First Financial Holding Co. Ltd. — AGM Information 2023

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The Meeting Minutes of

2023 Annual General Meeting for

First Financial Holding Company (the “Company”)

(Excerpt Translation)

Date and Time: June 16, 2023 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.)

Supplementary video conferencing platform: “AGM E-Voting Platform” (https:// www.stockvote. com.tw)

Total outstanding shares of the Company: 13,223,442,269 shares

Total shareholders reside in China: 3,204,349 shares

Total outstanding shares eligibly for the meeting: 13,220,237,920 shares

Total shares represented by shareholders present: 8,168,912,454 shares

Percentage of share held by shareholders present: 61.79%

Attendees: Salina Chen (Attorney-at-law)

Shu-Mei Chi (CPA)

Chairperson: Ye-Chin Chiou, the Chairperson of the Board of Directors

Recorder: Huan-Hsu Tseng, Chao-Wei Cho

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 2022. (Detailed in Meeting Handbook, page 6-9.)

  1. Shareholder (No.4400806) praised the Group’s positive earnings performance, and concerned of several issues, including brain drain, manager/deputy manager’s exit mechanism, pay raise, employee stock ownership trust (ESOT), and employees’ benefits.

President of First Bank indicated the employee’s average salary was on top level among peers with 6.5% pay raise last year. The mechanism to improve manager/deputy manager’s performance was in place. Up to date, 95.4% employees have joined ESOT program. Employees’ benefits were above the requirements of Regulator.

Chairperson made additional comments that employees’ benefits were superior than the prior year and will work for better benefits for employees in the future.

1. Shareholder (No.5009134) questioned about the implementation of ESOT among each subsidiary.

President of FHC responded that First Bank already rolled out the ESOT program since 2019, and would study feasibilities for other subsidiaries.

1. Shareholder (No.4668650) suggested to upgrade the employees’ benefits.

President of First Bank replied the employees’ benefits would be adjusted according to Bank’s performance.

1. Shareholder (No.3333841) concerned of issues about employees’ benefits, pay raise, and ESOT.

President of First Bank indicated that First Bank ranked no.2 among peers on average salary in 2022, and would review the overall performance to adjust the mechanism.

1. Shareholder (No.3335558) suggested to improve employees’ benefits to retain talent and maintain Group’s competition.

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President of FHC responded that First Financial Holding was listed on top 100 salaries index for ten consecutive years and would evaluate the overall performance to adjust the employees’ benefits.

• (ii) Audit Committee reported the auditing process of 2022 financial statements. (Detailed in Meeting Handbook, page 11.)

  1. Shareholder (No. 4668650) questioned issues about the definitions of Financial Inclusion, and Happy Enterprise.

President of FHC answered that Financial Inclusion includes providing adequate financial products to elderly and disadvantaged people with clear explanations. Happy Enterprise had to make satisfactions in several aspects, including salary, gender equality, harmonious working environment, and grievance mechanism.

1. Shareholder (No. 3333841) suggested issues of adjusting rules of ESOT, and the sponsor of women table-tennis team.

President of First Bank promised to evaluate the ESOT rules and the sponsor of women table-tennis team.

• (iii) Report of the distribution of employee’s compensation and director’s remuneration in 2022.

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 7[th] term of the Board of Directors.

2. The 2022 distribution was listed below:

Net profit before tax which has not deducted employee’s compensation and director’s remuneration: NTD 20,808,640,148

Employee’s compensation distributed – Cash (0.0531%): NTD 11,049,388

Director’s remuneration distributed – Cash (0.90%): NTD 187,277,761

1. Shareholder (No.5009134) suggested the scale of pay raise.

President of FHC explained that the Group would take into account the overall operating performance by each subsidiary to evaluate the pay raise.

1. Shareholder (No.4668650) questioned issues about pay raise, employees’ benefits, and maternity benefits, and asked to treat all employees fairly.

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President of FHC replied that each subsidiary would evaluate the overall performance and peers’ situations to adjust the employees’ benefits.

Chairperson promised to be consistent on maternity benefits.

President of First Securities mentioned that brokers’ salaries mainly depend on bonus and promised to study the bonus rules.

• (iv) Report of the amendments to Rules Governing Procedure for Board Meetings of the Company.

Explanation:

To conform to the amendment to "Regulations Governing Procedure for Board of Directors Meetings of Public Companies" by FSC, it is proposed that certain articles of “Rules Governing Procedure for Board Meetings of the Company” be amended. Please refer to comparison table and illustrations. (Detailed in Meeting Handbook, page 14-18.)

1. Shareholder (No.4668650) inquired issue about FinTech revolutions.

Vice President of First Bank (IT) replied that both Securities and Bank had their new business model to create business opportunities.

(After Two Recognition Matters & two Discussion Matters are discussed, the voting process will be proceeded and resolutions will be announced accordingly)

Recognition Matters

• (i) Business Report and Consolidated Financial Statements for the Year 2022. (Detailed in Meeting Handbook, page 22-43.)

Explanation:

The Company's business operation report and consolidated financial statements for the year 2022 have been reviewed by Audit Committee and duly approved by the 21[st] board meeting of the 7[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.

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

1. Shareholder (No. 4668650) spoke of issues about FinTech application and growth momentum.

Chairperson was appreciated for the encouragement and promised to keep going.

1. Shareholder (No. 4432939) praised the Group’s hard working and looked forward to better performance in the future.

2. Shareholder (No.4332669) inquired about the China economy and China exposures.

President of First Bank replied that Group had reduced China exposures in past three years on a selective business model.

