First Financial Holding Co. Ltd. — AGM Information 2014

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The Meeting Minutes of 2014 Annual General Meeting for First Financial Holding Company (the “Company”) (Excerpt Translation)

Date and Time: June 20, 2014 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: 8,653,509,176 shares

Total shareholders reside in China: 2,437,219 shares

Total outstanding shares eligibly for the meeting: 8,651,071,957 shares

Total shares represented by shareholders present: 5,212,147,548 shares Percentage of share held by shareholders present: 60.25%

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, Yi-Hsin Lin

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 2014. 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 2013. (Detailed in Meeting Handbook, page 6-9.)

  1. Shareholder (No. 1250327) inquired about the performances of First Bank for the year of 2011 to 2013, the proposed state-owned banks’ consolidation, share price movements and payroll hike topics.

  2. Shareholder (No. 0550051) inquired about the potential impact on financials of

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raising sales tax, First-Aviva operating losses, FISTC-Prescope trading fraud, reshuffles of management teams, and writing-off on TMT exposure at Chang-Chun Branch.

1. Shareholder (No. 4400806) inquired about losses on TMT’s charge-off, any adverse impact to shareholder’s equity, stock price outlook, time-table for the planned rural banks at Henan Province, and wage increase plus labor relation issues.

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

• (ii) Audit Committee reported the auditing process of 2013 financial statements. (Detailed in Meeting Handbook, page 11-12.)

• (iii) Report on regulations regarding the Same Person or the Same Affiliate Who Aggregately Possess More Than the Designated Amount of Voting Shares from the Same FHC.

Recognition Matters

• (i) Business Report and Consolidated Financial Statements for the Year 2013. (Detailed in Meeting Handbook, page 18-35.)

Explanation:

The Company's business report and consolidated financial statements for the year 2013 have been reviewed by Audit Committee and duly approved by the 22[nd] meeting of the 4[th] term of Board of Directors as described in the Meeting Handbook (Detailed in page 11-12.). 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.

Upon emcee’s announcement and explanation of recognition matter, shareholder (No. 0550051) inquired of issues including the investment losses on US Washington Mutual Bond, FCB Leasing(Suzhou) being renamed to FCB Int’l Leasing, subsidiary East-Asia Real Estate MGT Co., and board of director of FCB Leasing. Shareholder (No. 0770513) inquired about THSR exposure and re-cap plan of THSR issues.

After adequate discussion and explanations from Chairman, President and President of

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First Bank, Chairman announced to rule the voting process.

Resolution:

Presenting by shareholders (present or proxy): 5,223,587,350 shares.

Approved votes: 4,558,409,671 shares/ 87.27% (1,259,501,338 shares from E-voting) Against votes: 349,136 shares/ 0.0067% (349,136 shares from E-voting) Abort votes: 664,828,543 shares/ 12.73% (654,634,503 shares from E-voting)

RESOLVED, that the business report and the consolidated financial statements of 2013 be and hereby were approved as submitted.

• (ii) Distribution of 2013 Profits. (Detailed in Meeting Handbook, page 37.)

Explanation:

1. The after tax net income of the Company in year 2013 is NT$10,888,641,311. In accordance with the Articles of Incorporation of the Company and other applicable laws to retain 10% thereof in the amount of NT$1,088,864,131 as the legal reserve, and after taking into account the accumulated profits NT$8,558,309,274 of the Company at the beginning of year 2013, the total distributable profit of this year is NT$18,358,086,454 and is proposed to be distributed as follows:

   • A. distribute NT$4,326,754,588 cash dividends (NT$0.5 per share); and

   • B. NT$6,057,456,420 stock dividends (70 new shares per 1,000 existing shares) to the shareholders; and

   • C. The balance of accumulated profits is NT$7,973,875,446 as of end of year 2013.

The employee bonus is NT$4,243,304 and remuneration of the Directors and Supervisors is NT$97,997,772. Both will be distributed in cash. The gap of NT$1,731,489 between actual and estimated cost will be posted as earnings in year 2014.

1. Accumulated profit of NT$8,558,309,274 came from:

   • A. After implementing TIFRS accounting principle, the gap of NT$90,743,778 was deducted.

