Wistron NeWeb : Announcement on the resolution of the BOD to increase cash capital through issuance of new shares

Company code: 6285
No: 2
Subject: Announcement on the resolution of the BOD to increase cash capital through issuance of new shares
To which item it meets--article 4 paragraph xx: 11
Date of events: 2023/05/10

Contents:

• Date of the board of directors resolution: 2023/05/10
• Source of capital increase funds: Cash capital increase through issuance of new shares.
• Whether to adopt shelf registration (Yes, please state issuance period/No): No
• Total monetary value of the issuance and number of shares issued (shares issued not including those distributed to employees if consisting in capital increase from earnings or capital surplus): Maximum of 50,000,000 shares
• If adopting shelf registration, monetary value and number of shares to be issued this time: N/A
• The remaining monetary value and shares after this issuance when adopting shelf registration: N/A
• Par value per share: NT$10
• Issue price: After the registration of the capital increase plan with the Financial Supervisory Commission becomes effective, the Chairman is authorized to determine the issuance price in accordance with Article 6 of the Taiwan Securities Association's Regulatory Rules for Securities Underwriters Assisting Companies in the Offering and Issuance of Securities.
• Number of shares subscribed for by or allocated to employees: In accordance with Article 267 of the Company Act, 10% to 15% of the new shares (5,000,000 to 7,500,000 shares) will be reserved for subscription by WNC employees.
• Number of shares publicly sold: In accordance with Article 28-1 of the Securities and Exchange Act, 10% of the new shares (5,000,000 shares) will be publicly sold.
• Ratio of shares subscribed by or allotted as stock dividends to existing shareholders: 75% to 80% of the new shares (37,500,000 to 40,000,000 shares) will be reserved for subscription by existing shareholders in accordance with the shareholders' shareholding percentage on the record date of share subscription as stated in the shareholders' register.
• Handling method for fractional shares and shares unsubscripted for by the deadline: For any fractional shares that are less than one full share, shareholders may register with WNC's Shareholder Service Office to combine fractional shares into full shares within 5 days of the book closure date. The Chairman is authorized to allocate fractional shares and shares unsubscribed to by existing shareholders and employees to specific counterparties.
• 13.Rights and obligations of these newly issued shares: Rights and obligations are the same as the existing common shares.
• 14.Utilization of the funds from the capital increase: Repay bank loans and improve WNC's financial structure.
• 15.Any other matters that need to be specified:
  • After the registration of the capital increase plan with the competent authority becomes effective, the Chairman is authorized to determine the issuance price, issuance conditions, amount of capital to be raised, record date of share subscription, and other relevant items.
  • The Chairman will have full authority to make changes to key parts of the capital increase plan, including but not limited to issuance price, issuance conditions, amount of capital to be raised, sources of funding, plan items, expected progress of capital utilization, projected benefits of the issuance, and other relevant items, in response to instructions from the competent authority, evaluation of operational strategies, or factors in the industry environment.