the purpose of the transaction, the content of the subject matter, the price reference, and the terms of collection and payment.
- 2.Pricing method: Please refer to Article 9 of Section 2 of the Procedures..
(III) Acquisition or disposal of intangible assets, or right-of-use assets or membership
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1.Evaluation: The undertaking unit should evaluate the benefit, the duration of the patent obtained, and the price reference.
2.Pricing method: Please refer to Article 11 of Section 2 of the Procedures.
(IV) Assets acquisition or disposal with a related party: Please refer to Section 3 of the Procedures.
(V) Engaged in derivatives trading: Please refer to Section 4 of the Procedures.
(VI) Business mergers, divisions, acquisitions, and share transfers: Please refer to Section 5 of the Procedures.

III. Operating procedures:

(I) Transaction amount and level:

  - 1.The purpose of the acquisition or disposal of assets is for the short-term fund planning and operation of the finance department (such as, money market operation tools, including bond funds). The so-called “short-term” in this clause meant for one year. However, if the Company’s business cycle is longer than one year, the business cycle shall prevail.

  - 2.Regarding the transaction amount of a derivative product, it refers to the transactions conducted within the derivative product transaction amount resolved by the Board of Directors.

(II) Execution unit:
- 1.Long-term and short-term portfolio investment: The stock affairs and finance related units.
- 2.Real property, other fixed assets, membership cards, and intangible assets: The application and asset management related unites.
- 3.Engaged in derivative products: The finance unit
- 4.Acquisition or disposal of assets by legal mergers, divisions, acquisitions, or transfer of shares: An ad hoc group formed by the relevant units.
IV. Announcement reporting procedure: Please refer to Chapter 3 of the Procedures.
V. The non-operating assets amount acquired by the Company and its subsidiaries:
- 1.The total amount of investment in non-operating real property or short-term securities is limited to 20% of the net value, and the amount of investment in individual short-term securities is limited to 10% of the net value.
- 2.The total amount of investment in long-term and short-term portfolio is limited to 250% of the net value, and the amount of investment in individual long-term securities is limited to 100% of the net value. If there is a major expansion in
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investment, the Board of Directors is authorized to have it approved and presented in the shareholders meeting for resolutions.

VI. The Company shall supervise the acquisition or disposal of assets of its subsidiaries, and its supervision and management shall be handled in accordance with the relevant provisions of the Company and the “Procedures for the Acquisition or Disposal of Assets” of each subsidiary.
VII. The violation committed by the relevant personnel against the “Guidelines Governing the Acquisition or Disposal of Assets of the Public Companies” or the Procedures should be handled in accordance with the relevant requirements of the Company.

The subsidiaries of the Company shall enact and implement the “Procedures for the Acquisition or Disposal of Assets” in accordance with the provisions of the Procedures. If the subsidiary does not have the “Procedures for the Acquisition or Disposal of Assets” formulated, it should be handled in accordance with the provisions of the Procedures.

Article 8 If the Company’s acquisition or disposal of assets must be approved by the Board of Directors according to the Procedures or other laws, it shall be reported to the Audit Committee for approval in advance.
When the Company has the acquisition or disposal of the asset transactions presented to the Board of Directors for discussion in accordance with the provisions of the preceding paragraph, the opinions of the independent directors should be fully considered. The objections or reservations, if any, of the independent directors should be stated in the minutes of board meeting.

The Company’s major assets or derivative product transactions shall be approved by a majority of the Audit Committee members, resolved by the Board of Directors, and subject to the provisions of Paragraph 4 and 5 of Article 6.

