Phison Electronics : Meeting Minutes of 2023 Annual General Shareholders’ Meeting

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III. Matters to Report (Proposed by Board of Directors)

Case No. 1: The Company's 2022 business report, please refer to Attachment 1.

Case No. 2: Report on Audit Committee's Review Report of 2022 Financial Statements, please refer to Attachment 2.

Case No. 3: Report on 2022 Employees' and Directors' Remuneration Distribution.

Explanation: 1. According to Article 19 of the Articles of Association of the Company, "If the Company makes profits in the year, it shall appropriate 8% to 19% for employees' compensation and no more than 1.5% for directors compensations".

2. In the year of 2022, the Company earned NT$7,267,623,980 (the amount represents the pre-tax profit before deducting of employees' and directors' remuneration), and it intends to distribute NT$1,000,000,000 from 2022's profits for employees' compensation (about 13.76% of the profits for the year 2022) and NT$35,000,000 for directors (about 0.48% of the profits for the year 2022), all in cash.

Case No. 4: Report on the Company's surplus earning distribution in the form of cash dividends of 2022.

Explanation: Pursuant to the Company Act and the Articles of Association of the Company, the surplus earning distribution of the Company may be proposed at the close of each half fiscal year. If the surplus earning distribution is distributed in cash, the Board of Directors is authorized to adopt a resolution to distribute the surplus earning. The implementation of the Company's surplus earning distribution in the form of cash dividends of 2022:

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	Date of the	Date of	Cash dividend	Total amount of
	resolution of the
2022	distribution	per share	cash dividend
Board
	(YYYY/MM/DD)	(NTD)	(NTD)
	(YYYY/MM/DD)
H1	2022/07/29	2023/01/06	10.27746561	1,970,739,930
(Note 1)
H2	2023/03/15	Not yet decided	4.5	865,961,969
(Note 2)
		Total		2,836,701,899

Note 1: The distribution amount per share is calculated based on the actual total number of outstanding shares adjusted for the ex-dividend date.

Note 2: Based on the Company's actual total number of 192,435,993 outstanding shares as of February 28, 2023, and the proposed cash dividend per share is NT$4.5. The actual amount of cash dividends to be distributed per share will be calculated based on the actual total number of shares in circulation on the ex-dividend date, and will be distributed in accordance with the shares held by the shareholders listed in the shareholders' register on the ex-dividend date. The cash dividends are calculated up to NT$1. Decimal points are rounded down and the uncounted shares in fractions of NT$1 shall be transferred to the Company's Employee Benefits Committee.

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Case No. 5: Report on the implementation of the First Domestic Unsecured Convertible Corporate Bonds of the Company.

Explanation: The implementation of the First Domestic Unsecured Convertible Corporate Bonds of the Company are as follows:

Name	Phison Electronics Corporation
First Domestic Unsecured Convertible Corporate
	Bonds
Date of approval	September 8, 2021
Reason of issuance	Purchase real estate, plant and equipment, repletion of
working capital
Date of issuance	December 17, 2021
Total amount of issuance	NT$3,500,000,000
Par value of issuance	NT$100,000
Price of issuance	NT$100,500
Duration of issuance	Three years. From December 17, 2021 to December
17, 2024
Coupon rate	0.00%
Current conversion price	NT$520.6
	Unless the holder of the convertible corporate bonds
	has converted the bonds into the common stock of the
	Company in accordance with Article 10 of the
	Regulations for the Issuance and Conversion of the
	First Domestic Unsecured Convertible Corporate
	Bonds, or the Company has redeemed the bonds in
	advance in accordance with Article 18 of the
Repayment method	aforementioned Regulation, or the Company has
	repurchased and canceled the convertible corporate
	bonds at the business offices of securities firms, the
	Company shall repay the convertible corporate bonds
	in cash in one lump sum according to the face value of
	the bonds upon maturity. The payment will be made in
	ten business days (including the tenth business day)
	after the date of maturity.
	As of April 2, 2023 the suspended conversion date of
Conversion situation	the Company Bond, No conversion situation of this
	convertible corporate bond.

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Case No. 6: Report on the actual handling situation of 2022 general shareholders' meeting's resolution on private placement of common shares.

Explanation: The Company resolved a private placement of common shares which do not exceed 18,000,000 shares at the 2022 general shareholders' meeting on May 24 2022, and resolution was granted to proceed one or two times within one year from the date of the resolution of the general shareholders' meeting. The board of directors decided that this private placement of common shares would no longer be conducted as the expiration date was approaching and the abovementioned private placement of common shares has not yet been issued, and there is no plan to proceed with the private placement of common shares in the remaining time period.

Case No. 7: Report on the Implementation of Treasury Stocks and Rules of Share Repurchase and Transferring to the Employees, please refer to Attachment 3.

Case No. 8: Amendment to part of the "Corporate Governance Best Practice Principles" of the Company.

Explanation: 1. In response to the amendments to the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" on December 8, 2021 (No. 1100024981) and on March 8, 2022 (No. 1110004250), the Company revised part of the "Corporate Governance Best Practice Principles".

2. Please refer to Attachment 4 for the comparison table of the above amendments.

Case No. 9: Report of the Company's Investment in the Mainland, please refer to Attachment 5.

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