E.Sun Financial Holding Co., Ltd.

General Shareholders Meeting 2013

Shareholders Meeting Agenda Handbooks

Time: 09:00 AM, 21 June 2013 (Friday)

Place: Air Force Officers and Soldiers Activity Center. No.145 Ren-Ai Rd., Sec.3, Taipei, Taiwan

Table of Contents

I. Procedure of meeting

II. Reports

1. The President briefs on the state of business of the Company in fiscal 2012...................................3
2. The Audit Committee report on the inspection and auditing of the final accounting of the Company for fiscal 2012...................................................................................................................................3
3. Report on the state of issuing corporate bonds.................................................................................3
4. Revision of the Rules Governing Meetings of the Board of Directors ............................................4
5. Compliance report regarding Articles 4, 5, and 16 of the Financial Holding Company Act...........5

III. Matters for ratification

1. Recognize business reports and financial reports of 2012..............................................................7
2. Distribution of profits for fiscal 2012.............................................................................................8
3. Proposal to Modify Project for Corporate Bond Proceeds............................................................11

IV. Matters for discussion

1. Issuance of new shares through capitalization of profits...............................................................12
2. Revision of the Articles of Incorporation.………….……………....…........................................14
3. Revision of the Regulations on Election of Directors………………………………....…………15

V. Extempore motion

VI. Appendices

1. Financial Statements………………………………………………………………….................17
2. Business report…………………………………………………………………...…...................26

I. Procedure of meeting

1. Meeting in session.

2. Chairman presiding.

3. Taking three bows to late Dr. Sun Yat-Sen, the national father and national flag.

4. Address by Chairman.

5. Reports.

6. Matters for ratification.

7. Matters for discussion.

8. Extempore motion.

9. Meeting adjourned.

II. Reports

1. The President briefs on the state of business of the Company in fiscal 2012.

2. The Audit Committee report on the inspection and auditing of the final accounting of the Company for fiscal 2012.

3. Report on the state of issuing corporate bonds.

Explanation：

(1) This report is made in accordance with Article 246 of the Company Act.

(2) In strategic consideration of strengthening financial structure and proprietary capital and stability of long-term capital fund raising, the Company will issue non-secured subordinated corporate bond with the FSC’s approval letter of 22 June 2012 (ref. Jin-Guan-Zheng-Fa-Zi No. 1010026924) for a sum of TWD 3.8 billion with the maturity period from 29 June 2012 through 29 June 2019.

1. Revision of the Rules Governing Meetings of the Board of Directors

Explanation:

(1) The revision is proposed in accordance with the amended Procedural Regulations Governing Board of Directors Meetings of Public Companies promulgated by the Financial Supervisory Commission in its order of August 22, 2012 (ref. Jin-Guan-Zheng-Fa-Zi No. 1010034136).

(2) Highlights of the revision proposed:

(a) Adding a provision with regard to manners of calling and issuing notices of board meetings (Article 3).

(b) Expanding the scope of nonvoting participants from “managers” to “personnel”; making it clear that attending professionals should leave the meeting when deliberation or voting takes place (Article 8).

(c) Deleting wording with regard to such practices as loaning of funds and offering of endorsement/guarantee that are permissible for business entities other than financial holding companies (Article 12).

(d) Strengthening procedures with regard to board resolutions on donations to related parties and major donations to non-related parties (Article 12).

(e) Adding a provision that requires any director who is an interested party with respect to any agenda item to state the important aspects of the relationship in point (Article 15).

(f) Adding matters required to be recorded in the minutes with regard to agenda items that have to do with one or more interested parties (Article 16).

1. Compliance report regarding Articles 4, 5 and 16 of the Financial Holding Company Act.

Explanation :

(1) This compliance report is made in accordance with the letter of 31 January 2012, ref. Jin-Guan-Yin-Kong-Zi No. 10060005190 issued by the Financial Supervisory Commission (FSC).

(2) Content of compliance :

2.1 According to the second and the third paragraphs of Article 16 of the Financial Holding Company Act,

After a financial holding company has been established, a same person or same concerned person who singly, jointly or collectively holds more than 5% of the financial holding company’s outstanding voting shares shall report such fact to the Competent Authority within 10 days from the day of holding; the preceding provision applies to each cumulative increase or decrease in the shares of the same person or same concerned person by more than one percent (1%) thereafter.

