First Financial Holding Co. Ltd. — AGM Information 2016

Stock Code: 2892

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Handbook for the 2016 Annual Shareholders’ Meeting (Summary Translation)

Meeting Time: 9:00 am, Friday, June 24, 2016 Location: 22[nd] Floor, 30 Chung King S. Rd., Sec.1, Taipei 100, Taiwan

This English version handbook is a summary translation of the Chinese version and is for reference only. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

Table of Contents

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First Financial Holding Co., Ltd.

Procedure for the 2016 Annual Shareholders’ Meeting

1. Call the Meeting to Order

1. Chairman Remarks

2. Discussion Matters

4. Report Matters

5. Recognition and Discussion Matters

6. Extemporary Motions

7. Meeting Adjournment

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Agenda of 2016 Annual Shareholders’ Meeting

Date and Time: June 24, 2016 at 9:00 a.m.

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

1. The Chairman announces the aggregate shareholding of shareholders present constitute a quorum and call the meeting to order.

2. Chairman’s remarks

3. Discussion Matters:

Please approve the amendments to the Articles of the Incorporation of the Company.

1. Report Matters:

2. (a) President reports the business operation of the Company in 2015.

3. (b) Audit committee report the auditing process of 2015 financial statements.

4. (c) Report of the distribution of employee’s compensation and director’s remuneration in 2015.

5. Recognition and Discussion Matters:

6. (a) Please recognize the 2015 business report and consolidated financial statements of the Company.

7. (b) Please recognize the distribution of 2015 profits.

8. (c) Please approve the issuance of new shares via capitalization of profits of 2015.

9. Extemporary motions:

10. Meeting adjournment

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Discussion Matters

To conform to the amendment to the Company Act, it is proposed that certain

articles of "The Articles of Incorporation of the Company" be amended.

Explanation:

• 1) The major amendments to the Articles of Incorporation are summarized as below:

• A. To conform to the amendment to Article 235 of the Company Act, deleting certain provisions regarding distributions of employee bonuses and director and supervisor remuneration in Article 34 of the Articles of Incorporation.

• B. To conform to the newly promulgated Article 235-1 of the Company Act and an interpretative ruling No. 10402427800 dated October 15, 2015 issued by the Ministry of Economic Affairs, adding a new provision regarding employee and director remuneration distributions in Article 341 of the Articles of Incorporation.

• 2) Attachment 1 please find the comparison table of the amended articles and description thereto.

• 3) This proposal has been approved by the 9[th] board meeting of the 5[th] term of the Board of Directors.

Resolved:

Report Matters

1. President reports the business operation of the Company in 2015.

2. Explanation: The 2015 Business Report is attached as Attachment 2 (omitted).

3. Audit Committee report the auditing process of 2015 financial statements. Explanation: The 2015 Audit Committee’s Review Report is attached as

4. Attachment 3.

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1. Report of the distribution of employee’s compensation and director’s

remuneration in 2015.

Explanation:

• 1) This proposal was to conform to Article 235-1 of the Company Act and Article 34-1 of the Articles of Incorporation of Company, and has been approved by the 10[th] board meeting of the 5[th] term of the Board of Directors.

• 2) The distribution was listed below:

Net profit before tax which has not deducted employee’s compensation and director’s remuneration: NTD 16,133,017,168

Employee’s compensation distributed – Cash (0.0523%): NTD 8,437,568

Director’s remuneration distributed – Cash (0.9%): NTD 145,197,155

Resolved:

Recognition and Discussion Matters

1. Please recognize the 2015 business report and consolidated financial statements of the Company.

Explanation:

The Business Report and the Company’s Consolidated Financial Statements of 2015 have been examined by the Audit Committee, as well as approved by the 10[th] board meeting of the 5[th] term of the Board of Directors. Among which, the Company’s Consolidated Financial Statements were audited by certified public accountants, James Huang and Charles Lai, of PricewaterhouseCoopers, Taiwan. The 2015 Business Report and Consolidated Financial Statements are attached as Attachment 2 (omitted) and 4.

Resolved:

1. Please recognize the distribution of 2015 profits.

Explanation:

• 3) The after tax net income of the Company in 2015 is NT$16,006,088,414. In accordance with the Articles of Incorporation of the Company and other applicable laws to retain 10% thereof in the amount of NT$1,600,608,841 as

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the legal reserve, and after taking into account the adjusted accumulated profits NT$7,562,342,211 of the Company, the total distributable profit of this year is NT$21,967,821,784 and is proposed to be distributed as follows:

(Please see details as Attachment 5.)

• A. NT$10,888,051,062 as cash dividends (NT$0.95 per share).

• B. NT$5,157,497,870 as stock dividends (45 new shares per 1,000 existing

• shares).

• C. Year-end balance of accumulated profits is NT$5,922,272,852.

• 4) The adjusted accumulated profits of NT$7,562,342,211 as above sourced from the accumulated profits of NT$8,160,500,781 at beginning of 2016, deduct the actuarial adjustments defined benefit plans of NT$598,158,570 from other comprehensive income.

• 5) 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.

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

• 7) 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.

• 8) This proposal for the distribution of profits has been approved by the 11[th] board meeting of the 5[th] term of Board of Directors and duly reviewed by Audit Committee.

