Date of announcement 2021/04/26

Time of announcement 19:07:11

Date of events 2021/04/26

To which item it meets paragraph 11

Statement

1.Date of the board of directors resolution:2021/04/26

2.Expected issue price:The current issue is gratuitous

3.Expected total amount (shares) of issuance: A total of 112,500,000 new common shares will be issued,

approximately accounting for 0.75% 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 three years from January 1, 2021 to December 31, 2023.

(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 for the business criteria and applicable Payout Ratios set as below and be rounded down to the nearest integer, subject to a further adjustment of 10% at most by the Remuneration Committee and the Board in consideration of the grantee’s personal performance and his/her contribution to the Company’s overall performance. The Restricted Shares granted in excess of the number of the Vesting Shares shall be deemed forfeited.

The Vesting Shares will become vested on such dates as specified below (the “Vesting Dates”):

I. On June 30, 2024: 40%;

II. On June 30, 2025: 30%;

III. On June 30, 2026: 30%.

(4) Performance Criteria and their Respective Payout Ratios Three criteria as specified below are used to measure business performance,each assigned with a weight and Payout Ratios in light of the Company’s ranking relative to the peer group comprised of TWSE/ TPEx listed financial holding companies. Financial factors associated therewith shall be calculated based on consolidated financial statements certified by CPAs in the Performance Period.

I. Total Shareholder Return (TSR)

(i) Weight: 34%

(ii) Calculation: (average closing price in 2023 –closing price at the year-end of 2020 + dividends in the Performance Period)/ closing price at the year-end of 2020

(iii) Assessment and Applicable Payout Ratios: Ranking on top 1~4:100%; Ranking in 5th~8th places: 90%~50%, in decreasing sequences; Ranking of 9 and below: 0%.

II. Return on Common Equity (ROCE)

(i) Weight: 33%

(ii) Calculation: average ROCE from 2021 to 2023.

(iii) Assessment and Applicable Payout Ratios: same as above

III. Earnings Per Share (EPS)

(i) Weight: 33%

(ii) Calculation: average EPS from 2021 to 2023

(iii) Assessment and Applicable Payout Ratios: same as above

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; for exceptional events, the Company will take measures 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 grant of Restricted Shares shall be

regular (full-time) employees at or above a certain level, employed either by the Company or by its subsidiaries.

The selection of the grantees and the respective numbers of Restricted Shares they are awarded are proposed by HR department to the Remuneration Committee and the Board for approval prior to the issuance, taking into consideration including but not limited to grantees’ ranking, seniority, potential, expected contribution

to corporate overall performance objectives, and retention.

8.The necessary reason of the current issuance of RSA: To retain current talents, motivate and engage employees to

achieve the Company’s overall performance objectives, so as to ensure the alignment of the interests of the employees, the Company and its shareholders

9.Calculated expense amount: Assuming achievement of maximum payout, ranking on top 1~4 in the peers group,

over the performance period and a stock price of NT$12.00, maximum total expense amounts to NT$1,350.0M consisting of NT$126.68M, NT$380.03M, NT$380.03M, NT$284.74M, NT$136.62M, and NT$41.90M over years 2021~2026, respectively.

10.Dilution of the Company's earnings per share (EPS): EPS impact is 0.01, 0.03, 0.03, 0.02, 0.01, and 0.003 over years 2021~2026, respectively.

11.Other matters affecting shareholder's equity: EPS dilution and shareholder impact appear insignificant.

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, put back to the Company,

or otherwise disposed of, except for inheritance. Other related matters are as set forth in the

Employee Restricted Shares Rules.

13.Other important terms and conditions (including stock trust custody, etc.):Before reached the vesting conditions Restricted shares issued by the Company shall be held in a stock trust custody account.

14.Any other matters that need to be specified: With respect to the issuance of Restricted shares for Employees,

the relevant restrictions, important agreements and any other matters not set forth here shall be dealt with

in accordance with the applicable laws and regulation and the Employee Restricted Shares Rules by the Company