After a financial holding company has been established, a same person or same concerned person who intends to singly, jointly or collectively holds more than 10%, 25% or 50% respectively of the financial holding company’s outstanding voting shares shall apply for approval of the Competent Authority in advance.

2.2 Article 4 of the Financial Holding Company Act defines same person as the natural or juridical person. The same Article defines same concerned person as persons related to the same natural or juridical person where

2.2.1 Persons related to the same individual means

2.2.1(a) The principal, his/her spouse and relatives by blood within the second degree of kinship.

2.2.1(b) An enterprise in which the persons referred to in the preceding paragraph hold more than one third (1/3) of its outstanding voting shares or its capital stock.

2.2.1(c) An enterprise or a foundation in which the persons referred to in paragraph 2.2.1(a) hereof act as its chairman, president or directors representing the majority of directors.

2.2.2 Persons related to the same juridical person means

2.2.2(a) The same juridical person and its chairman and president as well as the spouse and relatives by blood within second degree of kinship of the chairman and president.

2.2.2(b) Enterprises in which the same juridical person and natural persons referred to in the preceding subparagraph hold more than one third (1/3) of their outstanding voting shares or capital stock, or enterprises or foundations in which the same juridical person and natural persons referred to in the preceding subparagraph act as their chairman, president or directors representing the majority of directors.

2.2.2(c) The affiliates of the same juridical person, including the affiliates provided under Articles 369-1~369-3 and Articles 369-9~369-11 of the Company Act.

2.2.3 According to the fourth paragraph of Article 16 of the Financial Holding Company Act, a third party who holds shares of a financial holding company on behalf of the same person or same concerned person in trust, by mandate or through other types of contract, agreement or authorization shall fall within the purview of the same concerned person.

2.3 A shareholder who fails to file the report with or apply for approval from the competent authority in accordance with the second and the ninth paragraphs of Article 16 of the Financial Holding Company Act, the excess shares held by such shareholder shall have no voting right and shall be disposed of within the given period prescribed by the competent authority and the competent authority may impose a fine of TWD 2~10 million against such shareholder. Further, such shareholder when elected the director, supervisor or responsible person of the financial holding company may be dismissed automatically on account of being bad faith, inappropriate and unfit to take the office as a responsible person pursuant to Regulations Governing Qualification Requirements for Responsible Persons of a Financial Holding Company and their Holding of Concurrent Positions in Subsidiaries.

III. Matters for ratification

Proposal No. 1 as proposed by the Board of Directors:

Proposal: Recognize the Company's fiscal 2012 business report and financial statements.

Explanation:

1. This proposal is made pursuant to Article 230 of the Company Act and Article 35 of the Articles of Incorporation of the Company.

2.The financial statements of the Company produced on the year 2012 were audited and certified by Chen Li-Qi, CPA and Lai Kwan-Chung, CPA with Deloitte & Touche, Taiwan. The audited financial statements and the books and accounts including the business report and the proposed distribution of earnings were approved on 22 March 2013 by the 16th meeting of the 4th Board of Directors and inspected by the audit committee as containing no irregularity. The independent directors produced the relevant inspection report. (Please see Appendices 1 and 2)

Resolution:

Proposal No. 2 as proposed by the Board of Directors:

Proposal: Distribution of profits for fiscal 2012.

Explanation:

1. The distribution of profits for fiscal 2012 is proposed in accordance with Article 36 of the Articles of Incorporation of the Company.

2. The Company has TWD 7,058,236,913 in after-tax earnings for the year 2012. Nondistributed earnings carried forward from previous years amounted to TWD 165,415,419 as of the end of 2011. Minus a TWD 705,823,691 appropriation of legal reserve and a TWD 390,849,508 appropriation of special reserve to counteract the impact of adopting IFRSs and plus a TWD 386,930,867 reversal of special reserve, the Company has an amount of TWD 6,513,910,000 in earnings distributable for the year. It is proposed that TWD 6,513,910,000 of the said amount be distributed to the shareholders as TWD $1.00 stock dividends (TWD 5,010,700,000) and TWD $0.30 cash dividends (TWD 1,503,210,000) per share and the balance of TWD 0 is retained as non-distributed earnings as of the end of the period.

