Delta Electronics : 6/5/2024Minutes of 2024 Annual General Shareholders' Meeting

Delta Electronics, Inc. ("Company")

Minutes of 2024 Annual General Shareholders' Meeting

(Translation)

Time: 10:00 AM, May 30, 2024

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

Quorum: 2,303,280,068 shares were represented by the shareholders and proxies present, which amounted to 88.67% of the Company's 2,597,543,329 issued and outstanding shares.

Board Members Present: Yancey Hai, Bruce CH Cheng, Mark Ko, Ping Cheng, Simon Chang, Shan- Shan Guo, Ji-Ren Lee (Independent Director), Jack J. T. Huang (Independent Director), Shyue-Ching Lu (Independent Director), Rose Tsou (Independent Director), and Audrey Tseng (Independent Director). 11 members of the Board of Directors (including 5 Independent Directors) were present.

Attendance: CPA, Mr. Chou, Chien-Hung, PricewaterhouseCoopers, Taiwan, Director, Mr. Roger Wang, PricewaterhouseCoopers, Taiwan, Attorneys-at-Law, Mr. James Chen, Corporate CFO, Mr. Beau Yu and Chief Legal Officer, Mr. Karl Yeh

Chairman: Yancey Hai, Chairman of the Board of Directors

Recorder: Yichun Chen

Commencement: (The aggregate shareholding of the shareholders and proxies present constituted a quorum. The Chairman called the meeting to order.)

Salute according to the etiquette

Chairman's speech: (omitted)

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1. Report Items

1. The Company's 2023 Operation Results (Please see Appendix 1)
2. The Company's 2023 Financial Results (Please see Appendix 2 and 3)
3. The Company's Audit and Risk Committee's Review Opinions on 2023 Annual Final
   Accounting Books and Statements (Please see Appendix 4)
4. 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.
5. The Company's Report on Issuance of Unsecured Ordinary Corporate Bond
6. 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:

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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

There is no question to report items raised by the shareholders.

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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:
2. 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.

Resolution:

There is no question raised by the shareholders. Approved and acknowledged as proposed by the Board of Directors by voting. A total of 2,303,278,468 shares with voting rights were present when votes were cast; the number of voting rights for approval is 2,147,448,647, among which 1,427,093,117 was exercised by electronic transmission; the number of voting rights for rejection is 842,039, among which 842,039 was exercised by electronic transmission; the number of invalid votes is 0, the number of voting rights for abstention is 154,987,782, among which 154,941,944 was exercised by electronic transmission and 93.23% of the total voting rights voted for approval when votes were cast.

1. Adoption of the Company's 2023 Earnings Distribution
   (Proposed by the Board of Directors) Explanation:
2. 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

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number of actual shares outstanding on the record date for distribution.

1. It is proposed by the Board of Directors to submit the 2023 Earnings Distribution to this
   Annual General Shareholders' Meeting for adoption.

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

Resolution:

There is no question raised by the shareholders. Approved and acknowledged as proposed by the Board of Directors by voting. A total of 2,303,278,468 shares with voting rights were present when votes were cast; the number of voting rights for approval is 2,150,338,119, among which 1,429,982,589 was exercised by electronic transmission; the number of voting rights for rejection is 224,722, among which 224,722 was exercised by electronic transmission; the number of invalid votes is 0, the number of voting rights for abstention is 152,715,627, among which 152,669,789 was exercised by electronic transmission and

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93.35% of the total voting rights voted for approval when votes were cast.

