Delta Electronics : 4/29/20242024 Annual General Shareholders' Meeting Agenda

Ticket Number: 2308

Delta Electronics, Inc.

2024 Annual General Shareholders' Meeting

Handbook

(Translation)

(This English translation is prepared in accordance with the Chinese version and is for reference purposes only. If there is any inconsistency between the Chinese version and this translation, the Chinese version shall prevail.)

Date of the Meeting: May 30, 2024 at 10:00 a.m.

Type of the Meeting：Physical Shareholders' Meeting

Place of the Meeting: Auditorium, 8F., No.16, Tungyuan Road, Chungli District, Taoyuan City

Handbook for the 2024 Annual General Shareholders' Meeting of Delta Electronics, Inc.

Table of Contents

1. Meeting Procedures

1. Meeting Agenda
2. 1. Report Items
   2. 1. The Company's 2023 Operation Results
      2. The Company's 2023 Financial Results
      3. The Company's Audit and Risk Committee's Review Opinions on 2023 Annual Final Accounting Books and Statements
      4. The Company's Report on 2023 Employees' and Directors' Compensation
      5. The Company's Report on Issuance of Unsecured Ordinary Corporate Bond
   3. Proposal Items
   4. 1. Adoption of the Company's 2023 Annual Business Report and Financial Statements
      2. Adoption of the Company's 2023 Earnings Distribution
   5. Discussion Items
   6. 1. Discussion of the Amendments to the Company's "Articles of Incorporation"
      2. Discussion of the Amendments to the Company's "Operating Procedures of Acquisition or Disposal of Assets", "Operating Procedures of Fund Lending" and "Operating Procedures of Endorsement and Guarantee"
   7. Election Item
      Election of the Company's Directors
   8. Other Proposal
      Discussion of the Release from Non-competition Restrictions on the Company's Directors
   9. Extemporary Motions Meeting Adjourn

1. Appendices
2. 1. Business Report
   2. 2023 Parent Company Only Financial Statements and CPA Audit Report
   3. 2023 Consolidated Financial Statements and CPA Audit Report
   4. Audit and Risk Committee's Review Opinions on 2023 Annual Final Accounting Books and Statements
   5. Articles of Incorporation
   6. Operating Procedures of Acquisition or Disposal of Assets
   7. Operating Procedures of Fund Lending
   8. Operating Procedures of Endorsement and Guarantee
   9. Important Positions of Director Candidates in Other Companies
   10. Director Election Regulations
   11. Shareholders' Meeting Rules and Procedures
   12. Effect of Issuance of Bonus Shares to be Resolved at this Annual General Shareholders'
       Meeting on Operating Performance and Earnings Per Share

1

1. Shareholdings of All Directors of the Company
2. Relevant Information on Proposals and Nomination Made by Shareholders Who Hold 1% or More of the Total Issued Shares of the Company
3. Delta Electronics' Climate Transition Plan

Note: The Company's 2023 Parent Company Only Financial Statements, 2023 Consolidated Financial Statements and 2024 Annual General Shareholders' Meeting Handbook are available on the "Market Observation Post System" website; please visit https://mops.twse.com.twfor details.

2

1. MEETING PROCEDURES
   Procedures of Delta Electronics, Inc. 2024 Annual General Shareholders' Meeting
2. 1. Call meeting to order
   2. Chairman takes his place
   3. All rise
   4. Singing of national anthem
   5. Three respectful bows to the national flag and portrait of Dr. Sun Yat-Sen
   6. Chairman's address
   7. Report items
   8. Proposal items
   9. Discussion items
      Voting and resolution for each of the proposal and discussion items
   10. Election item
       Voting for election item
   11. Other Proposal
       Discussion of the release from non-competition restrictions on the Company's directors Voting and resolution for the proposal
   12. Extemporary motions
   13. Meeting adjourn

3

1. MEETING AGENDA
   1. Report Items
2. 1. The Company's 2023 Operation Results See Appendix 1: Business Report
   2. The Company's 2023 Financial Results
   3. 1. PricewaterhouseCoopers CPA Audit Report (Parent Company Only Financial Statements)
         See Appendix 2: PricewaterhouseCoopers CPA Audit Report
      2. Parent Company Only Balance Sheet as of December 31, 2023 See Appendix 2: Parent Company Only Balance Sheet
      3. Parent Company Only Comprehensive Income Statement (January 1, 2023~December 31, 2023)
         See Appendix 2: Parent Company Only Comprehensive Income Statement
      4. Parent Company Only Statement of Changes in Equity (January 1, 2023~December 31, 2023)
         See Appendix 2: Parent Company Only Statement of Changes in Equity
      5. Parent Company Only Cash Flow Statement (January 1, 2023~December 31, 2023) See Appendix 2: Parent Company Only Cash Flow Statement
      6. PricewaterhouseCoopers CPA Audit Report (Consolidated Financial Statements) See Appendix 3: PricewaterhouseCoopers CPA Audit Report
      7. Consolidated Balance Sheet as of December 31, 2023 See Appendix 3: Consolidated Balance Sheet
      8. Consolidated Comprehensive Income Statement (January 1, 2023~December 31, 2023) See Appendix 3: Consolidated Statement of Comprehensive Income
      9. Consolidated Statement of Changes in Equity (January 1, 2023~December 31, 2023) See Appendix 3: Consolidated Statement of Changes in Equity
      10. Consolidated Cash Flow Statement (January 1, 2023~December 31, 2023) See Appendix 3: Consolidated Cash Flow Statement
   4. The Company's Audit and Risk Committee's Review Opinions on 2023 Annual Final Accounting Books and Statements
      See Appendix 4: Audit and Risk Committee's Review Opinions on 2023 Annual Final Accounting Books and Statements.
   5. The Company's Report on 2023 Employees' and Directors' Compensation
      The Company's annual profit in 2023 is NT$41,206,378,683, of which 7.7% is allocated as the employees' compensation in cash totaling NT$3,172,303,206 and 0.15% is allocated as the directors' compensation in cash totaling NT$61,660,000.