3. It is proposed that the Board of Directors be authorized with full powers to deal with matters in connection with the change (if any) to the stock (cash) dividend distributable to shareholders as a result of a change in the total outstanding shares of the Company arising from the conversion of the overseas convertible corporate bonds to stocks in the Company on the holders’ request.

4. Due to first-time adoption of International Financial Reporting Standards (IFRSs), the Company saw its retained earnings available for distribution as of January 1, 2012 and December 31, 2012 decrease by TWD 413,477,906 and TWD 471,931,607, respectively.

5. First-time adoption of IFRSs led to a decline in the Company’s retained earnings on the day of conversion. In accordance with the Financial Supervisory Commission’s letter of April 6, 2012 (ref. Jin-Guan-Zheng-Fa-Zi No. 1010012865), the Company thus had no need as of January 1, 2013 to set aside an appropriation of special reserve for any addition to retained earnings deriving from equity adjustments—unrealized revaluation increments and cumulative translation adjustment (gains)—because of its adoption of IFRS 1 exemptions when compiling financial statements for first-time adoption of IFRSs.

6. Subject to approval of the proposed earnings distribution plan by the shareholders’ meeting, it is proposed that the Board of Directors be authorized to determine the cash dividend record date. Upon approval of the competent authority, it is proposed that the Board of Directors be authorized to determine the stock dividend record date.

Resolution:

Proposal No. 3 as proposed by the Board of Directors:

Proposal: Proposed Modification of Project for Corporate Bond Proceeds.

Explanation:

1. Of the Company’s USD200 million of convertible bonds issued on July 24, 2008, a USD50.2 million portion was converted into ordinary shares in September of the same year. Proceeds from the aforesaid sale of bonds were used as a capital injection into the Company’s subsidiary E.SUN Bank in 2009. The original “Financing Plans and Implementation” is as follows:

Unit: TWD 1,000

1. The Company’s M&A plans in relation to domestic financial ventures failed to unfold as expected in 2012 due to wild swings on the international front. Given a still uncertain broader environment, the Company proposes to modify its “Financing Plans and Implementation,” specifically the “Targeted Timetable for Use of Remaining Funds” in “Project” that is specified as “Merger with/investment in domestic financial ventures and/or capital injection into subsidiaries,” as an extension to the third quarter of 2018:

Unit: TWD 1,000

Resolution:

IV. Matters for discussin

Proposal No. 1 as proposed by the Board of Directors:

Proposal: For the purpose of increasing the BIS ratio of the Company in consideration of the Company’s long-term development and operation, it is proposed for issuance of new shares through capitalization of profits (including stock dividend to shareholders and stock bonus to employees).

Explanation:

負責人：

經理人：

註1：配發員工現金紅利26,781,284元，員工股票紅利87,727,513元，董監事酬勞38,169,599元。

註2：配發員工股票紅利8,772,751股，占年底流通在外股數之0.41%。

註3：假設配發員工紅利及董監事酬勞以費用列帳之設算基本稅後每股盈餘由2.13元減少為2.06元。

1. Amount of the capital increase and number of shares:

The Company currently has TWD 50,107,000,000 in paid-in capital from a total of 5,010,700,000 issued shares. It is proposed that 5,010,700,000 new shares be issued on the amount of TWD 501,070,000 which is the profit distributable to shareholders as dividend. The profit distributable to employees which is TWD 203,559,687 includes cash dividend and stock dividend of which the amount or the number of shares to be distributed shall be calculated based on the closing price of the preceding trading day in consideration of the impact from distributing cash and stock dividends.

1. Source of the fund proposed to be capitalized:

It is proposed that the stock dividend to shareholders and the stock bonus to employees proposed under the distribution of profits for fiscal 2012 be capitalized.

1. Purpose of the fund from the capital increase:

The increased capital fund will be used to increase the BIS ratio of the Company in consideration of the Company’s long-term development and operation and strengthened competitiveness of the Company.

1. Issuance of new shares:

It is proposed that the new shares be issued in full by one share with a par value of TWD 10 each. Holders of the new shares shall hold the same rights and bear the same obligations as the holders of the original issued shares.

