B.O.K — AGM Information 2021

Aug 5, 2021

Bank of Kaohsiung Co., Ltd. 2021 Annual Shareholders’ Meeting

Handbook

Time: June 25, 2021 (Friday) 9:30 am

Venue: No. 99, Po Ai 2nd Road, Kushan District, Kaohsiung City (Park Hyatt Hall, 2F, Kaohsiung Lin Palace)

Table of Contents

Agenda ....................................................................................................... 1 Issues for Report ........................................................................................ 2 Issues for Acknowledgement ................................................................... 28 Issues for Discussion ............................................................................... 43 Extemporary Motion ............................................................................... 57 Appendix I. . Director Shareholding Facts……………………………………….59 II. Descriptions of the Processing of Shareholders’ Proposals ............. 61 III. Articles of Incorporation .................................................................. 62 IV. Ethical Corporate Management Best Practice Principles ................ 77 V. Rules of Procedures Governing Shareholders’ Meetings ................. 86 VI. Regulations Governing the Election of Directors………………… 96 VII.The Impact of the Present Bonus Share Grant upon the Company’s Operating Performance and Earnings Per Share (EPS)……………100

VIII. Bank of Kaohsiung Co., Ltd.

Agenda for 2021 Annual Shareholders’ Meeting

Time:June 25, 2021 (Friday) 9:30 am

Venue: No. 99, Po Ai 2nd Road, Kushan District, Kaohsiung City (Park Hyatt Hall, 2F, Kaohsiung Lin Palace)

• I. Reporting the number of shares represented by the shareholders present and calling the meeting to order

• II. Opening speech by the chairperson

III. Issues for report

• (I) Report on the operating performance in 2020

• (II) 2020 audit report by the Audit Committee

• (III) Report on the remuneration for employees and remuneration for directors in 2020

• (IV)Report on the amendment of the Ethical Corporate Management Best Practice Principles

IV. Issues for acknowledgement

• (I) Acknowledgement of the business report and financial statements of 2020

• (II) Acknowledgement of the earnings distribution proposal of 2020

• V. Issues for Discussion

• (I) Proposal to increase capital through earnings and capital reserves to issue new shares

• (II) Proposal to amend the Rules of Procedures Governing Shareholders’ Meetings

• (III) Proposal to amend the Regulations Governing the Election of Directors

• VI. Extemporary motion

VII. Adjournment of the meeting

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Issue for Report No. I

Subject: Report on the operating performance in 2020

Descriptions:

The operating performance of the Bank of Kaohsiung (hereinafter referred to as the Bank) in 2020 is detailed in the Business Report, with the highlights as enumerated below:

• I. Operating performance in 2020:

• Including the domestic and foreign financial environments, changes in the Bank's organization, results of implementation of the business plans and operational strategies, spending of budgets, financial revenues and expenditures, profitability analysis, and status of research and development.

• II. Summary of the business plan of 2021:

• Including business orientations, important operating policies, and expected business objectives.

• III. Strategies for future development

• IV. Impacts of the external competitive environment, regulatory environment, and macroeconomic environment

• V. The most recent credit rating result

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Business Report

In 2020, the whole world was hit hardly by the widespread COVID-19 and downward adjustment of interest rates. In response, most countries adopted quarantines in an attempt to curb the further spread of the pandemic. This resulted in the standstill of economic activities and transport. In Taiwan, the banking industry also suffered from plummeting profits and only a few could survive with stagnancy or marginal growth. With the effort of all, the Bank had pre-tax profit amounting to NT$887 million, which was approximately the same as of the same period of the previous year (2019). This was indeed no easy task.

The Executive Yuan Directorate-General of Budget, Accounting and Statistics projected economic growth of 4.64% in 2021 on February 20, 2021. The projection was based on the assumption that global economic recovery is coming back. The International Monetary Fund (IMF) also projected world trade volume will improve from the decline of 9.6% in 2020 to 8.1% growth in 2021. The flow-back of Taiwan capital from the return of Taiwan business firms and the switching purchase orders started to pick up momentum, which will contribute to stabilization of the employment environment and stimulation of domestic demand, which are favorable for domestic investment and export growth.

Still, we must pay attention to a number of factors, including the effective control of the pandemic worldwide, the supply and development of vaccines, the timetable for the easing of the quarantine policies in most countries, the development of the trade and technology dispute between Mainland China and the USA, the direction of the fiscal and monetary policies of other countries and the result, the trend of oil price and material price, the volatility of the stock, foreign exchange, and bond markets all over the world, and others, which will condition actual economic growth.

Reviews of our operations in 2020 and our business plans for 2021 are described in following pages.

