UMC: The company's Board of Directors approved a share buyback

1. Date of Board of Directors' resolution: 115/04/29
2. Purpose of share buyback: To transfer shares to employees
3. Type of shares to be bought back: Common shares
4. Maximum total amount for share buyback (NTD): 212,951,478,175
5. Scheduled buyback period: 115/04/30~115/06/29
6. Scheduled buyback quantity (shares): 50,000,000
7. Buyback price range (NTD): 52.50~109.50. If the company's stock price falls below the lower limit of the price range, the buyback will continue.
8. Buyback method: Repurchase from the centralized trading market
9. Ratio of scheduled buyback shares to total issued shares (%): 0.40
10. Cumulative number of company shares held at the time of declaration (shares): 0
11. Status of company share buybacks in the past three years prior to declaration: None
12. Status of declared but uncompleted share buybacks: None
13. Meeting minutes of the Board of Directors' resolution on share buyback:
Case: The company intends to implement its 22nd treasury stock buyback, repurchasing its shares from the centralized securities trading market, and has drafted regulations for transferring shares to employees and a statement of no impact on the company's capital maintenance. Submitted for review.
Explanation: (1) In accordance with Article 28-2 of the Securities and Exchange Act and the Regulations Governing Share Buybacks by Public Companies, the purpose, period, quantity, transfer regulations, and statement of share buyback are hereby submitted.
1. Purpose of share buyback: To transfer to employees.
2. Scheduled buyback period: From April 30, 115 to June 29, 115.
3. Scheduled buyback quantity: 50,000,000 shares.
4. Buyback price range: Between NTD 52.50 and NTD 109.50 per share. However, if the company's stock price falls below the lower limit of the determined buyback price range, the share buyback will continue.
5. To provide a basis for the company's share transfer to employees, the “Regulations for the 22nd Share Buyback and Transfer to Employees” and a statement of no impact on the company's capital maintenance have been drafted (refer to Appendices 1 and 2 of the discussion proposal).
(2) This case, in accordance with Article 28-2, Paragraph 1 of the Securities and Exchange Act, requires the approval of more than two-thirds of the attending directors and more than one-half of the attending directors.
(3) If any related matters concerning this treasury stock buyback need to be changed as instructed by the competent authority, the chairman or his designated person is authorized to handle them.
Resolution: Passed unanimously by all attending directors.
14. Transfer regulations under Article 10 of the "Regulations Governing Share Buybacks by Public Companies":
United Microelectronics Corporation
Regulations for the 22nd Share Buyback and Transfer to Employees
Article 1: For the purpose of motivating employees and enhancing employee loyalty, the company has formulated these Regulations for the buyback and transfer of its shares to employees in accordance with Article 28-2, Paragraph 1, Subparagraph 1 of the Securities and Exchange Act and the "Regulations Governing Share Buybacks by Public Companies" issued by the Securities and Futures Bureau, Financial Supervisory Commission. The company's buyback of shares and transfer to employees shall be handled in accordance with these Regulations, in addition to relevant laws and regulations.
Article 2: The shares to be transferred to employees in this instance are 50,000,000 common shares resolved to be bought back by the company's 16th Board of Directors, 13th meeting. Their rights and obligations shall be the same as other outstanding common shares, except as otherwise provided by relevant laws and these Regulations.
Article 3: The shares bought back in this instance may be transferred to employees in one or more installments within five years from the date of buyback, in accordance with these Regulations. Any portion not transferred within the deadline shall be deemed unissued shares of the company and shall be handled in accordance with law for cancellation and registration of share changes.
Article 4: All official employees who have served for one full year before the share subscription record date, or company employees and subsidiary employees (where "subsidiary" refers to a company holding more than 50% of the voting shares of the same investee company, directly or indirectly) who have made special contributions to the company and have been approved by the Board of Directors, shall be eligible to subscribe for shares in accordance with the subscription quotas set forth in Article 5 of these Regulations.
Article 5: The company shall determine the number of shares that employees may receive based on factors such as employee rank, length of service, individual performance, and special contributions to the company. The actual specific subscription qualifications and quantities shall be resolved by the Board of Directors. However, if the transferee is a manager, it shall first be submitted to the Compensation Committee for approval before being submitted to the Board of Directors for resolution; if the transferee is not a manager, it shall first be submitted to the Audit Committee for approval before being submitted to the Board of Directors for resolution.
Article 6: Operating procedures for transferring the shares bought back in this instance to employees:
1. In accordance with the resolution of the Board of Directors, announce, declare, and buy back the company's shares within the execution period.
2. The Board of Directors shall, in accordance with these Regulations, establish and announce the employee share subscription record date, standards for the number of subscribable shares, payment period for subscription, content of rights, and restrictive conditions.
3. Count the actual number of subscribed and paid shares and handle the registration of share transfer.
Article 7: The transfer price for the shares bought back in this instance and transferred to employees shall be the average actual buyback price plus capital costs. However, before transfer, if there is an increase in the company's issued common shares, the transfer price may be adjusted proportionally to the increase in issued shares. Capital costs shall be based on the floating interest rate of Taiwan Bank's one-year large-amount time deposit.
Article 8: After the transfer of the shares bought back in this instance to employees and the completion of transfer registration, their other rights and obligations shall be the same as the original shares, unless otherwise provided.
Article 9: These Regulations shall take effect after being resolved by the Board of Directors and may be revised after being reported to and resolved by the Board of Directors.
15. Conversion or subscription regulations under Article 11 of the "Regulations Governing Share Buybacks by Public Companies": Not applicable
16. Statement that the Board of Directors has considered the company's financial status and it will not affect the company's capital maintenance:
The total number of shares bought back above accounts for only 0.40% of the company's total issued shares, and the maximum amount required for the share buyback accounts for 2.67% of the company's current assets. We hereby declare that the company's Board of Directors has considered the company's financial status, and the above share buyback will not affect the company's capital maintenance.
17. Evaluation opinion of the accountant or securities underwriter on the reasonableness of the share buyback price:
According to the evaluation opinion of Grand Cathay Securities Corporation, the buyback price range of the company's current share buyback plan is reasonable and complies with relevant regulations, and also considers financial structure, net worth per share, earnings per share, return on equity, quick ratio, and current ratio.