1. 501,070,000 shares of the news shares to be issued on the capital increase proposed shall be distributed, with no consideration paid, to the shareholders as registered in the shareholders roster at the rate of 100 new shares on each 1,000 shares held in proportion to their shareholding. Fractions of a share may be combined for full shares with the fractions of shares held by other shareholders within the specified time period. Upon expiration of the specified time period or fractions of a share still remain, cash will be paid according to the par value (and rounded to the nearest full Taiwan Dollar) and the chairman of the Company would be authorized to look for specified persons to buy the fraction of shares according to the par value.

2. Stock Dividend Record Date:

Subject to approval of the proposal by the shareholders’ meeting and that of the competent authority, it is proposed that the Board of Directors be authorized to determine and announce the date.

1. As of now, the outstanding shares of the Company amount to 5,010,700,000 in total. It is proposed that the Board of Directors be authorized with full powers to deal with matters in connection with the change (if any) to the stock dividend distributable to shareholders as a result of a change in the total outstanding shares of the Company arising from the conversion of the overseas convertible corporate bonds to stocks in the Company on the holders’ request.

Resolution:

Proposal No. 2 as proposed by the Board of Directors:

Proposal: Proposed revision of the Articles of Incorporation

Explanation:

負責人：

經理人：

註1：配發員工現金紅利26,781,284元，員工股票紅利87,727,513元，董監事酬勞38,169,599元。

註2：配發員工股票紅利8,772,751股，占年底流通在外股數之0.41%。

註3：假設配發員工紅利及董監事酬勞以費用列帳之設算基本稅後每股盈餘由2.13元減少為2.06元。

1. The matter is handled in accordance with Article 192-1 of the Company Act.

2. Highlights of the revision proposed:

(1) To further strengthen corporate governance, the Company proposes to adopt a candidate nomination system in the election of directors.

(2) Amendments are made to define the Company’s dividend policy more precisely.

Resolution:

Proposal No. 3 as proposed by the Board of Directors:

Proposal: Revision of the Regulations on Election of Directors.

Explanation:

負責人：

經理人：

註1：配發員工現金紅利26,781,284元，員工股票紅利87,727,513元，董監事酬勞38,169,599元。

註2：配發員工股票紅利8,772,751股，占年底流通在外股數之0.41%。

註3：假設配發員工紅利及董監事酬勞以費用列帳之設算基本稅後每股盈餘由2.13元減少為2.06元。

1. The revision is proposed to accommodate an amendment to the Company’s Articles of Incorporation that provides for a candidate nomination system in the election of directors (independent directors included).

2. Highlights of the revision proposed:

(1) Amendments are made to accommodate both a change in the title of the relevant statute and administrative requirements.

(2) Article 3 is amended to accommodate the Company’s adoption of a candidate nomination system in the election of directors (independent directors included).

Resolution:

V. Extempore motion

VI .Appendices

< Appendices 2 >

Business Report

Dear Shareholders,

We would like to first express our gratitude to our shareholders, clients, and all sectors of society for the longstanding support that had made 2012 a strong year for E.SUN, as well as, ended the first 20 years of our operation with splendid results. In 1992 E.SUN entered the industry with a refreshing group of upright professionals with the aim of running a bank up to a standard that only matches the latitude of Yushan, the highest mountain in Taiwan. The team dedicated its first decade to constructing the ground work for perpetual business. For the ensuing ten years, it developed a series of new products, such as mortgage, SME, credit card, etc., which were not only successful but also award and recognition winning from both governing authorities and client. In the hope of opening a new era in the next decade of a rising Asia, E.SUN will continue to operate under the discipline of the best business knowledge and judgments. We will further leverage our channels to grow targeted customers while refining product lines by boosting greater synergy and innovation momentum among the group subsidiaries. Last but not least, E. Sun will make social responsibility one of the top priorities as well