4

1. The Company's Report on Issuance of Unsecured Ordinary Corporate Bond
2. 1. In order to replenish working capital, repay debt and/or support capital expenditures related to business expansion and other medium and long-term funding needs, the Board of Directors of the Company approved the issuance of unsecured ordinary corporate bond and/or sustainable bond on February 22, 2023 and February 29, 2024 respectively. The each aggregate amount does not exceed NT$50 billion and NT$30 billion, which may be issued once or in installments within one year from the date of the resolution of the Board of Directors.
   2. The Company issued the 1st issuance of unsecured ordinary corporate bond in 2023 (112-1) with totaling amount NT$5 billion. It has been effectively registered on January 3, 2023 upon the letter No. 11100135521 issued by the Taipei Exchange.
   3. The Company issued the 2nd issuance of unsecured ordinary corporate bond in 2023 (112-2) with totaling amount NT$6.5 billion that are comprised of 2 Tranches, Tranche A and Tranche B, according to different issuance period. It has been effective registration on April 18, 2023 upon the letter No. 11200029341 issued by the Taipei Exchange. The amount issued for Tranche A is NT$3.0 billion and the amount issued for Tranche B is NT$3.5 billion.
   4. The Company issued the 3rd issuance of unsecured ordinary corporate bond in 2023 (112-3) with totaling amount NT$6 billion. It has been effectively registered on May 26, 2023 upon the letter No. 11200049781 issued by the Taipei Exchange.
   5. The status of issuance of the unsecured ordinary corporate bond is as below:

5

Status of issuance of corporate bonds

								Unit: NT$1,000
Type of Corporate Bonds		Domestic Unsecured		Domestic Unsecured Bond (112-2)	Domestic Unsecured
	Bond (112-1)
		Tranche A		Tranche B	Bond (112-3)
Issue Date			2023/01/12		2023/04/27		2023/04/27	2023/06/05
Denomination			1,000		1,000	1,000
Offering Price			At Par		At Par	At Par
Total Amount			5,000,000		3,000,000	3,500,000	6,000,000
Coupon			1.83%		1.43%		1.53%	1.49%
Tenure & Maturity Date		3 years		3 years		5 years	3 years
	Maturity：2026/01/12		Maturity：2026/04/27		Maturity：2028/04/27	Maturity：2026/06/05
Guarantor			None		None	None
Trustee			CTBC Bank Co., Ltd.		CTBC Bank Co., Ltd.	CTBC Bank Co., Ltd.
Underwriter			KGI Securities Co. Ltd.		Yuanta Securities Co., Ltd.	KGI Securities Co. Ltd.
Legal Counsel			True Honesty		True Honesty International Law Offices	True Honesty
		International Law Offices		International Law Offices
Auditor			PricewaterhouseCoopers,		PricewaterhouseCoopers, Taiwan	PricewaterhouseCoopers,
		Taiwan		Taiwan
Repayment			Bullet Repayment		Bullet Repayment	Bullet Repayment
Outstanding			5,000,000		3,000,000		3,500,000	6,000,000
Redemption or Early Repayment		None		None	None
Clause
Covenants			None		None	None
Credit Rating Agency, Rating Date		N/A		N/A	N/A
and Rating Result
	As of April 9,
	2024, amount of
	converted or
Other Rights of	exchanged		N/A		N/A	N/A
common shares,
Bondholders
GDRs or other
	securities
	Conversion Right		None		None	None
Dilution Effect and Other Adverse		None		None	None
Effects on Existing Shareholders
Custodian			None		None	None

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2. Proposal Items

1. Adoption of the Company's 2023 Annual Business Report and Financial Statements (Proposed by the Board of Directors)

Explanation:

