【Aorun】Announcement of the Board of Directors' Resolution to Issue Restricted Stock Units to Employees

1. Date of Board of Directors' Resolution: 2026/05/06
2. Estimated Issuance Price: This issuance is free of charge, with an issuance price of NT$0 per share.
3. Estimated Total Issuance (Shares): The total issuance of these restricted stock units is 300,000 shares, with a par value of NT$10 per share, totaling NT$3,000,000.
4. Vesting Conditions:
(1) Length of Service:
I. Employees remaining in service for 1 year after receiving restricted stock units are eligible to vest 30% of the shares, granted according to the individual performance weighting described below.
II. Employees remaining in service for 2 years after receiving restricted stock units are eligible to vest 30% of the shares, granted according to the individual performance weighting described below.
III. Employees remaining in service for 3 years after receiving restricted stock units are eligible to vest 40% of the shares, granted according to the individual performance weighting described below.
(2) Individual Performance:
Starting from the year of issuance, employees whose individual performance indicator is A for each year are eligible to vest 100% of the shares allocated for that year;
Employees whose individual performance indicator is B are eligible to vest 75% of the shares allocated for that year;
Employees whose individual performance indicator is C are eligible to vest 25% of the shares allocated for that year;
Employees whose individual performance indicator is D are eligible to vest 0% of the shares allocated for that year.
5. Handling of Employees Not Meeting Vesting Conditions or in Cases of Inheritance:
For employees who do not meet the vesting conditions, the company has the right to reclaim, cancel, and modify the registration of their unvested restricted stock units without compensation.
6. Other Issuance Conditions: To be handled in accordance with the issuance regulations.
7. Employee Qualification Conditions:
(1) Qualification Conditions:
Limited to full-time employees officially on the company's payroll on the grant date of the restricted stock units (including employees of controlling or subordinate companies that meet certain conditions, with the definitions of controlling and subordinate companies determined according to the standards of Article 369-2, Article 369-3, Article 369-9 Paragraph 2, and Article 369-11 of the Company Act), who have made special contributions or are key talents required for the company's operational development. The allocation standards for actual recipients of restricted stock units and their allocated share quantities will be determined by considering factors such as length of service, job rank, work performance, overall contribution, special achievements, or other management-related conditions. These will first be approved by the Chairman, with managers and employees concurrently serving as directors requiring approval by the Compensation Committee and resolution by the Board of Directors. Other employees require approval by the Audit Committee before submission for resolution by the Board of Directors.
(2) Allocated Share Quantity:
The cumulative number of restricted stock units obtained by a single employee, plus the cumulative number of shares that can be subscribed by employees through stock options issued by the company in accordance with Article 56-1 Paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Issuers, shall not exceed three-thousandths of the total outstanding shares of the company. Furthermore, the cumulative total, including shares that can be subscribed by employees through stock options issued by the company in accordance with Article 56 Paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Issuers, shall not exceed one percent of the total outstanding shares of the company.
However, for those specially approved by the central competent authorities for specific industries, the cumulative total of employee stock options and restricted stock units obtained by a single employee may not be subject to the aforementioned proportional restrictions.
8. Necessity of Issuing These Restricted Stock Units:
To attract and retain necessary professional talent, motivate employees, and enhance employee cohesion, thereby jointly creating benefits for the company and shareholders. This also ensures that the interests of the company's management and employees are aligned with those of the shareholders.
9. Estimated Expensing Amount:
The company shall measure the fair value of the shares on the grant date (issuance date) and recognize related expenses annually over the vesting period.
If all vesting conditions are met, the estimated expensing amount is approximately NT$47,250 thousand (estimated based on a fair value of NT$157.5 per share after measurement). Amortized over a 3-year vesting period, the annual expensing amount is approximately NT$15,750 thousand.
10. Dilution of Company's Earnings Per Share (EPS):
Based on the company's current outstanding shares of 51,736 thousand shares, and calculated over the prescribed three-year vesting period with the current actual outstanding shares, the maximum annual EPS dilution is approximately NT$0.3.
The dilution of the company's EPS is considered limited, and therefore, there is no significant impact on shareholders' equity.
11. Other Matters Affecting Shareholders' Equity: None.
12. Rights of Employees After Receiving or Subscribing to New Shares But Before Meeting Vesting Conditions:
During the vesting period, except for inheritance, employees may not sell, pledge, transfer, gift to others, encumber, or otherwise dispose of the restricted stock units. Other restrictions on rights shall be handled in accordance with the regulations for the issuance of these restricted stock units.
13. Other Important Agreements (Including Stock Trust Custody, etc.):
After the issuance of restricted stock units, they shall be delivered for trust custody. If trust custody is implemented, the company or a person designated by the company shall represent the employees in signing a trust agreement with the stock trust custody institution. Before the vesting conditions are met, the trustee may not be requested to return the shares for any reason or method.
14. Other Matters to Be Explained:
These regulations shall be implemented after approval by the Board of Directors, submission for resolution by the shareholders' meeting, and declaration for effectiveness with the competent authority.
If revisions become necessary thereafter due to changes in laws, opinions from the competent authority, or objective circumstances, the Chairman is authorized to revise these regulations. The issuance shall only proceed with the attendance of two-thirds or more of the Board of Directors and approval by more than one-half of the attending directors.
However, if changes involve the total issuance amount or substantive content of the issuance conditions, a resolution by the shareholders' meeting is required.