Section II Acquisition or disposal of assets

Article 9 For the acquisition and disposal of real property, equipment, or its right-of-use assets by the Company, except for the transactions with domestic government agencies, construction on proprietary land, construction on leased land, or acquisition and disposal of commercial equipment or its right-of-use assets, if the transaction amount exceeds 20% of the Company’s paid-in capital or NT$300 million, an appraisal report should be received from the professional appraiser before the event date in compliance with the following provisions:
I. When the transaction price must be set by referring to the limited price, specific price, or special price for a special reason, such transaction must be resolved in the board meeting in advance; any change in the transaction conditions in the future should be handled the same way
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II. If the transaction amount exceeds NT$1 billion, an appraisal report should be obtained from more than two professional appraisers.
III. If the appraisal result of the professional appraiser is with any of the following situations, except for when the appraisal result of the acquired assets is higher than the transaction amount or when the appraisal result of the assets disposed is lower than the transaction amount, the accountant should be commissioned to have it handled in accordance with express an opinion on the reasons for the differences and the adequacy of the transaction price:
- (I) The difference between the appraisal result and the transaction amount exceeds 20% of the transaction amount.
- (II) The difference in appraisal result between two or more professional appraisers exceeds 10% of the transaction amount.
IV. The date of the report issued by the professional appraiser and the contract signing date shall not be apart for more than three months. However, if the present value of the same announcement period is applied and it has not exceeded six months, the original professional appraiser may issue a written opinion.
Article 10 For the acquisition and disposal of securities, the Company shall obtain the most recent
financial statements of the target company that have been audited or verified by the accountant in advance for reference in appraisal. In addition, if the transaction amount accounted for more than 20% of the company’s paid-up capital or NT$300 million, the accountant should be consulted before the event date to express an opinion on the reasonableness of the transaction price. However, if such securities are with a public offer or the Financial Supervisory Committee (referred to as the “FSC” hereinafter) has it stipulated otherwise; it is not subject to the said requirements.
Article 11 If the Company’s acquisition and disposal of intangible assets, right-of-use assets, or membership for a transaction amount exceeding 20% of the Company’s paid-up capital or NT$300 million, except for the transactions conducted with domestic government agencies, the accountant should be consulted before the event date to express an opinion on the reasonableness of the transaction price
Article 11-1 The calculation of the transaction amount in the last three paragraphs should be handled in accordance with Paragraph 2 of Article 30; and the so-called “within one year” should be retroactively calculated for one year based on the event date. The transactions that are with an appraisal report received from the professional appraiser or with the accountant’s opinion obtained according to the provision of the Regulations are exempted from being incorporated into the retroactive calculation.
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Article 12 For the acquisition and disposal of assets through the procedure of court auction, the certificate issued by the court may be used to replace the appraisal report or the opinion of an accountant.

Section III Related party transactions

Article 13 For the acquisition and disposal of assets between the Company and its related parties, in addition to handling matters in accordance with the relevant resolution procedures stated in the preceding paragraph and this paragraph, and assessing the reasonableness of the transaction conditions, when the transaction amount accounted for more than 10% of the Company’s total assets, the appraisal report issued by the professional appraiser or the accountant’s opinion shall be obtained in accordance with the provisions stated in the preceding paragraph.

The calculation of the transaction amount in the preceding paragraph shall be handled in accordance with the provisions of Article 11-1.

When judging whether the counterparty is a related party, in addition to paying attention to its legal form, the substantive relationship should also be considered.

Article 14 For the acquisition and disposal of real property or its right-of-use assets with the related party, or for the acquisition and disposal of assets or right-of-use assets other than the real property for an amount exceeding 20% of the Company’s paid-in capital, 10% of the total assets, or NT$300 million, except for the trade of domestic bonds, R/P and R/S bonds, subscription or R/P of monetary market fund issued by domestic securities investment trusts industry, the following information should be submitted to the Audit Committee for approval and to the Board of Directors for resolutions before having the trade contract signed and payment made:
I. The purpose, necessity, and expected benefits for the acquisition and disposal of assets; II. The reason for having the related party selected as the counterparty;
III. The relevant information used to assess the reasonableness of the trade conditions related to the acquisition and disposal of real property or its right-of-use assets with the related party according to the provisions of Article 15 and Article 16;
IV. The original acquisition date and price of the related party, the counterparty, and its relationship with the Company and the related party;
V. The monthly cash receipts and payments forecast in the coming year starting from the contracting month, and assessing the necessity of the transaction and the rationality of the use of funds;
VI. The appraisal report issued by the professional appraiser or accountant’s opinion
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obtained in accordance with the provisions stated in the preceding paragraph; VII. The restrictions and other important agreed matters of this transaction;

For the following transactions conducted between the Company and its parent company, subsidiaries, or the subsidiaries with 100% issued shares or total capital held by the Company directly or indirectly, the Board of Directors may authorize the Chairman to make a discretional decision for a certain amount in accordance with Section 3, Paragraph 1 of Article 7, and then report it in the most recent board meeting afterward for approval:

I. Obtain or dispose of equipment or its right-or-use assets for business operation.

II. Obtain or dispose of the real estate and its right-of-use assets for business operation.

In the case of reporting matters to the Board of Directors in accordance with the provision stated in Paragraph 1, the opinions of each independent director should be fully considered. If the independent directors have objections or reservations, they should be stated in the minutes of board meeting.

In the case of reporting matters to the Audit Committee for acceptance in accordance with the provisions in Paragraph 1, it should be approved by a majority of the members of the Audit Committee and resolved in the board meeting in accordance with the relevant provisions of Paragraph 4 and 5 of Article 6.

The Company or its subsidiary that is not a domestic public-listed company may not proceed

with entering into any agreement or assuming payment obligation for any transaction that is mentioned in the First Subparagraph and with an amount equals to or exceeds 10% of the Company’s total assets before the Company has submitted the information listed in the First Subparagraph to and obtained approval from the shareholders’ meeting. However, this Paragraph does not apply to transactions between the Company and its parent company or subsidiary or among its subsidiaries.

