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Advantech Co., Ltd. AGM Information 2026

Jun 16, 2026

52053_rns_2026-06-16_15af40d5-97aa-4b02-9789-06f9b0009663.pdf

AGM Information

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ADVANTECH Co., Ltd.
2026 Annual General Shareholders’ Meeting
Meeting Minutes
(Translation)

Meeting Time: 9:00a.m., 29th May, 2026

Meeting Venue: Neihu Headquarters (B1, No.1, Line 20, Lane 26, Rueiguang Road, Neihu District, Taipei City)

Method of Convening the Meeting: Hybrid (in-person and video conference)

E-Meeting Platform: Shareholders meeting e-Voting Platform-Hybrid Shareholders’ Meeting by Taiwan Depository & Clearing Corporation website:
(https://stockservices.tdcc.com.tw)

The total outstanding ACL shares: 868,254,487 shares

The total shares represented by shareholders present in person or by proxy: 868,254,487 shares
(among them, 494,598,208 shares voted via electronic transmission and E-Meeting)

The Percentage of shares held by shareholders present in person or by proxy: 91.07%

Chairman: K.C Liu, the Chairman of the Board of Directors

Attendees: K.C Liu (Chairman), Tony Liu (Director), Ji-Ren Lee (Director), Chaney Ho (Director), Ming Hui Chang (Independent Director), Eric Chen (President), Hua-Ling Liang (CPA, PricewaterhouseCoopers), Villis Yang (Director), Grace Liao (Corporate Governance Officer)

The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.

I. Chairperson Remark (omitted)

II. Report Items

  1. The 2025 Business Report
  2. The Audit Committee’s Review Report on the 2025 Financial Statements
  3. Report on the Distribution of 2025 Profit and Cash Dividends from Capital Reserve.
  4. 2025 Directors’ and Employees’ Remuneration Proposal
  5. 2025 Directors’ Compensation Payment Status
  6. The Status of Endorsement and Guarantee in 2025

III. Acknowledgement Items:

  1. Ratification for the 2025 Business Report and Financial Statements (Proposed by the board of directors)

Explanation:
(1) The 2025 business report and standalone financial statements. (including consolidated financial statements) were composed by the Board of Directors. The


company's financial statements were audited by independent auditors, Hua-Ling Liang and Pei-Hua Tsai of PricewaterhouseCoopers Taiwan and were reviewed by the supervisor along with the business report with a written audit report issued.

(2) The Business Report, independent auditor's report, and Financial Statements are enclosed as Attachment I and Attachment IV (P.23~P.46).

Voting Results: 790,781,398 shares (including votes casted electronically: 494,598,208) were represented at the time of voting; 760,689,916 votes were in favor of the proposal (including votes casted electronically: 464,784,851); 34,113 votes were cast against the proposal (including votes casted electronically: 34,113); 0 votes were invalid; 30,057,369 votes were either invalidly cast or abstained (including voting rights casted electronically 29,779,244 shares and exercised via virtual conferencing 3,200 shares). The proposal was approved with a 96.19% approval rate.

Resolution: Approved, that the above proposal be and hereby were accepted as submitted.

  1. Ratification for the Proposal for Distribution of 2025 Profits (Proposed by the board of directors)

Explanation:

(1) Please refer to the 2025 profit distribution table in Attachment V (P.47).

(2) The Company's net income after tax of FY2025 was NT$10,592,507,942 (EPS of NT$12.25) and resulted from adding NT$11,243,323,482 of undistributed earnings at the beginning of the period, deducting NT$337,358,999 of retained earnings from investments accounted for using equity method, deducting NT$134,823 of re-measured amount of the benefit plan recognized in retained earnings, and adding NT$36,435,919 of disposing the investments in equity instruments measured at fair value through other comprehensive income, the cumulative profit and losses directly transferred to retained earnings. After appropriating the legal reserve of NT$1,029,145,004 and reversing special reserves of NT$0, the available surplus for distribution is NT$20,505,628,517. The proposed distribution is as follows:

I. The amounts of NT$7,965,638,254 (cash dividends) out of the 2025 earnings are appropriated for distribution as cash dividends to shareholders. The dividend will be calculated based on the total number of outstanding common shares issued as of December 31, 2025, which is 865,830,245 shares. The proposed cash dividend to be distributed to shareholders is NT$9.2 per share.

II. The distribution of cash dividend is calculated to the dollar (round up to the dollar). The total amount of the odd shares with a distribution of less than NT$1 will be booked as the other income or other expense of the company.

III. The current distribution of earnings is scheduled before the dividend


benchmark date. If there is any change in the yield rate because of any change in the company's outstanding shares, a request is to be made having the Chairman authorized to handle matters related to the changes.

