Chailease : General Meeting

Taiwan Stock Code: 5871

Chailease Holding Company Limited

Notice

Resolutions of the 2023 Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Chailease Holding Company Limited was held at 2F, 399 Rueiguang Rd., Neihu District, Taipei on May 24, 2023, where the following resolutions have been passed. For more information, please visit the Company's website at https://www.chaileaseholding.com/en/InvestorRelations/Shareholder.

1. Matters to Report (Omitted)
2. Matters for Adoption

Proposal 1: To accept 2022 Business Report and Financial Statements.

(Proposed by the Board of directors)

Explanation:

1. Chailease Holding Company Limited's Financial Statements, including the balance sheet, income statement, statement of changes in shareholders' equity, and statement of cash flows, were audited by independent auditors, Ms. Wan-WanLin and Ms. Shu-MinHsu the partners of KPMG, Taipei. Also the Financial Statements have been approved by the Board and examined by the Audit Committee of Chailease Holding Company Limited.
2. The 2022 Business Report, independent auditors' audit report, and the above-mentioned Financial Statements are attached in this Handbook, Attachment 1 and Attachment 5.

Voting Results:

1,360,809,304 shares were represented at the time of voting；1,209,230,443 shares voted for the proposal ,representing 88.86% of the total represented shares present；891,970 shares voted against the proposal, representing 0.06% of the total represented shares present；0 votes were invalidly cast, representing 0% of the total represented shares present；150,686,891 votes were abstained, representing 11.07% of the total represented shares present。

RESOLVED, that the above proposal be and hereby was approved as proposed.

Proposal 2: To approve the Proposal for Distribution of 2022 Profits.

(Proposed by the Board of directors)

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Explanation:

1. The Company's operating result of the year 2022 generated a net profit of NT$27,221,727 thousand. The Company proposes the profit distribution of 2022 as follows:
2. 1. To reverse the special reserve of NT$2,185,379,486 in accordance with the Article 41 of the Securities and Exchange Act.
   2. First, to pay a cash dividend on Preferred Shares A totalling NT$570,000,000.
   3. Next, to pay a cash dividend per common share of NT$6.4 totalling NT$10,130,650,579.
   4. To pay a stock dividend per common share of NT$0.2 totalling NT$316,582,830 by issuing 31,658,283 new common shares.
   5. Cash payment shall be rounded to one NTD (amounts less than one NTD shall be ignored).
   6. The Distribution and Appropriation of retained earnings for the year 2021 is attached in this Handbook, Attachment 6.
3. If the number of total shares outstanding changed, such that the dividends ratio per share should be adjusted, the Chairman of the Board of Directors is authorized to adjust the ratio and deal with relative matters.
4. After the proposal has been discussed and approved the shareholders' meeting, the Board of Directors is authorized to set the record date for distributing the cash dividend and stock dividend and handling other relevant distribution matters.

Voting Results:

1,360,809,304 shares were represented at the time of voting；1,211,017,012 shares voted for the proposal ,representing 88.99% of the total represented shares present；442,756 shares voted against the proposal, representing 0.03% of the total represented shares present；0 votes were invalidly cast, representing 0% of the total represented shares present；149,349,536 votes were abstained, representing 10.97% of the total represented shares present。

RESOLVED, that the above proposal be and hereby was approved as proposed.

C. Matters for Discussion

Proposal 1: Issuance of new shares via capitalization of retained earnings.

