First Financial Holding Co. Ltd. — AGM Information 2013

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The Meeting Minutes of 2013 Annual General Meeting for

First Financial Holding Company (the “Company”) (Excerpt Translation)

Date and Time: June 21, 2013 at 9:00 a.m.

Place: 22 Fl., No.30, Sec. 1, Chung King S. Rd., Taipei City (the auditorium of the headquarters of First Commercial Bank Co., Ltd.)

Total outstanding shares of the Company: 8,125,360,729 shares

Total shareholders reside in China: 2,288,473 shares

Total outstanding shares eligibly for the meeting: 8,123,072,256 shares

Total shares represented by shareholders present: 5,001,721,839 shares Percentage of share held by shareholders present: 61.57%

Attendees: Chao-Dong Chang(Attorney-at-law)

James Huang(CPA)

Chairman: Ching-Nain Tsai, the Chairman of the Board of Directors

Recorder: Hui-An Tsang, Huang-Han Lee

1. Chairman of the Meeting announced that the aggregate shareholding of shareholders present constituted a quorum so that the Meeting began.

2. Opening speech of the Chairman.

Welcome to First Financial Holding Company AGM 2013. To meet the best practice of corporate governance and in line with the implementation of e-voting system, all proposals in Recognition and Discussion matters will be voted by poll individually. Shareholders shall be concise on each voiced statement for meeting efficiency.

Report Matters

• (i) President reported the business operation of the Company in 2012. (Detailed in Meeting Handbook, page 6-8.)

  1. Shareholder (No. 4063537) inquired about consolidation and relocation issue of Chi-Hsien, Hsin-Hsi, and Yun-Ho Branch of First Bank, as well as disposals of idle asset topics.

  2. Shareholder (No. 4400806) questioned about the rumor of planned closure of

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AMC units at state-controlled financial institutions from Ministry of Finance.

1. Shareholder (No. 0550051) inquired about the issue of employees pay rise, unprofitable subsidiaries amid Group in prior five years, the violations and follow-on improvements of First Aviva in 2012, the rumor of closure of First Financial AMC, the penalized issue toward First ITC and follow-on improvements, the progress of Chengdu Branch and Henan Rural Banks, and the safeguarding employees who were expatriated to mainland China etc.

2. Shareholder (No. 0610348) asked about the project of setting rural banks and leasing companies in mainland China, strategic alliance plan with China’s financial institutions, the impact to shareholders equity from the USD 120 million exposures to TMT, and the debt security etc.

Each issue was responded respectively by Chairman, President, President of First Bank, President of First Aviva, Chairman of First Securities ITC and Chairman of First Securities.

• (ii) Audit Committee reported the auditing process of 2012 financial statements. (Detailed in Meeting Handbook, page 10-11.)

• (iii) Report of the gap over distributable earnings and special reserve on implementation of International Financial Reporting Standards (IFRSs)

• (iv) Amendment to Rules Governing Procedure for Board Meetings of the Company. (Detailed in Meeting Handbook, page 14-19.)

Recognition Matters

• (i) Business Report and Consolidated Financial Statements for the Year 2012. (Detailed in Meeting Handbook, page 24-39.)

Explanation:

• The Company's business report and consolidated financial statements for the year 2012 have been reviewed by Audit Committee and duly approved by the 10[th] meeting of the 4[th] term of Board of Directors as described in the Meeting Handbook (Detailed in page 10-11.). The consolidated financial statements have been audited by James Huang and Chien-Hung Chou, the certified public accountants in PricewaterhouseCoopers, and a report in connection therewith has been submitted by the President and Audit Committee of the Company. The business report and consolidated financial statements are hereby respectfully submitted for recognition.

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Resolution:

Upon emcee’s announcement and explanation of recognition matter, shareholder (No. 0610348) inquired of issues including business strategy – quality outweigh quantity, and employees attending AGM etc. After adequate discussion and explanations from Chairman and President of First Bank, Chairman announced to rule the voting process.

Upon ruling the voting process, the total shares represented by shareholders present were 5,016,133,709 shares and the total approved votes were 4,429,265,780 shares, including 1,147,437,461 electronic voting shares, which was 88.3% of the total shares represented by shareholders present. The result of the voting was approved.

RESOLVED, that the business report and the consolidated financial statements of 2012 be and hereby were approved as submitted.

(ii) Distribution of 2012 Profits. (Detailed in Meeting Handbook, page 41.)

Explanation:

1. The after tax net income of the Company in year 2012 is NT$10,173,838,898. In accordance with the Articles of Incorporation of the Company and other applicable laws to retain 10% thereof in the amount of NT$1,017,383,890 as the legal reserve, and after taking into account the accumulated profits NT$8,367,530,083 of the Company at the beginning of year 2012, the total distributable profit of this year is NT$17,523,985,091 and is proposed to be distributed as follows:

   • A. distribute NT$3,656,412,328 cash dividends (NT$0.45 per share); and

   • B. NT$5,281,484,470 stock dividends (65 new shares per 1,000 existing shares) to the shareholders; and

   • C. The balance of accumulated profits is NT$8,586,088,293 as of end of year 2012.

The employee bonus is NT$4,395,098 and remuneration of the Directors and Supervisors is NT$91,564,550. Both will be distributed in cash. The gap of NT$806,330 between actual and estimated cost will be posted as earnings in year 2013.