1. 1. This Company's 2023 Annual Business Report and Financial Statements including the Parent Company Only Financial Statements and Consolidated Financial Statements (please refer to Appendix 1~3) had been resolved by the Board and Directors and reviewed by the Company's Audit and Risk Committee, of which the Parent Company Only Financial Statements and the Consolidated Financial Statements had been audited by CPA, Hsiao, Chun-Yuan and CPA, Chou, Chien-Hung from PricewaterhouseCoopers, Taiwan. The Company's Audit and Risk Committee has found no discrepancies after a thorough review and has made a written review report.
   2. It is proposed by the Board of Directors to submit the 2023 Annual Business Report and Financial Reports to this Annual General Shareholders' Meeting for adoption.
2. Adoption of the Company's 2023 Earnings Distribution (Proposed by the Board of Directors)

Explanation:

1. The 2023 Earnings Distribution Table is compiled as follows in accordance with Company Act and the Articles of Incorporation and had been resolved by the Board of
   Directors and reviewed by the Company's Audit and Risk Committee. The Audit and Risk Committee has found no discrepancies after a thorough review and has made a written review report.
2. The Board of Directors proposed to set aside NT$16,702,203,606 for cash dividends. According to the number of shares issued and entitled to distribution totaling 2,597,543,329, the cash dividends of NT$6.43 per share will be distributed. The Board of Directors authorized the Chairman subject to the approval of Annual General Shareholders' Meeting to set a record date on which the proposed cash dividends would be distributed according to the shareholding ratio of shareholders appeared in the register of shareholders on the designated record date of distribution. In the event that the proposed earnings distribution approved is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a change in common shares (such as, buyback of shares for transfer or cancellation, domestic capital increase by cash, and exercise of employee stock options), it is proposed that the Chairman be authorized to adjust the cash dividends to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.
3. It is proposed by the Board of Directors to submit the 2023 Earnings Distribution to this Annual General Shareholders' Meeting for adoption.

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Delta Electronics, Inc.
2023 Earnings Distribution Table
				Unit: NT$
Item		Description		Amount
Net profit after tax for the year 2023		33,392,665,330
Subtract: Setting aside 10% legal reserve		3,364,650,915
Setting aside special reserve		1,027,059,852
Earnings available for distribution by the end of 2023		29,000,954,563
Add: Retained earnings in the beginning of 2023		50,257,279,711
Profit on disposal of financial assets at fair value through
other comprehensive income in 2023		399,302,577
Subtract: Actuarial profit on defined benefit plan in 2023		144,951,834
Difference between consideration and carring amount of
subsidiaries acquired or disposed in 2023		506,928
Earnings available for distribution by the end of the fiscal year		79,512,078,089
(Note 1)
Distribution Items:
Shareholders' dividends - Cash	NT$6.43 per share	16,702,203,606
Undistributed earnings by the end of 2023		62,809,874,483

(Note 1) The principle of 2023 earnings distribution: earnings available for distribution by the end of the fiscal year shall be distributed first.

(Note 2) Cash dividends distributed are rounded up to NT$1. The total amount of fractional cash dividends less than NT$1 shall be reversed to undistributed earnings.

Chairman: Yancey Hai

Manager: Ping Cheng

Chief Accounting Officer: Beau Yu

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3. Discussion Items

1. Discussion of the Amendments to the Company's "Articles of Incorporation" (Proposed by the Board of Directors)

Explanation:

1. In order to accommodate the Company's business practice, it is proposed to amend certain provisions of the "Articles of Incorporation." Please see the comparison table of revised articles of the "Articles of Incorporation" for the detailed revisions.
2. The proposed amendments are submitted for discussion.

Comparison Table of Revised Articles of the Articles of Incorporation

Article		Article after revision		Article before revision	Explanation
Article 2	The	Company is engaged in the	The Company is engaged in the	Amendments
	following businesses:	following businesses:	are made due
	1.	A101020 Growing of crops;	1.	A101020 Growing of crops;	to the practical
	2.	C801010 Basic chemical industry	2.	A101030 Growing of special	requirement.
		business;		crops;
	3.	C801990 Other chemical material	3.	A101040 Growing of edible fungi;
		manufacturing	4.	A102041 Recreational agriculture;
		business;	5.	C801010 Basic chemical industry
	4.	C802120 Industrial catalyst		business;
		manufacturing;	6.	C801990 Other chemical material
	5.	CA02990 Other fabricated metal		manufacturing
		products manufacturing		business;
		not elsewhere	7.	C802120 Industrial catalyst
		classified;		manufacturing;
	6.	CA04010 Metal surface treating;	8.	CA02990 Other fabricated metal
	7.	CB01010 Machinery equipment		products manufacturing
		manufacturing		not elsewhere
		business;		classified;
	8.	CB01071 Frozen and air-	9.	CA04010 Metal surface treating;
		conditioning	10.CB01010 Machinery equipment
		manufacturing		manufacturing
		business;		business;
	9.	CB01990 Other machinery	11.CB01071 Frozen and air-
		manufacturing		conditioning
		business;		manufacturing
	10.CC01010 Electronic power		business;
		generating, electric	12.CB01990 Other machinery
		transmission and power		manufacturing
		distributing machinery		business;
		manufacturing	13.CC01010 Electronic power
		business;		generating, electric
	11.CC01030 Electric appliance and		transmission and power
		audiovisual electric		distributing machinery
			9