Resolved:

1. Please approve the issuance of new shares via capitalization of profits of 2015.

Explanation:

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• 1) In order to boost capital base and strengthen financial structure, it is proposed to appropriate NT$ 5,157,497,870 from the 2015 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 515,749,787 shares and the total paid-in capital would reach NT$119,768,561,680.

• 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 45 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.

• 3) 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.

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

• 5) 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.

• 6) This proposal has been approved by the 11[th] board meeting of the 5[th] term of Board of Directors and duly reviewed by Audit Committee. Resolved:

Extemporary Motions

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Attachment 1

Comparison Table of Amended Articles to the Articles of Incorporation of the First Financial Holding Co., Ltd.

Amended Articles Current Articles Description Article 34 To conform to the The Company adopts a residual amendment to Article 235 dividend policy to ensure of the Company Act where continuous business expansion employees, directors and and profit growth, together supervisors are not with conformance with the entitled to earnings relevant laws and regulations. distributions, deleting the The terms, timing and amount provisions regarding of the distributions: Any distributions of employee earnings concluded in a fiscal bonuses and director and year shall first pay the statutory supervisor remuneration in taxes and make up for loss of this Article. previous years, and provide a legal reserve and a special reserve according to laws and regulations and business operation needs. The remainder, if any, shall set aside 0.02% to 0.16% as employee bonuses and no more than 1% as director and supervisor remuneration. The remaining balance plus the accumulated retained earnings of the last year shall be the distributable amount for shareholder dividends and bonuses, for which 30% to 100% of the amount should be distributed in accordance with the distribution proposal made by the board of directors and approved by the shareholders' meeting. Employee stock

Article 34

The Company adopts a residual dividend policy to ensure continuous business expansion and profit growth and conformance with the relevant laws and regulations. The terms, timing and amount of the distributions: Any earnings concluded in a fiscal year shall be first used to pay the statutory taxes and make up for loss of previous years, and provide a legal reserve and a special reserve according to laws and regulations and business operation needs. The remainder, if any, plus the accumulated retained earnings of the last year shall be the distributable amount for shareholder dividends and bonuses, for which 30% to 100% of the amount should be distributed in accordance with the distribution proposal made by the board of directors and approved by the shareholders' meeting. Cash and stock dividends shall be distributed according to the Company's operation plan, provided that the cash dividends shall be no less than

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Attachment 3

First Financial Holding Co., Ltd.

Audit Committee’s Report

The Board of Directors of the Company has prepared and delivered the Business Report, the Consolidated Financial Statements, and earnings distribution proposal for 2015. Wherein, the Consolidated Financial Statements were audited by certified public accountants, James Huang and Charles Lai, of PricewaterhouseCoopers, Taiwan. The Audit Committee has reviewed the above Business Report, the Consolidated Financial Report and earnings distribution proposal and found nothing incorrect. We hereby submit this report in accordance with Article 14-4 and Article 36 of the Securities and Exchange Act and Article 219 of the Company Act.

To: 2016 General Shareholders’ Meeting

Audit Committee of First Financial Holding Co., Ltd.

Independent Director: Shyan-Yuan Lee

Independent Director: Hau-Min Chu

Independent Director: Hui-Ya Shen

April, 29 2016

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Attachment 4

(104) PWCR15000293

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and stockholders of First Financial Holding Co., Ltd

We have audited the accompanying consolidated balance sheets of First Financial Holding Co., Ltd. (the “Company”) and its subsidiaries (collectively the “First Group”) as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, of changes in equity and cash flows for the years ended. These consolidated financial statements are the responsibility of the First Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the ”Regulations Governing Auditing and Certification of Financial Statements of Financial Institutions by Certified Public Accountants” and generally accepted auditing standards in the Republic of China. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Group as of December 31, 2015 and 2014 and the results of its financial performance and cash flows for the years ended in conformity with the “Regulations Governing the Preparation of Financial Reports by Financial Holding Companies”, “Regulations Governing the Preparation of Financial Reports by Public Banks”, “Regulations Governing the Preparation of Financial Reports by Securities Firms”, “Regulations Governing the Preparation of Financial Reports by Insurance Companies”, “Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants” and International Financial Reporting Standards (“IFRS”), International Accounting Standard (“IAS”), IFRS Interpretations Committee (“IFRIC”), and Standing Interpretations Committee (“SIC”), as endorsed by the Financial Supervisory Commission (“FSC”).

March 24, 2016

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and of cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

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FIRST FINANCIAL HOLDING CO., LTD. AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

(Continued)

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FIRST FINANCIAL HOLDING CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

The accompanying notes are an integral part of these consolidated financial statements.

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FIRST FINANCIAL HOLDING CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except earnings per share amount)

(Continued)

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FIRST FINANCIAL HOLDING CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except earnings per share amount)

The accompanying notes are an integral part of these consolidated financial statements.

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FIRST FINANCIAL HOLDING CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars)

Note ： Directors' and supervisors' remuneration and employees' bonus have been deducted from the consolidated statement of comprehensive income.

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FIRST FINANCIAL HOLDING CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

(Continued)

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FIRST FINANCIAL HOLDING CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

The accompanying notes are an integral part of these consolidated financial statements.

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Attachment 5

FIRST FINANCIAL HOLDING CO., LTD.

Profit Distribution Table

Year 2015

(Expressed in New Taiwan dollars)

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