• Proposal 1 - the election of nine (9) nominees to serve as directors on our Board until the next annual general meeting of shareholders or until their successors are duly elected and qualified. The affirmative vote of a plurality of the votes cast at the Annual Meeting is required for the election of directors. “Plurality” means that the individuals who receive the highest number of votes are elected as directors, up to the number of directors to be chosen at the meeting. A properly executed proxy marked “withhold authority” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. Broker non-votes will have no effect on the outcome of the election of directors.

• Proposal 2 - the approval, on an advisory basis, of the compensation of our named executive officers as described in the Proxy Statement, commonly known as the “say-on-pay” vote. This proposal is deemed to be approved by shareholders if it receives the affirmative vote of holders of a majority of the votes cast in person or represented by proxy and entitled to vote at the Annual Meeting. However, Proposal 2 represents only an advisory vote of shareholders and is not binding on the Company, although our Board will consider results of the vote in setting the compensation of our named executive officers. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

• Proposal 3 - the approval of the amendment and restatement of the Company’s 2018 Omnibus Incentive Plan to, among other things, increase number of common shares authorized for issuance under such plan from 4,232,000 shares to 4,609,000 shares. The affirmative vote of holders of a majority of the votes cast in person or represented by proxy and entitled to vote at the Annual Meeting will be required to approve this proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

• Proposal 4 - the approval and ratification of the appointment of Baker Tilly US, LLP (“Baker Tilly”) as our independent registered public accounting firm, and the authorization for our Board, acting through our Audit Committee, to determine the remuneration of the accounting firm, for the fiscal year ending June 30, 2025. The affirmative vote of holders of a majority of the votes cast in person or represented by proxy and entitled to vote at the Annual Meeting will be required to approve this proposal. Abstention will have no effect on the outcome of this proposal.

• granting a proxy through the Internet after the date of your original proxy and before the deadlines for voting included on your proxy card;

• submitting a later-dated proxy by mail before your earlier-dated proxy is voted at the Annual Meeting;

• giving written notice of the revocation of your proxy to our Corporate Secretary at the address shown above that is actually received by our Corporate Secretary prior to the Annual Meeting; or

• voting in person at the Annual Meeting.

• If you are a shareholder of record, bring proof of ownership of your shares and a form of identification; or

• If you are a “street name” holder, bring proof of ownership of your shares through your broker, bank, trust or nominee, and a form of identification. You must have obtained a “legal proxy” from your broker, bank, trust or nominee to vote at the Annual Meeting.

• assisting our Board in its oversight of the integrity of our financial statements, risk management and internal control over financial reporting;

• retaining and setting compensation of our independent registered public accounting firm (“independent auditors”), evaluating and monitoring its performance, and as appropriate, discharging our independent auditors;

• reviewing and approving all audit and non-audit services of our independent auditors;

• reviewing and discussing with management and our independent auditors our financial statements included in public filings;

• discussing with our independent auditors significant financial reporting issues in connection with the preparation of our financial statements;

• resolving any disagreements between management and our independent auditors regarding financial reporting;

• overseeing our disclosure controls and procedures; and

• reviewing and approving related party transactions.

•  establishing compensation arrangements and incentive goals for executive officers;

• evaluating the performance of executive officers and awarding incentive compensation and adjusting compensation arrangements as appropriate;

• reviewing and recommending actions to the Board with respect to the compensation of all directors;

• administering our incentive and equity-based plans and programs and otherwise exercising the authority of the Board with respect to such plans and programs; and

• reviewing and approving and, when appropriate, recommending to the Board for approval, any employment agreements and any severance arrangements or plans, including any benefits to be provided in connection with a change in control, for the Chief Executive Officer and other executive officers.

•  recommending to the board of directors the composition and operations of the board;

• identifying individuals qualified to serve as members of the board, and identifying and recommending that the board select the director nominees for the next annual meeting of shareholders and fill vacancies on the board;

• recommending to the board the responsibilities of each board committee, the composition and operation of each board committee and the director nominees for assignment to each board committee; and

• reviewing with the Board the Company’s management succession plans.

