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First Financial Holding Co. Ltd. AGM Information 2025

Jul 7, 2025

52222_rns_2025-07-07_4941e498-f212-42ae-88cf-bd7f34b28906.pdf

AGM Information

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The Meeting Minutes of

2025 Annual General Meeting for

First Financial Holding Company (the “Company”)

(Excerpt Translation)

Date and Time: June 20, 2025 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: 14,028,749,903 shares

Total shareholders reside in China: 3,399,483 shares

Total outstanding shares eligibly for the meeting: 14,025,350,420 shares

Total shares represented by shareholders present: 8,646,433,416 shares

Percentage of share held by shareholders present: 61.63%

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

Chiao-Sen Lo (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).

  3. 1 -

Report Matters

Proposal:

  • (i) President reported the business operation of the Company in 2024. (Detailed in Meeting Handbook, page 6-9)

  • Shareholder (No.4400806) spoke of issues about Group’s performance and employees benefits.

President of FHC praised Bank and other subsidiaries’ performances that translated to solid Group’s earnings given disturbing financial markets. The good results would pass on to Employees’ bonus as well.

  1. Shareholder (No.3332240) spoke of issues about the strategy of network and efficiency of Group channels.

President of First Bank responded that Bank would introduce AI technology to tap potential region, focusing on places which could interactive with customers better.

President of FHC emphasized the importance of integrated marketing. There are total 108 securities counters deployed in Bank’s branches already.

  1. Shareholder (No.3330226) concerned about employees benefits, FSITC AUMs, and earnings strategy.

President of FSITC responded to lift AUM and operating performance.

  1. Shareholder (No.3335558) suggested several issues, including ESOT adjustment, subsidiaries developments, and employee welfare.

President of First Bank consented to review the ESOT program, in-line with peers’ situation.

  1. Shareholder (No.5052375) questioned several issues, including five core strategies, loan business, credit card, AI related issue, wealth management, and Bank’s competitive edge.

President of First Bank emphasized the importance of corporate sustainability and year-on-year growth. First Bank will continue to improve customer service and professionalism in order to meet the customer demand.

  1. Shareholder (No.3336286) concerned issues about internal control, declining birthrate, and long-term care for elderly.

  2. 2 -

President of First Bank explained that job rotation mechanism are in place to prevent fraud. On the other hand, Bank continued to provide Elder Care Trust product and cooperate with long-term care organization to take care of elderly.

EVP of First Bank replied that Bank provides several optional choice for employees to take care of children.

  • (ii) Audit Committee reported the auditing process of 2024 financial statements. (Detailed in Meeting Handbook, page 11)

  • Shareholder (No. 3335558) questioned about issues including working environment, business target, HR, and earnings performance.

    • President of First Bank replied that Bank would set and review KPI each year to reallocate key business and resources.
  • Shareholder (No.4534672) praised First Bank’s performance.

  • Shareholder (No.4487286) spoke issues of First Securities’ ESOT program and the comparison of peers.

President of First Securities responded to evaluate the program after studying Group’s policy and peers’ practices.

  1. Shareholder (No.3333841) concerned about employees’ credits and improper financial transactions with customers.

Chairperson agreed to investigate individual case after meeting.

  1. Shareholder (No.4497459) concerned about loan related business.

President of First Bank explained any penalty clause for early-retire mortgage should be disclosed to borrower and shall improve employee’s training.

  • (iii) Report of the offering of the Company’s 2024 first issue of unsecured ordinary corporate bonds.

Explanation:

  • 1) It is conducted in accordance with Article 246 of the Company Act.

  • 2) For the purposes of repaying bank loans required for operation and maturing commercial papers, it was resolved by the 3rd Board of Directors Meeting of the 8th term dated August 22, 2024 to issue "Unsecured Ordinary Corporate Bonds with a total quota of NT$ 10 billion" (the "Bonds"), which was approved by the

  • 3 -

Financial Supervisory Commission (Ref. No.: Jin-Guan-Yin-Kong-Zi-1130229637) on September 26, 2024 and such quota must be issued within 2 years after the approval.

