First Financial Holding Co. Ltd. — AGM Information 2020

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The Meeting Minutes of

2020 Annual General Meeting for

First Financial Holding Company (the “Company”)

(Excerpt Translation)

Date and Time: June 19, 2020 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: 12,461,942,795 shares

Total shareholders reside in China: 3,019,831 shares

Total outstanding shares eligibly for the meeting: 12,458,922,964 shares

Total shares represented by shareholders present: 7,681,716,109 shares

Percentage of share held by shareholders present: 61.66%

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

Chien-Hung Cho(CPA)

Chairperson: Tsan-Chang Liao, the Chairperson of the Board of Directors

Recorder: Yu-Shan Li, Jung-Wen Tsai

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

2. Opening speech of the Chairperson (Omitted).

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Report Matters

Proposal:

• (i) President reported the business operation of the Company in 2019. (Detailed in Meeting Handbook, page 6-9.)

  1. Shareholder (No. 4433202) concerned about the decline of year-on-year earnings from first five months, revision of earnings target, overseas business risk-alert system, the appropriateness of bail-out program conforming to government and follow-on subsidies on credit losses, transformation plan and assets re-allocation.

  2. Shareholder (No. 4400806) inquired issues about the risk control against corona virus pandemic, impact on overseas operation, potential risk of bail-out program and its countermeasure, and earnings revision.

  3. Shareholder (No. 4984422) questioned about the decreased revenues on bancassurance business, the shrinkage of net interest income, and the source of shortage from other non-interest income.

Each issue was responded respectively by Chairperson and Head of Accounting Department of Company.

• (ii) Audit Committee reported the auditing process of 2019 financial statements. (Detailed in Meeting Handbook, page11.)

• (iii) Report of the distribution of employee’s compensation and director’s remuneration in 2019.

Explanation:

1. This proposal was to conform to Article 34-1 of the Articles of Incorporation of Company, and has been approved by the 22[nd] board meeting of the 6[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 19,640,684,139

Employee’s compensation distributed – Cash (0.0550%): NTD 10,802,376

Director’s remuneration distributed – Cash (0.90%): NTD 176,766,157

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Recognition Matters

• (i) Business Report and Consolidated Financial Statements for the Year 2019. (Detailed in Meeting Handbook, page 16-37.)

Explanation:

The Company's business operation report and consolidated financial statements for the year 2019 have been reviewed by Audit Committee and duly approved by the 22[nd] meeting of the 6[th] term of Board of Directors as described in the Meeting Handbook (Detailed in page 11.). The consolidated financial statements have been audited by Chien-Hung Chou and Shu-Mei Chi, 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, following shareholder made speech.

Shareholder (No. 4668650) complimented about issues of re-organization of First Bank, overseas earnings and expansion, and expectations from Minister of Finance.

This issue was responded by Chairperson. Chairperson then announced to rule the voting process.

Resolution:

Presenting by shareholders (present or proxy): 7,689,820,988 shares

Approved votes: 6,676,023,893 shares/86.82% (6,463,527,994 shares from E-voting)

Against votes: 661,739 shares/0.01% (661,739 shares from E-voting)

Abort votes: 1,013,135,356 shares/13.17% (1,004,757,422 shares from E-voting)

RESOLVED , that the Business Report and the Consolidated Financial Statements of 2019 be and hereby were approved as submitted.

• (ii) Distribution of 2019 Profits. (Detailed in Meeting Handbook, page 39.)

Explanation:

1. The Consolidated Financial Statements of the Company were audited by certified public accountants, Chien-Hung Chou and Shu-Mei Chi, of PricewaterhouseCoopers, Taiwan, and the after tax net income in 2019 is

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NT$19,368,751,268. In accordance with the applicable laws to retain the amount of NT$1,922,585,762 as the legal reserve, and after taking into account the adjusted accumulated profits NT$7,232,014,676 of the Company, the total distributable profit of this year is NT$24,678,180,182 and is proposed to be distributed as follows: (Please see Attachment)

• A. NT$13,085,039,935 as cash dividends (NT$1.05 per share).

• B. NT$3,738,582,830 as stock dividends (30 new shares per 1,000 existing shares).

• C. Year-end balance of accumulated profits is NT$7,854,557,417.

1. The adjusted accumulated profits of NT$7,232,014,676 as above sourced from the accumulated profits of NT$7,374,908,328 at beginning of 2019, deduct the actuarial adjustments defined benefit plans of NT$96,575,566, deduct the losses of equity instruments designated at FVTOCI by NT$46,591,683, and add the reversal of the special reserve provided for first-time adoption of IFRS by NT$273,597.

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. 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.

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 then is authorized to adjust the distribution of dividends as appropriate.

5. This proposal for the distribution of profits has been approved by the 23[rd] board meeting of the 6[th] term of Board of Directors and duly reviewed by Audit Committee.

Upon emcee’s announcement and explanation of recognition matter, following shareholder made speech.

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Shareholder (No. 4812033) concerned about the employees’ over-time working hours with less rewards due to the government’s bail-out program, and suggested for more bonus for certain project.

This issue was explained by Chairperson. Chairperson then announced to rule the voting process.

Resolution:

Presenting by shareholders (present or proxy): 7,689,901,788 shares

Approved votes: 6,704,859,491 shares/87.19% (6,492,263,627 shares from E-voting)

Against votes: 761,332 shares/0.01% (761,332 shares from E-voting)

Abort votes: 984,280,965 shares/12.80% (975,922,196 shares from E-voting)

RESOLVED , that the distribution of 2019 profits be and hereby were approved as proposed.