• assess, safeguard and mitigate the Company’s key cybersecurity and information technology (“IT”) risks;

• ensure systems are adequate to protect against security breach and effectively safeguard the Company’s IT infrastructure, assets, intellectual property, Company data;

• ensure integrity of security in the Company’s products and services that collect, process and/or handle confidential data;

• develop and monitor the integrity of the Company’s IT systems and controls; and

• respond to and manage cybersecurity threats, including data breach incidents.

• Oversight of policies, procedures, plans, and execution intended to provide security, confidentiality, availability, and integrity of the information;

• Oversight of the quality and effectiveness of the Company’s policies and procedures with respect to its IT systems;

• Review and oversight on policies and procedures of the Company in preparation for responding to cybersecurity incidents;

• Oversight of management of risks related to IT systems and processes, including privacy, network security and data security, and any internal audits of such systems and processes;

• Review and oversight of preparation of the Company’s public disclosures, including SEC filings, relating to the Company’s IT systems, including privacy, network security, and data security, and

• Report to the Board and Audit Committee on material cybersecurity incidents.

• Improve and enhance shareholders’ understanding and awareness of the Company’s business operations, strategic directions, and financial conditions;

• Enable effective communications with shareholders, investors community and other stakeholders of the Company regarding the goals, values, capabilities and performance of the Company; and

• Develop consistent and effective investor relations strategies to increase and enhance shareholder value.

• Review and consult with counsel and advisors for the Company regarding compliance with applicable laws, regulations and rules relating to corporate and shareholders communications and Environmental, Social and Governance (ESG) matters;

• Assist the management and the Board with developing, updating and monitoring the Company’s corporate and shareholders communications policies, strategies and procedures;

• Review, assess and recommend actions to the Nominating and Corporate Governance Committee and the management relating to the Company’s ESG capabilities, including public disclosures, communications methods and strategies, including disclosures in annual proxy statement and Form 10-K, and to coordinate and provide oversight of the management’s ESG and corporate responsibility actions;

• Coordinate and engage with shareholders and other stakeholders of the Company with respect to matters affecting investor relations, including communications with research analysts and major shareholders of the Company; and

• Provide guidance and oversight with respect to the management and mitigation of risks of adverse actions taken by shareholders against the Company and to develop strategies and procedures to minimize such risks.

• Commitment to Diversity: We actively seek to build a diverse team that reflects varied backgrounds, experiences, and perspectives of our global community. By embracing diversity, we enhance our creativity, innovation, and decision-making processes.

• Commitment to Respect: Respect is at the core of our values. We are dedicated to treating every individual with dignity and fairness, recognizing the inherent worth of each person. We promote open dialogue and actively listen to different viewpoints, fostering an environment where everyone feels heard and appreciated.

• Commitment to Inclusion: Inclusion is about ensuring that all voices are heard and valued. We strive to create a workplace where everyone feels a sense of belonging and can contribute to their fullest potential. Our policies, practices, and programs are designed to support an inclusive culture where everyone can thrive.

• Prohibition on Forced or Compulsory Employment or Labor: AOS ensures all work is voluntary and free from any form of forced labor. We prohibit bonded labor, involuntary prison labor, slavery, and trafficking. Workers have unrestricted movement within company facilities, and AOS ensures clarity in employment terms and forbids any fees charged to employees.

◦ To ensure proper implementation, we conduct regular training with managers to ensure they understand their obligations related to Prohibition on Forced or Compulsory Employment or Labor. Employees are informed of this mandate through transparent quarterly meetings. Further, our hiring process includes checks conducted to affirm these mandates are upheld.

• Prohibition of Child Labor: Child labor is strictly prohibited under company policy. AOS adheres to local minimum age laws and immediately discontinues engagement with suppliers or subcontractors found utilizing child labor.