1. Due to the implementation of new tax rules, distribution of 2012 earnings is prioritized.

2. After the distribution of profit is approved by this Meeting, the Board of Directors is authorized both to set a record date for the distribution of cash dividends, and, after the capital increase of the Company is approved by the competent authorities, set a record date for the distribution of stock dividends.

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1. If the number of the outstanding shares of the Company is subsequently changed due to any share buy-back by the Company, the transfer, conversion, cancellation of the shares or other circumstances resulting in the increase or decrease of the number of the outstanding shares, the Board of Directors then is authorized to adjust the distribution of dividends as appropriate.

2. This proposal for the distribution of profits has been approved by the 11[th] meeting of the 4[th] term of Board of Directors and duly reviewed by Audit Committee.

Resolution:

Upon emcee’s announcement and explanation of recognition matter, shareholder (No. 4059395) questioned of issues about the sliding stock price of First Financial Holding Company, how to boost earnings growth, and speeding the timeline of dividends distribution etc. After adequate discussion and explanations from Chairman and President, Chairman announced to rule the voting process.

Upon ruling the voting process, the total shares represented by shareholders present were 5,016,133,712 shares and the total approved votes were 4,428,916,635 shares, including 1,147,448,162 electronic voting shares, which was 88.29% of the total shares represented by shareholders present. The result of the voting was approved.

RESOLVED, that the distribution of 2012 profits be and hereby were approved as proposed.

Discussion Matters

• (i) The Capital increase via distributing stock dividends from earnings in 2012.

Explanation:

1. In order to increase the working capital, strengthen the financial structure and boost the capital adequacy, it is proposed to appropriate NT$5,281,484,470 from the 2012 distributable earnings as stock dividends pursuant to Article 240 of the Company Act. The par value of the shares to be issued is NT$10 and the total number of the common shares to be issued is 528,148,447 shares and the total paid-in capital would reach NT$86,535,091,760.

2. The Board of Directors is authorized to set the record date for the proposed capital increase after the approval of competent authority in connection therewith is granted. The distribution of the new shares should be made to the shareholders with no consideration at the ratio of 65 new shares for every 1,000 shares held by shareholders according to their respective shareholding as stated in shareholders’ register book on the record date. Shareholders may, within five days from the record date for stock dividend, apply to the stock affairs agent of the Company to

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combine fractional shares into one share. Odd lots less than one share thus collected by the Company will be placed at its par value with specific parties as determined by the Chairman under the authorization of the AGM.

1. The rights and obligations of the new shares to be issued under the proposed capital increase shall be the same as those of the existing shares of the Company.

2. The Board of Directors is authorized to make necessary amendment to the proposed capital increase if so instructed by the competent authority.

3. If the number of the outstanding shares of the Company is subsequently changed due to any share buy-back by the Company, the transfer, conversion, cancellation of the shares or other circumstances resulting in the increase or decrease of the number of the outstanding shares, the Board of Directors is authorized to adjust the distribution of dividends as appropriate.

4. This proposal has been approved by the 11[th] Board Meeting of the 4[th] term of Board of Directors and duly reviewed by Audit Committee.

Resolution:

Upon emcee’s announcement and explanation of discussion matter, shareholder (No. 4432939) praised of operating results and the team efforts. Chairman highlighted ruling the voting process after completion of all discussion matters

Upon ruling the voting process, the total shares represented by shareholders present were 5,016,138,788 shares and the total approved votes were 4,228,473,472 shares, including 1,147,307,985 electronic voting shares, which was 84.3% of the total shares represented by shareholders present. The result of the voting was approved.

RESOLVED, that the capital increase from earnings in 2012 be and hereby were approved as proposed.

(ii) The release of Non-Competition restriction on the 4[th] term of Board of Directors.

Explanation:

1. According to Company Law Act 209-1, Directors shall explain the major impact and seek approval from shareholders meeting with regard to their engagement with peers.

2. Please refer to attachment as the explanation of Directors’ engagement with peers (Detailed in Meeting Handbook, page 47), upon approval to remove the Restriction of Non-Competition of Directors.

3. This proposal has been approved by the 10[th] Board Meeting of the 4[th] term of Board of Directors.

Resolution:

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Upon emcee’s announcement and explanation of discussion matter, shareholder (No. 0040158) questioned about issues of the content of Non-Competition of Directors and execution of avoiding conflicts of interests form Directors. After adequate discussion and explanations from Chairman and Attorney, Chairman announced to rule the voting process.

Upon ruling the voting process, the total shares represented by shareholders present were 5,003,934,814 shares and the total approved votes were 4,362,534,160 shares, including 1,146,814,581 electronic voting shares, which was 87.18% of the total shares represented by shareholders present. The result of the voting was approved.

RESOLVED, that releasing the 4[th] term of director’s Non Competition restriction be and hereby were approved as proposed.

Extemporary motions:

• (i) Shareholder (no. 0941246) spoke the issue of a joint effort project of a hotel construction.

• (ii) Shareholder (no. 0280255) explained the situation of a law suit between First Bank and its retiree.

• (iii) Shareholder (no. 0040158) addressed several issues including employee’s training, size of head counts during office hour in London Branch, and the service problem at Sung-Chiang Branch.

• (iv) Shareholder (no. 4063537) addressed the issues about employees pay rise and bonus proportion of First Securities.

After explanations from Chairman, President of First Bank and Chairman of First Securities, there being no other business and extemporary motion, upon a motion duly made and second, the meeting was adjourned at 11:52 a.m.

Ching-Nain Tsai Hui-An Tsang /Huang-Han Lee Chairman of the meeting Recorder

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