The amount concerning the First Subparagraph and the above Subparagraph shall be calculated in accordance with Article 30-2. However, the amount that has been submitted to and approved by the Audit Committee and further approved by the Shareholders’ Meeting and the Board of Directors in accordance with this processing procedure within one year prior to the date on which the transaction in question takes place may be exempted from the said calculation.

Article 15 The acquisition of real property or its right-of-use assets from related parties should be with

the reasonableness of transaction cost assessed in accordance with the following methods:

I. The necessary fund interest and the cost of the buyer by law should be charged according to the transaction price of the related party. The so-called “necessary fund interest cost” is computed according to the weighted average interest rate of the loans in the year the Company purchased the assets, but it shall not be higher than the non-financial industry maximum loan rate announced by the Ministry of Finance.
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II. If the related party has provided the subject matter as collateral for a loan from the financial institution, the financial institution will estimate the total value of such subject matter, but the cumulative loan granted by the financial institution for the subject matter shall exceed 70% of the total estimated value for a loan period more than one year. However, if the financial institution has maintained a relationship with one of the two trading parties, it is not subject to such requirement.

For the acquisition or lease of the same object of land and building, the transaction cost of the land and the building can be assessed separately according to any of the methods stated in the preceding paragraph

For the acquisition of real property or its right-of-use assets from the related parties, the Company, in addition to assessing the cost of the real property or its right-of-use assets according to the provisions in the Paragraph 1 and Paragraph 2, shall consult the accountant for a review with specific opinions expressed.

For the acquisition of real property or its right-of-use assets from the related parties, in any of the following circumstances, it shall be handled in accordance with the provisions stated in Article 14 instead of the provisions stated in the last three paragraphs:

(I) The related party has acquired the real property or its right-of-use assets due to inheritance or gift.
(II) The time for the related party to contract for the acquisition of real property or its right-of-use assets has been more than five years from the contracting date of this transaction.
(III) Sign a contract for co-construction with the related party, or obtain the real property that is constructed by the related party through the construction on the proprietary land or construction on the leased land.
(IV) The real property and its right-ose use assets acquired for business operation between the Company and its parent company, subsidiaries, or the subsidiaries with 100% issued shares or total capital held by the Company directly or indirectly.

Article 16 If the valuation result performed by the Company in accordance with the provisions stated

in Paragraph 1 and Paragraph 2 is lower than the transaction price, it shall be handled in accordance with the provisions of Article 17. However, if it is due to the following reasons with objective evidence presented and the specific reasonable opinions of the real property appraisers and accountants are obtained, it is not subject to the said requirement:
I. If the related party has acquired land or a leased land for construction, it has to prove its complying with one of the following conditions:
(I) Plain land should be assessed according to the method stipulated in the preceding paragraph. Building is calculated according to the construction cost of the related party plus reasonable construction profit, which exceeds the actual transaction price.
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The so-called “reasonable construction profit” is based on the lower of the average operating gross profit margin of the related party’s construction department in the last three years or the latest construction industry gross profit margin announced by the Ministry of Finance.

(II) The trade of other floors in the same building or in the adjacent areas completed within one year by the non-related party, and the trade conditions are equivalent judging by the price difference of the reasonable floor or region in the general real property trade practice.
II. The Company proves that the real property purchased or its right-of-use assets obtained by lease from the related party are with equivalent conditions to the trading conditions of other non-related party’s trade in the adjacent area for the similar floorage within one year.

The so-called “adjacent area” trade mentioned in the preceding paragraph is based on the same or adjacent street and distanced from the target subject less than 500 meters away or with similar present value. The so-called “similar floorage” is based on the trade floorage of the non-related party that is not less than 50% of the transaction floorage of the subject matter. The so-called “within one year” is to calculate price retroactively for one year based on the event date of the acquisition of real property or its right-of-use assets.

Article 17 For the acquisition of real property or its right-of-use assets from the related parties, if the evaluation results are lower than the transaction price according to the provisions stated in Article 15 and Article 16, the following matters shall be handled:
I. For the difference between the transaction price and assessed cost of the real property or its right-of-use assets, a special reserve shall be appropriated in accordance with Paragraph 1 of Article 41 of the Securities and Exchange Act, and it shall not be distributed or capitalized with stock shares distributed. If the invested company under the equity method is found with the aforementioned situations, the Company should have a special reserve appropriated proportionally to the shareholding ratio in accordance with the provisions of Paragraph 1 of Article 41 of the Securities and Exchange Act.
II. The independent directors of the Audit Committee shall handle the matter in accordance with Article 218 of the Company Law.
III. The processes stated in Paragraph 1 and Paragraph 2 should be reported in the shareholders meeting and the details of the transaction should be disclosed in the annual report and the prospectus.

