United Microelectronics : Annual General Meeting Minutes

United Microelectronics Corporation

2023 Annual General Meeting

Meeting Minutes

Date: May 31, 2023

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

THIS IS A TRANSLATION OF THE MINUTES FOR THE 2023 ANNUAL GENERAL MEETING ("THE MINUTES") 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.

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United Microelectronics Corporation

2023 Annual General Meeting Minutes

Time: Friday, May 31, 2023 9:00 am

Location: No. 16, Creation Rd. 1, Hsinchu Science Park (UMC's Fab8S Conference Hall)

Convening Methods: Physical shareholders' meeting

Attendants: All shareholders and their proxy holders, representing 10,359,861,673 shares (among them, 7,762,584,312 shares voted via electronic transmission), or 82.84% of the total 12,504,748,984 outstanding shares

Board Members Present: SC Chien, Jason Wang, Wenyi Chu, Lih J. Chen, Kuang Si Shiu, Wen-Hsin Hsu and Ting-Yu Lin

Chairperson: Stan Hung, Chairman

Minute Recorder: Jinhong Lin

1. Announcement of Meeting Commencement

1. Chairman's Address (omitted)
   III. Status Reports
2. 1. 2022 business operations Acknowledged
   2. Audit Committee's report of the 2022 audited financial reports Acknowledged
   3. 2022 distributable compensation for employees and directors Acknowledged

IV. Approval Items

1. The Company's 2022 business report and financial statements
2. 1. The Company's 2022 Annual Business Report and financial statements have been approved by the 13th meeting of the Board of Directors, 15th term, and reviewed by the Audit Committee. The Audit Committee's report was issued accordingly.
   2. Please refer to the 2022 Annual Business Report (Attachment 1) and UMC's website (www.umc.com) for financial statements.

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

Voting Result: 10,359,861,673 shares were represented at the time of voting (including 7,762,584,312 shares voted via electronic transmission)

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	％of the total
Voting Results	representation
at the time of
	voting
Votes in favor: 9,398,179,832 votes	90.72％
(including 6,837,319,448 shares voted via electronic transmission)
Votes against: 2,200,934 votes	0.02％
(including 2,200,934 shares voted via electronic transmission)
Votes invalid: 0 votes	0.00％
(including 0 share voted via electronic transmission)
Votes abstained: 959,480,907 votes	9.26％
(including 923,063,930 shares voted via electronic transmission)

1. The Company's 2022 earnings distribution
2. 1. The Company's 2022 Earnings Distribution Chart was approved by the 13th meeting of the Board of Directors, the 15th term, and reviewed by the Audit Committee. The Audit Committee's report was issued accordingly.
   2. Please refer to the 2022 Earnings Distribution Chart (Attachment 3).
   3. The dividend will be paid in cash with calculation rounded down to the nearest one NT$ (any amount below one NT$ 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 from the buyback of the Company's common stock; transfer, conversion or cancellation of the treasury shares; issuance and cancellation of the Restricted

Stock Awards; 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.

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

Voting Result: 10,359,861,673 shares were represented at the time of voting (including 7,762,584,312 shares voted via electronic transmission)

	％of the total
Voting Results	representation
at the time of
	voting
Votes in favor: 9,417,791,365 votes	90.91％
(including 6,856,930,981 shares voted via electronic transmission)
Votes against: 1,033,055 votes	0.01％
(including 1,033,055 shares voted via electronic transmission)
Votes invalid: 0 votes	0.00％
(including 0 share voted via electronic transmission)
Votes abstained: 941,037,253 votes	9.08％
(including 904,620,276 shares voted via electronic transmission)

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Summary of Shareholders' Statements:

Shareholders (No. 2283496 and No.859962) asked questions about how the Company diversifies geopolitical risk, the Company's outlook for the second half of the year, inventory adjustment status and countermeasures.

The reply of the Chairman and the persons designated by the Chairman to the above questions is as below:

In addition to fabs in Taiwan, the Company also has manufacturing sites in China, Singapore and Japan to diversify its capacity. Inventory adjustment by customers continues, but it is slower than expected, and currently there is no signal to suggest a strong recovery in the second half of the year. The Company is committed to developing specialty process technology in order to consolidate its market position. The Company's profitability structure has improved significantly compared to previous economic cycles at different stages.

1. Extraordinary Motions: None

VI. Adjournment: Meeting ended at 09:17 am

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Attachments

Attachment 1

United Microelectronics Corporation

2022 Annual Business Report

After two years of prosperous growth, the semiconductor industry experienced a turn in sentiment starting in the first half of 2022. The cyclical nature of our industry as well as geopolitical developments led to a sharp slowdown consumer end-market demand. Despite the weakened business environment, UMC delivered another year of outstanding results thanks to our employees, partners, and customers. In 2022, our full year revenue increased to NT$278.7 billion as operating income eclipsed NT$100 billion. Over the past several years, we focused on enhancing our product mix, technology offering, and cost competitiveness, efforts which have significantly improved profitability. We are confident that UMC will demonstrate our resilience through this period of market volatility. Our commitment to sustainable business practices was once again recognized by the Dow Jones Sustainability Indices (DJSI), which ranked UMC first among semiconductor foundry peers. We strive to be a responsible company that cares about our employees, our communities, and our planet. UMC will also continue to enhance our differentiated specialty technologies, diversify our manufacturing footprint, and strengthen partnerships with key customers in order to maximize sustainable returns for our shareholders.

2022 Business Overview

In 2022, UMC shipped a total of 9.9 million 8-inch equivalent wafers, up 0.8% from a year earlier. Overall utilization rate across our fabs exceeded 100%. Full-year revenue increased 30.8% to a record high of NT$278.7 billion and operating income exceeded NT$100 billion. Gross margin was lifted to 45.1% while operating margin was 37.4%. Profit attribute to shareholders of the parent company rose 56.3% to NT$87.2 billion, with full-year earnings per share of NT$7.09. Revenue from our 22/28nm portfolio was up 56% compared with 2021, driven by strong demand for OLED display drivers and image signal processors. Our automotive business also delivered impressive growth in 2022, with revenue increasing 82% year-on-year to account for 9% of total sales. Capital expenditure for the year was US$2.7 billion, most of which was for the expansions of Fab 12A in Tainan, Taiwan and Fab 12i in Singapore. The remainder was used in the optimization of product mix across all fabs.

Technology Leadership and Development

UMC is a leader in logic and specialty process technology, providing foundry solutions for all major segments of the semiconductor industry. In 2022, UMC invested NT$13 billion in research and development to enhance our technology offering for the 5G, AI, IoT, and

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