First Financial Holding Co. Ltd. — AGM Information 2015

==> picture [394 x 57] intentionally omitted <==

The Meeting Minutes of 2015 Annual General Meeting for

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

Date and Time: June 26, 2015 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: 9,259,254,818 shares

Total shareholders reside in China: 2,607,819 shares

Total outstanding shares eligibly for the meeting: 9,256,646,999 shares Total shares represented by shareholders present: 7,587,758,562 shares Percentage of share held by shareholders present: 81.97%

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, Yu-Shan 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 (Omitted).

Welcome to First Financial Holding Company AGM 2015. To meet the best practice of corporate governance and in line with the implementation of e-voting system, all proposals in Recognition and Discussion and Election 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 2014. (Detailed in Meeting Handbook, page 6-9.)

  1. Shareholder (No. 7770007) questioned about the business strategy for branches to distribute products including credit card, insurance, mutual fund, and gold passbook. The shareholder also inquired about the issues of customer base losses,

• 1 -

and the procedure of handling illegal conduct of overseas employees.

1. Shareholder (No. 0550051) concerned about the P/L results of some subsidiaries and whether management team has come out with any solution. The shareholder also asked about any re-cap plan for First Aviva.

2. Shareholder (No. 4400806) asked several issues, including the customer retention ratio of insurance products referral, future business strategy, and the effect of whistleblower mechanism.

3. Shareholder (No. 4361921) spoke of issues, including the profitability differences between First and other peers, the gap between remuneration of the Directors and employee bonus, and how to improve employees’ professional skills and loyalties.

4. Shareholder (No. 3330116) concerned about several issues, including employees career planning, the ratio of employees acquiring Credit and F/X professional certifications, and the mechanism of supervision over expatriated employees and whistleblowing.

5. Shareholder (No. 4514165) suggested about the adjustment of earnings structure, M&A issue, and the business development.

Each issue was responded respectively by Chairman, President, President of First Bank, and Chief Auditor.

• (ii) Audit Committee reported the auditing process of 2014 financial statements. (Detailed in Meeting Handbook, page11~12.)

Recognition Matters

• (i) Business Report and Consolidated Financial Statements for the Year 2014. (Detailed in Meeting Handbook, page 16-33.)

Explanation:

The Company's business operation report and consolidated financial statements for the year 2014 have been reviewed by Audit Committee and duly approved by the 34[th] 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 Charles Lai, 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

• 2 -

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 business strategy of First Bank, re-cap plan of First Aviva, average age of Group’s employees, policy of human resource, and the reason of net loss from FSC Asia Investment Limited. After adequate discussion and explanations from Chairman, President, and President of First Securities, Chairman announced to rule the voting process.

Resolution:

Presenting by shareholders (present or proxy): 7,589,265,440 shares Approved votes: 6,631,264,956 shares/87.38% (1,671,539,037 shares from E-voting) Against votes: 513,991 shares (513,991 shares from E-voting)

Abort votes: 957,486,493 shares (956,433,097 shares from E-voting)

RESOLVED , that the Business Report and the Consolidated Financial Statements of 2014 be and hereby were approved as submitted.

• (ii) Distribution of 2014 Profits. (Detailed in Meeting Handbook, page 35.)

Explanation:

1. The after tax net income of the Company in year 2014 is NT$14,084,934,792. In accordance with the Articles of Incorporation of the Company and other applicable laws to retain 10% thereof in the amount of NT$1,408,493,479 as the legal reserve, and after taking into account the adjusted accumulated profits NT$7,984,053,471 of the Company, the total distributable profit of this year is NT$20,660,494,784 and is proposed to be distributed as follows:

   • A. NT$6,481,478,373 as cash dividends (NT$0.70 per share).

   • B. NT$6,018,515,630 as stock dividends (65 new shares per 1,000 existing shares).

   • C. Year-end balance of accumulated profits is NT$8,160,500,781.

The employee bonus is NT$7,403,042 and remuneration of the Directors is NT$126,764,413. Both will be distributed in cash. The gap of NT$1,086,513 between actual and estimated cost will be posted as P/L in year 2015.

1. The adjusted accumulated profits of NT$7,984,053,471 as above sourced from the accumulated profits of NT$7,973,875,446 at beginning of 2015, plus the actuarial gains on defined benefit plans NT$10,178,025 from other comprehensive income.

2. After the distribution of profit is approved by this Meeting, the Board of

• 3 -

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.

1. Cash dividends was calculated and rounded down to dollar in proportion to stakeholding. The total amount of odd fraction will be counted as other income of Company.

2. 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.

3. This proposal for the distribution of profits has been approved by the 35[th] 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. 4729936) questioned about the SOP of employees bonus distribution and branch manager’s re-allocation when their performances failed to meet the target. After adequate discussion and explanations from Chairman, and President of First Bank, Chairman announced to rule the voting process.

