1. Date of board resolution: 2026/05/12 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 (NT$): 73,598,593,695 5. Scheduled repurchase period: 2026/05/13 ~ 2026/07/10 6. Scheduled repurchase quantity (shares): 100,000,000 7. Repurchase price range (NT$): 21.56 ~ 44.43. If the company's stock price is lower than the lower limit of the price range, repurchases will continue. 8. Repurchase method: Buy back from the centralized trading market 9. Ratio of scheduled repurchased shares to the total issued shares (%): 2.27 10. Accumulated number of company shares held at the time of declaration (shares): 0 11. Status of company share repurchases in the past five years: No repurchases 12. Status of declared but uncompleted repurchases: On May 14, 2014, the Company declared its intention to repurchase 100,000,000 treasury shares to maintain the company's credit and shareholders' equity. Based on safeguarding shareholders' rights and considering market mechanisms, as well as the efficiency of subsequent fund utilization, the Company did not complete the execution. The actual number of repurchased shares was 0. 13. Board meeting minutes regarding share repurchase resolution: (Excerpt) Case: Proposed repurchase of company shares for transfer to employees, please resolve. Explanation: 1. To incentivize employees and enhance employee cohesion, the Company plans to repurchase its shares from the centralized trading market for transfer to employees, in accordance with the "Regulations Governing the Repurchase of Company Shares by Listed and OTC Companies." 2. The relevant matters for this share repurchase are planned as follows: (1) Purpose of share repurchase: To transfer shares to employees. (2) Type of shares to be repurchased: Common shares. (3) Maximum total amount for share repurchase: NT$ 73,598,594 thousand (this is the statutory maximum repurchase amount calculated according to relevant regulations). (4) Scheduled repurchase period: May 13, 2026, to July 10, 2026. (5) Scheduled repurchase quantity: Expected to repurchase 100,000,000 shares, accounting for 2.27% of the Company's issued shares. (6) Repurchase price range: NT$ 21.56 to NT$ 44.43. However, if the company's stock price falls below the lower limit of the determined repurchase price range, the share repurchase will continue to be executed. (7) Repurchase method: Buy back from the centralized trading market. 3. In accordance with Article 10 of the "Regulations Governing the Repurchase of Company Shares by Listed and OTC Companies," the method for transferring repurchased shares to employees is to be stipulated. 4. Attached is the Company's Board of Directors' statement. 5. Within the scope permitted by relevant laws and regulations, the Board of Directors is requested to authorize the Chairman and/or his designated person to handle related matters concerning the execution of treasury share repurchases. Resolution: After consultation with all attending directors, the resolution was passed without objection. 14. "Regulations Governing the Repurchase of Company Shares by Listed and OTC Companies" Article 10 Transfer Method: First share repurchase transfer to employees method for 2026. Article 1 Purpose: To incentivize employees and enhance employee cohesion, the Company formulates this method for transferring repurchased shares to employees in accordance with Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the "Regulations Governing the Repurchase of Company Shares by Listed and OTC Companies" issued by the Financial Supervisory Commission. The Company's repurchase of shares for transfer to employees shall be handled in accordance with these regulations, in addition to relevant laws and regulations. Article 2 Type of Shares to be Transferred, Content of Rights, and Restrictions on Rights: The shares to be transferred to employees this time are common shares. Their rights and obligations are the same as other outstanding common shares, except as otherwise provided by relevant laws and regulations and this method. Article 3 Transfer Period: The shares repurchased this time may be transferred to employees in one or more installments within five years from the date of repurchase, in accordance with the provisions of this method. Article 4 Qualifications of Transferees: Transferees are limited to full-time employees of the Company who are officially employed before the record date for share subscription, or employees of the Company who have made special contributions and have been approved by the Board of Directors, and employees of domestic and foreign subsidiaries who meet certain conditions. They may enjoy the qualification to subscribe for shares according to the subscription quota stipulated in Article 5 of this method. The term "domestic and foreign subsidiaries" in the first paragraph refers to subsidiaries included in the consolidated financial statements. Article 5 Number of Subscription Shares: The Company will determine the number of shares employees can subscribe based on criteria such as employee seniority, job grade, work performance, special contributions to the Company, the total number of repurchased shares held by the Company as of the record date for subscription, and the maximum number of shares a single employee can subscribe. The actual specific subscription qualifications and quantities will be resolved by the Board of Directors. If the transferee is a manager, the matter should first be submitted to the Remuneration Committee for discussion before being submitted to the Board of Directors. If the transferee is not a manager, the matter should be submitted to the Audit Committee for discussion before being submitted to the Board of Directors. Article 6 Transfer Procedure: The operating procedure for transferring these repurchased shares to employees: I. Announce, declare, and repurchase the Company's shares within the execution period in accordance with the Board of Directors' resolution. II. The Board of Directors authorizes the Chairman to approve relevant operational matters such as the employee subscription record date, subscription quota standards, subscription payment period, content of rights, and restrictive conditions in accordance with this method. III. Count the actual number of shares subscribed and paid for, and handle the registration of share transfer. Article 7 Transfer Price per Share: The transfer price for these repurchased shares to employees will be the average actual repurchase price. However, if there is an increase or decrease in the Company's issued common shares before the transfer, it may be adjusted within the range of the share increase/decrease ratio. Transfer price adjustment formula: Adjusted transfer price = Average actual repurchase price per share × (Total number of common shares at the completion of the Company's share repurchase execution ÷ Total number of common shares before the Company transfers repurchased shares to employees). Article 8 Rights and Obligations After Transfer: After the transfer of these repurchased shares to employees and completion of transfer registration, their rights and obligations are the same as existing shares, unless otherwise specified. Article 9 Other Matters: The treasury shares repurchased by the Company for transfer to employees should be fully transferred to employees within five years from the date of repurchase. Any portion not transferred after this period will be considered unissued shares of the Company and should be processed for cancellation and share change registration according to law. Employees who fail to subscribe and pay within the payment deadline will be deemed to have waived their rights. Other matters concerning the rights and obligations between the Company and employees.

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  • Source: PR Times
  • Category: 人事