Advantech : 2024 Annual Shareholders' Meeting - Meeting Program Book

Advantech Co., Ltd.

Procedure for the 2024 General Shareholders' Meeting

1. Call the Meeting to Order
2. Chairperson Remarks
3. Report Items
4. Acknowledgement Items
5. Other Business and Special Motions
6. Adjournment

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I. Agenda of Annual Meeting

Advantech Co., Ltd.

Agenda of 2024 General Shareholders' Meeting

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

Time: 9:00 a.m. on May 30 (Thursday), 2024

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

Webcast provided: https://stockservices.tdcc.com.tw

1. Call the Meeting to Order
2. Chairperson Remarks
3. Report Items
4. 1. The 2023 Business Report
   2. The Audit Committee's Review Report on the 2023 Financial Statements
   3. Status Reports of the Cash Dividends for Distribution of 2023 Profits
   4. 2023 Employees' and Directors' Remuneration Proposal
   5. The Status of Endorsement and Guarantee in 2023
   6. The report on the Company's acquiring the land parcel case of number 9 in the Huaya section from related party
5. Acknowledgement Items
6. 1. Adoption of the 2023 Business Report and Financial Statements
   2. Adoption of the Proposal for Distribution of 2023 Profits
7. Other Business and Special Motions
8. Adjournment

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1. Report Items

Report No. 1

Cause of action ： The 2023 Business Report

Explanation ： The 2023 Business Report is attached as Attachment I.(P10~15)

Report No. 2

Cause of action ： The Audit Committee's Review Report on the 2023 Financial Statements.

Explanation ： The 2023 Audit Committee's Review Report is attached as Attachment II. (P16)

Report No. 3

Cause of action ： Status reports of the Cash dividends for Distribution of 2023 Profits.

Explanation ： 1. The Board of Directors is authorized to decide the distribution of partial or full dividends in cash, and report the decision to the shareholders meeting in accordance with Article 20‐2 of the Articles of Incorporation.

1. Cash dividends amounting to NT$8,155,268,901 were distributed to shareholders at NT$9.5 per share. 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.
2. 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.

Report No. 4

Cause of action ： 2023 Employees' and Directors' Remuneration Proposal.

Explanation ： 1. Pursuant to Article 20 of the company's Articles of Incorporation, in consideration of the company's overall business operations and the payment standard of the industry, it is recommended to appropriate an amount of NT$740,000,000 as bonus to employees and NT$18,625,000 as remuneration to directors paid in cash from the net income of 2023.

1. There is no difference between the amount approved by the Board of Directors and the amount recognized as an expense in 2023.
2. The proposal has passed in the Remuneration Committee meeting.

Report No. 5

Cause of action ： The Status of Endorsement and Guarantee in 2023.

Explanation ： 1. In compliance with the company's "Procedure for Making of Endorsements and Guarantees".

1. The company issued a letter of guarantee to endorse and guarantee the subsidiaries' purchase of materials and short‐term bank loan in response to the subsidiary's business operation. The balance of endorsement and guarantee amounted to NT$4,093,093 thousand as of December 31, 2023.
2. Please review the statement of endorsement and guaranteed amount enclosed.

