The CTBC Holding Board of Directors has approved the 2022 employee Restricted Stock Awards (RSA)

1.Date of the board of directors resolution:2022/03/25
2.Expected issue price:Grants will be issued free of charge.
3.Expected total amount (shares) of issuance:A total of no greater
than 90,000,000 new common shares will be issued, accounting
for approximately 0.46% of the Company’s total outstanding shares.
4.Vesting conditions:
(1) Nature of the Restricted Shares:
New common shares to be issued by the Company.
(2) Performance period:
A period of five years from Jan. 1, 2022, to Dec. 31, 2026.
(3) Vesting conditions:
Upon the expiry of the Performance Period, the number of Restricted Shares
eligible for vesting (the “Vesting Shares”) will be calculated based
on the level of achievement attained in terms of the business criteria
and applicable Payout Ratios set, as detailed below, and be rounded down to
the nearest integer, subject to a further adjustment of up to 20% by the
Remuneration Committee and the Board in consideration of each grantee’s
personal performance and contribution to the Company’s overall performance.

The RSA vesting conditions for employee types 1 and 2 are as follows:
Type 1: To facilitate talent retention, it is required that employees remain
employed by the Company on the last date of vesting period (i.e., 2026/12/31)
and satisfy relevant performance metrics for every year of the vesting
period. The granted percentage for these employees will be 100%.
Type 2: For employees in key positions, their granted shares depend on their
duties and positions. The vesting percentage will be calculated using
regulated indexes and weights;three criteria as specified below are used to
measure business performance, each assigned with a weight and Payout Ratios.
Index A. Return on Equity (ROE)
(a) Weight: 15%
(b) Calculation: Target ROE is 9.0%; Formula =(Actual ROE / Target ROE)%
Index B. Growth Rate of Accounting Profit (AP)
(a) Weight: 15%
(b) Calculation: Target 2022-2026 Compound Annual Growth Rate (CAGR)
is 6.0%; Formula = (Actual CAGR / Target CAGR)%
Index C. Performance Merit
(a) Weight: 70%
(b) Calculation: Average of 2022-2026 Personal Performance Merit
5.Measures to be taken when employees fail to meet the vesting conditions or
in the event of inheritance:Where the vesting conditions are not fulfilled,
the Restricted Shares granted will be forfeited and cancelled
by the Company; in the case of exceptional events, the Company will
proceed as set forth in the Employee Restricted Shares Rules.
6.Other issuance criteria:
As set forth in the Employee Restricted Shares Rules.
7.Qualification criteria for employees:Those eligible for the Restricted
Shares grant shall be regular (full-time) employees at or above a certain
level, employed either by the Company,  one of its controlling company or
subsidiaries. The selection of the grantees and the respective numbers of
Restricted Shares they are awarded shall be proposed by the Human Resources
Department to the Remuneration Committee and the Board for approval prior to
the issuance, taking into consideration factors including but not limited to
grantees’  seniority,ranking, performance expected contribution to corporate
overall performance objectives.
8.The necessary reason of the current issuance of RSA:
To attract and retain outstanding talent, motivate employees to achieve the
Company’s overall performance objectives, and encourage them to hold Company
shares in order to ensure the alignment of the interests of the employees,
the Company, and its shareholders.
9.Calculated expense amount:
If all vesting conditions have been achieved, the pro forma maximum total
expense, calculated by using the average closing common stock price of
NT$28.24 in February 2022, would amount to NT$2,541.6M. Assuming all common
stocks were granted in August 2022, the annual expenses from 2022 to 2026
would be NT$239.77M, NT$575.46M, NT$575.46M, NT$575.46M, and NT$575.46M,
respectively.
10.Dilution of the Company's earnings per share (EPS):
Based on the Company's 19,496,990,000 outstanding shares, the potential
impact of the abovementioned expenses on the Company's EPS is preliminarily
estimated at approximately NT$0.01, NT$0.03, NT$0.03,NT$0.03 and NT$0.03
from 2022 to 2026 respectively. The potential dilution of the Company's EPS
is minimal; therefore, there is no material impact on shareholders' interest.
11.Other matters affecting shareholder's equity:None of significant impact.
12.Restrictions before employees meet the vesting conditions once the RSA
are received or subscribed for:
The unvested Restricted Shares shall not be sold, pledged, transferred,
given to others, create any encumbrance on, or otherwise disposed of.
Other related matters are as set forth in the Employee Restricted Shares
Rules.
13.Other important terms and conditions (including stock trust custody,
etc.):Granted RSAs will be deposited in a stock trust custody account.
14.Any other matters that need to be specified:
Regarding the issuance of Restricted Shares for employees, the relevant
restrictions, important agreements, and any other matters not set forth
herein shall be dealt with by the Company in accordance with the applicable
laws and regulations and Employee Restricted Shares Rules.

If any revision or adjustment has to be made due to any instruction of the
competent authority or amendment to the laws and regulations, it is
proposed that the Annual Shareholders' Meeting authorize the Board of
Directors or the person authorized by the Board of Directors to handle all
relevant matters regarding the granting of the RSAs.