3. Discussion Items

1. Discussion of the Amendments to the Company's "Articles of Incorporation"
   (Proposed by the Board of Directors) Explanation:
2. 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
			6

Article		Article after revision		Article before revision	Explanation
		audiovisual electric		distributing machinery
		products manufacturing		manufacturing
		business;		business;
	12.	CC01040 Lighting equipment	14.	CC01030 Electric appliance and
		manufacturing		audiovisual electric
		business;		products manufacturing
	13.	CC01060 Wire communication		business;
		equipment and	15.	CC01040 Lighting equipment
		apparatus		manufacturing
		manufacturing		business;
		business;	16.	CC01060 Wire communication
	14.	CC01070 Wireless		equipment and
		communication devices		apparatus
		and equipment		manufacturing
		manufacturing		business;
		business;	17.	CC01070 Wireless
	15.	CC01080 Electronic parts and		communication devices
		components		and equipment
		manufacturing		manufacturing
		business;		business;
	16.	CC01090 Batteries manufacturing	18.	CC01080 Electronic parts and
		business;		components
	17.	CC01100 Restrained		manufacturing
		telecommunication		business;
		radio frequency	19.	CC01090 Batteries manufacturing
		equipment and		business;
		materials	20.	CC01100 Restrained
		manufacturing;		telecommunication
	18.	CC01110 Computers and its		radio frequency
		peripheral equipment		equipment and
		manufacturing business;		materials
	19.	CC01120 Data storage media		manufacturing;
		manufacturing and	21.	CC01110 Computers and its
		duplicating;		peripheral equipment
	20.	CC01990 Other electrical and		manufacturing business;
		electronic machinery	22.	CC01120 Data storage media
		and materials		manufacturing and
		manufacturing		duplicating;
		business;	23.	CC01990 Other electrical and
	21.	CD01010 Ship and parts		electronic machinery
		manufacturing		and materials
		business;		manufacturing
	22.	CD01020 Tramway cars		business;
			7

Article		Article after revision		Article before revision	Explanation
		manufacturing	24.	CD01010 Ship and parts
		business;		manufacturing
	23.	CD01030 Automobiles and auto-		business;
		parts manufacturing	25.	CD01020 Tramway cars
		business;		manufacturing
	24.	CD01040 Motorcycles and		business;
		motorcycle parts	26.	CD01030 Automobiles and auto-
		manufacturing		parts manufacturing
		business;		business;
	25.	CD01050 Bicycles and bicycle	27.	CD01040 Motorcycles and
		parts manufacturing		motorcycle parts
		business;		manufacturing
	26.	CD01060 Aircraft and parts		business;
		manufacturing	28.	CD01050 Bicycles and bicycle
		business;		parts manufacturing
	27.	CD01990 Other transportation		business;
		equipment and parts	29.	CD01060 Aircraft and parts
		manufacturing		manufacturing
		business;		business;
	28.	CE01010 General equipment and	30.	CD01990 Other transportation
		instruments		equipment and parts
		manufacturing		manufacturing
		business;		business;
	29.	CE01021 Measuring instruments	31.	CE01010 General equipment and
		manufacturing		instruments
		business;		manufacturing
	30.	CE01030 Photographic and		business;
		optical equipment	32.	CE01021 Measuring instruments
		manufacturing		manufacturing
		business;		business;
	31.	CE01040 Clocks and watches	33.	CE01030 Photographic and
		manufacturing		optical equipment
		business;		manufacturing
	32.	CE01990 Other photographic and		business;
		optical equipment	34.	CE01040 Clocks and watches
		manufacturing		manufacturing
		business;		business;
	33.	CF01011 Medical appliances and	35.	CE01990 Other photographic and
		equipment business;		optical equipment
	34.	CQ01010 Die manufacturing;		manufacturing
	35.	E599010 Pipe lines construction		business;
		business;	36.	CF01011 Medical appliances and
	36.	E601010 Electric appliance		equipment business;
			8

