UNITED MICROELECTRONICS CORP
For the period ended Oct 28, 2026. Filed Oct 28, 2026.
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Oct 28, 2026 · Filed Oct 28, 2026
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Contents
EX-99.1 · Share-Based Payment
Share-Based Payment
a.
Restricted stock plan for employees
The equity-settled share-based payment of restricted stock plans for employees in each year are as follows:
| 2024 Plan | 2022 Plan | 2020 Plan | ||||
|---|---|---|---|---|---|---|
| 1st tranche | 2nd tranche | 1st tranche | 2nd tranche | 1st tranche | 2nd tranche | |
| Resolution date of UMC’s shareholders meeting · May 30, 2024 · May 27, 2022 · June 10, 2020 | ||||||
| Maximum shares to be issued (in thousands) | 66,000 | 50,000 | 233,200 | |||
| Eligible employees | Qualified employees of the Company | Qualified employeesof the Company | Qualified employeesof UMC | |||
| Issuance of shares (in thousands) | 32,956 | 32,878 | 23,060 | 26,728 | 200,030 | 1,268 |
| Issuance date | December 5, 2024 | December 5, 2025 | December 5, 2022 | December 5, 2023 | September 1, 2020 | June 9, 2021 |
| Weighted-average fair value on the grant date (NT$/ per share) | $39.27 | $41.70 | $44.40 | $48.90 | $21.80 | $53.00 |
The aforementioned restricted stock plans for employees are issued gratuitously and have a duration of four years. Beginning from the end of two years since the date of grant, those employees who fulfill both service period and performance conditions set by UMC are gradually eligible to the vested restricted stocks at certain percentage and time frame. For those employees who fail to fulfill the vesting conditions, UMC will recall and cancel their stocks without consideration. Before any employee who has been granted restricted stock award shares fulfills the vesting conditions, the rights of the restricted stocks to attendance, proposal, statement, voting and election at the shareholders’ meeting shall be exercised by an entrusted institution according to a custodial agreement. Other rights of restricted stocks including but not limited to, the right to distribution of cash dividends, stock dividends, legal reserves and capital reserves, and the preemptive right for new shares of capital increase by cash, shall be the same as those of the outstanding common shares of UMC, but are restricted from selling, pledging, setting guarantee, transferring, granting, or disposing of the restricted stocks in any other ways. Related information can be obtained from the “Market Observation Post System” on the website of the TWSE.
The 2024 restricted stock plan for employees includes market conditions. The compensation cost for these market conditions was measured at fair value initially by using Monte Carlo Simulation on the grant date. The assumptions used are as follows:
| 2024 Plan | ||
|---|---|---|
| 1st tranche | 2nd tranche | |
| Share price of measurement date (NT$/ per share) | $44.60 | $47.20 |
| Expected volatility | 23.76% - 34.32% | 25.11% - 28.65% |
| Expected life | 2 - 4 years | 2 - 4 years |
| Risk-free interest rate | 1.40% - 1.46% | 1.14% - 1.23% |
For the aforementioned plans, the unvested restricted stocks issued on the grant date for employees are recognized in unearned employee compensation as a transitional contra equity account and such account shall be amortized as compensation expense over the vesting period. The restricted stock plan, which was implemented in 2020, expired in June 2025. For the three-month and nine-month periods ended September 30, 2026 and 2025, the compensation costs of NT$245 million, NT$202 million, NT$717 million and NT$624 million, respectively, were recognized in expenses by the Company.
b.
Stock appreciation right plan for employees
In June 2021, the Company’s subsidiaries executed a compensation plan to grant 1 million units of cash-settled stock appreciation right to qualified employees of the Company’s subsidiaries without consideration. One unit of stock appreciation right to employees represents a right to the intrinsic value of one common share of UMC. The life of the plan is four years. Beginning from the end of two years since the date of grant, those employees who fulfill both service period and performance conditions set by the Company’s subsidiaries are gradually eligible to the vested stock appreciation right at certain percentage and time frame. For those employees who fail to fulfill the vesting conditions, the Company’s subsidiaries will withdraw their rights without consideration. During the vesting period, the holders of the stock appreciation right are not entitled the same rights as those of common stock holders of UMC. The compensation plan, which was implemented in June 2021, expired in June 2025.
For the three-month and nine-month periods ended September 30, 2025, the compensation costs of nil and NT$1 million, respectively, were recognized in expenses by the Company’s subsidiaries.
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