The CTBC Holding Board of Directors has approved the 2026 employee Restricted Stock Awards (RSA)

1.Date of the board of directors resolution:2026/04/24
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 2030/12/31.
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 ”2026
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$52.00 in March
2026, would amount to NT$2,600M. Assuming all common stocks were granted
in October 2026, the annual expenses from 2026 to 2030 would be
NT$152.940M, NT$611.765M, NT$611.765M, NT$611.765M, and NT$611.765M,
respectively.
10.Dilution of the Company's earnings per share (EPS):Based on the Company's
19,677,817 thousand outstanding shares, the potential impact of the
abovementioned expenses on the Company's EPS is preliminarily estimated at
approximately NT$0.005, NT$0.025, NT$0.025, NT$0.025 and NT$0.025 from 2026
to 2030 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.