United Microelectronics : Meeting Minutes

United Microelectronics Corporation

2020 Annual General Meeting

Meeting Minutes

Date: June 10, 2020

------Disclaimer------

THIS IS A TRANSLATION OF THE MINUTES FOR THE 2020 ANNUAL GENERALMEETING ("THEMINUTES") OF UNITED MICROELECTRONICS CORPORATION("THE COMPANY"). THE TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NO OTHER PURPOSE. THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE MINUTES SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE

INTERPRETATION OF THE SUBECT MATTER STATED HEREIN.

United Microelectronics Corporation 2020 Annual General Meeting Minutes

Time: Wednesday, June 10, 2020 9:00 am

Location: No.2, Prosperity 1st Rd., Hsinchu Science Park (101 Meeting Room of the Allied Association for Science Park Industries)

Attendants: All shareholders and their proxy holders, representing 10,600,628,397 shares (among them, 7,955,374,803 shares voted via electronic transmission), or 86.84% of the total 12,206,292,756 outstanding shares

Board Members Present: SC Chien, Cheng-Li Huang, Wenyi Chu, Lih J. Chen, Jyuo-Min Shyu and Ting-Yu Lin

Chairperson: Stan Hung, Chairman Minute Recorder: Philip Lien

I. Chairman announced commencement.

• II.Chairman's Address(omitted)

• III. Status Reports

  • (1) 2019 business operations Acknowledged

  • (2)Audit Committee's reportof the 2019 audited financial reports Acknowledged

  • (3) 2019 distributable compensation for employees and directors Acknowledged

  • (4) The status of the 20th share repurchase program Acknowledged

  • (5)The Company's subsidiary, HeJian Technology (Suzhou) Co., Ltd., to suspend the submission process for listing application on Shanghai Stock Exchange Acknowledged

  Summary of Shareholders' Statements:

  Shareholders (No. 1259090 and No. 223) made statements about operation of the Company, the duty and responsibility of the Audit Committee, corporate organization of the annual report, the disclosure of compensation for directors in the annual report, R&D of process technology, China investment and the IPO application fee of theCompany's subsidiary, HeJian Technology (Suzhou) Co., Ltd.

  The Chairman and the persons designated by the Chairman responded to the above statements.

IV. Approval Items

(1)The Company's 2019 business report and financial statements

• 1)The Company's 2019 Annual Business Report and financial statements have been approved by the 13thmeeting of the Board of Directors, 14thterm, andreviewed by the Audit Committee. The Audit Committee's report was issuedaccordingly.

• 2) Please refer to the 2019 Annual Business Report(Attachment 1) and UMC'swebsite (www.umc.com) for financial statements.

Summary of Shareholders' Statements:

Shareholder (No. 1259090) made statements about the acquisition of MIFS, R&D and China investment.

The persons designated by the Chairman responded to the above statements. Resolution: Approved and acknowledged as proposed by Board of Directors.

Voting Result: 10,600,628,397 shares were represented at the time of voting (including 7,955,374,803 shares voted via electronic transmission)

Voting Results	％of the total representation at the time of voting
Votes in favor: 8,916,175,342 votes (including 6,272,572,368 shares voted via electronic transmission)	84.11％
Votes against: 136,208 votes (including 136,208 shares voted via electronic transmission)	0.00％
Votes invalid: 0 votes (including 0 share voted via electronic transmission)	0.00％
Votes abstained: 1,684,316,847 votes (including 1,682,666,227 shares voted via electronic transmission)	15.89％

(2)The Company's 2019 earnings distribution

• 1) The Company's 2019 Earnings Distribution Chart was approved by the 14thmeeting of the board of directors, the 14thterm, and reviewed by the AuditCommittee. The Audit Committee's report was issued accordingly.

• 2) Please refer to the 2019 Earnings Distribution Chart (Attachment 3).

