Chailease Holding Co. Ltd.TWSE: 5871

General Meeting - CHAILEASE HOLDING COMPANY LIMITED

· Issued by Chailease Holding Co. Ltd.


Taiwan Stock Code: 5871

Chailease Holding Company Limited Notice Resolutions of the 2025 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 28, 2025,

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

    Report No. 1

    2024 Business Reports.

    Report No. 2

    Audit Committee's Review Report.

    Report No. 3

    To report the Distribution of Employees' and Directors' compensation of the year 2024.

  2. Matters for Adoption

    Proposal 1: To accept 2024 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. Shu-Min Hsu and Mr. Tsao-Jen Wu 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 2024 Business Report, independent auditors' audit report, and the above-mentioned Financial Statements, are attached in the Handbook, Attachment 1 and Attachment 3.

    Voting Results:

    1,097,418,395 shares were represented at the time of voting；1,013,508,729 shares voted for the proposal ,representing 92.35% of the total represented shares present；523,502 shares voted against the proposal, representing 0.04% of the total represented shares present；0 votes were invalidly cast, representing 0% of the total represented shares present；83,386,164 votes were abstained, representing 7.59% 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 2024 Profits.

    (Proposed by the Board of directors)

    Explanation:

    1. The Company's operating result of the year 2024 generated a net profit of NT$22,585,782 thousand. The Company proposes the profit distribution of 2024 as follows:

      1. To revers the special reserve of NT$3,541,758,291 in accordance with the Article 41 of the Securities and Exchange Act.

      2. To pay a cash dividend on Preferred Shares A totaling NT$570,000,000.

      3. To pay a cash dividend per common share of NT$6.1 totalling NT$10,234,969,692.

      4. To pay a stock dividend per common share of NT$0.2 totalling NT$335,572,770 by issuing 33,557,277 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 2024, is attached in the Handbook, Attachment 4.

    2. 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:

    1,097,418,395 shares were represented at the time of voting；1,014,846,447 shares voted for the proposal ,representing 92.47% of the total represented shares present；742,340 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；81,829,608 votes were abstained, representing 7.45% of the total represented shares present。

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

  3. 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 NTD335,572,770 from unappropriated retained earnings for capitalization and issue 33,557,277 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 if there are any fractional shares left, the Chairman of the Board of Directors ("Chairman") is authorized to allot such fractional shares for subscription by designated persons. Because the Company's shares are issued on an immaterial basis in accordance with the law and in conjunction with the registration and the book-entry transfer and allotment operation of securities depository and clearing institutions, the cash payment of fractional shares will be used for the handling of the immaterial transfers and other necessary expenses.

    3. The total issued and outstanding common shares of the Company after the proposed capitalization will be increased from 1,677,863,884 shares to 1,711,421,161 shares.

    4. 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.

    5. 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:

    1,097,418,395 shares were represented at the time of voting；1,014,406,652 shares voted for the proposal ,representing 92.43% of the total represented shares present；1,064,411 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；81,947,332 votes were abstained, representing 7.46% of the total represented shares present。

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

    Proposal 2: Amendment to the "Operational Procedures for Endorsements/Guarantees for Others".

    (Proposed by the Board of directors)

    Explanation:

    1. To incorporate the provisions of the laws and regulations, it is proposed to amend the "Operational Procedures for Endorsements / Guarantees for Others".

    2. Please refer to the Attachment 5 of the "Comparisons Table of Amendment to Operational Procedures for Endorsements / Guarantees for Others".

    Voting Results:

    1,097,418,395 shares were represented at the time of voting；949,980,798 shares voted for the proposal ,representing 86.56% of the total represented shares present；62,198,823 shares voted against the proposal, representing 5.66% of the total represented shares present；0 votes were invalidly cast, representing 0% of the total represented shares present；85,238,774 votes were abstained, representing 7.76% of the total represented shares present。

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

    Proposal 3: 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, the MEMORANDUM & ARTICLES OF ASSOCIATION OF CHAILEASE

      HOLDING COMPANY LIMITED is proposed to be amended accordingly.

    2. Please refer to the Attachment 6 of the Amendment Comparison Table of the MEMORANDUM & ARTICLES OF ASSOCIATION OF CHAILEASE HOLDING COMPANY LIMITED.

    Voting Results:

    1,097,418,395 shares were represented at the time of voting；1,014,815,415 shares voted for the proposal ,representing 92.47% of the total represented shares present；719,920 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；81,883,060 votes were abstained, representing 7.46% 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 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 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.

    2. The total amount authorized for this long-term fund raising plan shall not exceed 150,000,000 shares (including common shares and preferred shares).

    3. The rights and obligations of the new common shares to be issued for cash capital increase in Taiwan or for the issuance of GDRs are identical to those of the outstanding shares of the Company.

    4. 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.

    5. 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.

    6. Please refer to the Attachment 7 for the detailed explanations of this long-term capital raising plan. Voting Results:

    1,097,418,395 shares were represented at the time of voting；997,268,497 shares voted for the proposal ,representing 90.87% of the total represented shares present；17,603,769 shares voted against the proposal, representing 1.60% of the total represented shares present；0 votes were invalidly cast, representing 0% of the total represented shares present；82,546,129 votes were abstained, representing 7.52% of the total represented shares present。

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

    Proposal 5: Proposal of releasing the Non-Competition Restrictions on Directors. (Proposed by the Board of directors)

    Explanation:

    1. Pursuant to Article 109 of the Company's Memorandum and Articles of Association, a director who does anything for himself or on behalf of another person that is within the scope of the Company's business shall declare the essential contents of such behaviour to the general meeting and be approved by Supermajority Resolution.

    2. It is hereby proposed to release the non-compete duty of the Directors of the Company, without prejudice to the interests of the Company, and submit such proposal to the 2025 Annual General Meeting for approval upon the resolution of Board of Directors.

    3. Please refer to the Attachment 8 for director's current position. Voting Results:

    1,060,370,222 shares were represented at the time of voting；962,890,827 shares voted for the proposal ,representing 90.80% of the total represented shares present；2,128,855 shares voted against the proposal, representing 0.20% of the total represented shares present；0 votes were invalidly cast, representing 0% of the total represented shares present；95,350,540 votes were abstained, representing 8.99% of the total represented shares present。

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

  4. Any Other Special Motion for Discussion

No other motion was proposed, and the Chairman declared the meeting closed.

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