This issue was fully discussed among shareholders. After Recognition and Discussion Matters are discussed, the voting process will be proceeded.

Resolution:

Presenting by shareholders (present or proxy): 8,170,620,099 shares

Approved votes: 6,892,005,787 shares/84.35% (6,884,098,174 shares from E-voting)

Against votes: 7,205,372 shares/0.09% (7,123,371 shares from E-voting)

Abort votes: 1,271,408,940 shares/15.56% (883,448,334 shares from E-voting)

RESOLVED , that the Business Report and the Consolidated Financial Statements of 2022 be and hereby were approved as submitted.

• (ii) Distribution of 2022 Profits. (Detailed in Meeting Handbook, page 45.)

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 2022 is NT$20,595,663,012. After taking other items which were not belonging to net income into account, the adjusted unappropriated earnings is NT$21,535,615,183. In accordance with the applicable laws to retain the amount of NT$2,153,561,518 as the legal reserve, plus the amount of beginning retained earnings of NT$12,531,371,251, the total distributable profit of this year is NT$31,913,424,916 and is proposed to be distributed as follows: (Please see Attachment)

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  • A. NT$10,578,753,815 as cash dividends (NT$0.8 per share).

  • B. NT$3,967,032,680 as stock dividends (30 new shares per 1,000 existing shares).

  • C. Year-end balance of accumulated profits is NT$17,367,638,421.

1. Other items mentioned previously include: (1) NT$978,595,302 of actuarial adjustment on defined benefit plans; (2) -NT$38,643,131 of gains/losses of equity instruments designated at FVTOCI.

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 7[th] term of board of directors and duly reviewed by Audit Committee.

Upon emcee’s announcement and explanation of recognition matter, no shareholder raise opinion. After Recognition and Discussion Matters are discussed, the voting process will be proceeded.

Resolution:

Presenting by shareholders (present or proxy): 8,170,620,099 shares

Approved votes: 6,906,762,889 shares/84.53% (6,898,766,710 shares from E-voting)

Against votes: 3,461,614 shares/0.04% (3,460,594 shares from E-voting)

Abort votes: 1,260,395,596 shares/15.43% (872,442,575 shares from E-voting)

RESOLVED , that the distribution of 2022 profits be and hereby were approved as proposed.

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Discussion Matters

• (i) Please approve the issuance of new shares via capitalization of profits of 2022. Explanation:

  1. In order to boost capital base and strengthen financial structure, it is proposed to appropriate NT$3,967,032,680 from the 2022 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 396,703,268 shares and the total paid-in capital would reach NT$136,201,455,370.

  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 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.

  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 23[rd] board meeting of the 7[th] term of board of directors and duly reviewed by Audit Committee.

Upon emcee’s announcement and explanation of discussion matter, no shareholder raise opinion.

After Recognition and Discussion Matters are discussed, the voting process will be proceeded.

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Resolution:

Presenting by shareholders (present or proxy): 8,170,620,099 shares

Approved votes: 6,907,862,027 shares/84.54% (6,899,148,152 shares from E-voting)

Against votes: 3,120,114 shares/0.04% (3,119,094 shares from E-voting)

Abort votes: 1,259,637,958 shares/15.42% (872,402,633 shares from E-voting)

RESOLVED , that the issuance of new shares via capitalization of profits of 2022 be and hereby were approved as proposed.

• (ii) Please approve the release of Non-Competition restriction on the 7[th] term board of directors.

Explanation:

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

2. Please refer to Meeting Handbook page 51 as the explanation of the 7[th] term of directors’ engagement with peers, upon approving release of restrictions of competitive activities of directors since June 17[th] , 2022.

3. This proposal has been approved by the Audit Committee and the 23[rd] board meeting of the 7[th] term of board of directors.

Upon emcee’s announcement and explanation of discussion matter, no shareholder raise opinion.

After Recognition and Discussion Matters are discussed, the voting process will be proceeded.

Resolution:

Presenting by shareholders (present or proxy): 7,184,834,607 shares (Shares of abstain from voting: 985,785,492 were excluded)

Approved votes: 5,621,744,159 shares/78.25% (5,613,103,680 shares from E-voting)

Against votes: 6,581,107 shares/0.09% (6,500,126 shares from E-voting)

Abort votes: 1,556,509,341 shares/21.66% (1,169,280,581 shares from E-voting)

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RESOLVED , that the release of Non-Competition restriction on the 7[th] term Board of Directors be and hereby were approved as proposed.

Shareholders opinions through supplementary video conferencing.

1. Shareholder (No. 4447354) doubted whether management team accepted any allowance in the name of housing allowance or business allowance etc.

President of FHC replied that no management team received either housing allowance or business allowance.

1. Shareholder (No. 4447354) questioned about the losses incurred from Taipower equity holding and any impact to Group’s P/L?

President of FHC replied that the investment of Taipower equity holding was booked in OCI, and didn’t impact the P/L account.

1. Shareholder (No. 5030652) questioned about AGM voting procedure.

Head of Administration of FHC explained the voting procedure which is in compliance with legal requirements.

Extemporary motions:

No further opinion from shareholders among auditorium or supplementary video conferencing.

Upon a motion duly made and second, the meeting was adjourned at 11:02 a.m.

Ye-Chin Chiou Chairperson of the meeting

Huan-Hsu Tseng, / Chao-Wei Cho

Recorder

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