E.Sun Financial Holding Co., Ltd. — AGM Information 2020

NOTICE OF ANNUAL SHAREHOLDERS MEETING 2020

1. The Company's 2020 annual general meeting (AGM) will be held in the Armed Forces Cultural Center at No. 69 Sec. 1, Zhonghua Rd., Taipei, Taiwan at 9:00 A.M. on June 12, 2020 (Friday). The meeting will be open for registration at the meeting place from 8:20 A.M.

2. Agenda:

3. 2.1 Report Items:

4. (a). Report on the state of business for fiscal year 2019 by the President.

5. (b). Report on the inspection and auditing of the final account for fiscal year 2019 and communications with internal auditing officers by the Audit Committee.

6. (c). Amendment of the "Corporate Social Responsibility Best Practice Principles" and report of plans for promoting CSR.

7. (d). The status of remuneration distribution to employees and directors.

8. (e). Amendment of the "Ethical Corporate Management Best Practice Principles"

9. (f). Report the adjustment of independent auditor(CPA).

10. 2.2 Matters for Ratification:

11. (a). Business reports and financial statements for fiscal year 2019.

12. (b). Proposal of net income distribution for fiscal year 2019.

13. 2.3 Matters for Discussion:

14. (a). Proposal of capital increase from retained earnings and remuneration to employees.

15. (b). Amendment to the Company’s "Procedure for Engaging in Derivatives Trading".

16. (c). Amendment to the Rules for Procedure of Shareholders' Meeting.

17. 2.4 Election: Election of the seventh term of board directors.

18. 2.5 Other Proposals: Permission regarding the engagement in competitive conduct of the directors for the company.

19. 2.6 Extemporary Motions: None

20. The Company’s board of directors passed the 2019 earnings distribution as follows:

21. 3.1. Stock Dividend: Total amount of TWD $9,260,000,000, equivalent to circa TWD $0.797 per share dividend paid in stock. (circa 79.7 shares per 1,000 shares)

22. 3.2. Cash Dividend: Total amount of TWD $9,191,766,000, equivalent to circa TWD $0.791 per share dividend paid in cash. (circa NT$ 791 per 1,000 shares).

23. 3.3. For variation of the stock (cash) dividend payout ratio as a result of change in number of shares outstanding, due to any reason hereafter, the Chairman is authorized by the Company to make discretionary adjustments.

24. In accordance with Article 165 of the Company Act, book closure period will be from April 14, 2020 to June 12, 2020.

25. If the reasons for convening include content which shall be manifested as requested by Article 172 of Company Act, or include proposal which shall be approved at AGM for removal of non-compete prohibition for the Company’s board members of the seventh term board of directors as requested by Article 209 of Company Act, the relevant information will be disclosed on Taiwan Stock Exchange Market Observation Post System (http://mops.twse.com.tw). (Website route: Electronic Books/Shareholders’ meetings. Search stock code “2884” and year “2020” for supplementary files.)

26. In addition to announcement on the Taiwan Stock Exchange's Market Observation Post System, shareholders will be notified of this meeting via letter, which will also include a proxy form. If shareholders cannot attend the meeting, they may exercise their rights to vote by electronic voting. The voting period will be from May 13, 2020 to June 9, 2020. Please log onto the website “TDCC Stock Vote” established by Taiwan Depository & Clearing Corporation at https://www.stockvote.com.tw and follow its instructions to vote. Shareholders attending the meeting in person shall present the notification letter and identification documents to register. If a proxy is to attend on behalf of the shareholder, the second part of the notification letter shall be filled out and received by the Company's Administration Management Department (stock affairs) no later than five days before the meeting. After the document’s correctness is checked, the attending permission card will be sent to the proxy.

27. If there is (are) a person (s) soliciting proxy forms, the Company will, in accordance with the relevant laws and regulations, compile related information and upload it to Securities & Futures Institute’s website by May 12 (Tuesday), 2020. Shareholders can access this information at http://free.sfi.org.tw. The Company's Administration Management Department (stock affairs) is responsible for the calculating and verifying proxy for this AGM.

28. The Company adopts candidate nomination system for election of board members of the seventh term board of directors. The director candidate list is shown below:

Note: for director candidates’ education, background, and relevant information, please refer to material information disclosure on Taiwan Stock Exchange's Market Observation Post System. (http://mops.twse.com.tw/mops/web/t146sb10)

Best regards,

E.SUN Financial Holding Company