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Guarantor	Subsidiary of the	Category	Amount	NTD (NTD___K)	Remarks
(Company)	guaranteed company	(original currency ___K)
Advantech	Shanghai Advantech	short‐term bank			Under the limit
Intelligent Services Co.,Ltd	USD20,000	$614,100
(ACL)	loan	(Note2)
(AiSC)
Advantech	Advantech Corporate	short‐term bank	USD20,000	$614,100	Under the limit
(ACL)	Investment Co.,Ltd.	loan	(Note2)
Advantech	Advantech Japan Co., LTD.	short‐term bank	JPY1,500,000	$325,500	Under the limit
(ACL)	(AJP)	loan	(Note2)
Advantech	Advantech Europe B.V.	short‐term bank	USD10,000	$307,050	Under the limit
(ACL)	(AEU)	loan	(Note2)
Advantech	Advantech Corporation.	short‐term bank	USD10,000	$307,050	Under the limit
(ACL)	(ANA)	loan	(Note2)
Advantech	Advantech Automation	short‐term bank	USD10,000	$307,050	Under the limit
(ACL)	Corporation (AAC BVI)	loan	(Note2)
Advantech	Advantech Corporate	short‐term bank	USD10,000	$307,050	Under the limit
(ACL)	Investment (ACI)	loan	(Note2)
Advantech	Advantech Technology	short‐term bank			Under the limit
(China) Company Ltd.	USD6,000	$184,230
(ACL)	loan	(Note2)
(AKMC)
Advantech	Advantech KR Co., Ltd.	short‐term bank	USD6,000	$184,230	Under the limit
(ACL)	(AKR)	loan	(Note2)
Advantech	Advantech Intelligent	short‐term bank	USD3,000	$92,115	Under the limit
(ACL)	Services Co.,Ltd. (AiCS)	loan	(Note2)
Advantech	Advantech Intelligent	short‐term bank	USD3,000	$92,115	Under the limit
(ACL)	Health Co.,Ltd. (AIH)	loan	(Note2)
Advantech	Advantech Brasil Ltda.	short‐term bank	USD1,500	$46,058	Under the limit
(ACL)	(ABR)	loan	(Note2)
Advantech	Advantech Vietnam	short‐term bank			Under the limit
Technology company	USD1,000	$30,705
(ACL)	loan	(Note2)
Limited.(AVN)
Advantech	Advantech Technology	short‐term bank	USD1,000	$30,705	Under the limit
(ACL)	Limited Liability Company	loan	(Note2)
Advantech	Cermate Technologies Inc.	short‐term bank	USD1,000	$30,705	Under the limit
(ACL)	loan		(Note2)
Advantech	Cermate Technologies	short‐term bank	USD1,000	$30,705	Under the limit
(ACL)	(Shenzhen) Inc.	loan	(Note2)
Advantech	Advantech Turkey Teknoloji	short‐term bank	USD500	$15,353	Under the limit
(ACL)	AnoniM Sirketi (ATR)	loan	(Note2)
Advantech	Advantech Czech s.r.o.	short‐term bank	USD500	$15,353	Under the limit
(ACL)	loan	(Note2)
Advantech	Advanixs Corporation	short‐term bank	USD500	$15,353	Under the limit
(ACL)	loan	(Note2)
Advantech	Advantech Australia Pty	short‐term bank	USD200	$6,141	Under the limit
(ACL)	Limited.(AAU)	loan	(Note2)
Advantech	Advantech Co.Malaysia SDN	short‐term bank	USD100	$3,071	Under the limit
(ACL)	BHD	loan	(Note2)
Advantech	Advantech Co.Singapore	short‐term bank	USD100	$3,071	Under the limit
(ACL)	Pte.Ltd.	loan	(Note2)

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Guarantor	Subsidiary of the	Category	Amount	NTD (NTD___K)	Remarks
(Company)	guaranteed company	(original currency ___K)
Advantech	Advantech	short‐term bank			Under the limit
Corporation(Thailand)	USD100	$3,071
(ACL)	loan	(Note2)
Co.Ltd.
Advantech	PT Advantech International	short‐term bank	USD50	$1,535	Under the limit
(ACL)	loan	(Note2)
Advantech	Yan Xu Green Electricity	short‐term bank	NTD526,680	$526,680	Under the limit
(ACL)	Co.,Ltd.	loan	(Note2)
Total				$4,093,093	Under the limit
			(Note1)

Note: The amount of limit is calculated in accordance with the company's Rules for Making of Endorsements and Guarantees:

1. Maximum endorsement and guarantee amounted to NT$14,538,346 thousand.
2. Maximum endorsement and guarantee for one single enterprise amounted to NT$4,846,115 thousand.
3. The amount of limit referred to above is calculated in accordance with the net value NT$48,461,152 thousand stated in the 2023 audited financial statements.

