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First Financial Holding Co. Ltd. AGM Information 2026

Jun 30, 2026

52222_rns_2026-06-30_a178c0f6-2229-41f8-802a-a73b60b7c416.pdf

AGM Information

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第一金融控股股份有限公司

First Financial Holding Co., Ltd.

The Meeting Minutes of

2026 Annual General Meeting for

First Financial Holding Company (the "Company")

(Excerpt Translation)

Date and Time: June 18, 2026 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: 14,379,468,650 shares

Total shareholders reside in China: 3,484,465 shares

Total outstanding shares eligible for the meeting: 14,375,984,185 shares

Total shares represented by shareholders present: 8,860,998,143 shares

Percentage of shares held by shareholders present: 61.63%

Attendees: Chao-Dong Chang (Attorney-at-law)
James Huang (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 2025. (Detailed in Meeting Handbook, page 6-9)

  1. Shareholder (No.4400806) spoke of issues about Group’s performance, employees welfare and positive workplace environment.

President of First Bank replied that all subsidiaries have fully implemented Employee Stock Ownership Trust (ESOT) and are comparable to peers. The bank will continue to monitor and improve employee welfare status and managerial competence to create a friendly workplace environment.

  1. Shareholder (No.3332240) spoke of issues about merger news of four public-owned investment trusts, the Group’s objectives, and the implementation of employee relocation.

President of FHC responded that there’s no comments on merger-related news for the time being and committed to protecting the rights and interests of shareholders, customers, and employees.

  1. Shareholder (No.3330226) concerned about profit contribution of non-bank subsidiaries, employee welfare and incentive systems of bank subsidiary, and on-site securities services within bank branches, and securities subsidiary’s marketing and operational strategies.

President of FHC explained profit contribution of non-bank subsidiaries has significantly increased to 16% and gradually optimized overall profit structure of the Group.

President of First Bank spoke of revising the bank’s performance-based incentive program.

EVP of First Securities promised to focus on digitalization and system optimization in the future.

  1. Shareholder (No.3335558) suggested issues of ESOT adjustment, and several topics of employee welfare, including method of calculating overtime pay, official leave entitlements to include employee health check, and preferential deposit for employee retired at age above 55.

  2. 2 -


President of First Bank replied that First Bank's ESOT program is in-line with public owned banks, and other related topics about employee welfare will continue to be discussed in the future.

  1. Shareholder (No.4534672) spoke about issues of the bank's five core strategies and the profitability of non-bank subsidiaries.

President of First Bank replied that the relevant strategies have gradually yielded results.

President of FHC disclosed that non-bank's total profits accounted for 16% of the Group's results.

President of First Life Insurance replied that premium income from external channels have increased significantly.

  1. Shareholder (No.3336286) concerned issues about the Group's falling stock price, ranking of market capitalization and headcount attrition.

President of FHC explained the company's stock price was influenced by the rumors of acquisition and had already made the clarification.

President of First Bank explained that First Bank's headcount attrition rate was about 3% in recent years and is lower than that of other state-owned banks.

  1. Shareholder (No.5030951) questioned dividend policy.

President of FHC explained given First Bank was classified as one of the D-sibs Banks, cash dividend payout ratio turned lower over the years. After meeting D-sibs requirements at the end of last year, dividend policy will be adjusted to catch up with peer's payout level.

  1. Shareholder (No.3335558) spoke about issues of creating a friendly workplace environment, improving employee benefits, optimizing performance appraisal systems, and human resource allocation.

President of First Bank replied that First Bank has consistently made improvements in every aspect of employee welfare.

  1. Shareholder (No.3336286) spoke about issues related to AGM minutes, peers' FVOCI, childcare policy, and labor dispute cases.

President of FHC responded that Insurance-centric holding companies normally enjoyed higher FVOCI, which was different from First Financial Holding's business

  • 3 -

model. However, FFHC has also achieved decent profitability. Group continued to create friendly working environment.

President of First Bank responded that First Bank is the first public owned bank to offer childcare subsidies and will continue to improve.

Chairperson committed to referring to peers for the establishment of childcare facilities.

(ii) Audit Committee reported the auditing process of 2025 financial statements. (Detailed in Meeting Handbook, page 11)

  1. Shareholder (No. 4487286) questioned issues of the collective bargaining agreement for the First Securities union, employee rights protection related to the reported merger of state-owned investment trust companies, and improving the profitability of non-bank subsidiaries.

President of FHC replied that the Company will follow the procedures to take care of the collective bargaining agreement for the securities subsidiary; in any M&A case, the employee benefits and rights will be taken seriously; improvements of securities subsidiary's future growth will continue.

(iii) Report of the offering of the Company's 2025 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 meeting of the 8th term of Board of Directors 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 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-11400082742) on September 26, 2025, and conducted on October 3, 2025, in the amount of NT$ 5 billion. The fund utilization plan was completed by the end of fourth quarter of 2025.

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

  • 4 -

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

Issue Amount Tenor Coupon Rate Issue Date Maturity Date
114-1 NT$ 5 billion 5 years Fixed 1.85% per annum 10/3/2025 10/3/2030
  1. Shareholder (No.4487286) spoke about issues of adjustments to the employee bonus system of securities subsidiary.