Voting Results: 790,781,398 shares (including votes casted electronically: 494,598,208 shares) were represented at the time of voting; 762,312,784 votes were in favor of the proposal (including votes casted electronically: 466,407,719); 37,129 votes were cast against the proposal (including votes casted electronically: 37,129); 0 votes were invalid; 28,431,485 votes were either invalidly cast or abstained (including votes casted electronically: 28,153,360 and exercised via virtual conferencing 3,200 shares). The proposal was approved with a 96.39% approval rate.

Resolution: Approved, that the above proposal be and hereby were accepted as submitted.

IV. Discussion Items

  1. Proposal for Issuance of Restricted Stock Awards to Employees (Proposed by the board of directors)

Explanation:

(1) The Company proposes to establish the Rules for the Issuance of Restricted Stock Awards in accordance with Article 267 of the Company Act and the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers" issued by the Financial Supervisory Commission.

(2) The total number of units to be issued shall not exceed 4,000 units, with each unit entitled to subscribe to 1,000 shares, for a total of 4,000,000 shares. Please refer to Attachment VI (P.46), as explained below:

I. Common shares will be issued at NT$0 per share, granted to employees for free without cash consideration. To consider recruitment, retention, and incentive effects while balancing shareholder interests, the shares may be vested in installments according to the proportions set for the restricted stock awards upon meeting the vesting conditions within two years from the date of issuance.

II. Targets of issuance: Restricted to full-time regular employees of the Company and its domestic or overseas controlled or subordinate companies.

III. Qualifications of employees and the number of shares granted: The actual number of employees granted and the number of restricted stock awards to be obtained will consider factors such as seniority, job level, work performance, overall contribution, special merits, or other management requirements. These will be verified by the Chairman and submitted to the Board of Directors for approval. However, for managers and directors with employee status, the proposal must first be approved by the Remuneration Committee before being submitted to the Board of Directors for resolution. For employees who are not


managers or directors, the proposal must be submitted to the Audit Committee for approval before being submitted to the Board of Directors for resolution.

(3) The cumulative number of shares an individual employee may subscribe to through employee stock options issued under Article 56-1, Paragraph 1 of the Offering Regulations, combined with the cumulative number of restricted stock awards obtained, shall not exceed 0.3% of the total issued shares. Furthermore, the total combined with employee stock options issued by the Company under Article 56, Paragraph 1 of the Offering Regulations shall not exceed 1% of the total issued shares. However, with special approval from the central competent authority for the relevant industry, the combined total for a single employee may be exempt from the aforementioned limits. If the competent authority updates the relevant regulations, the updated laws and regulations shall apply.

(4) The cumulative number of shares an individual optionee may subscribe to through employee stock options issued by the Company under Article 56-1, Paragraph 1 of the Offering Regulations, combined with the cumulative number of restricted stock awards obtained by the optionee, shall not exceed 0.3% of the total issued shares. Furthermore, the total combined with employee stock options issued by the issuer under Article 56, Paragraph 1 of the Offering Regulations shall not exceed 1% of the total issued shares.

(5) Necessary reasons for this issuance: To attract and retain professional talents, motivate employees, and enhance employee loyalty, while linking their compensation to shareholder interests and Environmental, Social, and Governance (ESG) results.

(6) Impact on shareholder interests:

I. Estimated expensed amount and dilution of the Company's EPS: Based on the closing price of the Company's common shares and actuarial assumptions, the expensed amounts to be allocated annually from fiscal year 2026 to 2029 are: NT$234,583,333, NT$480,500,000, NT$360,250,000, and NT$124,666,667, totaling NT$1,200,000,000. Based on the closing price of common shares and actuarial assumptions, the estimated annual dilution of EPS from 2026 to 2029 is NT$0.27, NT$0.55, NT$0.41, and NT$0.14, totaling NT$1.37

II. (2) For those using issued shares as the method of fulfillment, explain the financial burden on the company: Not applicable.

(7) After being reviewed and approved by the Remuneration Committee, Audit Committee, and Board of Directors, this case is submitted to the Shareholders' Meeting for resolution in accordance with the law.

Voting Results: 790,781,398 shares (including votes casted electronically: 494,598,208 shares) were represented at the time of voting; 6,410,078,676 votes were in favor of the proposal (including votes casted electronically: 345,173,611); 116,992,010 votes were cast


against the proposal (including votes casted electronically: 116,992,010); 0 votes were invalid; 32,710,712 votes were either invalidly cast or abstained (including votes casted electronically: 32,432,587 and exercised via virtual conferencing 3,200 shares). The proposal was approved with a $81.06\%$ approval rate.

Resolution: Approved, that the above proposal be and hereby were accepted as submitted.