  • 3) The issuance of the Bonds was approved by the Taipei Exchange (Ref. No.: Zheng-Gui-Zhai-Zi-11300096622) on October 28, 2024 and conducted on October 30, 2024 in the amount of NT$ 5 billion. The fund utilization plan was finished by the end of fourth quarter of 2024.

  • 4) For the detailed terms of issue of the Bonds, please refer to Meeting Handbook, page

13-14. The major issuance terms are as follows:

Issue Amount Tenor Coupon Rate Issue Date Maturity Date
113-1 NT$ 5 billion 5 years Fixed 1.95% per annum 10/30/2024 10/30/2029
  1. Shareholder (No.3335558) spoke issues of business administration, performance evaluation, and workplace bullying.

Chairperson indicated these topics were irrelevant with this motion and would discuss these later.

  1. Shareholder (No.3337263) spoke issues of labor disputes of First Leasing, and corporate governance.

Chairperson indicated these topics were irrelevant with this motion and would discuss these later.

  1. Shareholder (No.3333841) recommended the sponsor of women table-tennis team etc.

President of First Bank replied that Bank has supported several sports events already and the sponsor of women table-tennis team shall be studied.

  • (iv) Report of the distribution of employee’s compensation and director’s remuneration in 2024.

Explanation:

  • 1) This proposal was to conform to Article 34-1 of the Articles of Incorporation of Company, and has been approved by the 10[th] board meeting of the 8[th] term of the Board of Directors.

  • 2) The 2024 distribution was listed below:

  • 4 -

Net profit before tax which has not deducted employee’s compensation and director’s remuneration: NTD 25,678,899,094

Employee’s compensation distributed – Cash (0.0514%): NTD 13,198,954 Director’s remuneration distributed – Cash (0.90%): NTD 231,110,092

  1. Shareholder (No.4487286) spoke of family day of First Securities.

President of First Securities replied more family day activities will be added.

  1. Shareholder (No.3333841) concerned about employee bonus issue etc.

  2. President of First Bank replied that both pay raise and bonus given would follow company’s policy.

  3. Shareholder (No.4432939) praised the good performance of Group and hard working of management team.

(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 2024. (Detailed in Meeting Handbook, page 20-42)

Explanation:

The Business Report and the Company’s Consolidated Financial Statements of 2024 have been examined by the Audit Committee, as well as approved by the 9[th] board meeting of the 8[th] term of the Board of Directors. (Detailed in Meeting Handbook, page 11) The Company’s Consolidated Financial Statements were audited by certified public accountants, Chiao-Sen Lo and Hsien-I Chen, of PricewaterhouseCoopers, Taiwan, 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 shareholders made speech.

  1. Shareholder (No. 4332669) praised the good results of Group’s ROA and ROE.

This issue was fully discussed among shareholders. The voting process was proceeded.

  • 5 -

Resolution:

Presenting by shareholders (present or proxy): 8,648,534,130 shares

Approved votes: 8,127,221,299 shares/93.97% (7,602,972,781 shares from E-voting)

Against votes: 7,605,914 shares/0.09% (7,605,914 shares from E-voting)

Abort votes: 513,706,917 shares/5.94% (500,461,584 shares from E-voting)

RESOLVED , that the Business Report and the Consolidated Financial Statements of 2024 be and hereby were approved as submitted.

(ii) Distribution of 2024 Profits. (Detailed in Meeting Handbook, page 44.)

Explanation:

  1. The Consolidated Financial Statements of the Company were audited by certified public accountants, Chiao-Sen Lo and Hsien-I Chen, of PricewaterhouseCoopers, Taiwan, and the after tax net income in 2024 is NT$25,359,449,781. After taking other items which were not belonging to net income into account, the adjusted unappropriated earnings is NT$25,689,218,506. In accordance with the applicable laws to retain the amount of NT$2,568,921,851 as the legal reserve, plus the amount of beginning retained earnings of NT$19,893,241,339, the total distributable profit of this year is NT$43,013,537,994 and is proposed to be distributed as follows: (Please see details as Attachment)

  2. A. NT$13,327,312,408 as cash dividends (NT$0.95 per share).

  3. B. NT$3,507,187,470 as stock dividends (25 new shares per 1,000 existing shares).

  4. C. Year-end balance of accumulated profits is NT$26,179,038,116.

  5. Other items mentioned previously include: (1) NT$339,667,405 of actuarial adjustment on defined benefit plans; (2) -NT$15,895,615 of gains/losses of equity instruments designated at FVTOCI; (3) NT$5,996,935 of the reversal of the special reserve provided for first-time adoption of IFRS.