Report No. 6

Cause of action ： The report on the Company's acquiring the land parcel case of number 9 in the Huaya section from related party

Explanation ： 1.Reasons and necessity of transaction:

Advantech considers the industrial characteristics and the production capacity strategies while facing global geopolitical risks, and concludes that it is necessary to have the production base in Taiwan expanded appropriately in a long run. Also, Advantech has the aspects of operating synergy, industrial clustering, land use efficiency, price cost, and other relevant aspects assessed comprehensively. In general, Land Parcel case of No. 9 in Huaya Section is the best choice for the company in terms of comprehensive land development conditions and logistic support; therefore, this transaction is essential to the company.

2.Transaction Amount, Review Procedures, and Compliance:

The related party transaction case was approved by the Audit Committee and the Board of Directors of Advantech on October 30, 2023. Advantech acquired the land located at No. 9, Huaya Section, Guishan District, Taoyuan City, totaling 3,121.8 pings (10,320 square meters), from its related party, AIDC Investment Corp. at a total transaction amount of NTD

1.88 billion. The decision‐making process referred to real estate appraisal reports issued by two professional valuation agencies, as well as a reasonable opinion letter from the accountant. After approval by the Board of Directors, the case was publicly disclosed through significant information announcements and a press conference, and the overall process complied with legal and regulatory requirements.

3.Other explanations:

Land Parcel case of No. 9, Huaya Section, Guishan District, Taoyuan City is a "5th industrial zone" with the construction coverage rate of 70% and the floor area ratio of 420% granted, and the ownership cannot be

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transferred currently until obtaining the usage license in 2026 or 2027 according to the industrial zoning regulations. An amount of NT$200 million was paid in 2023 for having the land contract signed and then an amount of NT$1.68 billion will be paid after the land is transferred. The relevant land taxes are to be paid for by the current holder (AIDC Investment Corp.) before the land is transferred. The rights and obligations related to land transfer and settlement are clearly stipulated in a contract signed separately, which has been reviewed by the internal lawyers of Advantech and external lawyers of Lee and Li Attorneys at Law and approved by the Board of Directors, also signed by Independent Director Benson Liu on behalf of Advantech with the rights and interests of Advantech properly protected.

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2. Acknowledgement Items

Acknowlegement 1:	(Proposed by the Board of Directors)
Cause of action	： Adoption of the 2023 Business Report and Financial Statements.
Explanation	： 1.The 2023 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, Liang, Hua‐Ling and Lin, Yi‐Fan, 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 III.(P10~40)
Resolution	：
Acknowledgement 2:	(Proposed by the Board of Directors)
Cause of action	： Adoption of the Proposal for Distribution of 2023 Earnings.
Explanation	： 1.Please refer to the 2023 profit distribution table in Attachment IV.(P41)
	2. The Company's net income after tax of FY2023 was NT$10,837,529,628 (EPS
	NT$12.65) and resulted from adding NT$8,670,220,044 of undistributed
	earnings at the beginning of the period, deducting NT$31,987,586 of
	retained earnings from investments accounted for using equity method,
	adding NT$2,241,658 of re‐measured amount of the benefit plan recognized
	in retained earnings , and adding disposing the investments in equity
	instruments measured at fair value through other comprehensive income, the
	NT$ 121,416,286 cumulative profit and losses directly transferred to retained
	earnings. After appropriating the legal reserve of NT$1,092,920,004 and
	reversing special reserves of NT$ 0, the available surplus for distribution is
	NT$18,506,500,084. The proposed distribution is as follows:
	(1) The amounts of NT$8,155,268,901 (cash dividends) out of the 2023
	earnings are appropriated for distribution as cash dividends and share
	dividends to shareholders, respectively. The dividend will be calculated
	based on the total number of outstanding common shares issued as of
	December 31, 2023, which is 858,449,358 shares. The proposed cash
	dividend to be distributed to shareholders is NT$9.5 per share.
	(2) 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.
	(3) 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.
Resolution	：

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1. Other Business and Special Motions
2. Adjournment

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ATTACHMENTS

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