For the special reserve appropriated the Company according to the provision stated in the preceding paragraph, it cannot be used until the assets purchased or leased at a high price is with the loss in valuation recognized, disposed, lease terminated, or properly compensated or resumed to its original form, or concluded as reasonable with proof, and with the approval

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of the Financial Supervisory Commission.

For the acquisition of real property or its right-of-use assets from the related party by the Company, if there is any evidence that the transaction is with irregular business practice, it shall also be handled in accordance with the provisions stated in the last two paragraphs.

Section 4 Engaged in Derivative Financial Products Trading

Article 18 The Company shall engage in the transaction of derivative products with attention paid to the following risk management and audit control:

I. Trading principles and guidelines:
(I) Types of derivative product transactions:

The Company may engage in all derivative products as defined in Paragraph 1 of Article 4 of the Procedures.

(II) Operating or hedging strategy:

The transactions of the derivative products referred to in the Procedures may be classified as “not for trading purposes” and “for trading purposes” by holding or issuing purposes.

“For trading purposes” means that the purpose of holding or distributing derivative products is to earn the trading spread, including trading activities that are measured at fair value through profit or loss. Also, it is operated on a flexible and maneuverable basis.

“Not for trading purposes” means that the purpose of holding or distributing derivative products is to circumvent the risks arising from changes in the financial market interest rates, exchange rates, stock prices, and asset prices of the Company now or in the future. Also, it is operated on the principle of stability and conservativeness

(III) Division of powers and responsibilities:

1.Accounting Unit:
(1)Practice bookkeeping and prepare financial statements in accordance with generally accepted accounting principles.

(2)Regular announcements and declarations

2.Finance Unit:
(1)Keep abreast of market information, judge trends and risks, and be familiar with derivative products.
(2)Estimate the Company’s overall foreign exchange and other hedging position demand, avoid risks according to the Company’s policies, and target on revenues and costs.
(3)Master the derivative product position transactions, calculate the realized and unrealized gains and losses, and control the trading risk.
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(4)Coordinate with the use of bank credit line and calculate cash flow in detail in

order to handle the settlement task.

3.Audit Unit:

Perform regular and occasional audits in accordance with the internal audit system.

(IV) Performance assessment essentials:

The Finance Department should periodically assess the net profit and loss and provide a transaction position assessment report to the responsible supervisor as a basis for management reference and performance evaluation I order to adjust and improve operational strategies.

(V) Total amount of trade contract:

1.Not for trading purposes:

It is limited to the total amount of assets or liabilities that the Company has had and expected to generate within the year.

2.Total product trade amount:

The total amount of the trade contract at any one point of time does not exceed 10%

of the Company’s net value.

(VI) The limits for total and individual contract loss:
1.Not for trading purposes:
- (1)The estimated loss of a single contract does not exceed 20% of the trade amount converted into New Taiwan Dollar.
- (2) The estimated total loss of contracts does not exceed 10% of the trade amount converted into New Taiwan Dollar.
2.Product trade

The maximum loss limit is not set by individual contract, and the same standard contract is used to determine the total contract loss limit for each type of derivative product:

(1)Forward contract or futures: The difference between the market price and the average cost of the holding position is 5%.
(2)Options:

The Company is the buyer: the limit of premium paid is capped at 5% of the total

contract amount.

The Company is the seller: In addition to the royalties collected, 5% of the total contract amount is charged.

(3)SWAP and other portfolio: 5% of the total contract amount.

II. Risk management measures: It is handled according to the provisions of Article 19 of the Procedures.

III. Internal audit system: It is handled according to the provisions of Paragraph 2 of Article

21 of the Procedures.

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IV. Regular evaluation methods and abnormal situation handling: It is handled according to the relevant provisions of the Procedures.

Article 19 The Company while engaging in derivative products trading should adopt the following risk management measures:

I. The scope of risk management
(I) Credit risk:

The Company’s trading partners are the banks that have contacts with the Company or internationally renowned financial institutions that can provide professional information.

(II) Market price risk:

The Company shall control the market price risk of derivative products at any time that is arising from the changes in interest rates and exchange rate or other factors.

(III) Liquidity risk:

To ensure liquidity, the counterparty of the transaction must have sufficient equipment, information, and trading capabilities, and can trade in any market.

(IV) Cash flow risk:

The Company shall maintain sufficient quick assets and financing credits in response to the demand for fund settlement.

(V) Operations risk:

According to the division of powers and responsibilities of each department, the processes of transaction, confirmation, settlement, accounting, and profit and loss control are managed by the respective responsible department in order to reduce the operations risk.

(VI) Law risk:

The documents signed by the Company and the counterparty should be reviewed by internal legal personnel or legal consultants with legal advices provided.