(Proposed by the Board of directors)

Explanation:

1. For the needs of future business development, it is proposed to allot NTD316,582,830 from unappropriated retained earnings for capitalization and issue 31,658,283 new common shares with NTD10 par value as stock dividends.
2. The Company will pay a stock dividend of 20 shares to every 1,000 common shares ("Dividend Ratio") in proportion to the shareholdings shown on the shareholder register as of the ex-right date, which will be issued at NTD10 par value. For fractional shares, the shareholders may make an application with the Company's stock agent for aggregating their fractional shares into one share within five days of the ex-right date; provided, however, that

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if there are any fractional shares left, the Company will pay cash in NTD, rounded down to NTD 1, in lieu of stock dividends and the Chairman of the Board of Directors ("Chairman") is authorized to allot such fractional shares for subscription by designated persons. The total issued and outstanding common shares of the Company after the proposed capitalization will be increased from 1,582,914,153 shares to 1,614,572,436 shares.

1. The shareholder's rights and obligations of the new shares to be issued shall rank pari passu in all respects with the issued and outstanding common shares of the Company.
2. It is proposed to authorize the Chairman to handle all matters relating to the proposed capitalization depending on actual needs or accommodating the competent authority's requirement to make any change thereto.

Voting Results:

1,360,898,173 shares were represented at the time of voting；1,200,973,015 shares voted for the proposal ,representing 88.24% of the total represented shares present；404,619 shares voted against the proposal, representing 0.02% of the total represented shares present；0 votes were invalidly cast, representing 0% of the total represented shares present；159,520,539 votes were abstained, representing 11.72% of the total represented shares present。

RESOLVED, that the above proposal be and hereby was approved as proposed.

Proposal 2: Amendment to the "Memorandum & Articles of Association"

(Proposed by the Board of directors)

Explanation:

1. Pursuant to the revised Foreign Issuer Shareholders Protection Checklist by Taiwan Stock Exchange, and with an aim to incorporate cash capital increased through the issuance of preferred shares in 2020, the MEMORANDUM & ARTICLES OF ASSOCIATION OF CHAILEASE HOLDING COMPANY LIMITED is proposed to be amended accordingly.
2. Please refer to the Attachment 7 for Comparison Table for the Amendments to the "Memorandum and Articles of Association ".

Voting Results:

1,360,898,173 shares were represented at the time of voting；1,200,595,683 shares voted for the proposal ,representing 88.22% of the total represented shares present；374,813 shares voted against the proposal, representing 0.02% of the total represented shares present；0 votes were invalidly cast, representing 0% of the total represented shares present；159,927,677 votes were abstained, representing 11.75% of the total represented shares present。

RESOLVED, that the above proposal be and hereby was approved as proposed.

Proposal 3: To consider and approve the Company's plan to raise long-term capital.

(Proposed by the Board of directors)

Explanation:

1. In reply to the capital needs for the Company's future long-term strategic development and

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operational growth (including but not limited to working capital, long-term investment, debt repayment and other one or multiple usages), and to internationalize and to diversify fundraising methods, it is proposed that Annual General Meeting authorizes the Board of Directors to raise long-term funds, under appropriate timing and in compliance with the Company's Memorandum and Articles of Association ("M&A") and relevant laws and regulations, through any one or combination of the following measures: issuance of common shares and/ or preferred shares for cash capital increase in Taiwan, and/ or issuance of global depositary receipts ("GDRs") through the issuance of common shares by capital increase.

1. The total amount authorized for this long-term fund raising plan shall not exceed 150,000,000 shares (including common shares and preferred shares).
2. It is proposed that Annual General Meeting authorize the Board of Directors with full power to decide, adjust, amend and implement the fund-raising plan (including but not limited to actual issuance price, issuance terms, proposed items, offering size, progress and projected effects) as well as all matters related to the issuance plan. It is also proposed that Annual General Meeting authorize the Chairman or his designated person to approve and sign all documents related to the issuance and handle all relevant matters on behalf of the Company. If in the future, any amendment on the plan is required due to the request of the competent authority or based on operational assessment or objective environmental circumstances, it is further proposed that the Board of Directors is fully authorized to handle such amendment in accordance with relevant laws and regulations.
3. It is proposed that the Chairman is fully authorized to handle any matters not fully provided for above in accordance with relevant laws and regulations.
4. Please refer to Attachment 8 for detailed explanations of this long-term capital raising plan. Voting Results:

1,360,898,173 shares were represented at the time of voting；1,200,393,321 shares voted for the proposal ,representing 88.20% of the total represented shares present；1,259,555 shares voted against the proposal, representing 0.09% of the total represented shares present；0 votes were invalidly cast, representing 0% of the total represented shares present；159,245,297 votes were abstained, representing 11.70% of the total represented shares present。

RESOLVED, that the above proposal be and hereby was approved as proposed.