V. Election Items

  1. Election of the 16th Board of Directors of the Company. (Proposed by the board of directors) Explanation:

(1) As the term of the current directors is about to expire, in accordance with Article 13 of the Company's Articles of Incorporation and relevant provisions of the Company Act, it is proposed to conduct a general election at the 2026 Annual General Meeting.
(2) According to Article 13 of the Company's Articles of Incorporation, the Board shall consist of seven to nine directors (including no less than three independent directors). For the election of the 16th term, nine directors (including three independent directors) are to be elected for a three-year term and are eligible for re-election. Furthermore, pursuant to Article 13-6 of the Articles of Incorporation, the Company has established an Audit Committee composed of all independent directors.
(3) Pursuant to the Company Act, the Securities and Exchange Act, and Article 13 of the Articles of Incorporation, the nomination system shall be adopted for the election of directors. The Board of Directors shall review the qualifications of the nominees; those who qualify will be included in the list of candidates to be elected by the shareholders.
(4) The term of the newly elected directors shall be three years, commencing from May 29, 2026, and expiring on May 28, 2029.
(5) The list of candidates for directors and independent directors has been reviewed and approved by the Board of Directors. Relevant information is provided below:

Title Candidate Name Education Experience Current Positions Shares Held
Director K.C. Liu Department of Telecommunications Engineering Founder of Advantech: Former salesman of Instruments Dept. of Hewlett-Packard; Advantech Co., Ltd CEO and Chairman Advantech Foundation Chairman K and M Investment Co., Ltd. Chairman Advantech Technology (China) Company Ltd. (AKMC) Chairman AIDC Investment Corp., Director Advantech Corporate Investment (ACI) Director AIC Taiwan Holding CORP., Director Expetech Co., Ltd., Shanghai Advantech intelligent Services Co., Ltd (ACI CN) Director Xi'an Advantech Software Ltd., Director Advantech Technology Co., Ltd. (ATC) Director Advantech Corporation. (ANA) Director HK Advantech Technology Co., Limited (ATC HK) Director Advantech Automation Corp. (HK) Limited (AAC HK) Director 26,993,951
Director Advantech Foundation Representative: Tatung Institute of Technology Taiwan President of Advantech Co., Ltd. President of LE Wei Co., Ltd. Giant Manufacturing Co., Ltd. Independent Director Unabiz Pte Ltd. Director 24,543,548

Chaney Ho • Apex Medical Corp. Director
Director K and M Investment CO., Ltd. Representative: Wesley Liu • Johns Hopkins University GMBA
• Department of Physics, National Dong Hwa University • Advantech Intelligent Service Co., Ltd. Director • Advantech Co.,Ltd HR dpt. Senior Director
• K and M Investment Co., Ltd., Director
• Tran-Ting Development Co., Ltd. Director
• Tran-Fei Development Co., Ltd., Director
• AIC Taiwan Holding CORP Director
• Winmate Inc Director
• Shanghai Advantech Intelligent Services Co.,Ltd(ACI CN) Director
• Advantech Australia Pty Ltd. (AAU) Director
• Advantech Co.Malaysia Sdn.Bhd (AMY) Director
• Advantech Turkey Technology A S.(ATR) Director
• Advantech International PT.(AID) Director
• Advantech Industrial Computing India Private Limited.(AIN) Director
• Advantech Electronics,S.De R.L.De C. (AMX) Director
• Advantech IOT Israel Ltd.(AIL) Director
• Advantech Raiser India Private Limited(ARI) Director
• Advantech Technology DMCC. Director
• CZ investment Co.,Ltd Chairman 100,651,794
Director AIDC Investment Corp. Representative: Tony Liu • Master of Business Administration, National Taiwan University
• Bachelor of Science in Electrical Engineering, University of Illinois • Corporate Treasury & Investment Division Sr. Manager
• Product Manager of Advantech Intelligent Imaging Business Unit.
• Fuh Hwa Securities Investment Trust Co., Ltd. Securities Research Analyst • Advantech Co.,Ltd Corporate Treasury & Investment Division Director
• K and M Investment Co., Ltd. Director
• CZ investment Co.,Ltd. Director
• AIDC Investment Corp. Director
• AXIOMTEK CO., LTD. Director
• Smasoft technology Co., Ltd. Director
• Yan Xu Green Electricity Co.,Ltd. Director
• Beijing Yan Hua Xing Ye Electronic Science &Technology Co.,Ltd. Director
• Bitflow, Inc. Director
• AuresTechnologies S.A. Director
• A.G.H US Holding Company Inc. Director
• Retail Technology Group Inc. Director
• J2 Systems Technology Ltd. Director
• Aures Technologies Ltd. Director
• Aures Technologies Pty Director
• Nippon RAD Inc. Director
• Tran-Ting Development Co., Ltd. Chairman
• Tran-Fei Development Co., Ltd. Chairman
• Hsiung Yang Investment Chairman
• Advantech Corporate Investment Chairman
• Advanixs Corporation Chairman
• Advantech Intelligent Services Co.,Ltd.Chairman
• Cermate Technologies Inc. Chairman
• Expetech Co., Ltd. Chairman 99,746,136
Director ASUSTeK Computer Inc. N.A. N.A. • ASUSTek United Technology Co., Ltd. Chairman, Director and Supervisor
• Askey Computer Corp. Chairman, Director and Supervisor,
Hua Cheng Venture Capital Co., Ltd. Chairman, Director and Supervisor
• Hua Min Investment Co., Ltd. Chairman, Director and Supervisor
• ASUS Intelligent Mobility Co., Ltd. Director
• ASUS Cloud Corporation Chairman and Director
• ASMedia Technology Inc. Chairman and Director
• AAEON Technology Inc. Director
• Universal Global Technology Co., Ltd. Chairman and Director,
uPI Semiconductor Corp. Chairman and Director
• ShunWei International Co., Ltd. Chairman and Director
• Aconic Technology Co., Ltd
• JoulWatt Technology Inc
• SyncMOS Technologies Inc
• Guang Yuan Investment Co., Ltd.
• Asus Computer International Director
• Asus Holland B.V. Director 113,483,106