Discussion Matters

• (i) Please approve the Issuance of new shares via capitalization of profits of 2019. Explanation:

  1. In order to boost capital base and strengthen financial structure, it is proposed to appropriate NT$ 3,738,582,830 from the 2019 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 373,858,283 shares and the total paid-in capital would reach NT$128,358,010,780.

  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 30 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

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share thus collected by the Company will be placed at its par value with specific parties as determined by the Chairperson 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 23[rd] board meeting of the 6[th] term of Board of Directors and duly reviewed by Audit Committee.

Upon emcee’s announcement and explanation of discussion matter, following shareholder made speech.

Shareholder (No. 4812033) questioned about the plan and purpose of issuing preferred stocks, and whether it would give rise to intervention on management control.

This issue was explained by Chairperson. Chairperson then announced to rule the voting process.

Resolution:

Presenting by shareholders (present or proxy): 7,689,901,791 shares

Approved votes: 6,704,299,860 shares/87.18% (6,491,728,724 shares from E-voting)

Against votes: 1,197,611 shares/0.02% (1,197,611 shares from E-voting)

Abort votes: 984,404,320 shares/12.80% (976,020,820 shares from E-voting)

RESOLVED , that the issuance of new shares via capitalization of profits of 2019 be and hereby were approved as proposed.

• (ii) In order to diversify the Company's fund raising channels and increase its flexibility in the allocation of capital instruments, it is proposed to amend certain provisions of the Articles of Incorporation of First Financial Holding Co., Ltd. Please vote on the same.

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Explanation:

1. The major amendments to the Articles of Incorporation are listed as follows:

   • A. The rights, obligations and other important issuance terms of the Company’s preferred shares are newly provided in accordance with Articles 157 and 158 of the Company Act.

   • B. The provision of convention of the preferred shareholders’ meeting by the Company is newly provided in accordance with Article 159 of the Company Act.

   • C. The provision of distribution of the dividends of the preferred shares is newly provided in accordance with Article 235 of the Company Act.

2. The Comparison Table of the Amended Articles and the descriptions thereof are attached hereto (Detailed in Meeting Handbook, page 45-48).

3. This proposal has been approved by the 23[rd] board meeting of the 6[th] term of the Board of Directors.

Upon emcee’s announcement and explanation of discussion matter, following shareholder made speech.

Shareholder (No. 4332669) questioned about the rationale of preferred stocks and impact on the common shareholders, and was opposed to issuing preferred stocks.

This issue was explained by Chairperson. Chairperson then announced to rule the voting process.

Resolution:

Presenting by shareholders (present or proxy): 7,689,901,791 shares

Approved votes: 6,692,769,905 shares/87.03% (6,480,175,569 shares from E-voting)

Against votes: 12,689,273 shares/0.17% (12,608,473 shares from E-voting)

Abort votes: 984,442,613 shares/12.80% (976,163,113 shares from E-voting)

RESOLVED , that amendment to the Articles of Incorporation of First Financial Holding Co., Ltd. be and hereby were approved as proposed.

(iii) It is proposed to amend certain provisions of the Rules for Election of Directors of First Financial Holding Co., Ltd. Please vote on the same.

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Explanation:

1. Paragraph 1 of Article 198 of the Company Act stipulates: “In an election of directors at a shareholders' meeting, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director elected.” According to the interpretation letter issued by the Ministry of Economic Affairs on October 25, 2019 (Ref. No.: Jin-Shang-Zi-10800086000), in case the votes are split for election several directors, the number thereof should not exceed the number of the directors to be elected. Therefore, certain provisions of the Rules for Election of Directors of the Company are amended.

2. The major amendments are listed as follows:

   • A. It is specified that if the voting rights are divided to vote for several persons, the number of such persons should not exceed the number of the directors to be elected.

   • B. It is specified that the Board of Directors shall prepare the number of ballots equivalent to that of the directors to be elected.

3. The Comparison Table of the Amended Articles and the descriptions thereof are attached hereto (Detailed in Meeting Handbook, page 50).

4. This proposal has been approved by the 21[st] board meeting of the 6[th] term of the Board of Directors.

Upon emcee’s announcement and explanation of discussion matter, no shareholder raise opinion. Chairperson announced to rule the voting process.

Resolution:

Presenting by shareholders (present or proxy): 7,689,901,791 shares

Approved votes: 6,704,018,603 shares/87.18% (6,491,424,267 shares from E-voting) Against votes: 1,245,572 shares/0.02% (1,164,772 shares from E-voting)

Abort votes: 984,637,616 shares/12.80% (976,358,116 shares from E-voting)

RESOLVED , that amendment to the Rules for Election of Directors of First Financial Holding Co., Ltd. be and hereby were approved as proposed.

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Extemporary motions:

• (i) Shareholder (no. 4432939) spoke of several issues, including the Group’s performance, bail-out program, the difficulty for financial sectors, stock price, and encouragement.

• (ii) Shareholder (no. 4332669) concerned about the write-backs and write-offs over Ching-Fu NPL.

Each issue was responded respectively by Chairperson. Upon a motion duly made and second, the meeting was adjourned at 10:48 p.m.

Tsan-Chang Liao Chairperson of the meeting

Yu-Shan Li, / Jung-Wen Tsai

Recorder

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