E.Sun Financial Holding Co., Ltd. — AGM Information 2014

E.SUN FINANCIAL HOLDING CO., LTD.

GENERAL SHAREHOLDERS MEETING 2014

Meeting Minutes

Time: 09:00 AM, 20 June 2014 (Friday)

Place: Armed Forces Cultural Activity Center

No.69, Sec. 1, Zhonghua Rd., Taipei, Taiwan

Attendance: Total shares represented by the shareholders present at the meeting in person or by proxy (4,859,229,255 shares, including 2,825,410,431 shares represented by the shareholders by electronic voting method) represents 84.31% of the total issued shares of the Company (5,763,379,432 shares).

Attending without the right to vote:

HUANG Jui-Chan, CPA from Deloitte & Touche, Taiwan

CHEN Ying-Chou, CPA from Deloitte & Touche, Taiwan

KANG Wen-Yen, Attorney-at-Law from Baker & McKenzie, Taipei

Chairperson: HUANG Yung-Jen, Chairman of the Board of Directors

Minutes taken down by CHU Mei-Cheng

I. Procedure of meeting

1. Meeting duly commences in session.

2. General greetings.

3. Address by Chairman.

II. Reports

1. The state of business for year 2013 by the President.

Decision: Shareholder with A/C No. 58289 raised questions regarding business operation matters. After hearing the explanation given by the Chairman and the President, the shareholder presented agree that the issues be taken down in record for appropriate handling.

1. The inspection and auditing of the final accounting of the Company for fiscal 2013 report by the Audit Committee.

Decision: Report noted.

1. Report on the state of issuing corporate bonds.

Explanation：

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

• (2) No corporate bonds of the Company have been issued after the shareholders meeting of 2013.

Decision: Report noted.

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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, 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 FSC 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. 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 FSC in advance. The definition of the said “same person”, “same concerned person” and the state that the number of the shareholdings shall not be included are defined in the Article 4 and Article 5 in Financial Holding Company Act.

• 2.2 A shareholder who fails to file the report with or apply for approval from the FSC in accordance with the aforesaid, the excess shares held by such shareholder shall have no voting right and shall be disposed of within the given period prescribed by the FSC and the FSC may impose a fine of TWD 2~10 million against such shareholder according to the tenth paragraphs of Article 16 of the Financial Holding Company Act. 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 the Subparagraph 19 of Article 3 of Regulations Governing Qualification Requirements for Responsible Persons of a Financial Holding Company and their Holding of Concurrent

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Positions in Subsidiaries.

Decision: Report noted.

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III. Matters for ratification

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

Proposal : Recognize the Company's financial report and business report of 2013.

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 report of the Company produced on the year 2013 and the books and accounts including the business report were approved on 5 March 2014 by the 23[th] meeting of the 4[th] Board of Directors and audited and certified by Huang Jui-Chan CPA and Lai Kwan-Chung CPA with Deloitte & Touche, Taiwan. The books and accounts herein were inspected by the audit committee as containing no irregularity afterwards. The independent directors produced the relevant inspection report. (Please see Appendices 1 and 2)

Resolution:

1. Shareholder with A/C No. 58289 raised questions regarding business operation matters. After hearing the explanation given by the Chairman, the President, and the manager, the Chairman declared to decide by vote.

2. Voting result:

Total shares represented by the shareholders present in person or by proxy are 4,821,848,854 shares (including 2,825,410,431 shares represented by the shareholders by electronic voting method), shares approving the proposal are 3,678,464,020 shares (including1,747,223,696 shares voting by electronic voting method), shares opposing to the proposal are 992,388 shares (including 87,283 shares voting by electronic voting method), and shares waiving voting right to the proposal are 1,142,392,446 shares (including 1,078,099,452 shares voting by electronic voting method). The proportion of the number of approving shares to total shares represented by the shareholders is 76.29%. Because there are more than half of the shares represented by the shareholders approving the proposal, as a result,

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chairman declared this proposal is approved by vote.

