Stock Code：3005

Getac Holdings Corporation

(Original name: Getac Technology Corporation)

2023 Annual General Shareholders Meeting

Handbook

The original of this handbook is written in Chinese language. If there is any discrepancy between the Chinese version and this English translation, the Chinese version shall prevail.

May 29,2023

1

Table of Contents

Page No.

Meeting Agenda

2

Report Items

3

Ratification Items

4

Discussion Items

6

Questions and Motions

7

Attachments

Attachment 1: The Audit Committee's Review Report

8

Attachment 2: 2022 Business Report

9

Attachment 3: 2022 Financial Statements

12

Attachment 4: Comparison Table of Amendment to the Rules of Procedure

for Shareholders Meetings

37

Attachment 5: List of Proposed Release of newly added Non-competition

Restrictions on Director in 2023 Annual General

Shareholders Meeting

51

Appendix

Appendix 1: The Articles of Incorporation

52

Appendix 2: Rules of Procedure for Shareholders Meetings (Original)

58

Appendix 3: Shareholdings of All Directors

67

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Getac Holdings Corporation

(Original name: Getac Technology Corporation)

2023 Annual General Shareholders Meeting Agenda

Means of Meeting Convention:：Physical Shareholders Meeting

Date/Time: May 29, 2023, Monday, 09:00 a.m.

Location: 1F., No. 209, Sec.1, Nangang Rd., Nangang Dist., Taipei City, Taiwan, R.O.C.

Call the Meeting to Order

Chairman Remarks

Report Items：

  1. Report on 2022 Business Report
  2. Report on Audit Committee's Review Report
  3. Report on 2022 Distribution of Remunerations to Employees and Directors
  4. Report on 2022 Earnings Distribution of Cash Dividend

Ratification Items：

1.Ratification of the 2022 Business Report and Financial Statements 2.Ratification of the 2022 Earnings Distribution

Discussion Items：

  1. Proposal for amendments to the "Rules of Procedure for Shareholders Meetings"
  2. Release of Directors from Non-competition Restrictions

Questions and Motions

Adjournment

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Report Items

Agenda 1

Proposal: 2022 Business Report.

Description: Please refer to Attachment 2.

Agenda 2

Proposal: Audit Committee's Review Report on various 2022 statements and related reports.

Description: Please refer to Attachment 1.

Agenda 3

Proposal: 2022 Distribution of Remunerations to Employees and Directors. Description:

1.According to Paragraph 1 Article 23 of the Articles of Incorporation, when the Company has a profit for any fiscal year, the Company shall allocate no less than 0.1% for employees remuneration, and allocate no more than 1% for Directors' remuneration.

2.The Company's cash remunerations to employees and directors in 2022 were NTD2, 300,000 and NTD7,733,000, respectively.

Agenda 4

Proposal: 2022 Earnings Distribution of Cash Dividend.

Description:

1.Pursuant to Paragraph 5 Article 240 of the Company Act and Paragraph 3 Article 23 of the Articles of Incorporation, in circumstances where dividends are distributed in cash, the Board is authorized to determine the distribution and shall report it to the Shareholders' Meeting.

2.The Board has approved the appropriation of cash dividends of NT$ 2,294,771,170 at NT$ 3.8 per share (As number of shares qualifies for the allocation changed due to the exercise of the employee stock option, the cash dividend payout ratio is adjusted to NT$3.78362680 per share accordingly). The Cash dividend has been distributed on April 27th, 2023.

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Ratification Items

Agenda 1

(Proposed by the Board of Directors)

Proposal: Ratification of the 2022 Business Report and Financial Statements.

Description:

  1. 2022 Business Report and Financial Statements have been approved by the board of directors, and reviewed by the audit committee. Relevant information, please refer to Attachments 2 and 3.
  2. Ratification is respectfully requested.

Resolution:

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Attachments

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Disclaimer

Getac Technology Corporation published this content on 16 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 June 2023 10:37:29 UTC.