II. Traders engaged in derivative products and operators for confirmation and settlement shall not be the same individuals.
III. The personnel responsible for risk measurement, supervision, and control, and the operators for confirmation and settlement as stated in the preceding paragraph shall be in different departments, and shall report to the Board of Directors or high-level supervisors who are not responsible for trade or the decision-making of the position.
IV. The position of the derivative product intended for trade purpose shall be assessed at least once a week, but the risk-hedging transaction (not for trade purpose) required for the business is to be assessed at least twice a month. The evaluation report shall be submitted to the senior executives authorized by the Board of Directors.
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Article 20 The Board of Directors shall strictly supervise and manage the derivative product transaction of the Company according to the following principles:
I. Designate senior executives to pay attention to the supervision and control of derivative product trading risks.
II. Regularly assess whether the performance of the derivative product transaction is in line with the established business strategy and whether the risk assumed is tolerable to the Company.

The senior executives authorized by the Board of Directors shall manage the derivative product transactions in accordance with the following principles:

I. Regularly assess whether the currently used risk management measures are appropriate and whether it is handled in accordance with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” and the Procedures.
II. Supervise the transaction and profit and loss situation, if abnormal circumstances are found, the necessary countermeasures shall be taken, and report to the Board of Directors immediately. The independent directors shall attend the boarding meeting and express their opinions.

The Company when engaging in the derivative product transactions through the personnel authorized in accordance with the “Procedures for Engaging in Derivative Products” shall report it to the Board of Directors afterward.

Article 21 In the case of a derivative product transaction, the Company shall have a memorandum established with the type and amount of the derivative product transaction, the resolution date of the board meeting, and the respective criteria for prudent assessment according to Paragraph 4 of Article 19, Section 2, Paragraph 1 and Section 1 of Paragraph 2 of Article 20 detailed in the memorandum.

The internal auditors of the Company should regularly understand the adequacy of the internal control for derivative product transactions, and audit the compliance of the trade department in derivative product transactions on a monthly basis with an audit report issued. If major violations are found, the Audit Committee shall be notified in writing.

Section V Business mergers, divisions, acquisitions, and share transfers

Article 22 The Company shall, in the course of convening a board meeting to resolve the proposal for a merger, division, acquisition, or share transfer, commission an accountant, a lawyer, or a securities underwriter to express an opinion on the reasonableness of the conversion ratio, the purchase price, or the distribution of cash or other property to the shareholders and have it presented to the Board of Directors for resolutions in advance. However, for the merged subsidiaries with 100% issued shares or total capital held by the Company directly or
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indirectly, or, for the mergers between the subsidiaries that are with 100% issued shares or total capital held by the Company directly or indirectly, it is not necessary to obtain an opinion on the reasonableness of the aforementioned transaction criteria from the said experts.

Article 23 The Company shall have the mergers, divisions, or acquisitions contractual contents and related matters included in the public documents presented to the shareholders before the shareholders meeting, together with the expert opinions stated in Paragraph 1 and the shareholders meeting notice for the reference of the shareholder in deliberating the decision of a merger, division, or acquisition. However, for the mergers, divisions, or acquisitions that are exempted from being resolved in the shareholders meeting by law, it is not subject to this requirement.

For those companies participating in a merger, division, or acquisition or the shareholders meeting of the Company, if a shareholders meeting cannot be convened or resolved due to the insufficient attendance, insufficient voting rights, or other legal restrictions, or the proposal is rejected in the shareholders meeting, the Company should have the root cause announced to the public immediately, including the follow-up operations and the date on which the shareholders meeting is expected to be held.

Article 24 The companies or the Company participating in a merger, division, or acquisition, unless otherwise provided by other law or for specific reasons approved by the Financial Supervisory Commission, should have the board meeting and shareholders meeting convened on the same day to resolve the merger, division, or acquisition related matters. The companies and the Company participating in the share transfer, unless otherwise provided by other law or for specific reasons approved by the Financial Supervisory Commission, should have the board meeting convened on the same day.

The Company participating in mergers, divisions, acquisitions, or share transfers shall have the following data composed into written records and kept for five years for future reference:

I. Basic personnel information: It includes the persons who participated in the merger, division, acquisition, or share transfer plan before the news is announced to the public, or their title, name, and identity card number (or passport number of foreigners).
II. Important event date: It includes the dates of, such as, signing a letter of intent or memorandum, entrusting financial or legal counsels, signing a contract, and the board meetings.
III. Important documents and meeting minutes: It includes mergers, divisions, acquisitions, or share transfers plans, letters of intent or memoranda, important contracts, and minutes of board meetings.

The Company participating in mergers, divisions, acquisitions, or share transfers shall,

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within two days from the date of the resolution reached in the board meeting, prepare the data as indicated in Paragraph 1 and Paragraph 2 in the described form and then report to the Financial Supervisory Commission for future reference by the Internet Information System. The non-listed companies or companies without stock traded at TPEx participating in mergers, divisions, acquisitions, or share transfers should sign an agreement with the Company in accordance with the provisions of Paragraph 3 and Paragraph 4.