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

Proposal : Distribution of profits for fiscal 2013.

Explanation:

1. The distribution of profits for fiscal 2013 is proposed in accordance with Article 36 of the Articles of Incorporation of the Company.

2. The Company has TWD 8,416,145,222 in after-tax earnings for the year 2013 which sum shall be duly applied in the first place to make up the undistributed earnings lost in the amount of TWD2,169,118 as a result of the adjustment made in line with the adoption of the IFRSs. With said loss duly made up, the Company has TWD 8,413,976,104 in net profit. Minus a TWD 841,397,610 appropriation of legal reserve, the Company has an amount of TWD 7,572,578,494 in earnings distributable for the year. It is proposed that TWD 7,550,027,054 of the said amount be distributed to the shareholders as TWD $0.89169752 stock dividends (TWD 5,763,379,430) and TWD $0.27642623 cash dividends (TWD 1,786,647,624) per share and the balance of TWD 22,551,440 is retained as non-distributed earnings as of the end of the period.

3. It is proposed that the chairman of the Company 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 buy back any of the Company’s outstanding shares, the transferring or cancellation of the treasury stock, the conversion of the overseas convertible corporate bonds to stocks in the Company on the holders’ request, the capital increase by cash or any other reasons.

4. Subject to approval of the proposal by the shareholders’ meeting, it is proposed that the Board of Directors and /or the chairman of the Company be authorized to determine the cash dividend record date. Upon approval of the competent authority, it is proposed that the Board of Directors and /or the chairman of the Company be authorized to determine the stock dividend record date.

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Resolution:

1. Shareholder with A/C No. 58289 raised questions regarding business operation matters. After hearing the explanation given by the Chairman, the President, and the manager, the Chairman declared to decide by vote.

2. Voting result:

Total shares represented by the shareholders present in person or by proxy are 4,821,848,854 shares (including 2,825,410,431 shares represented by the shareholders by electronic voting method), shares approving the proposal are 3,694,179,772 shares (including1,762,742,502 shares voting by electronic voting method), shares opposing to the proposal are 832,398 shares (including 124,239 shares voting by electronic voting method), and shares waiving voting right to the proposal are 1,126,836,684 shares (including 1,062,543,690 shares voting by electronic voting method). The proportion of the number of approving shares to total shares represented by the shareholders is 76.61%. Because there are more than half of the shares represented by the shareholders approving the proposal, as a result, chairman declared this proposal is approved by vote.

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E.SUN FINANCIAL HOLDING CO., LTD.

PROPOSED DISTRIBUTION OF EARNINGS

As of 31 December 2013

Currency: TWD

Remarks :

1.

Total amount distributable for bonus to employees: TWD235,938,345（7,550,027,054/96%*3%）

Total amount payable to directors and supervisors as remuneration: TWD78,646,115（7,550,027,054/96%*1%）

2.

The after-tax earnings of the year shall be applied first for the purpose of the distribution of stock dividend.

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IV. Matters for discussion

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:

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

The Company currently has TWD 64,633,794,320 in paid-in capital from a total of 6,463,379,432 issued shares. It is proposed that 576,337,943 new shares be issued on the amount of TWD 5,763,379,430 which is the profit distributable to shareholders as dividend. The profit distributable to employees which is TWD 235,938,345 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 2013 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.

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1. 576,337,943 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 89.169752 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 and or/ chairman of the Company be authorized to determine and announce the date.

1. As of now, the outstanding shares of the Company amount to 6,463,379,432 in total. It is proposed that the chairman of the Company 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 or the undergoing capital increase by cash.