Toal Asset of E.SUN FHC reached over NT$1.2 trillion in 2012, and generated net profit of NT$7,085 million, equivalent to Earning per share of NT$1.46 and Return on equity and Returm on asset are 10.03% and 0.59% respectively ,besides, the Capital Adquency Ratio fulfill Basel requirements. E.SUN Bank posted a net profit for the year of NT$7,179 million. E.SUN Securities registered a net profit of NT$13 million, E.SUN Venture Capital a net profit of NT$17 million, and E.SUN Insurance Brokers a net profit of NT$468 million. The NPL ratio of E.SUN Bank was 0.17% with 658% coveage ratio, maintains its superior asset quality while meet the regulator’s requirement on 1% performing loan provision. With regarding the credit rating, The rating agency Moody’s shows its confidence in E.SUN’s growth scale and keeping good asset quality in long-term by confirming E.SUN’s global long/short rating of Baa2/Prime-2 on July 22, 2012. The core subsidiary, E.SUN’s Bank’s rating, is maintained at Baa1/Prime-2. All agencies assigned a stable outlook to FHC and Bank. Meanwhile, Fitch also maintain the rating of A(twn)/F1(twn) to E.SUN Securities on July 24, 2012.

E.SUN was named by The Banker one of top global 500 banking brands in 2013 for a brand value of US$ 140 million. We believe the brand image will be strengthened further through our marketing focus on wealth management, SME, and credit card lines. In addition to advancing the quantitative measures (such as EPS, ROE, ROA, etc.), extra efforts will be made to improve non-quantitative measures (including but not limited to branding, service improvement, risk control, staff training, IT capacity, corporate governance, etc.) to drive further business growth. Meanwhile sales integration will be reinforced among all banking and securities subsidiaries by consolidating all physical, E-commerce, and mobile banking/trading channels, so as to maximize network value and achieve the goal of becoming the high performance and respectable company.

In terms of network Fourth, subsidiary E.SUN Bank acquired Chiayi Fourth Credit-Cooperative Association in 2012 via general acceptance, thereby adding in four more domestic branches to reach a banking network of 136 locations. To enhance the service quality and coverage, as well as, to embrace the rise of the emerging Asian market, E.SUN will keep extending their overseas presence in China and Asia from the existing foreign locations in Los Angeles, Hong Kong, Singapore, and Dongguan. Not only that, we will set up localized systems, provide employee training, and build up local information tank for fostering a cross-border networking effect and transferring our high-quality service overseas. For client management, we are customer-oriented and will continue to focus on targeted customer development and growth through profile segmentation and offering various products under the FHC. We believe this strategy will magnify the value brought by our VIPs and create more MGM business opportunities, making Wealth Management E.SUN’s strongest business line.

E.SUN has pioneered several products and services in the industry, including lobby receptionist, E.SUN Trade, the third-party payment platform, and Ubike, etc. This well corresponds to what Mr. Gary Hamel, the world’s most prescient management expert, once said “Innovation is the only workable strategy to establish long-term value.” Nevertheless, E.SUN has not yet called an end to staff training, system refinement, and new ideas makings. We want to imbed creativeness to every E.SUN employee to form a spontaneous but disciplined thinking working environment to inspire more in-house innovation. Meanwhile external learning from different industries will also be adopted to brainstorm for new business elements, in order to generate a second growth curve and take leadership in financial engineering.

A higher purpose of business entities is to make society better. Fulfillment of corporate social responsibility justifies the very existence of enterprises. Social responsibility has been an integral part of E.SUN’s core strategies since its inception. It is an avid practitioner of environmental protection, energy conservation/carbon reduction, and green procurement. No wonder the Environmental Protection Administration (EPA) and Taipei City government cited E.SUN as one of the top-performing private enterprises and organizations in terms of green procurement for three years in a row. With holders of E.SUN Bank’s World Card invited to join the cause, the E.SUN Golden Seed Project has to date helped establish 60 libraries for elementary school pupils in remote areas. Broader horizons are brought to a greater number of schoolchildren who now take up reading. In a similar vein, E.SUN volunteers have solicited donations from colleagues and launched the “Care for Schoolchildren Project.” The objective is to join school teachers in helping schoolchildren who need help most. Meanwhile, E.SUN is an avid high school baseball sponsor and blood drive organizer. By pooling resources and taking action to honor its CSR, E.SUN believes our society will become even better as one good deed sends ripples far and wide.

Opportunities and challenges coexist in today’s financial markets around the world. E.SUN will ready itself in every way to go up another rung. By building a greater presence across Asia, growing talent and inspiring innovation, we aim to make real our vision for “E.SUN’s Great Leap Forward to an Innovative Future.” Last but not least, our gratitude goes to those who have placed high expectations on us and prodded us on and to shareholders for their continued support. We would like to extend our sincerest wishes to all of you!

Chairman President