The CTBC Holding Board of Directors has approved the 2025 employee Restricted Stock Awards (RSA)

1.Date of the board of directors resolution:2025/03/21

2.Expected issue price:Grants will be issued free of charge.

3.Expected total amount (shares) of issuance:No more than 50,000 thousand new

common shares will be issued.

4.Vesting conditions:

(1)Nature of the Restricted Shares: New common shares to be issued by the

Company.

(2)Vesting period:

Type 1: From CTBC BOD approved the RSA issuance to 2029/12/31.

Type 2: From CTBC BOD approved the RSA issuance to 2026/12/31.

(3)Vesting conditions: The employees who meet the personal performance,

company performance and service conditions prescribed in the ”2025

Restricted Stock Awards Regulations” without any violation of the aforesaid.

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 Restricted Stock Awards Regulations.

6.Other issuance criteria:As set forth in the Regulations.

7.Qualification criteria for employees:Only regular (full-time) employees of

the Company or one of its controlling companies or subordinates are eligible.

The respective numbers of restricted shares that employees are awarded

shall be approved by the Chairman, Audit Committee, and the Board, taking

into consideration allocation principles set with factors including but

not limited to grantees’ seniority, ranking, performance, and expected

contribution to overall corporate performance objectives. To receive the

RSA, employees who are managers and members of the Board of Directors who

are employees must receive approval from the Remuneration Committee and

the Board.

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:The pro forma maximum total expense, calculated

by using the average closing common stock price of NT$40.10 in February

2025, would amount to NT$2,005M. Assuming all common stocks were granted

in October 2025, the annual expenses from 2025 to 2029 would be

NT$117.941M, NT$471.765M, NT$471.765M, NT$471.765M, and NT$471.765M,

respectively.

10.Dilution of the Company's earnings per share (EPS):Based on the Company's

19,653,277 thousand outstanding shares, the potential impact of the

abovementioned expenses on the Company's EPS is preliminarily estimated at

approximately NT$0.005, NT$0.019, NT$0.019, NT$0.019 and NT$0.019 from 2025

to 2029 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

Regulations. After approval by the competent authority, if the conditions

and content of these Regulations must be changed as ordered by the competent

authority or required by amendments to relevant laws and regulations before

issuance, a majority vote at a Board of Directors meeting attended by at

least two-thirds of the directors is required for the change. When the change

is ordered by the competent authority, the Chairman is authorized to amend

the Regulations first and the Board of Directors to ratify them afterward.