Resolution:

1. The Company decides to allocate NTD 233,774,200 from the employees’ bonus to issue 13,282,625 new shares at an ex-rights reference price of NTD 17.60 per share based on the closing stock price of NTD 19.45 on the stock market one day before the 2014 Shareholders' Meeting. The Company's total amount for capital increment from retained earnings is NTD 5,896,205,680, and based on the par value of NTD 10, it issues 589,620,568 new shares. The Company's paid-up capital post the new issuance becomes NTD 70,530,000,000, composed of 7,053,000,000 outstanding shares in

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total.

1. Voting result:

Total shares represented by the shareholders present in person or by proxy are 4,821,848,854 shares (including 2,825,410,431 shares represented by the shareholders by electronic voting method), shares approving the proposal are 3,693,844,577 shares (including 1,762,744,151 shares voting by electronic voting method), shares opposing to the proposal are 1,167,593 shares (including 122,590 shares voting by electronic voting method), and shares waiving voting right to the proposal are 1,126,836,684 shares (including 1,062,543,690 shares voting by electronic voting method). The proportion of the number of approving shares to total shares represented by the shareholders is 76.61%. Because there are more than half of the shares represented by the shareholders approving the proposal, as a result, chairman declared this proposal is approved by vote.

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

Proposal: Proposed revision of the Articles of Incorporation

Explanation:

1. Highlights of the revision of Article 36 of Articles of Incorporation proposed under Article 26 of the Corporate Governance Best-Practice Principles for TSEC/GTSM Listed Companies and in consideration of solidified corporate governance of the Company are as mentioned below:

2. (1) To clearly define the method of distributing profit where the special earnings reserve shall be reversed to be combined with the undistributed earnings.

3. (2) To adjust the proportion of distribution of distributable earnings in consideration of solidified corporate governance of the Company and protection of the rights and interests of concerned persons.

Resolution: Voting result:

Total shares represented by the shareholders present in person or by proxy are 4,821,848,854 shares (including 2,825,410,431 shares represented by the shareholders by electronic voting method), shares approving the proposal are 3,689,720,884 shares (including1,758,519,740 shares voting by electronic voting method), shares opposing to the proposal are 5,287,340 shares (including 4,343,055 shares voting by electronic voting method), and shares waiving voting right to the proposal are 1,126,840,630 shares (including 1,062,547,636 shares voting by electronic voting method). The proportion of the number of approving shares to total shares represented by the shareholders is 76.52%. Because there are more than half of the shares represented by the shareholders approving the proposal, as a result, chairman declared this proposal is approved by vote.

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

• Proposal: Proposed revision of the Rules for Handling Acquisitions and Disposals of Assets.

Explanation:

1. The revision is proposed in line with change of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies issued 30 December 2013.

2. Highlights of the revision proposed:

3. (1) Relevant terms will be revised/ changed in line with the adoption of the IFRSs. (Articles 2, 3, 4, 12 and 25)

4. (2) In light of the comparatively low risks involved in and the manageability of transactions of certain assets, procedure for handling said transactions by and between the Company and concerned persons will be simplified. (Articles 6, 12, 13, 25)

5. (3) The standards for calculating the paid-in capital amount and the value of total assets will be introduced/ revised in accordance with the IFRSs and the Q&A of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. (Articles 27, 32-1).

Resolution: Voting result:

Total shares represented by the shareholders present in person or by proxy are 4,821,848,854 shares (including 2,825,410,431 shares represented by the shareholders by electronic voting method), shares approving the proposal are 3,652,655,270 shares (including 1,762,756,185 shares voting by electronic voting method), shares opposing to the proposal are 975,934 shares (including 109,456 shares voting by electronic voting method), and shares waiving voting right to the proposal are 1,168,217,650 shares (including 1,062,544,790 shares voting by electronic voting method). The proportion of the number of approving shares to total shares represented by the shareholders is 75.75%. Because there are more than half of the shares represented by the shareholders approving the proposal, as a result, chairman declared

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this proposal is approved by vote.

