Election of Directors (including Independent Directors)

Election of Directors (including Independent Directors)

According to Wistron's Articles of Incorporation, Wistron will have a Board of Directors consisting of 7 to 9 Directors, who will be elected by the shareholders' meeting from the director candidate list via the candidate nomination system. Each Director will serve an office term of three years and may be re-elected. And the Board of Directors shall be composed of at least 3 Independent Directors, who will be elected at the shareholders’ meeting from the independent director candidate list via the candidate nomination system.

Election of the Directors (including Independent Director) Candidates for the 9th Board of Directors in 2024

Wistron's 9th Board of Directors has its term until July 19, 2024. At the regular meeting on March 13, 2024, Wistron's Board of Directors approved the nominations of 9 Directors (including 5 independent directors), with their three-year term extending from May 30, 2024 to May 29, 2027. All directors (including independent directors) for the 9th Board of Directors will be elected pursuant to the procedure of candidate nomination system.

According to Article 192-1 of the "ROC Company Act", Wistron announced on March 13, 2024 that any shareholder holding 1% or more of the outstanding shares of the Company may nominate candidate(s) for directors (including independent directors) in writing.

1. The number of directors (including independent directors) to be elected: 9 seats (including 5 seats of independent directors).
2. The period for accepting the nomination of director candidates (including independent directors): March 15 to March 25, 2024.
3. The place designated for accepting the roster of director nominees (including independent director): Wistron Shareholders Service Office (Address: No. 158, SingShan Rd., Neihu, Taipei, Taiwan, ROC, Tel: (02)6600-7998).
4. Attachments to be submitted: Any shareholder qualified to so nominate may submit to Wistron the name, educational background and past work experience of the nominee(s), a written statement issued by each nominee assuring that he/she is not prohibited from so acting under any of the circumstances set forth in Article 30 of the ROC Company Act, and other relevant documents signed and provided by each nominee. Without above documents, the name of the nominee(s) will be dropped from the list of the Company’s director candidates (including independent directors).
5. For Wistron’s Board of Directors smoothly reviewing and approving the nomination of director candidates (including independent director), any shareholder qualified to nominate shall send out the motion letter to Wistron via registered post, with “The Motion for Shareholders’ Meeting” being marked on the cover of the envelope. The entire document must arrive at Wistron’s Shareholder Service Office by 5:00 PM, March 25, 2024, or must be postmarked by March 25, 2024.

During the above-mentioned nomination period, none of the shareholders holding 1% or more of the outstanding shares presented a roster of director candidates (including independent director) in writing to the Company during the nomination period for consideration.

At the regular meeting of March 12, 2024, Wistron's Board of Directors reviewed the educational backgrounds, past work experiences, professional qualifications and independence status which met the requirements of Articles 2, 3 & 4 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and Section 4 of Article 192-1 of the “ROC Company Act”. The Board of Directors approved the formal appointment of Mr. Hsien-Ming Lin and other eight persons as the 9 directors candidates (including 5 independent directors) for the 9th Board of Directors to stand for election at Wistron’s 2024 Annual General Shareholders’ Meeting on May 30, 2024.

The Company, in accordance with Article 192-1 of the Taiwanese Company Act, publicly disclosed the director candidates (including independent director) list and related information for the 2021 Annual General Shareholders’ Meeting on the Market Observation Post System.