Resolution:

Presenting by shareholders (present or proxy): 7,589,795,159 shares Approved votes: 6,661,154,436 shares/87.76% (1,701,409,168 shares from E-voting) Against votes: 515,921 shares (515,921 shares from E-voting)

Abort votes: 928,124,802 shares (926,561,036 shares from E-voting)

RESOLVED , that the distribution of 2014 profits be and hereby were approved as proposed.

Discussion and Election Matters

• (i) Please approve the Issuance of new shares via capitalization of profits of 2014.

Explanation:

1. In order to increase the working capital, strengthen the financial structure and boost the capital adequacy, it is proposed to appropriate NT$ 6,018,515,630 from the 2014 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 601,851,563 shares and the total

• 4 -

paid-in capital would reach NT$98,611,063,810.

1. 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 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.

2. 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.

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

4. 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.

5. This proposal has been approved by the 35th Board Meeting of the 4th term of Board of Directors and duly reviewed by Audit Committee.

Upon emcee’s announcement and explanation of discussion and election matter, shareholder (No. 4332669) inquired of issues about the gap of authorized capital and paid-in capital, and the Company strategy. After adequate discussion and explanations from Chairman, and President, Chairman announced to rule the voting process.

Resolution:

Presenting by shareholders (present or proxy): 7,590,435,159 shares

Approved votes: 6,661,109,878 shares/87.76% (1,701,369,610 shares from E-voting) Against votes: 570,284 shares (568,163 shares from E-voting) Abort votes: 928,754,997 shares (926,548,352 shares from E-voting)

RESOLVED , that the capital increase from earnings in 2014 be and hereby were approved as proposed.

• 5 -

• (ii) Election for Company’s 5[th] term of board of directors.

Explanation:

1. The term of office of the Company’s 4[th] term of board of directors will expire on June 21, 2015. According to Paragraph 2 of Article 195 of the Company Act, in case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of outgoing directors shall be extended until the time new directors have been elected and assumed their office. It is proposed to elect the 5[th] term of board of directors and independent directors at this year’s (2015) annual general shareholders meeting.

2. Pursuant to Article 21 and Article 21-1 of the Company’s Articles of Incorporation, the Company’s Board of Directors is composed of 15 to 21 directors, elected by the shareholders meeting from among persons with disposing capacity in accordance with the Financial Holding Company Act and the Company Act. Starting from the Company’s 5[th] term of board of directors, the election of directors and independent directors shall adopt the candidate nomination system, and the shareholders shall elect directors and independent directors from among the nominees listed in the roster of candidates. The number of independent directors shall not be less than two (2) and not less than one-fifth (1/5) of the total number of directors.

3. In consideration of the Company’s scale of operations and development and in response to practical operational needs, it is proposed to elect 15 directors (including 3 independent directors) for the 5[th] term of board of directors. The term of office shall commence on June 26, 2015 and shall end on June 25, 2018.

4. Names of candidates for directors and independent directors are listed in the Attachment 5. The Company’s 4[th] term of board of directors has examined and approved the qualification of candidates in the 35[th] board meeting of the 4[th] term of board of directors.

5. Please vote.

Upon emcee’s announcement and explanation of discussion and election matter, no further questions were raised. The Chairman announced to rule the voting process.

After finishing the election, the Chairman announced the results of the voting.

• 6 -

Elected independent directors of the 5[th] term are as follows:

Elected directors of the 5[th] term are as follows:

• 7 -

• (iii) Please approve release of restrictions of competitive activities of the 5[th] term 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 6 as the explanation of the 5[th] term of Directors’ engagement with peers, upon approving release of restrictions of competitive activities of Directors.

3. This proposal has been approved by the 35[th] Board Meeting of the 4[th] term of Board.

Upon emcee’s announcement and explanation of discussion and election matter, shareholder (No. 4432939) praised of operating results and the team efforts. After adequate discussion and explanations from Chairman, Chairman then announced to

• 8 -

rule the voting process.

Resolution:

Presenting by shareholders (present or proxy): 6,521,943,632 shares

Approved votes: 5,413,289,080 shares/83.00% (1,667,742,901 shares from E-voting) Against votes: 1,517,339 shares (1,517,339 shares from E-voting)

Abort votes: 1,107,137,213 shares (959,225,885 shares from E-voting)

RESOLVED , that the release of restrictions of competitive activities of the 5th term of Directors 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. 4675670) addressed several viewpoints, including the trend of Bank 3.0, Ant Financial, internet banking, and third party payment, as well as the Group’s strategies.

After explanations from Chairman and President of First Bank, there being no other business and extemporary motion, upon a motion duly made and second, the meeting was adjourned at 11:40 a.m.

Ching-Nain Tsai Chairman of the meeting

Hui-An Tsang /Yu-Shan Lee Recorder

• 9 -