◦ In practice, this involves regular training of those involved in the hiring process to ensure compliance. Additionally, we maintain strict oversight, with designated responsibilities across HR, EHS, and payroll teams to ensure that all processes meet health, safety, and labor standards, including immediate reporting and rectification of any child labor incidents.

• Fair and Transparent Employment Practices: We commit to fair labor practices, providing wages and benefits that meet or exceed the minimum standards in the countries we operate in. Compliance with local labor and wage laws is strictly followed, covering minimum wage, overtime, and legally mandated benefits.

◦ To ensure proper follow through, our human resources and payroll teams oversee adherence local labor and wage laws. At some work locations we have implemented dedicated working hours control teams which are

• Human Rights and Non-Discrimination in the Workplace: The Company maintains a workplace free from discrimination and harassment, supporting equality and respecting minority rights.

◦ At AOS, we provide comprehensive training to managers and employees on the prevention of discrimination and harassment in the workplace. We actively and timely address related worker complaints and encourage employees to raise issues of concern through various channels such as directly to a management or human resources representative, utilization of Lighthouse Services a third-party service provider, WeChat or email. We take great measure to ensure prompt follow-up and resolutions by all relevant departments.

• Freedom of Association and Collective Bargaining: AOS respects the rights of workers to organize, form trade unions, engage in collective bargaining, and participate in peaceful assembly, all in accordance with local laws, while also respecting the rights of workers to refrain from such activities.

◦ In practice, HR and the union actively inform employees about their rights to unionize or opt-out, and jointly facilitate policy discussions relevant to employee interests. Additionally, the company maintains robust communication through regular meetings and bi-annual and annual surveys to continually assess and enhance employee engagement, workplace safety and job satisfaction. These survey results have led to improvements in workplace dormitory and canteen facilities as well as led to the development of focus groups to enhance worker training programs.

• Conflicts of Interest;

• Corporate Opportunities;

• Protecting the Company’s Confidential Information;

• Financial Matters and Disclosure Obligations;

• Use of Company’s Assets;

• Anti-Bribery and Corruption

• Anti-Discrimination or Harassment.

• increase the share reserve by 377,000 shares;

• implement a corresponding increase to the number of shares that may be issued in settlement of exercised incentive stock options by an additional 377,000 shares;

• eliminate the liberal share recycling provisions previously permitted under the 2018 Plan; and

• allow for limited accelerated vesting of awards as described below.

• Should the exercise price of an option or any withholding taxes incurred in connection with the exercise of an option or share appreciation right granted under the 2018 Plan be paid in common shares (whether through the withholding of a portion of the otherwise issuable shares or through tender of actual outstanding shares), then in each such case, the tendered or withheld shares will not be added to the shares reserved for issuance under the 2018 Plan.

• Should common shares be withheld by us, or if shares are tendered by the participant, in each case in satisfaction of the withholding taxes incurred in connection with the issuance, vesting or settlement of an award (other than an option or share appreciation right) granted under the 2018 Plan or the Predecessor Plan, then in each case the number of shares so tendered or withheld will not be added to the common shares available for issuance under the 2018 Plan.

• Upon the exercise of any share appreciation right granted under the 2018 Plan, the share reserve will be reduced by the gross number of shares subject to the award.

• Tandem share appreciation rights granted in conjunction with options, which provide the holders with the right to surrender the related option grant for an appreciation distribution from us in an amount equal to the excess of (i) the fair market value of the vested common shares subject to the surrendered option over (ii) the aggregate exercise price payable for those shares.

• Stand-alone share appreciation rights, which allow the holders to exercise those rights as to a specific number of our common shares and receive in exchange an appreciation distribution from us in an amount equal to the excess of (i) the fair market value of the common shares as to which those rights are exercised over (ii) the aggregate exercise price in effect for those shares. The exercise price per share may not be less than the fair market value per underlying common share on the date the stand-alone share appreciation right is granted, and the right may not have a term in excess of ten (10) years.