| | | | | • Asus International Limited Director
• Asus Global Pte Ltd. Director
• Quantum Cloud International Pte Ltd. Director
• Gaea Mobility Co., Ltd., Director
• Tronjet Vision Technology Co., Ltd., Director
• Azio Electronics Co., Ltd., Chairman, Director and Supervisor
• PT. ASUS Technology Indonesia (Jakarta), Director and Supervisor
• PT. ASUS Technology Indonesia (Batam), Director and Supervisor
• ASUSTek Digital Marketing (Shanghai) Co., Ltd., Director and Supervisor
• Einstein Intelligence Co., Ltd., Director
• Xtronics Technology Co., Ltd., Director
• Portwell, Inc., Director
• Taiwan AI Cloud Service Co., Ltd., Chairman and Director
• ASUSTOR Inc., Chairman and Director
• ASUS Technology Licensing Co., Ltd., Chairman, Director and Supervisor
• ASUS Computer International Co., Ltd., Chairman, Director and Supervisor
• ASUS Metaverse Co., Ltd., Chairman, Director and Supervisor
• Apricity Intelligence Co., Ltd., Chairman and Director
• Sunlight Optoelectronics Co., Ltd., Chairman and Director
• ASUS Life Inc., Director
• Ambiq Micro Taiwan Co., Ltd., Director
• Liberty Systems Co., Ltd., Director
• ASUS Computer International (America), Director
• Taiwan Biomedical Big Data Co., Ltd., Director | |
| --- | --- | --- | --- | --- | --- |
| Director | Ji-Ren Lee | Ph.D in strategic Manamgnet, University of Illinois at Urbana Champaign | • College of Management, National Taiwan University, Associate Dean for Teaching and Resource Development
• National Taiwan University EMBA, Executive Director
• Weixin Consulting Co., Ltd., Founder
• Boehringer Ingelheim Taiwan Ltd., Marketing Services Manager | • B Current Impact Investment Chairman
• Chengzhi Education Foundation Chairman
• COMMONWEALTH EDUCATION MEDIA AND PUBLISHING CO., LTD.) Director
• CommonWealth Magazine Co., Ltd. Director
• Longchen Paper & Packaging Co., Ltd. Director
• Primax Electronics Ltd. Director
• Airoha Technology Independent Director
• MAYO Human Capital Inc Independent Director | 0 |
| Independent Director | Ming-Hui Chang | • Master in Professional Accounting, University of Texas at Austin
• Accounting, National Taiwan University | • PwC Education Foundation, Chairman
• PricewaterhouseCoopers Taiwan, Managing Partner
• Department of Accounting, Tunghai University Professor
• National Taiwan University Professor
• National Chung Cheng University Professor | • Uni-President Enterprises Corp., Independent Director
• Longwell Company, Director
• Solomon Technology Corporation, Independent Director | 0 |
| Independent Director | Eunice Chiu | • Master of Business Administration, Chung Yuan Christian University
• Bachelor of Business Administration, Chung Yuan Christian University | • NVIDIA Corporation, Vice President and Taiwan Country Manager
• GE Healthcare, Chief Marketing Officer
• Microsoft Corporation, General Manager, Greater China Knowledge Worker Business Group
• Microsoft Taiwan, General Manager | None | 0 |
| Independent Director | May Wei | • Master of Business Administration, University of Dallas, | • Fuzhi Buddhist Academy, Graduate Institute of Dharma Application | • Fuzhi Buddhist Academy, Graduate Institute of Dharma Application, Adjunct Professor | 0 |


USA • Master of Public Administration, National Chengchi University Professor • Willis Towers Watson, Chief Strategy Officer, Greater China and Chief of Staff International Markets • Zhuorui Management Consulting Co., Ltd., Consultant and Professional Lecturer (Former) • Texas Instruments Taiwan Ltd., Organizational Development Project Manager (Former) • Fuzhi Buddhist Academy, Adjunct Professor