Article 25 All individuals who participate in or are aware of the mergers, divisions, acquisitions, or share transfers plans of the Company shall sign a written confidentiality agreement. The contents of the plan shall not be disclosed to the public before the news is announced, nor may they buy the stock shares or stock-based securities from the companies related to the mergers, divisions, acquisitions, or share transfers in their own name or in the name of others.
Article 26 When the Company participates in mergers, divisions, acquisitions, or share transfers, the conversion ratio or purchase price shall not be arbitrarily changed except in the following cases, and the acceptable changes shall be defined in the merger, division, acquisition, or share transfer contract:
I. Handle cash capital increase; issue convertible corporate bonds, stock dividend, bond with attached warrant, preferred stocks with attached warrants, warrants, and other stock-based securities.
II. Dispose the major assets of the Company and other activities that affect the Company’s financial business.
III. The occurrence of major disasters and major technological changes that affect the shareholders’ equity or securities prices of the Company;
IV. The adjustment made to the treasury stock repurchased by one of the companies involved in the merger, division, acquisition, or share transfer;
V. Changes in the number of entities or companies involved in the merger, division, acquisition, or share transfer;
VI. Other conditions for making changes are detailed in the contract and disclosed to the public.
Article 27 In the case of participation in a merger, division, acquisition, or share transfer, the Company should detail the relevant rights and obligations and the following matters in the contract: I. The treatment of default;
II. The principle of dealing with stock-based securities issued or treasury stock repurchased before the company is eliminated or divided due to a merger.
III. The shares of treasury stock to be repurchased by the participating company after the
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base date of conversion ratio calculation and its principle of handling;

IV. The principle of dealing with the changes in the number of participating entities or companies;
V. The progress of the project planned and the completion date scheduled;
VI. The relevant processing procedures to be implemented when the plan is not completed within the time limit, such as, the scheduled date of the shareholders meeting that is to be convened in accordance with the law;
Article 28 After participating in a merger, division, acquisition, or share transfer, and disclosing the information to the public, if any of the participating companies intends to merge, divide, acquire, or transfer shares with other companies, unless the number of participating companies is reduced and it is resolved in the shareholders meeting to authorize the Board of Directors to change the authority, which is then exempted from convening the shareholders meeting to reach a resolution again, the completed procedures or legal act in the original merger, division, acquisition, or share transfer shall be carried out again by all the participating companies.
Article 29 If a company that participates in a merger, division, acquisition, or share transfer is not a public company, the Company should have an agreement signed with it in accordance with Articles 24, Article 25, and Article 28.

Chapter III Information disclosure

Article 30 For the acquisition and disposal of assets by the Company with any of the following situations occurred, prepare the relevant data and then submit it to the website designated by the Financial Supervisory Commission for future reference within two days from the event date:
I. It is for the acquisition and disposal of real property or its right-of-use assets with the related party, or for the acquisition and disposal of assets other than the real property or its right-of-use assets for an amount exceeding 20% of the Company’s paid-in capital, 10% of the total assets, or NT$300 million. However, the trade of domestic bonds, R/P and R/S bonds, subscription or R/P of monetary market fund issued by domestic securities investment trusts industry is not subject to this requirement.
II. Initiating mergers, divisions, acquisitions, or share transfers;
III. The derivative product trade loss reached the limits defined for a master and an individual contract, respectively, according to the Procedures;
IV. For the acquisition and disposal of commercial equipment or its right-of-use assets conducted with a non-related party for an amount exceeding the quota stated as below:
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(I) The public company with a paid-in capital less than NT$10 billion and a transaction amount exceeding NT$500 million;
(II) The public company with a paid-in capital exceeding NT$10 billion and a transaction amount exceeding NT$1 billion.
V. For the acquisition of real property by a construction on the proprietary land, a construction on the leased land, joint construction with unit division, joint construction with percentage division, and joint construction with land/building sale division, also, the trade counterparty is not a related party, the Company expects to invest for an amount exceeding NT$500 million.
VI. It is for the asset transaction or investment in Mainland China other than those stated in the last five paragraphs for an amount exceeding 20% of the Company’s paid-in capital or NT$300 million. However, the following situations are not subject to this requirement:
(I) Trade of domestic bonds or foreign government bonds or foreign government bonds that have sovereign ratings not lower than the same of our country;
(II) Trade of R/P & R/S bond, subscription or R/P of monetary funds issued by domestic securities investment trusts;

The transaction amount in the preceding paragraph is calculated as follows:

I. The amount of each transaction;
II. The accumulated amount of the acquisition and disposal of the same subject matter with the same counterparty within one year;
III. The accumulated amount (the amount of acquisition and disposal is accumulated separately) of the acquisition and disposal of real property or its right-of-use assets in the same development project within one year;
IV. The accumulated amount (the amount of acquisition and disposal is accumulated separately) of the acquisition and disposal of the same marketable securities within one year;

The so-called “within one year” in Paragraph 2 should be retroactively calculated for one year based on the event date. The transactions that are announced in accordance with the Procedures are exempted from being incorporated into the retroactive calculation. The Company shall, on a monthly basis, submit the derivative products transactions of the Company and its subsidiaries that are not domestic public companies as of the end of last month in the described format to the website designated by the Financial Supervisory Commission before the 10th day of each month.

The mandatory announcement made by the Company with any errors or omissions found at the time being should be corrected and re-announced within two days from the finding day. For the acquisition and disposal of assets by the Company, the relevant contracts, meeting minutes, memorandum, appraisal reports, and the written opinions of the accountants, lawyers, or securities underwriters should be placed within the Company for at least five

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years, unless otherwise provided by law.

Article 31 For the transactions declared and reported by the Company in accordance with the provisions stated in the preceding paragraph with one of the following circumstances, it should be reported on the website designated by the Financial Supervisory Commission within two days from the event date:
I. The relevant contract signed for the original transaction has been changed, terminated, or cancelled.
II. Mergers, divisions, acquisitions, or share transfers are not completed according to the contractual schedule.

III. The contents of the original announcement have been changed.

Chapter IV Annex

Article 32 The subsidiary of the Company is not a public company in Taiwan and the matters related to the acquisition and disposal of assets that should be announced in accordance with Chapter III will be handled by the Company.

For the subsidiary stated in the preceding paragraph that is subject to the reporting standards stated in Paragraph 1 of Article 30, which refers to an amount of the paid-up capital or total assets, it shall base on the paid-in capital or total assets of the Company.

Article 32-1 For the requirement of “10% of the total assets,” the calculation is based on the total assets in the most recent proprietary or individual financial statements that are prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Firms.”

For the Company’s stock without a par value or with a par value not for NT$10, the requirement for the transaction amount exceeding “20% of the paid-up capital” is calculated at 10% of the equity of the parent company. also, when the paid-in capital is NT$10 billion, the transaction amount is calculated according to the “NT$20 billion attributable to the ” shareholders’ equity of the parent company .

Article 33 The Procedures will be implemented with the approval of the shareholders meeting.

Article 34 The Procedures were enacted on June 25, 2003.

The 1st amendment was made on June 13, 2007. The 2nd amendment was made on June 13, 2008. The 3rd amendment was made on June 16, 2009. The 4th amendment was made on June 10, 2011.

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The 5th amendment was made on June 13, 2012. The 6th amendment was made on June 18, 2013. The 7th amendment was made on June 11, 2014. The 8th amendment was made on June 6, 2017. The 9th amendment was made on June 5, 2018. The 10[th] amendment was made on June 5, 2019. The 11[th] amendment was made on September 7, 2021. The 12[th] amendment was made on June 8, 2022.

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Appendix V ：

Yageo Corporation

Regulations Governing Election of Directors

(Before Amendments)

Article 1: The election of the directors of the company shall be conducted in accordance with the “Regulations Governing Election of Directors.”
Article 2: Elections of directors of the company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.
The election of the company’s directors is with the cumulative voting system adopted. The voter’s name may be replaced by the attendance certificate number printed on the ballot. Each share shall have the same voting rights as the number of directors to be elected with all votes casted to one candidate or to several candidates.
At the time of election, independent directors and non-independent directors are selected together. When elected, the number of independent directors and general directors are calculated separately.
The election and qualifications of independent directors related to these Regulations shall be handled in accordance with the Company Act, Securities Exchange Act, and relevant law and regulations in addition to these Regulations.
Article 3: At the time of election, independent directors and non-independent directors are selected together. When elected, the number of independent directors and non-independent directors are calculated separately. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
Article 4: The chair at the beginning of the election shall appoint a number of monitoring personnel who are with a shareholder status and counting personnel to perform the respective duties of vote.
Article 5: The board of directors shall prepare the election ballots and have them numbered according to the attendance certificate number, and shall fill in the number of voting rights.
Article 6: The voters should indicate the name or title of the person to be elected in the “candidate” column on the ballot. The candidates to be elected are indicated on the candidate list announced by the Company. In the case of candidates with the same name, the identification method should be added according to the content of the announcement.
Article 7: A ballot is invalid under any of the following circumstances:
(I) A ballot complying with the Rules is not used.
(II) A blank ballot is placed in the ballot box.
(III) A ballot is not filled in according to the provisions of Article 6 or is with other words or marks included.
(IV) There are more than two candidates’ names entered in the ballot.
(V) The writing in the ballot is unclear and indecipherable or has been altered.
Article 8: After the voting result is checked by the monitoring personnel for the sum of valid votes and invalid votes, the number of valid votes and voting rights and the number of invalid votes and voting rights shall be documented respectively, and the name of the elected person and shareholder number shall be announced by the chair.
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Article 9: The company’s shareholders meeting shall issue notifications to the persons elected as directors.
Article 10: Matters not addressed in the “Regulations” shall be handled in accordance with the provisions of the Company Act and relevant law and regulations.
Article 11: The “Regulations” shall be implemented after being resolved in the shareholders meeting. Subsequent amendments thereto shall be handled in the same manner.
Article 12: These Regulations were stipulated on March 15, 1990. The 1[st] amendment was made on June 18, 2002.
The 2[nd] amendment was made on June 14, 2006. The 3[rd] amendment was made on June 13, 2007. The 4[th] amendment was made on June 16, 2009. The 5[th] amendment was made on June 10, 2011. The 6[th] amendment was made on June 13, 2012. The 7[th] amendment was made on June 11, 2014. The 8[th] amendment was made on June 5, 2018.
The 9[th] amendment was made on June 5, 2019.
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Appendix VI ：

