Sysgration Ltd. - Remuneration Committee

Composition and Responsibilities of the Remuneration Committee

The Company has established a Remuneration Committee composed of three independent directors. Acting with professionalism, objectivity, and independence, the Committee assists the Board of Directors in evaluating remuneration policies, systems, standards, and structures for directors and managerial officers. It also makes recommendations on the reasonableness and appropriateness of remuneration and the soundness of related systems to support the Board’s decision-making.

The Remuneration Committee regularly reviews the remuneration system for directors and managerial officers and evaluates the relationship between remuneration, individual performance, the Company’s operating performance, and risk management. This ensures that the remuneration system complies with applicable laws and regulations while taking into account the Company’s business strategy, long-term development, shareholders’ interests, and sustainable operations objectives.

The Company regularly evaluates the performance of the Remuneration Committee, reviewing its composition, discharge of responsibilities, quality of deliberations, operating efficiency, and overall effectiveness. The results serve as a reference for continuously improving the Committee’s operations and strengthening corporate governance mechanisms.

Professional Qualifications and Experience of Remuneration Committee Members

The members of the Company’s Remuneration Committee have diverse professional backgrounds and practical experience in law, legal research, public affairs, business operations, investment management, and finance. By integrating expertise and practical experience across these fields, they review remuneration policies, systems, and structures for directors and managerial officers from diverse perspectives and provide professional recommendations on the reasonableness of remuneration, its linkage to performance, and related risk management, thereby improving the quality of the Board’s remuneration decisions and strengthening corporate governance mechanisms.

Name	Professional Qualifications and Experience
Chen, Ling-Hsuan	Master of Laws, National Taiwan University Managing Partner, Junlun Law Offices, Taipei (current position)
Chiu, Tai-San	Ph.D. in Law, Graduate Institute of National Development, National Taiwan University Minister of Justice Chair Professor, Department of Financial and Economic Law, Asia University (current position)
Su, Yen-Hsueh	Master of Industrial Administration, Carnegie Mellon University, USA Chief Investment Officer and Senior Vice President, Pegatron Corporation Chief Investment Officer, ASUSTeK Computer Inc. Managing Director, UBS Independent Director, Eslite Spectrum Corporation (current position)

By integrating their diverse professional backgrounds and practical experience, Remuneration Committee members strengthen the review of remuneration policies, systems, and related proposals. They take into account the Company’s operating performance, long-term development, and risk management, promote the reasonableness and transparency of the remuneration system, and continuously improve corporate governance and the effectiveness of sustainable operations.

Principal Powers and Duties of the Remuneration Committee

The Company established the Remuneration Committee to assist the Board of Directors in developing a sound remuneration system for directors and managerial officers, aligning remuneration policies with the Company’s business strategy and operating performance while taking into account the reasonableness of remuneration, risk management, shareholders’ long-term interests, and sustainable operations objectives. Its principal powers and duties are as follows:

Regularly reviewing performance evaluations and remuneration policies, systems, standards, and structures for directors and managerial officers, and making recommendations on the reasonableness and appropriateness of the related systems.
Regularly evaluating remuneration for directors and managerial officers and making remuneration recommendations based on their responsibilities, individual performance, the Company’s operating performance, and related risk factors.
Evaluating the achievement of performance targets by directors and managerial officers and making recommendations on the components and amounts of individual remuneration to support the Board’s decision-making.
Reviewing the relationship between the remuneration system and the Company’s long-term business development and sustainable operations objectives to prevent remuneration arrangements from encouraging conduct beyond the Company’s risk tolerance.
Reviewing other matters relating to the remuneration of directors and managerial officers in accordance with applicable laws and regulations, the Committee’s Charter, and the Company’s internal rules.

The Remuneration Committee fulfills its responsibilities in accordance with applicable laws and regulations and its Charter, submits recommendations to the Board of Directors, and reports on its operations. It assists the Board in improving remuneration governance, strengthening oversight, and enhancing the reasonableness, transparency, and fairness of remuneration decisions.