Election Results:

Title Name Elected Voting Number
Director KC Liu 706,387,598
Director Advantech Foundation Representative: Chaney Ho 652,261,647
Director K and M Investment CO., Ltd. Representative: Wesley Liu 658,380,880
Director AIDC Investment Corp. Representative: Tony Liu 657,449,442
Director ASUSTeK Computer Inc. 658,585,187
Director Ji-Ren Lee 662,010,556
Independent Director Ming-Hui Chang 693,752,865
Independent Director Eunice Chiu 663,433,412
Independent Director May Wei 657,010,034

Resolution: Approved, that the above proposal be and hereby were accepted as submitted.

VI. Other Business Items

  1. Proposal to lift the Non-Competition Restrictions on Directors and their representatives.

Explanation:

(1) According to Article 209 of the Company Act, "A director who does anything for himself or on behalf of another person that is within the scope of the company's business shall explain to the shareholders' meeting the essential contents of such an act and secure its approval."

(2) In order to leverage the professional expertise and relevant experience of the Company's directors, it is proposed to the shareholders' meeting for approval to release the newly elected directors and their representatives (to be elected at the 2026 Annual General Meeting) from the non-competition restrictions in accordance


with the law.

(3) The list of directors and representatives of legal entity directors to be released from the non-compete restrictions is as follows:

Title Name Current Position (Other Companies)
Director K.C. Liu • Advantech Co., Ltd CEO and Chairman
• Advantech Foundation Chairman
• K and M Investment Co., Ltd. Chairman
• Advantech Technology (China) Company Ltd. (AKMC) Chairman
• AIDC Investment Corp., Director
• Advantech Corporate Investment (ACI) Director
• AIC Taiwan Holding CORP., Director
• Expetech Co., Ltd., Shanghai Advantech intelligent Services Co., Ltd (ACI CN) Director
• Xi'an Advantech Software Ltd., Director
• Advantech Technology Co., Ltd. (ATC) Director
• Advantech Corporation. (ANA) Director
• HK Advantech Technology Co., Limited (ATC HK) Director
• Advantech Automation Corp. (HK) Limited (AAC HK) Director
Director Advantech Foundation Representative: Chaney Ho • Giant Manufacturing Co., Ltd. Independent Director
• Unabiz Pte Ltd. Director
• Apex Medical Corp. Director
Director K and M Investment CO., Ltd. Representative: Wesley Liu • Advantech Co., Ltd HR dpt. Senior Director
• K and M Investment Co., Ltd., Director
• Tran-Ting Development Co., Ltd. Director
• Tran-Fei Development Co., Ltd., Director
• AIC Taiwan Holding CORP Director
• Winmate Inc Director
• Shanghai Advantech intelligent Services Co., Ltd (ACI CN) Director
• Advantech Australia Pty Ltd. (AAU) Director
• Advantech Co. Malaysia Sdn. Bhd (AMY) Director
• Advantech Turkey Technology A S. (ATR) Director
• Advantech International PT. (AID) Director
• Advantech Industrial Computing India Private Limited. (AIN) Director
• Advantech Electronics, S. De R. L. De C. (AMX) Director
• Advantech IOT Israel Ltd. (AIL) Director
• Advantech Raiser India Private Limited (ARI) Director
• Advantech Technology DMCC. Director
• CZ investment Co., Ltd Chairman
Director AIDC Investment Corp. Representative: Tony Liu • Advantech Co., Ltd Corporate Treasury & Investment Division Director
• K and M Investment Co., Ltd. Director
• CZ investment Co., Ltd. Director
• AIDC Investment Corp. Director
• AXIOMTEK CO., LTD. Director
• Smasoft technology Co., Ltd. Director
• Yan Xu Green Electricity Co., Ltd. Director
• Beijing Yan Hua Xing Ye Electronic Science & Technology Co., Ltd. Director
• Bitflow, Inc. Director
• Aures Technologies S.A. Director
• A.G.H US Holding Company Inc. Director
• Retail Technology Group Inc. Director
• J2 Systems Technology Ltd. Director
• Aures Technologies Ltd. Director
• Aures Technologies Pty Director
• Nippon RAD Inc. Director
• Tran-Ting Development Co., Ltd. Chairman
• Tran-Fei Development Co., Ltd. Chairman
• Hsiung Yang Investment Chairman
• Advantech Corporate Investment Chairman
• Advanixs Corporation Chairman
• Advantech Intelligent Services Co., Ltd. Chairman
• Cermate Technologies Inc. Chairman
• Expetech Co., Ltd. Chairman
Director ASUSTeK Computer • ASUSTek United Technology Co., Ltd. Chairman, Director and Supervisor
• Askey Computer Corp. Chairman, Director and Supervisor,
Hua Cheng Venture Capital Co., Ltd. Chairman, Director and Supervisor
• Hua Min Investment Co., Ltd. Chairman, Director and Supervisor

