Getac : 2022 AGM Meeting Handbook

Stock Code 3005

Getac Holdings Corporation

(Original name: Getac Technology Corporation)

2022 Annual General Shareholders Meeting

Handbook

The original of this handbook is written in Chinese language. If there is any discrepancy between the Chinese version and this English translation, the Chinese version shall prevail.

May 27,2022

Table of Contents

	Page No.
Meeting Agenda	3
Report Items	4
Ratification Items	5
Discussion Items	7
Election Items	9
Other Items	10
Questions and Motions	10

Attachments
Attachment 1: The Audit Committee's Review Report	11
Attachment 2: 2021 Business Report	12
Attachment 3: 2021 Financial Statements	14
Attachment 4: Comparison Table of Amendment to the Articles of
Incorporation	39
Attachment 5: Comparison Table of Amendment to the Procedures for
Acquisition and Disposal of Assets	42
Attachment 6: Comparison Table of Amendment to the Procedures for
Derivatives Trading	50
Attachment 7: Comparison Table of Amendment to the Procedures for
Loaning Funds to Others	51
Attachment 8: List of the Candidates for Directors (Including Independent
Directors)	52
Attachment 9: List of Proposed Release of Non-competition Restrictions on
Director Candidates in 2022 Annual General Shareholders
Meeting	55

-1-

Appendix
Appendix 1: The Articles of Incorporation (Original)	56
Appendix 2: Rules of Procedure for Shareholders Meetings	62
Appendix 3: Procedure for Election of Directors	71
Appendix 4: Shareholdings of All Directors	74

-2-

Getac Holdings Corporation

(Original name: Getac Technology Corporation)

2022 Annual General Shareholders Meeting Agenda

Means of Meeting Convention: Physical Shareholders Meeting

Date/Time: May 27, 2022, Friday, 09:00 a.m.

Location: 1F., No. 209, Sec.1, Nangang Rd., Nangang Dist., Taipei City, Taiwan, R.O.C.

Call the Meeting to Order

Chairman Remarks

Report Items

1. Report on 2021 Business Report
2. Report on Audit Committee's Review Report
3. Report on 2021 Distribution of Remunerations to Employees and Directors
4. Report on 2021 Earnings Distribution of Cash Dividend

Ratification Items

1.Ratification of the 2021 Business Report and Financial Statements 2.Ratification of the 2021 Earnings Distribution

Discussion Items

1. Proposal for amendments to the "Articles of Incorporation"
2. Proposal for amendments to the"Procedures for Acquisition and Disposal of Assets" "Procedures for Derivatives Trading" and"Procedures for Loaning Funds to Others"

Election Items

1.Election of Directors

Other Items

1. Release of Directors from Non-competition Restrictions

Questions and Motions

Adjournment

-3-

Report Items

Agenda 1

Proposal: 2021 Business Report.

Description: Please refer to Attachment 2.

Agenda 2

Proposal: Audit Committee's Review Report on various 2021 statements and related reports.

Description: Please refer to Attachment 1.

Agenda 3

Proposal: 2021 Distribution of Remunerations to Employees and Directors. Description:

1.According to Paragraph 1 Article 23 of the Articles of Incorporation, when the Company has a profit for any fiscal year, the Company shall allocate at least 1%~10% of the profit as compensation to be issued to its employees and not in excess of 1% of the profit as remunerations to directors of the Company.

2.The Company's cash remunerations to employees and directors in 2021 were NTD53, 600,000 and NTD7,200,000, respectively.

Agenda 4

Proposal: 2021 Earnings Distribution of Cash Dividend.

Description:

1.Pursuant to Paragraph 5 Article 240 of the Company Act and Paragraph 3 Article 23 of the Articles of Incorporation, in circumstances where dividends are distributed in cash, the Board is authorized to determine the distribution and shall report it to the Shareholders' Meeting.

2.The Board has approved the appropriation of cash dividends of NT$ 2,154,074,940 at NT$ 3.6 per share (As number of shares qualifies for the allocation changed due to the exercise of the employee stock option, the cash dividend payout ratio is adjusted to NT$3.58979344 per share accordingly). The Cash dividend has been distributed on April 27th, 2022.

-4-