   • B. Adding up 2013’s comprehensive profit of NT$ 62,964,759.

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.

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

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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.

1. This proposal for the distribution of profits has been approved by the 23[rd] meeting of the 4[th] term of Board of Directors and duly reviewed by Audit Committee.

Upon emcee’s announcement and explanation of recognition matter, shareholder (No. 0941246) recommended about the cash dividend being replaced by stock dividend, and hotel investment proposal issues.

After adequate discussion and explanations from Chairman, Chairman announced to rule the voting process.

Resolution:

Presenting by shareholders (present or proxy): 5,223,865,700 shares. Approved votes: 4,591,100,126 shares/ 87.89% (1,285,172,685 shares from E-voting) Against votes: 362,957 shares/ 0.0069% (362,957 shares from E-voting) Abort votes: 632,402,617 shares/ 12.11% (628,949,335 shares from E-voting)

RESOLVED, that the distribution of 2013 profits be and hereby were approved as proposed.

Discussion Matters

• (i) Please approve the Issuance of new shares via capitalization of profits of 2013.

Explanation:

1. In order to strengthen the financial structure and boost the capital adequacy, it is proposed to appropriate NT$ NT$ 6,057,456,420 from the 2013 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 605,745,642 shares and the total paid-in capital would reach NT$92,592,548,180.

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 70 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 combine

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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 23rd Board Meeting of the 4th term of Board of Directors and duly reviewed by Audit Committee.

Upon emcee’s announcement and explanation of discussion matter, Chairman highlighted ruling the voting process after completion of all discussion matters.

Resolution:

Presenting by shareholders (present or proxy): 5,224,518,322 shares. Approved votes: 4,590,803,498 shares/ 87.87% (1,284,890,617 shares from E-voting) Against votes: 640,223 shares/ 0.012% (640,223 shares from E-voting) Abort votes: 633,074,601 shares/ 12.12% (628,954,137 shares from E-voting)

RESOLVED, that the capital increase from earnings in 2013 be and hereby were approved as proposed.

• (ii) Please approve the Amendments to the Articles of Incorporation of the Company.

Explanation: To hike the registered capital of the Company from NT$ 100 bn to NT$ 200 bn for future expansion and capital-raising plans. (Article 5)

Upon emcee’s announcement and explanation of discussion matter, Chairman highlighted ruling the voting process after completion of all discussion matters.

Resolution:

Presenting by shareholders (present or proxy): 5,224,518,322 shares. Approved votes: 4,344,944,598 shares/ 83.16% (1,272,341,018 shares from E-voting) Against votes: 13,098,142 shares/ 0.25% (13,098,142 shares from E-voting)

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Abort votes: 866,475,582 shares/ 16.58% (629,045,817 shares from E-voting)

RESOLVED, that Amendments to the Articles of Incorporation of the Company be and hereby were approved as proposed.

• (iii) Please approve the Amendments to the Rules Governing the Acquisition and Disposal of Assets of the Company.

Explanation: To amend the related articles in accordance with the amendments of FSC “Rules Governing the Acquisition and Disposal of Assets of the Company” on Dec. 30, 2013.

Chairman announced to rule the voting process.

Resolution:

Presenting by shareholders (present or proxy): 5,224,518,322 shares.

Approved votes: 4,349,079,169 shares/ 83.24% (1,284,576,414 shares from E-voting) Against votes: 834,517 shares/ 0.016% (834,517 shares from E-voting) Abort votes: 874,604,636 shares/ 16.74% (629,074,046 shares from E-voting)

RESOLVED, that the Amendments to the Rules Governing the Acquisition and Disposal of Assets of the Company be and hereby were approved as proposed.

Extemporary motions:

• (i) Shareholder (no. 4689675) addressed the issues about boosting bonus, subsidiary legal compliance, donation to charity parties and First-Aviva’s visibility to the public etc.

• (ii) Shareholder (no. 0550051) spoke about consolidation among state-owned banks, management insights and post-merger plan.

  • After explanations from Chairman and President, there being no other business and extemporary motion, upon a motion duly made and second, the meeting was adjourned at 11:24 a.m.

Ching-Nain Tsai Chairman of the meeting

Hui-An Tsang /Yi-Hsin Lin

Recorder

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