• Each outstanding award may be assumed, substituted, replaced with a cash retention program that preserves the intrinsic value of the award and provides for subsequent payout in accordance with the same vesting schedule applicable to the award or otherwise continued in effect by the successor corporation.

• To the extent an award is not so assumed, substituted, replaced or continued, the award will automatically accelerate in full (with vesting of performance-based awards to be determined with reference to actual performance attained as of the change in control or on a pro-rated basis for time elapsed in the ongoing performance period based on target level).

• An award may provide that if the award is assumed or otherwise continued in effect in connection with a change in control, the shares subject to the award will automatically vest on an accelerated basis in the event the individual’s service with us or the successor entity is terminated within a designated period following the change in control.

• Unless the plan administrator establishes a different definition for one or more awards, a change in control will be deemed to occur for purposes of the 2018 Plan in the event (a) we are acquired by merger or asset sale, (b) there occurs any transaction pursuant to which any person or group of related persons becomes directly or indirectly the beneficial owner of securities possessing more than fifty percent (50%) of the total combined voting power of our outstanding securities, or (c) there is a change in the majority of the Board effected through one or more contested elections for board membership.

• Further strengthened our investment in R&D, developed over 100 new products, expanded our product portfolio, and became a total power solution provider;

• Continued our focused growth strategy by growing deeper with our key tier-1 customers and expanding our serviceable available markets; and

• Developed and continued to develop new products addressing the advanced computing market by leveraging our strength in client computing.

• establish a compensation structure that is competitive enough to attract, retain and motivate outstanding executive talent;

• ensure that any cash incentive compensation programs for our named executive officers are aligned with our corporate strategies and business objectives by tying the potential payouts under such programs to the achievement of key strategic, financial and operational goals; and

• utilize long-term equity awards to further link pay to performance, align interests between our named executive officers and shareholders and promote retention.

• Base salary, which is the only fixed compensation element in our executive compensation program and is primarily used to recruit and retain executive talent and provide an element of economic security from year to year;

• Annual performance-based cash bonuses that are primarily designed to reward achievement of short-term financial and operational goals; and

• Equity incentive awards designed to ensure long-term retention of our executive talent and align their interests with those of our shareholders.

• Our executive compensation program reflects an appropriate mix of compensation elements and balances annual and long-term performance objectives and cash and equity compensation.

• A significant portion of our executive compensation program is performance-based and aligns with the long-term interests of our shareholders.

• We use a combination of performance metrics that are consistent with our business objectives and correlate to long-term shareholder value.

• Our performance goals are set at levels that we believe are reasonable in light of past performance and market conditions.

• Long-term equity awards tied to the market price of our common shares represent a significant component of executive officer compensation and promote a commonality of interest between the executive officers and our shareholders in increasing shareholder value.  

• The use of restricted share units which provide varying levels of compensation as the market price of the Company’s common shares fluctuates over time mitigates the potential risk that options pose in encouraging risk taking in the short term and are less likely to contribute to excessive risk taking.  Furthermore, our equity awards are comprised of time-based and performance-based awards that vest, if at all, over a period of years, and that vesting element encourages the award recipients to focus on sustaining our long-term performance.

• Under the annual cash bonus program, an individual target bonus amount is established for each named executive officer at each level of potential goal attainment.  Accordingly, at all levels of performance goal attainment, there are limits in place for the potential bonus payout.  In addition, a maximum bonus amount is established for each executive officer such that no executive officer may earn more than a fixed percentage of his or her base salary.

• Our share ownership guidelines require our named executive officers to hold a significant level of our common shares so that each executive has personal wealth tied to the long-term success of the Company and is thereby aligned with shareholders’ interests.

• Our Chief Executive Officer is required to hold at least 50% of the shares issued to him (net of shares withheld to cover taxes) under restricted share unit awards for a period of one year which further aligns his interests with shareholders’ interests.