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V. Election

Proposed by Board of Directors

• Proposal: That the 13 members of the 5[th] Board of Directors of Company be elected by this shareholders meeting each to serve the office term of three years from 20 June 2014, the date of convention of this shareholders meeting.

Explanation:

1. The election is proposed under Articles 19 and 19-1 of the Articles of Incorporation of the Company.

2. The Company will have 13 directors including 4 independent directors (please see Attachment for the candidates nominated). Each director will serve an office term of three years and may be re-elected.

3. The shareholders meeting this year (2014) will elect the members of the 5[th] Board of Directors of the Company with the director elects each to serve the office term from 20 June 2014 (election day) through 19 June 2017. However, the actual office term will expire until the election of the members of the 6[th] Board of Directors.

4. The director(s) of the Company shall be elected in accordance with the Rules Governing the Election of Directors of Company under the relevant laws and regulations.

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16

Candidates of Independent Director and Director of E.SUN Financial Holding Co., Ltd.

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Notes: 1. The shareholding as indicated of the above candidates each is as represented in the Company’s shareholders roster as of 22 April 2014 when the shares of the Company were suspended from transfer pending this shareholders meeting.

1. Fu Yuan Investment Co., Ltd. is formerly known as Fu Yuan Construction Co., Ltd. The new designation was adopted on 8 May 2014.

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VI. Extempore motion

Shareholder with A/C No. 58289 raised questions regarding the necessity of proposal for release the prohibition on directors from participation in competitive business. No relevant formal proposal is made after the explanation given by the Chairman, the attorney, and the manager is heard.

VII. Meeting adjourned (at about 11:05 AM the same day.)

Chairperson: HUANG Yung-Jen, Chairman of the Board of Directors

Minutes taken down by CHU Mei-Cheng

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VII .Appendices

E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES

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E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES

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E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES

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E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES

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E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES

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E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders E.SUN Financial Holding Company, Ltd.

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Business Report

Dear Shareholders

Our gratitude goes to all shareholders, customers and the general public for their longtime support. Thanks to the hard work of everyone at E.SUN, we scored handsomely in 2013 and created another memorable year. Since its inception, E.SUN has committed itself to making the best bank. Confronted with both opportunities and challenges posed to the financial services industry, we are ready to push the bar of excellence even higher as our third decade unfolds. In 2014, we will build on the unity of all subsidiaries that are no different from brothers in a big family as we join our strengths to move up another rung in creating customer value.

In 2013, E.SUN FHC recorded total assets in excess of NT$1.38 trillion, net profit of NT$8.42 billion and EPS of NT$1.53. The year’s ROA and ROE came in at 0.64% and 10.65% respectively. All key gauges conformed to Basel requirements. The net profit numbers of E.SUN FHC subsidiaries are as follows: E.SUN Bank, NT$8.848 billion; E.SUN Securities, NT$124 million; E.SUN Venture Capital, NT$181 million; and E.SUN Insurance Broker, NT$317 million. E.SUN Bank, the Company’s core subsidiary, was able to keep up its premium asset quality; its NPL ratio of 0.20% was supplemented by a 532.81% loan loss coverage ratio and a 1.01% loan loss provisions ratio for Category One loans. Credit rating agencies took due notice of E.SUN’s steady growth against still sound asset quality in 2013. Moody’s Investors Service continued to assign E.SUN FHC its long/short-term foreign-currency deposit ratings of Baa2/P-2. In turn, E.SUN Bank was assigned Baa1/P-2. Both the parent company and banking subsidiary were given a stable outlook. For its part, Fitch Taiwan retained its long/short-term ratings of A+(twn)/F1+(twn) for E.SUN Securities.