| | Inc. | • ASUS Intelligent Mobility Co., Ltd. Director
• ASUS Cloud Corporation Chairman and Director
• ASMedia Technology Inc. Chairman and Director
• AAEON Technology Inc. Director
• Universal Global Technology Co., Ltd. Chairman and Director,
• uPI Semiconductor Corp. Chairman and Director
• ShunWei International Co., Ltd. Chairman and Director
• Aconic Technology Co., Ltd
• JoulWatt Technology Inc
• SyncMOS Technologies Inc
• Guang Yuan Investment Co., Ltd.
• Asus Computer International Director
• Asus Holland B.V. Director
• Asus International Limited Director
• Asus Global Pte Ltd. Director
• Quantum Cloud International Pte Ltd. Director
• Gaea Mobility Co., Ltd., Director
• Tronjet Vision Technology Co., Ltd., Director
• Azio Electronics Co., Ltd., Chairman, Director andSupervisor
• PT. ASUS Technology Indonesia (Jakarta), Director and Supervisor
• PT. ASUS Technology Indonesia (Batam), Director and Supervisor
• ASUSTek Digital Marketing (Shanghai) Co., Ltd., Director and Supervisor
• Einstein Intelligence Co., Ltd., Director
• Xtronics Technology Co., Ltd., Director
• Portwell, Inc., Director
• Taiwan AI Cloud Service Co., Ltd., Chairman and Director
• ASUSTOR Inc., Chairman and Director
• ASUS Technology Licensing Co., Ltd., Chairman, Director and Supervisor
• ASUS Computer International Co., Ltd., Chairman, Director and Supervisor
• ASUS Metaverse Co., Ltd., Chairman, Director and Supervisor
• Apricity Intelligence Co., Ltd., Chairman and Director
• Sunlight Optoelectronics Co., Ltd., Chairman and Director
• ASUS Life Inc., Director
• Ambiq Micro Taiwan Co., Ltd., Director
• Liberty Systems Co., Ltd., Director
• ASUS Computer International (America), Director
• Taiwan Biomedical Big Data Co., Ltd., Director |
| --- | --- | --- |
| Director | Ji-Ren Lee | • B Current Impact Investment Chairman
• Chengzhi Education Foundation Chairman
• COMMONWEALTH EDUCATION MEDIA AND PUBLISHING CO., LTD.) Director
• CommonWealth Magazine Co., Ltd. Director
• Longchen Paper & Packaging Co., Ltd. Director
• Primax Electronics Ltd. Director
• Airoha Technology Independent Director
• MAYO Human Capital Inc Independent Director |
| Independent Director | Ming-Hui Chang | • Uni-President Enterprises Corp., Independent Director
• Longwell Company, Director
• Solomon Technology Corporation, Independent Director |

Voting Results: 790,781,398 shares (including votes casted electronically: 494,598,208 shares) were represented at the time of voting; 705,612,244 votes were in favor of the proposal (including votes casted electronically: 409,707,179); 26,096,767 votes were cast against the proposal (including votes casted electronically: 26,096,767); 0 votes were invalid; 59,072,387 votes were either invalidly cast or abstained (including votes casted electronically: 58,794,262 and exercised via virtual conferencing 3,200 shares). The proposal was approved with a $89.22\%$ approval rate.

Resolution: Approved, that the above proposal be and hereby were accepted as submitted.

VII. Extemporary Motion:

Chairman's Remarks to Shareholders:

Advantech has been established for more than 43 years and has evolved from a leading industrial


computer company into an enabler of Edge Computing and intelligent solutions in the AI era. Guided by its long-term growth strategy of "Edge Computing & AI-Powered WISE Solutions," the Company continues advancing toward its vision of becoming a globally trusted provider of intelligent hardware and software platforms.

Analyzing the AI industry value chain through the framework of the five-layer AI stack, Advantech's core strengths and solutions are primarily positioned within the AI Application Layer, where the Company leverages dedicated teams to drive the adoption of Edge AI across diverse industry verticals. By accelerating AI deployment in real-world applications, Advantech aims to capture the significant growth opportunities arising from the rapid expansion of the AI market. From an organizational perspective, Advantech continues to strengthen its global operating structure through the establishment of WWBO (Worldwide Business Operations) as the strategic operations headquarters overseeing its eight major regions worldwide. This initiative enhances governance efficiency and cross-regional collaboration across its extensive sales network, while reinforcing the Company's operating philosophy of "Global Resources, Local Execution" and further strengthening its long-term competitive advantages. As AI continues to evolve from cloud-centric computing toward edge deployment and becomes increasingly integrated into core business operations, Advantech is actively transforming from a hardware provider into an industry enabler. Through its WISE-Edge Developer Architecture (WEDA) platform, ecosystem integration capabilities, and software-hardware convergence expertise, the Company provides a unified development architecture across multiple chipsets and operating systems. By integrating APIs, containerized deployment, digital twin simulation, and AI lifecycle management capabilities, Advantech enables enterprises to significantly improve the efficiency of Edge AI development and deployment while accelerating the adoption of AI Agents in real-world applications.