Current Shareholding of Directors

The paid-in capital of the Company is NTD 5,188,164,070, with a total of 518,816,407 outstanding shares.
According to Article 26 of the Securities and Exchange Act：
(1) The minimum number of shares to be held by the entire directors is 16,602,125 shares.
(2) As the Company has established the Audit Committee, the minimum shareholding requirements for supervisors are not applicable.
As of the date for book closure for this shareholders’ meeting, the shareholding of each individual

and entire directors stipulated in the shareholders roster is as follows:

		Record Date: March 29, 2025	Record Date: March 29, 2025
Title	Name	Shareholding on the shareholders’ registry
		Shares	Ratio (%)
Chairman	TMC Family Heritage Representative: Tie-Min Chen	29,220,353	5.63%
Director	Hsu Chang Investment Ltd. Representative: Chin-San Wang, Shih-Chien Yang, Deng-Rue Wang, Ching-Chang Yen, Shu-Chen Tsai	3,822,341	0.73%
Independent Director	Cheng-Ling Lee	-	0.00%
Independent Director	Lin Hsu Tun Son	-	0.00%
Independent Director	Lai-Fu Lin	-	0.00%
Total		33,042,694	6.36%

Note: The book closure period for this shareholders’ meeting is from March 29, 2025 to May 27, 2025.

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AI assistant

YAGEO — AGM Information 2025

52008_rns_2025-08-13_4a955e26-0360-4035-be3a-4249f03ee1ad.pdf

Stock Code: 2327

YAGEO Corporation

2025 Annual Shareholders’ Meeting

Meeting Agenda

Table of Contents

YAGEO Corporation

Year 2025

Procedure for Annual Shareholders’ Meeting

YAGEO Corporation

2025 Annual Shareholders’ Meeting

Agenda

Report Items

Item a: 2024 Annual Business Report

YAGEO Corporation

2024 Annual Business Report

1. 2024 Financial Performance:

2. 2024 Budget Execution Rate:

3. Financial Ratio Analysis:

4. 2025 Operating Plan:

YAGEO Corporation

Item c: Year 2024 Earnings Distribution Report

Yageo Corporation

Earnings Distribution Proposal

Year 2024

Item d: Report on 2024 employees' and directors' remuneration

Item e: Report on the amendments to the Corporate Governance Best Practice Principles

Item f: Corporate Bond Issuance Status.

Ratification:

Item a

Proposal: Adoption of the 2024 Closing Accounts (Proposed by the Board of Directors)

Discussions:

Item a

Discussion on the issuance of Employee Restricted Stock Awards. (Proposed by the Board of Directors)

Item b

Amendments to the Articles of Incorporation. (Proposed by the Board of Directors)

Item c

Amendment to the Procedures for Acquisition and Disposal of Assets. (Proposed by the Board of Directors)

Item d

Amendment to the Regulations Governing Election of Directors. (Proposed by the Board of Directors)

Election:

Item a

Election of two Additional Directors. (Proposed by the Board of Directors)

Other Items:

Item a

Proposal of Release the Prohibition on Directors from Participation in Competitive Business. (Proposed by the Board of Directors)

Extraordinary Motions

Adjournment

Attachment I ：

Comparison Table for the Corporate Governance Best Practice Principles Before and After Amendments Table

Attachment II ：

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Impairment Assessment for Goodwill

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

YAGEO CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

YAGEO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

YAGEO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

YAGEO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

YAGEO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

YAGEO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

YAGEO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

YAGEO CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

YAGEO AGM Information 2025