Policy for UMC Conversion Sale Program

Sales of Shares in ADS Form by Eligible Common Share Holders

The purpose of the Conversion Sale Program (the "Program") contemplated by this Policy for UMC Conversion Sale Program (this "Policy") is to facilitate the potential sales of common shares of United Microelectronics Corporation ("UMC" or the "Company"), par value NT$10 per share ("Common Shares"), in American Depositary Share ("ADS") form by interested non-affiliate, non-management and non-employee holders of Common Shares in a coordinated fashion. The Program permits conversion of Common Shares to ADSs for the purpose of sale only and holders of Common Shares will not be allowed to convert Common Shares into ADSs for the purpose of holding the ADSs. The terms of each sale in a Sale Period (as defined below) under the Program (a "Sale") will be further specified in the terms and conditions of the Sales, and a Sale will be subject to the approval by the board of directors of UMC. In addition, certain ROC and U.S. regulatory and stock exchange approvals will be required for a Sale under the Program. The Program will be reviewed and may be revised from time to time if changes are deemed necessary or beneficial by the board of directors of UMC. In addition, this Policy may be revised and the Program may be suspended or terminated at any time solely at the discretion of UMC.

1. Eligibility of Selling Shareholders

Holders of Common Shares who are interested in a Sale ("Selling Shareholders") shall satisfy the following eligibility requirements.

Minimum number of shares held

The minimum number of Common Shares which are held by any Selling Shareholder and eligible for Sale shall not be less than 0.04% of the total outstanding Common Shares as of the relevant Announcement Date (as defined below).

Minimum holding period

The Selling Shareholder has owned the Common Shares offered for Sale under the Program for a minimum period of one year prior to the relevant Announcement Date.

Status of shareholder

The Selling Shareholder must not be an affiliate (as defined under U.S. securities laws) of UMC. In addition, UMC's management and employees are prohibited from participating in the Program.

2. Terms of Sales

Manner of sale

All Sales will be made in a manner not requiring registration under the U.S. Securities Act of 1933, as amended (the "Securities Act").

UMC reserves the right to suspend the Program in the event UMC is considering, among other things, raising funds in the international markets or in the event of an affiliate sale.

Frequency of sale

UMC does not expect to facilitate Sales more than once in any calendar quarter (a "Sale Period").

Number of shares to be sold during each Sale Period

Eligible shareholders interested in participating in the Program are required to sell a minimum of 0.04% of outstanding Common Shares.

UMC plans to facilitate the sale of Common Shares in the form of ADSs in an aggregate amount of not more than 0.6% of the total outstanding Common Shares during any Sale Period as of the relevant Announcement Date, provided that UMC may determine to increase such aggregate amount of Common Shares during a Sale Period to an amount not exceeding 1.0% of the total outstanding Common Shares as of the relevant Announcement Date.

All ADSs to be sold shall be allocated pro rata to all eligible Selling Shareholders based on their respective indicated numbers of Common Shares for prospective Sales, which indicated numbers of Common Shares for each eligible selling shareholder shall in no event exceed the aggregate amount of Common Shares to be sold in a Sale Period.

Sale price and number of shares sold during each Sale Period

All Sales must be made through the designated trade facilitator (the "Trade Facilitator") under the Program (which will be an internationally recognized investment bank). None of the Selling Shareholders has any obligation to sell any Common Shares until and unless he/she/it has executed a sale agreement with the Trade Facilitator. In addition, before Selling Shareholders are required to make a commitment to sell in a particular Sale, a minimum price (the "Minimum Price") in U.S. dollars will be specified, and the Trade Facilitator agrees not to sell Common Shares below the Minimum Price in that Sale. The actual number of Common Shares to be disposed of by the Selling Shareholder in each Sale, and the price at which each such Sale will be made, will be subject to market conditions.

3. Application and Other Procedural Requirements

For each Sale, UMC will announce the deadline for application prior to UMC's Board of Directors meeting to approve the applications and the Company's sponsorship of ADRs issuance as part of such Program ("Announcement Date"). An eligible Selling Shareholder interested in participating in a Sale will be required to submit on or prior to the relevant application deadline an application for sale under this Program together with all necessary documentation certifying his/her/its eligibility (as more fully described in the application form which will be made available on the Announcement Date). The designated administrative agent for the Program shall verify shareholder eligibility on behalf of the Trade Facilitator after all of the applications have been received and will notify Selling Shareholders of their allocation of ADSs to be available for Sale.

4. Designation of Agents and Counsel

UMC will designate a local ROC brokerage firm to act as administrative agent to handle the administrative aspects of the Program and verify the allocated Shares available for Sale, a U.S. law firm and a ROC law firm to advise UMC on legal aspects of the Program, an agent or agents to act as the depositary, escrow agent, custodian and paying agent and an internationally recognized investment bank to act as the Trade Facilitator to execute the Sales on behalf of the Selling Shareholders.

5. Fees, Expenses, Taxes & Commissions

All fees and expenses incurred by UMC, agents and advisors for the Program and the internationally recognized investment bank acting as Trade Facilitator in connection with the Program will be borne pro rata by the Selling Shareholders who participate in the Program. In addition, each Selling shareholder shall be responsible for all taxes and commissions associated with the Sale of his/her/its shares under the Program.

6. Oversite

Notwithstanding the foregoing, UMC reserves the right not to assist any Selling Shareholder with any prospective Sale or to withdraw its assistance at any time during the process if such Sale is deemed to not be in compliance with the terms of the Program or applicable law.

7. Disclaimer

UMC does not recommend or promote the sale of UMC shares in ADS form by the Selling Shareholders. Any Sale under the Program is subject to UMC and the Selling Shareholders obtaining all ROC and U.S. regulatory and stock exchange approvals, including, but not limited to, the approvals of the ROC Securities and Futures Commission, the Central Bank of China and the New York Stock Exchange.

Policy for UMC Conversion Sale Program FAQs