Proposal 4:

To consider and approve the assessment and planning of making the initial public offering of ordinary shares and applying for listing on the stock exchange in Malaysia by the Company's subsidiary Chailease Berjaya Credit Sdn. Bhd. (incorporated in Malaysia).

(Proposed by the Board of directors)

Explanation:

1. In order to accelerate the development of Malaysia market, diversify funding channels and increase the competitiveness, Chailease Berjaya Credit Sdn. Bhd. ("CHBE"), a 70% owned subsidiary of Chailease International Company (Malaysia) Limited ("CL(MY)") which is a

100% owned subsidiary of the Company, is assessing and planning to make the initial public offering of ordinary shares and to apply for listing on Bursa Malaysia Berhad ("Bursa")

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(hereinafter, the "Offering").

2. The impact on the Company's finance and business, estimated adjustments regarding organizational structure and business and their impact on the Company, the method of dispersing CHBE's equity, the expected reduction in shareholding ratio, the basis of price determination, the parties to whom equities are to be assigned or specified persons being contacted are described as below.

1. Financial impacts: CHBE remains a consolidated subsidiary of the Company after its listing. The shareholding ratio of CL (MY) to CHBE will be reduced from the current 70% to around 60.2% or the reduction will be less than 10% after listing. It is expected that CHBE will increase brand awareness, optimize financial structure, diversify funding channels and attract outstanding talents after the Offering, and hence to promote its future business expansion. Therefore, it is expected that the revenue and profit of CHBE will increase and the impact generated by the dilution of equity on the attributable profit of CHBE towards the Company shall be minor in the future. In addition, the release of CHBE's shares will not generate profit or loss, but will increase the shareholders' equity of the Company. The specific amount will depend on the share price of CHBE's listing.
2. Business impacts: CHBE's listing in Malaysia will increase brand awareness, attract outstanding talents, accelerating the development of local market and new business, and will let the local financial institutions, enterprises and investors to have more understanding in CHBE, which will contribute to the layout of the Company in Malaysia.
3. Estimated organization structure and business adjustments and their impacts: CHBE's business nature remains unchanged. CHBE will increase the number of board members, establish functional committees and expand workforce in accordance with securities regulations in Malaysia, listing requirements or requirements from underwriters. These shall enhance CHBE's business operation, financial transparency and corporate governance, and further enhance the actual internal value, which shall be positive benefits for the development of the Company. Meanwhile, the Company will still indirectly hold CHBE's equity through the wholly-owned subsidiary of CL (MY) and CHBE remains a subsidiary of CL(MY) in the future. The Company will not adjust the shareholding structure of CL (MY) and CHBE, thus the Offering shall have no major impact on the Company.
4. Method of dispersing CHBE's equity and the expected reduction in shareholding ratio:
   CHBE will release its shares by both issuing new shares and selling its original shares held by its original shareholder. CHBE will issue shares in compliance with related regulations in Malaysia. The shareholding ratio of public shareholders (original shareholders excluded) is expected to be no more than 25% of total outstanding shares of CHBE after issuance of new shares. The shareholding ratio of CL (MY) to CHBE will be reduced from the current 70% to around 60.2% or the reduction will be less than 10%. However, the final number of issuance and the shareholding ratio of public shareholders (original shareholders excluded) will be determined by CHBE through negotiation with underwriters in accordance with laws and regulations, capital needs,

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