By giving priority to service, professionalism and technology, E.SUN has made a difference. Service sets E.SUN apart from peers. Starting with a smile, E.SUN serves customers with warmth and expertise. E.SUN has won many VIP clients by touching their hearts, thus affirming our being recognized as the No. 1 brand name for quality banking. Our professionalism begins with “know your customer” (KYC). We can thus focus on segmented management and consolidate marketing resources. We have won customer trust by making a difference. In today’s knowledge-based economy, the Internet is home to electronic and mobile commerce. We draw on technology as our tool to move across boundaries between the virtual and the real, as well as across lines of industry and national borders. Technological integration gives us infinitely more access points for reaching out to customers.

E.SUN’s blue ocean strategy is to set itself apart from peers by giving priority to service, professionalism and technology. Service runs in the blood of every member of the E.SUN family. A sincere smile is no less than

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a token of E.SUN’s heart-warming service. Professionalism holds the key to winning customer trust. We strive for professionalism on all fronts: growing talent, identifying customer needs, devising solutions, innovating businesses and consolidating market resources. Technology drives business development. The power of technology plays a decisive part in undertaking consolidation across boundaries between industries and nations as well as between real and virtual. We have taken the lead to introduce a number of innovations, including third party payment, Ticket Presale Pro and E.SUN Trade .

A keen believer in the power of retail channels, E.SUN focuses on serving VIP clients and creating value therein. By integrating virtual and real outlets—E.SUN Bank’s branches and electronic banking platform—and having them bolster each other, we provide customers with consumer banking, corporate banking, wealth management, credit card and financial market services. We cement partnerships with VIP clients by helping with their cash flow management and investment and offering consultation. In terms of overseas expansion, we set up a representative office in Myanmar and completed our acquisition of a 70% stake in Cambodia’s Union Commercial Bank last year. Given our greater overseas presence, we are now better-positioned to promote our customer service, risk management and other quality experiences in more parts of Asia. As we grow our business, we place equal emphasis on enforcing internal control and strengthening risk management, thereby bolstering our capacity for attaining sustainable development over the long term.

By engaging in systematic, purposeful and methodic learning, E.SUN is committed to building up its capacity for innovation. Always striving for a better self, E.SUN is keen to draw on creative thinking and collective wisdom as the fruits of innovation is applied to what we do. We believe we can “act different, think different and make a difference.” In 2013, E.SUN invited Harvard Business School Professor Clayton Christensen to give a lecture in Taiwan. He spoke on market-creating innovation, sustaining innovation and efficiency innovation in the hope that innovation would emerge as the driving force for both Taiwan and E.SUN.

Honoring corporate social responsibility is a pledge E.SUN makes to this land. On top of running our business in a responsible manner, E.SUN is committed to playing an exemplary part in economic, social and environmental spheres by repaying the community with love and care. Once again, E.SUN won a good number of honors for its commitment to corporate social responsibility in 2013. It was the local financial services industry’s No. 1 recipient of Commonwealth magazine’s Commonwealth Corporate Citizen Award for the fifth consecutive year; it won certification for ISO 14001, the world's most popular standard for environmental management, that attests to its dedication to environmental protection and energy conservation; and it was rated by the Environmental Protection Administration as an excellent private entity worthy of a National Environmental Education Award. With holders of the Bank’s World MasterCard invited to join the cause, the E.SUN Golden Seed Project has to date helped establish 70 libraries for Taiwan’s elementary school pupils in remote areas. In a similar vein, E.SUN volunteers have solicited

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donations from colleagues and launched the “Care for Schoolchildren Project.” Joining forces with school teachers, the project is designed specifically for schoolchildren in need of help. Meanwhile, E.SUN is an avid sponsor of high school baseball, blood drives and the local cultural and creative industry at large. By pooling many a positive force, we are going to make Taiwan a better place for everyone.

Speeding up our progress and charting our future with innovation, we will accommodate and adapt to whatever the future may hold. Through long-term hard work and continuous innovation, we’ve readied ourselves for a journey from good to excellent. We would like to express our appreciation to various quarters in society for their encouragement and to shareholders for their longtime support. Our best wishes go to all of you!

Chairman President

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