【Maico】Announcement of the Company's Board Resolution to Issue Restricted Stock Units to Employees

1. Date of Board Resolution: 115/05/12 (May 12, 2026)
2. Expected Issuance Price: This issuance is gratuitous, with an issuance price of NT$0 per share.
3. Total Expected Shares Issued: A total of 100,000 common shares, with a par value of NT$10 per share, totaling NT$1,000,000.
4. Vesting Conditions:
(I) Employees must meet the following conditions to vest in the restricted stock units after being granted:
1. Must still be employed on the vesting date of each vesting period.
2. Must not have violated any agreements signed with the company or the company's work rules during each vesting period.
3. Must achieve the company's operational performance indicators. (Note: "Threshold Value" represents "a 35% growth rate in net operating revenue and a 50% growth rate in after-tax earnings per share for 2026 compared to 2025"; "Target Value" represents "a 90% growth rate in net operating revenue and a 100% growth rate in after-tax earnings per share for 2026 compared to 2025").
4. Must achieve the company's employee performance evaluation indicators. (i.e., the performance evaluation grade for the most recent year ending at the vesting period must be "A" (inclusive) or higher).
(II) The maximum percentage of shares that can be vested each year is: 30% after one year from issuance, 30% after two years, and 40% after three years. The actual percentage and number of shares vested each year must be calculated based on the achievement of the company's operational performance indicators, as detailed below.
The number of vested shares will be based on the company's consolidated financial report audited and certified by an accountant for the year 2026, calculated according to the table below. The calculation result will be rounded down to the nearest whole share, with any fraction less than one share being discarded.
Vesting Share Ratio
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Threshold Value 50%
Target Value 100%
5. Handling of Employees Who Do Not Meet Vesting Conditions or in Case of Inheritance:
For employees who do not meet the vesting conditions, the restricted stock units granted but not yet vested will be recovered by the company without compensation and canceled. In exceptional circumstances (including but not limited to inheritance), the process will follow the company's "2026 Restricted Stock Units Issuance Regulations."
6. Other Issuance Conditions: None.
7. Employee Qualification Conditions:
(I) Full-time regular employees of the company who have been employed for at least three months as of the restricted stock units grant date.
(II) The number of restricted stock units to be granted will be determined by the chairman after considering factors such as length of service, job grade, overall contribution, operational status, and other factors, and taking into account the company's operational needs and business development strategies. The chairman's approval will then be submitted to the board of directors for consent. For directors or managers, prior approval from the Remuneration Committee is required. For non-managers, prior approval from the Audit Committee is required, before being submitted to the board of directors for resolution.
(III) When the company issues restricted stock units and employee stock options, the cumulative number of restricted stock units obtained by a single employee plus the cumulative number of shares that can be subscribed through employee stock options granted by the company in accordance with Article 56-1, Paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall not exceed 0.3% of the company's total issued shares. Furthermore, when combined with the cumulative number of shares that can be subscribed through employee stock options granted by the company in accordance with Article 56, Paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, it shall not exceed 1% of the company's total issued shares.
If specially approved by the competent central authority, the total number of employee stock options and restricted stock units obtained by a single employee may not be subject to the aforementioned percentage restrictions.
8. Necessity of Issuing Restricted Stock Units:
To attract and retain essential professional talent, motivate employees, and enhance employee loyalty, thereby jointly creating benefits for the company and shareholders.
9. Estimated Expensed Amount:
Based on the company's closing price of NT$516 on April 21, 2026, if all vesting conditions are met, the maximum expensed amount could be NT$51,600,000. Based on the vesting conditions, the estimated annual expensed amounts for 2027-2029 are approximately NT$30,100,000, NT$14,620,000, and NT$6,880,000, respectively.
10. Dilution of Earnings Per Share (EPS):
Based on the company's outstanding shares of 67,500,000 as of April 21, 2026, the potential reduction in EPS for 2027-2029 is approximately NT$0.45, NT$0.22, and NT$0.10, respectively. The dilution to the company's EPS is relatively limited, thus having no significant impact on shareholders' equity.
11. Other Matters Affecting Shareholders' Equity: None.
12. Rights Restricted Before Vesting of Restricted Stock Units:
Before employees meet the vesting conditions for the newly granted shares, except for inheritance, they may not sell, pledge, transfer, gift to others, encumber, or dispose of the restricted stock units in any other way. Other restricted rights will be handled in accordance with these Restricted Stock Units Issuance Regulations.
13. Other Important Agreements (including stock trust custody):
The company will handle the restricted stock units issued this time through stock trust custody.
14. Other Matters to be Specified:
(I) These regulations shall be implemented after approval by a resolution of the board of directors with the consent of more than two-thirds of the attending directors and more than one-half of the attending directors, and after filing and effectiveness with the competent authority. If subsequent amendments are necessary due to review requirements by the competent authority or other factors, the chairman is authorized to revise these regulations, and the issuance may proceed after subsequent ratification by the board of directors.
(II) Any matters not covered by these regulations shall be handled in accordance with relevant laws and regulations.