Article		Article after revision		Article before revision	Explanation
		installation business;	37.	CQ01010 Die manufacturing;
	37.	E601020 Electric appliance	38.	E599010	Pipe lines construction
		construction business;			business;
	38.	E602011 Frozen and air-	39.	E601010	Electric appliance
		conditioning			installation business;
		engineering;	40.	E601020	Electric appliance
	39.	E603010 Cables construction;			construction business;
	40.	E603040 Fire safety equipment	41.	E602011 Frozen and air-
		installation business;			conditioning
	41.	E603050 Automation control			engineering;
		equipment	42.	E603010	Cables construction;
		manufacturing business;	43.E603040	Fire safety equipment
	42.	E603090 Lighting equipment			installation business;
		installation business;	44.	E603050 Automation control
	43.	E604010 Machinery installation			equipment
		business;			manufacturing business;
	44.	E605010 Computer equipment	45.	E603090	Lighting equipment
		installation business;			installation business;
	45.	E701010 Telecommunications	46.	E604010	Machinery installation
		construction;			business;
	46.	E701030 Restricted	47.	E605010	Computer equipment
		telecommunication radio			installation business;
		frequency equipment	48.	E701010	Telecommunications
		and materials			construction;
		installation business;	49.	E701030	Restricted
	47.	EZ05010 Apparatus installation			telecommunication radio
		and construction			frequency equipment
		business;			and materials
	48.	EZ14010 Sport venue equipment			installation business;
		construction;	50.	EZ05010 Apparatus installation
	49.	F101130 Wholesale of vegetable			and construction
		and fruits;			business;
	50.	F106030 Wholesale of die;	51.	EZ14010 Sport venue equipment
	51.	F106040 Water containers			construction;
		wholesale business;	52.	F101130 Wholesale of vegetable
	52.	F108031 Drugs and medical			and fruits;
		goods wholesale	53.	F106030 Wholesale of die;
		business;	54.	F106040 Water containers
	53.	F113010 Machinery wholesale			wholesale business;
		business;	55.	F108031 Drugs and medical
	54.	F113020 Electrical appliances			goods wholesale
		wholesale business;			business;
	55.	F113030 Wholesale of precision	56.	F113010 Machinery wholesale
			9

Article		Article after revision		Article before revision	Explanation
			Instruments;		business;
	56.	F113050 Computer and office	57.	F113020 Electrical appliances
			appliances and		wholesale business;
			equipment wholesale	58.	F113030 Wholesale of precision
			business;		Instruments;
	57.	F113060 Wholesale of	59.	F113050 Computer and office
			metrological		appliances and
			Instruments;		equipment wholesale
	58.	F113070 Telecommunication		business;
			equipment wholesale	60.	F113060 Wholesale of
			business;		metrological
	59.	F113110 Wholesale of batteries;		Instruments;
	60.	F118010 Computer software	61.	F113070 Telecommunication
			wholesale business;		equipment wholesale
	61.	F119010 Electronic components		business;
			and materials wholesale	62.F113110 Wholesale of batteries;
			business;	63.	F118010 Computer software
	62.	F199990	Other wholesale		wholesale business;
			business;	64.	F119010 Electronic components
	63.	F201010	Retail sale of agricultural		and materials wholesale
			products;		business;
	64.	F206030	Retail sale of die;	65.	F199990 Other wholesale
	65.	F208031	Medical equipment retail		business;
			business;	66.	F201010 Retail sale of agricultural
	66.	F213010	Electrical appliances		products;
			retail business;	67.	F206030 Retail sale of die;
	67.	F213030 Computer and office	68.	F208031 Medical equipment retail
			appliances and		business;
			equipment retail	69.	F213010 Electrical appliances
			business;		retail business;
	68.	F213050	Retail sale of	70.	F213030 Computer and office
			metrological		appliances and
			Instruments;		equipment retail
	69.	F213060 Telecommunication		business;
			equipment retail	71.	F213050 Retail sale of
			business;		metrological
	70.	F213110 Retail sale of batteries;		Instruments;
	71.	F217010	Retail sale of fire safety	72.	F213060 Telecommunication
			equipment;		equipment retail
	72.	F218010	Computer software retail		business;
			business;	73.	F213110 Retail sale of batteries;
	73.	F219010	Electronic components	74.	F217010 Retail sale of fire safety
			and materials retail		equipment;

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