Organization and Operation of the Remuneration Committee

Under the Company’s Remuneration Committee Charter, the Committee consists of all independent directors, with no fewer than three members serving three-year terms. All members elect one independent director to serve as convener and meeting chairperson. The Committee’s composition, terms of office, selection of the convener, and meeting procedures are governed by applicable laws and regulations and its Charter.

The Company’s Remuneration Committee meets at least once each quarter to regularly review remuneration policies, systems, standards, and structures for directors and managerial officers, evaluate the achievement of performance targets and the reasonableness of remuneration, and provide professional recommendations on related proposals to support the Board’s decision-making.

The Company regularly reviews the Remuneration Committee’s discharge of responsibilities, quality of deliberations, overall operations, and performance evaluations to continuously improve the Committee’s operations and remuneration governance. These reviews take into account the reasonableness of remuneration for directors and managerial officers, the Company’s operating performance, risk management, shareholders’ interests, and long-term sustainable development to strengthen the Board’s oversight and improve the transparency of remuneration decisions and the quality of corporate governance.

Annual Attendance of Remuneration Committee Members

In the most recent year (2026), the Remuneration Committee held 5 meetings. Attendance by independent directors was as follows:

Title	Name	Meetings Attended in Person	Meetings Attended by Proxy	Actual Attendance Rate (%) [Note]	Remarks
Independent Director	Lin, Kuan-Chao	3	0	100	Left office following the election on April 28, 2026; Required to attend 3 meetings
Independent Director	He, Ju-Hsiang	3	0	100	Left office following the election on April 28, 2026; Required to attend 3 meetings
Independent Director	Wei, Che-Chen	3	0	100	Left office following the election on April 28, 2026; Required to attend 3 meetings
Independent Director	Chiu, Tai-San	2	0	100	Newly elected on April 28, 2026; Required to attend 2 meetings
Independent Director	Chen, Ling-Hsuan	2	0	100	Newly elected on April 28, 2026; Required to attend 2 meetings
Independent Director	Su, Yen-Hsueh	2	0	100	Newly elected on April 28, 2026; Required to attend 2 meetings

Note: The actual attendance rate is calculated by dividing the number of meetings attended in person by the number of meetings the member was required to attend.

Major Proposals Reviewed by the Remuneration Committee

Meeting Date	Proposal Details
2026/01/14 13th Meeting of the 5th Term	Payment of year-end bonuses to managerial officers for 2025. Transfer to employees of treasury shares acquired in the Company’s first share repurchase.
2026/03/10 14th Meeting of the 5th Term	Remuneration for newly appointed managerial officers. Allocation of employee remuneration and directors’ remuneration for 2025. Adjustment to directors’ travel allowances and the weightings used to allocate directors’ remuneration. Details of the allocation of remuneration to individual directors for 2025. Details of the allocation of employee remuneration to managerial officers for 2025. Amendment to the Regulations Governing Operating Bonuses.
2026/04/21 15th Meeting of the 5th Term	Adjustment to remuneration for managerial officers. The Company’s chairperson concurrently serving as chairperson of Celxpert.
2026/08/13 1st Meeting of the 6th Term	Remuneration for newly appointed managerial officers. Payment of research and development project bonuses to managerial officers.
2026/11/10 2nd Meeting of the 6th Term

Remuneration Committee Resolutions

All of the above proposals were unanimously approved by the Remuneration Committee members present, with no dissenting opinions or reservations. Proposals reviewed and approved by the Remuneration Committee are submitted to the Board of Directors for review in accordance with applicable laws and regulations and the Company’s internal procedures. The Board adopts resolutions through the prescribed legal procedures to fulfill the Committee’s review responsibilities and the Board’s decision-making functions, strengthen corporate governance, and improve the transparency of remuneration decisions.

Sustainability

Composition and Responsibilities of the Remuneration Committee