Guardforce AI Co., Limited - Adoption of Rights Agreement

Guardforce AI Co., Limited has adopted a Rights Agreement, effective December 15, 2025, to protect shareholders from coercive takeover tactics. This agreement grants one right for each outstanding ordinary share, allowing holders to purchase a preferred share at $8.44. The rights are designed to trigger significant dilution if any person acquires 10% or more of the company's voting power without Board approval, with exceptions for founders up to 25%. The rights will become exercisable upon the earlier of a public announcement of a 10% ownership acquisition or the commencement of a tender offer that would result in a 10% ownership. The agreement includes "flip-in" and "flip-over" features, allowing holders to purchase company shares or acquiring company shares at a discount under specific takeover scenarios. The Board retains the right to redeem the rights under certain conditions before a triggering event, and the rights will expire on December 15, 2035, unless redeemed earlier. Amendments to the agreement require shareholder consent under certain conditions.