• 3) The dividend will be paid in cash with calculation rounded down to the nearest one NTD (any amount under one NTD will be discarded). The remaining fraction will be incorporated into Equity of the Company.

• 4) In the event of any change in the number of outstanding shares resulting fromthe buyback of the Company's common stock, transfer, conversion orcancellation of the treasury shares, the exercise of the employee stock options or the conversion of convertible bonds, the dividend ratio must be adjusted. It is proposed to fully authorize the board of directors to adjust the dividend ratio and to proceed on the relevant matters.

Summary of Shareholders' Statements:

Shareholder (No. 1259090) made statements about the source of Company's profit andexpressed disagreement.

The Chairman responded to the above statements.

Resolution: Approved and acknowledged as proposed by Board of Directors.

Voting Result: 10,600,628,397 shares were represented at the time of voting (including 7,955,374,803 shares voted via electronic transmission)

Voting Results	％of the total representation at the time of voting
Votes in favor: 8,991,213,589 votes (including 6,347,761,615 shares voted via electronic transmission)	84.82％
Votes against: 9,826,292 votes (including 9,676,292 shares voted via electronic transmission)	0.09％
Votes invalid: 1,000 votes (including 0 share voted via electronic transmission)	0.00％
Votes abstained: 1,599,587,516 votes (including 1,597,936,896 shares voted via electronic transmission)	15.09％

V.

Discussion Items

(1) To propose the issuance of Restricted Stock Awards

• A. The Company, in order to attract and retain key talent for the goal to spare no efforts in reaching its operating targets. Therefore, it is proposed that the Company issue restricted stock awards to its employees in accordance with Article 267, Paragraph 9 of the Company Act and the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers" promulgated by the Financial Supervisory Commission (hereinafter referred to as the "Offering and Issuance Regulations".)

• B. The details of the restricted stock awards proposed to be issued are as follows:

  • 1) Expected total amounts (shares)

    A maximum of 233.2 million common shares will be issued, accounting for approximately 1.98% of the outstanding common shares of the Company. The par value per share is NTD 10, and the total issued amount is NTD 2,332 million. The shares will be issued on a one-time basis or in series within one year following the arrival of notice from the competent authority indicating that registration has become effective. The actual number of shares issued and expenses will be calculated based on the share price at the time of the grant. The actual number of shares issued will be announced pursuant to a resolution of the Board of Directors.

  • 2) Conditions for issuance

    (a) Expected issue price: The shares are issued gratuitously with an

issuance price of NTD 0 per share. (b) Vesting Conditions

• i. If an employee, after having been granted a restricted stock award, who remains on the job on the vesting date, is determined by the Company as having not violated the employment contract, employee code of conduct, trust agreement, corporate governance best practice principles, ethical corporate management best practice principles, work handbook, non-compete and non-disclosure agreement of the Company or any other agreement with the Company, and has fulfilled the personal performance indicators and operational goals set by the Company, proportions of the vesting shares to be granted for such employee on the vesting date each year is as follows:

  • a. On the job for 2 years after granting: 33%

  • b. On the job for 3 years after granting: 33%

  • c. On the job for 4 years after granting: 34%

• ii. Personal performance indicator(s): A performance rating of A or higher for the last fiscal year prior to the end of each vesting period.

• iii. The return on equity % (ROE%) and operating margin % (OM%) are used as performance indicators for the operational goals of the Company. The performance targets for the two indicators are listed below, which shall be simultaneously fulfilled. Determination of fulfillment of the indicators will be based on the consolidated financial statements audited by a certified public accountant, for the last fiscal year prior to the end of each vesting period.

Indicator	Return on equity (ROE%)	Operating margin (OM%)
2 years after granting	6% or above	6% or above
3 years after granting	8% or above	8% or above
4 years after granting	10% or above	10% or above

(c)Measures to be taken when employees fail to meet the vesting conditions or in the event of in heritance: where an employee has failed to fulfill the vesting conditions, the shares granted to him/her will be recovered and canceled by the Company without