Looking ahead, Advantech remains committed to leveraging its WISE software platforms, AI Agent technologies, global strategic partnerships, and industry ecosystem resources to drive the widespread adoption of Edge AI and industrial transformation. Through these efforts, the Company aims to create sustainable long-term value for both its shareholders and stakeholders while shaping a smarter and more connected future.

Shareholders (No. 77269) statement Summary: What is the rationale behind the Company's newly proposed dividend policy? Will it have any impact on the Company's future investment plans and growth initiatives?

Summary of Explanation by President Eric Chen: The funding source for the three-year special cash dividend program will primarily come from capital surplus, and therefore will not place significant pressure on the Company's operating capital or cash flow. In addition, Advantech has maintained an asset-light business model for many years. Annual capital expenditures are approximately NT$3 billion, with major investments focused on projects including the North America headquarters, the Huaya campus in Taiwan, and R&D-related equipment. From a cash flow perspective, the Company's historical cash dividend payout ratio has been approximately 75%,


meaning that around 25% of earnings are retained each year to support future investment and business development. Overall, the Company maintains a sufficient level of operating capital to support its growth initiatives.

Shareholders (No.3) statement Summary: The shareholder expressed appreciation to the management team for its dedication and acknowledged the Company's strong operating performance in the past year. The shareholder then raised four questions for management's consideration.

Question 1: Chairman K.C. Liu has confirmed that the CEO succession plan is expected to be completed by the end of 2026. Under this generational leadership transition framework, what are the key success factors for the "three-leader governance model" and how will the Company ensure effective collaboration and continuity throughout the succession process?

Summary of Explanation by Chairman: Advantech places the interests of the Company and its shareholders as its highest priority. To ensure sustainable development and long-term competitiveness, the Company has initiated a structured succession planning process for both the Board of Directors and executive management. Advantech plans to formally implement a CXO leadership model by the end of this year, establishing a core leadership structure comprised of the Chief Executive Officer (CEO), Chief Financial Officer (CFO), and Chief Operating Officer (COO). This leadership framework is designed to enhance organizational resilience, strengthen corporate governance, and support the Company's long-term sustainability objectives. Chairman Liu further noted that, subject to the support of the newly elected Board of Directors, he expects this term to be his final term serving as Chairman. Looking ahead, he intends to continue contributing to Advantech through Board-level governance and strategic guidance, while supporting the Company's ongoing development and succession transition.

Question 2: Advantech has identified the AI Application Layer within the five-layer AI value chain as its strategic focus. How does the Company plan to strengthen its competitive moat, further differentiate itself from competitors, and enhance long-term corporate value within this rapidly evolving AI ecosystem?

Summary of Explanation by Chairman: recent capital market winners have largely been companies positioned within key segments of the AI supply chain, including power and energy infrastructure, semiconductor chips, data center infrastructure, and large language models (LLMs). In contrast, Advantech has strategically focused on the AI Application Layer, where the Company believes the rapid development of AI Agent technologies will significantly accelerate AI adoption across a wide range of industries and application scenarios. To strengthen its competitive moat and enhance long-term enterprise value, Advantech will continue executing its hardware-software integration strategy, leveraging its deep domain expertise, industry know-how, and ecosystem partnerships to deliver higher-value solutions. Through this approach, the Company aims to maintain its established high-margin business profile while expanding value creation opportunities in the


evolving AI market.

Summary of Explanation by Independent Director Ming-Hui Chang: current wave of industry growth can generally be categorized into three types: opportunity-driven growth, management-driven growth, and innovation-driven growth. Historically, many Taiwanese companies have excelled in the first two categories, while innovation-driven growth has been led primarily by U.S. companies. As new manufacturing capacity continues to come online, the value derived from opportunity-driven growth is expected to gradually diminish. In contrast, management capabilities and execution excellence will become increasingly important in sustaining long-term competitiveness. Director Chang noted that this is an area where Advantech possesses significant strengths and expressed confidence in the Company's future development prospects.

Summary of Explanation by Director Chaney Ho: Advantech's product portfolio in fact has exposure across all five layers of the AI value chain, including semiconductor equipment, AI infrastructure-related systems, and energy-related equipment. While the value generated by AI models is often associated with token processing and computing power, the ultimate benefits to society are realized at the application layer. He noted that approximately $95\%$ of industry-specific AI applications can be effectively addressed through Edge AI and smaller domain-specific language models, representing a significant opportunity for Taiwan's technology sector. Director Ho further emphasized that Advantech's commitment to dedicating internal talent and resources toward AI application development represents a strategically sound direction and positions the Company well to capture future growth opportunities in the AI era.

