【Three F&B Estate】Announcement of Board Resolution to Repurchase Company Shares

1. Date of board resolution: 115/05/12 2. Purpose of share repurchase: To transfer shares to employees 3. Type of shares to be repurchased: Common shares 4. Maximum total amount for share repurchase (NTD): 2,925,727,749 5. Scheduled period for share repurchase: 115/05/12 to 115/07/11 6. Scheduled quantity of shares to be repurchased (shares): 3,000,000 7. Repurchase price range (NTD): 14.00 to 25.00; if the company's stock price falls below the lower limit of the price range, the repurchase will continue. 8. Method of repurchase: Repurchase from the centralized trading market 9. Ratio of scheduled repurchase shares to the company's total issued shares (%): 0.92 10. Cumulative number of company shares held at the time of declaration (shares): 2,130,000 11. Status of company share repurchases within the five years prior to declaration: (1) Actual share repurchase period: 114/04/21 ~ 114/06/13, Scheduled repurchase quantity (shares): 3,000,000, Actual repurchased quantity (shares): 2,130,000, Execution status (actual repurchased shares as % of scheduled repurchase shares): 71.00 12. Status of declared but uncompleted repurchases: Taking into account market mechanisms and protecting the overall interests of shareholders, and considering that stock price fluctuations have stabilized, the repurchase was not fully executed. 13. Board meeting minutes regarding the resolution to repurchase shares: Agenda: The company plans to repurchase its shares for transfer to employees, submitted for discussion. Explanation: 1. To enhance employee loyalty and compare various employee remuneration systems, considering employee expensing amounts and shareholder equity, the company plans to repurchase its shares in accordance with Article 28-2 of the Securities and Exchange Act and the Regulations Governing Share Repurchase by Public Companies, and other relevant regulations. 2. The relevant matters regarding this share repurchase are explained as follows: (1) Purpose of share repurchase: Transfer to employees. (2) Type of shares to be repurchased: The company's common shares. (3) Method of repurchase: Repurchase from the centralized trading market. (4) Maximum total amount for share repurchase: NTD 2,925,727,749. (5) Scheduled period for share repurchase: May 12, 115 to July 11, 115. (6) Scheduled quantity of shares to be repurchased: 3,000,000 shares. (7) Repurchase price range: NTD 14 to 25 per share. When the company's stock price is lower than the set lower limit of the repurchase price range, the chairman is authorized to continue executing the repurchase of company shares. 3. In accordance with the Regulations Governing Share Repurchase by Public Companies, the company's “Regulations for the First Share Repurchase for Transfer to Employees” is drafted. Please refer to Attachment 12. 4. This case has been entrusted to Yuanta Securities Co., Ltd. to issue an evaluation opinion on the reasonableness of the share repurchase price. Please refer to Attachment 14. 5. The total number of shares scheduled for this repurchase only accounts for 0.92% of the company's total issued shares of 324,424,150 shares, and the maximum amount required for the repurchase only accounts for 0.52% of the company's current assets of NT$14,297,725 thousand as of December 31, 114. After the resolution of this case is passed, a statement confirming no impact on the company's capital maintenance will be issued. Please refer to Attachment 13. 6. If this share repurchase plan needs to be changed or amended due to changes in laws, regulations by the competent authority, operational evaluations, or objective environmental influences, the board of directors authorizes the chairman to handle it with full authority. Resolution: Passed unanimously by all attending directors upon chairman's inquiry. 14. Regulations for Transfer under Article 10 of the “Regulations Governing Share Repurchase by Public Companies”: Article 1 Purpose The company, to motivate employees and enhance employee loyalty, in accordance with Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the “Regulations Governing Share Repurchase by Public Companies” issued by the Financial Supervisory Commission, has established these Regulations for Transfer of Repurchased Shares to Employees. Article 2 Scope of Application The transfer of repurchased shares to employees shall be handled in accordance with these Regulations, except as otherwise provided by relevant laws and regulations. Article 3 Procedures for Transfer 1. Type of shares to be transferred, content of rights, and limitations on rights: The shares to be transferred to employees are common shares of Three F&B Estate Co., Ltd., and their rights and obligations are the same as other outstanding common shares, except as otherwise provided by relevant laws and these Regulations. 2. Transfer period: Repurchased shares may be transferred to employees in one or more installments within five years from the date of repurchase, in accordance with these Regulations. If not transferred after five years, the shares shall be canceled as stipulated by law. 3. Qualifications for transferees to subscribe: All full-time employees of the company and its subsidiaries (directly or indirectly holding 50% or more of the company's shares) who have been employed for at least one year (inclusive) before the subscription record date, or those with special contributions to the company as assessed by the management unit, and approved by the board of directors, shall be eligible to subscribe for shares in accordance with the subscription quota set forth in Article 3, Paragraph 4 of these Regulations. Part-time employees, temporary employees, short-term interns, and outsourced workers are not applicable to these Regulations. 4. Review procedures for transferees: The number of shares an employee may subscribe for is calculated based on factors such as employee rank, years of service, special contributions to the company, and taking into account the total amount of repurchased shares held by the company and the upper limit of shares subscribed by a single employee at the subscription record date. The management unit determines the number of shares an employee may be transferred and reports it to the chairman for approval. However, if the subscriber is a manager, it shall first be submitted to the Remuneration Committee for review before being sent to the board of directors for resolution; if the subscriber is not a manager, it shall be submitted to the Audit Committee for review before being sent to the board of directors for resolution. Employees who fail to subscribe and pay during the subscription period shall be deemed to have waived their rights; any unsubscribed balance shall be offered by the chairman to other employees for subscription. Article 4 Procedures for Repurchase and Transfer of Shares to Employees 1. Repurchase the company's shares in accordance with the board's resolution, make announcements, declare, and repurchase the company's shares within the execution period. 2. The board of directors shall formulate and announce operational matters such as the employee subscription record date, criteria for subscription quantity, subscription payment period, content of rights, and restrictive conditions in accordance with these Regulations. 3. Tabulate the actual subscribed and paid-in shares and handle the share transfer.