EVP of First Securities replied that bonus distribution is primarily based on comprehensive factors and will continue to improve it.

(iv) Report of the distribution of employees' compensation and director's remuneration in 2025.

Explanation:

1) This proposal was to conform to Article 34-1 of the Articles of Incorporation of Company, and has been approved by the 22nd board meeting of the 8th term of the Board of Directors.

2) The 2025 distribution was listed below:

Net profit before tax which has not deducted employee's compensation and director's remuneration: NTD 27,478,320,362

Employee's compensation distributed – Cash (0.0619%): NTD 17,009,080

Director's remuneration distributed – Cash (0.90%): NTD 247,304,883

No shareholder raised comments.

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

Recognition Matters

(i) Business Report and Consolidated Financial Statements for the Year 2025. (Detailed in Meeting Handbook, page 20-42) Please vote on the same.

Explanation:

The Business Report and the Company's Consolidated Financial Statements of 2025 have been examined by the Audit Committee, as well as approved by the 3rd special board meeting of the 8th term of the Board of Directors (Detailed in Meeting Handbook,


page 11). Among which, 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, no shareholder raised comments.

The voting process was proceeded.

Resolution:

Presenting by shareholders (including E-voting and video attendance): 8,863,530,138 shares

Approved votes: 7,985,520,387 shares/90.09% (7,697,812,196 shares from E-voting)

Against votes: 5,249,451 shares/0.06% (5,249,451 shares from E-voting)

Abort votes: 872,760,300 shares/9.85% (861,028,995 shares from E-voting)

RESOLVED, that the Business Report and the Consolidated Financial Statements of 2025 be and hereby were approved as submitted.

(ii) Distribution of 2025 Profits. (Detailed in Meeting Handbook, page 44.) Please vote on the same.

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 2025 is NT$26,932,848,027. After taking other items which were not belonging to net income into account, the adjusted unappropriated earnings is NT$27,132,312,347. In accordance with the applicable laws to retain the amount of NT$2,713,231,235 as the legal reserve, plus the amount of beginning retained earnings of NT$26,179,038,116, the total distributable profit of this year is NT$50,598,119,228 and is proposed to be distributed as follows: (Please see details as Attachment)

A. NT$18,693,309,245 as cash dividends (NT$1.30 per share).
B. Year-end balance of unappropriated earnings is NT$31,904,809,983.

  • 6 -

  1. Other items mentioned previously include: (1) NT$264,212,204 of actuarial adjustment on defined benefit plans; (2) NT$196,240,057 of gains/losses on disposal of equity instruments measured at FVTOCI; (3) NT$260,987,941 of the influence from IAS 29.

  2. 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.

  3. Cash dividends shall be calculated and rounded down to dollar in proportion to stockholding. 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 23rd board meeting of the 8th term of Board of Directors and duly reviewed by Audit Committee.

Upon emcee’s announcement and explanation of recognition matter, no shareholder raised comments.

The voting process was proceeded.

Resolution:

Presenting by shareholders (including E-voting and video attendance): 8,863,530,138 shares

Approved votes: 7,992,025,589 shares/90.17% (7,703,917,398 shares from E-voting)

Against votes: 8,334,624 shares/0.09% (8,334,624 shares from E-voting)

Abort votes: 863,169,925 shares/9.74% (851,838,620 shares from E-voting)

RESOLVED, that the distribution of 2025 profits be and hereby were approved as proposed.

Discussion Matters


(i) To approve to the amendments to the Rules Governing the Acquisition and Disposal of Assets of the Company. Please vote on the same.

Explanation:

  1. To conform to the amended "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" per the letter issued by the Financial Supervisory Commission dated July 24th, 2025, so an amendment is made.
  2. For detailed comparison table and description of the amended articles of the Procedures Governing the Acquisition and Disposal of Assets of First Financial Holding Co., Ltd., please refer to Meeting Handbook, page 48-50.
  3. This proposal has been approved by the Audit Committee and the 23rd board meeting of the 8th term of Board of Directors.

Upon emcee’s announcement and explanation of discussion matter, no shareholder raised comments.

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

Resolution:

Presenting by shareholders (including E-voting and video attendance): 8,863,530,138 shares

Approved votes: 7,988,841,331 shares/90.13% (7,701,268,615 shares from E-voting)

Against votes: 5,865,651 shares/0.07% (5,865,612 shares from E-voting)

Abort votes: 868,823,156 shares/9.80% (856,956,415 shares from E-voting)

RESOLVED, that the amendments to the Rules Governing the Acquisition and Disposal of Assets of the Company be and hereby were approved as proposed.

No shareholder from supplementary video conferencing platform raised comments.

Extemporary motions:

Shareholder (No.4432939) praised the performance of Group and management team.

Upon a motion duly made and second, the meeting was adjourned at 11:07 a.m.


  • 9 -
    Ye-Chin Chiou
    Chairperson of the meeting
    Huan-Hsu Tseng, / Chao-Wei Cho
    Recorder