  6. After the distribution of profit is approved by this Meeting, the Board of Directors is authorized 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.

  7. 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.

  8. 6 -

  9. 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.

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

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

  1. Shareholder (No.4908093) suggested dividend policy should be in line with EPS and revenue growth.

President of FHC replied that dividend policy shall consider several factors, including earnings, capital adequacy, and business expansion.

  1. Shareholder (No.5279666) concerned about the use of unappropriated earnings.

President of FHC replied the major part of the unappropriated earnings was retained for the capital adequacy and future expansion of each subsidiary.

This issue was fully discussed among shareholders. The voting process was proceeded.

Resolution:

Presenting by shareholders (present or proxy): 8,648,534,130 shares

Approved votes: 8,141,292,109 shares/94.13% (7,616,188,694 shares from E-voting)

Against votes: 3,382,879 shares/0.04% (3,382,879 shares from E-voting)

Abort votes: 503,859,142 shares/5.83% (491,468,706 shares from E-voting)

RESOLVED , that the distribution of 2024 profits be and hereby were approved as proposed.

Discussion Matters

  • (i) Please approve the issuance of new shares via capitalization of profits of 2024.

Explanation:

  • 7 -

  • In order to boost capital base and strengthen financial structure, it is proposed to appropriate NT$3,507,187,470 from the 2024 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 350,718,747 shares and the total paid-in capital would reach NT$143,794,686,500.

  • 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 25 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.

  • 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.

  • The board of directors is authorized to make necessary amendment to the proposed capital increase if so instructed by the competent authority.

  • 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.

  • This proposal has been approved by the 11[th] board meeting of the 8[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.

Resolution:

Presenting by shareholders (present or proxy): 8,648,534,130 shares

Approved votes: 8,136,656,549 shares/94.08% (7,611,553,134 shares from E-voting)

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Against votes: 5,483,657 shares/0.06% (5,483,657 shares from E-voting)

Abort votes: 506,393,924 shares/5.86% (494,003,488 shares from E-voting)

RESOLVED , that the issuance of new shares via capitalization of profits of 2024 be and hereby were approved as proposed.

  • (ii) To conform to the amendments to the "Securities and Exchange Act" and the "Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers", it is proposed that certain articles of the "Articles of Incorporation of the First Financial Holding Co., Ltd." be amended. Please vote on the same.

Explanation:

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

  2. A. To conform to the Paragraph 6, Article 14 of the Securities and Exchange Act, adding new provision regarding that 1% or more of the actual amount distributed as employee compensation for the current fiscal year shall be set aside as compensation for the non-executive employees.

  3. B. To conform to the Paragraph 1 and 3, Article 4 of the Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers, specifying that the minimum number of independent directors in the Board of Directors of the Company is three and one-third of the seats in the board.

  4. The Comparison Table of the Amended Articles and the descriptions thereof are attached hereto Meeting Handbook, page 49-50.

  5. This proposal has been approved by the 10[th] board meeting of the 8[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): 8,648,534,130 shares

Approved votes: 8,137,150,744 shares/94.09% (7,612,132,363 shares from E-voting)

  • 9 -

Against votes: 4,620,446 shares/0.05% (4,535,412 shares from E-voting)

Abort votes: 506,762,940 shares/5.86% (494,372,504 shares from E-voting)

RESOLVED , that the amendments to the "Securities and Exchange Act" and the "Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers" be and hereby were approved as proposed.

No shareholder from supplementary video conferencing platform raise opinion.

Extemporary motions:

No shareholder raise opinion.

Upon a motion duly made and second, the meeting was adjourned at 11:54 a.m.

Ye-Chin Chiou Chairperson of the meeting

Huan-Hsu Tseng, / Chao-Wei Cho Recorder

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