Question 3: Given the growing contribution from AI-related business opportunities, does management see the potential for Advantech's gross margin to exceed $41\%$ in the future?

Summary of Explanation by Chairman: Advantech's consolidated gross margin was $39.8\%$ in 2025 and declined slightly to $39.1\%$ in the first quarter of 2026, primarily due to rising component costs. The recent supply-demand imbalance across the supply chain has driven significant increases in the prices of key components such as DDR4 memory and SSDs, with certain products experiencing price increases of three to four times. As a result, achieving a new gross margin high during 2026 remains challenging. However, if component cost inflation begins to moderate, there will be opportunities for margin improvement. In addition, the revenue mix of higher-value Edge AI solutions will continue to be an important factor influencing overall gross margin performance.

Summary of Explanation by President Eric Chen: Advantech is actively advancing AI-enabled global supply chain and logistics optimization initiatives, which are expected to shorten average lead times by approximately five to seven days while improving operational efficiency, inventory management, and freight cost structures. These strategic initiatives are already beginning to generate positive results. As AI-related inflationary pressures and component cost increases gradually ease, management believes there is potential for gross margin to recover toward the $40\%+$ range over the longer term.

Summary of Explanation by PwC Hua-Ling Liang CPA: the audit team closely reviews the quality


and sustainability of the Company's gross margin performance as part of its financial statement audit procedures. She noted that Advantech's management team has demonstrated a strong understanding of raw material cost fluctuations and has responded with appropriate and flexible mitigation measures. Ms. Liang also expressed strong recognition of the Company's internal control framework, as well as its high standards of information transparency and timely disclosure. She further commended Advantech's proactive cooperation with external auditors and professional advisors, reflecting the Company's commitment to sound corporate governance. Based on these observations, she remains optimistic regarding Advantech's future performance and long-term growth prospects.

Question 4: Historically, Advantech's R&D expenditure has accounted for approximately 7%–8% of revenue. Does management plan to further increase R&D investment going forward?

Summary of Explanation by President Eric Chen: Advantech has recently increased its R&D investment in two key strategic areas: AI Server and Rack-Level Infrastructure Solutions – The Company is accelerating development of rack-scale server systems and liquid cooling technologies, including the expansion and strengthening of its engineering teams, as well as the establishment of a broader liquid cooling ecosystem with strategic partners. ARM-Based Product Portfolio Expansion – Advantech is increasing investments and consolidating talent resources to strengthen its ARM-based product offerings in response to growing market demand and emerging Edge AI opportunities. Overall, management expects Advantech's R&D spending ratio to increase modestly from historical levels, with future R&D investment anticipated to be maintained at approximately 8%–9% of revenue, reflecting the Company's continued commitment to innovation, technology leadership, and long-term growth.

Shareholders (No.63809) statement Summary: The Company has committed to achieving 100% renewable energy usage (RE100) by 2040. Could management please provide an update on the progress made over the past year? In addition, has the Company encountered any cost-related challenges or other difficulties in achieving this target?

Summary of Explanation by President Eric Chen: Advantech's renewable energy initiatives are progressing smoothly and remain in line with the Company's long-term net-zero targets of RE50 by 2030 and RE100 by 2040. The Company has established clear implementation timelines for renewable energy adoption across its major regions. Taiwan and China account for approximately 90% of total electricity consumption. In China, the utilization of renewable energy certificates continues to increase. In Taiwan, although there have been some minor setbacks, the Company's fishery-solar co-location project in Tainan is expected to secure 10MW of renewable energy capacity and is currently progressing as planned. For major overseas subsidiaries, renewable energy adoption is primarily achieved through self-generated solar power and renewable energy certificates. Europe has already reached 100% renewable electricity usage, while the United States has reached 80%, both ahead of schedule. Advantech has also implemented internal review and


tracking mechanisms to regularly monitor progress toward its renewable energy targets. Overall, the Company's RE100 roadmap is progressing well, and no significant cost concerns or other difficulties have been encountered to date.

Chairman's Closing Remarks: Chairman Liu expressed his appreciation for the shareholders' valuable comments and continued support. He stated that Advantech will remain committed to sustaining healthy growth and creating long-term value for shareholders. The Company will also continue to uphold its philosophy of sharing business achievements with shareholders through a high dividend payout ratio. The Chairman thanked all shareholders for taking the time to attend the Annual General Meeting and then declared the meeting adjourned.

VIII. Meeting Adjourned: There was no other business and extemporary motion, the Chairman announced the meeting adjourned. (Meeting Close at Same Day 10:57 A.M.)