1.1 Operating Performance in 2020

1.1.1 Domestic and Foreign Financial Environment

Most countries initiated relevant control policies in response to

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the impact of the pandemic, which hampered global economic recovery. Inflation is moderate in the wake of the rebound of international material price. The expansionist fiscal policy and quantitative easing stance of major economies remained unchanged. Taiwan can properly control the spread of the pandemic. It was echoed with the resumed demand for electronic parts and components and communication products which together drove significant export growth. As a result, the labor market improved, the unemployment rate dropped, and the retail and food and beverages industries continue to enjoy revenue growth.

1.1.2 Transformation of the Bank’s Organization

• I.The 18th session of the 13th Board of Directors on 2019.05.09 promulguated the motion to appoint the Director of the Secretariat of the Board who will assume the executive position of “Chief Corporate Governance Officer” of the Bank.

• II.“Chien Chen Branch” was relocated to No. 82, Wenhua 2nd Rd., Guishan Dist., Taoyuan City, on 2020.08.17, and was renamed “LinKou Branch”.

• III.“Nan Tze Branch” was relocated to No. 55, Chenggong Rd., Qiaotou Dist., Kaohsiung City, on 2020.11.23, and was renamed “Qiaotou Science Park Branch”.

1.1.3 Results of Business Plans and Operating Strategies for FY 2020

Unit ： NT$/US$ 100 Million

FY Items	2020 Actual number	2019 Actual number	Increase (or decrease) amount	Increase (or decrease) ratio
Average Deposits Balance(NTD)	2,256.18	2,208.45	47.73	2.16
Average Loans Balance(NTD)	1,749.62	1,766.90	(17.28)	(0.98)
Foreign Exchange Business(USD)	76.91	77.03	(0.12)	(0.16)
Commission & service fees(NTD)	4.92	5.40	(0.48)	(8.89)
Income before tax(NTD)	8.87	8.87	0	0

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1.1.4 Execution of Business Target:

Unit ： NT$/US$ 100 Million

FY Items	2020 Actual number	2020 Business target	Achievement ratio
Average Deposits Balance(NTD)	2,256.18	2,286	98.70
Average Loans Balance(NTD)	1,749.62	1,840	95.09
Foreign Exchange Business (US$)	76.91	86	89.43
Commission & service fees(NTD)	4.92	6.43	76.52

1.1.5 Analyses of Financial Revenue, Expenditure and Profitability

Unit : NT$ 100Million

Items	Items	2020	2019	Increase (or decrease) amount	Increase (or decrease) ratio
Net interest revenue		26.05	27.64	(1.59)	(5.75)
Net non-interest revenue		11.20	9.55	1.65	17.28
Net revenue		37.25	37.19	0.06	0.16
Credit loss expenses		(3.51)	(4.14)	(0.63)	(15.22)
Operating expenses		(24.87)	(24.19)	0.68	2.81
Income before tax		8.87	8.87	0	0
Net income		7.63	7.74	(0.11)	(1.42)
EPS after income tax		0.68	0.69	(0.01)	(1.45)
ROA (%)	Before income tax	0.32	0.33	－	(0.01)
	After income tax	0.28	0.29	－	(0.01)
ROE	Before income tax	5.60	5.94	－	(0.34)
(%)	After income tax	4.82	5.18	－	(0.36)

1.1.6 Status of R & D

We continue to study worldwide economic and financial conditions, and analyze the dynamic data of majorindustries in Taiwan. Analytical reports on economy, finance, and major industries are presented on a regularbasis. For significant economic and financial topics that are related to banking operations and industries to which we have credit exposure, research papers are drafted as the reference for business development.

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1.2 Business Plan in 2021

1.2.1 Business Objectives and Important Operating Policies

• I. Enhancement of operation performance

• (i)Financial operation – strengthen capital investment for higher performance in financial operation.

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• (ii)Lending Further development of loans in foreign currencies, with focus on small and medium enterprises, and expansion in the niche market.

• (iii)Deposits – Upgrade the ratio of demand deposit, reduce the cost of capital.

• (iv)Commission income – increase the proportion of commission income to improve the revenue structure.

• (v)Channeling – Adjustment of channeling for better synergy.

• (vi)Asset utilization – disposal of idle assets for improving the utility.

• II. Upgrade of asset quality

• (i)Risk tolerance – maintain stable ratios for higher risk appetite.

• (ii)Management of liquidity reserve – Control all the ratios for a viable level of reserve.

• (iii)Enrichment of equity capital – Seek opportunities for increasing capital and upgrade capital adequacy rate.

• III. Fortification of information security

• (i)Upgrade information security.

• (ii)Reinforce information infrastructures.

• (iii)Develop application system in line with business development.

• IV. Development of digital banking

• (i)Optimize virtual channels and bolster digital banking territory

• (ii)Offer digital deposit accounts, install online credit lending and digital registration system.

• (iii)Advocate digital transformation, community marketing, install smart customer service, and smart wealth management and office environment.

• (iv)Continue cross-sector joint ventures to develop innovative cash flow, account service, and API enquiry.

• (v)Optimize automated service functions.

1.2.2 Expected Business Objective

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I. Average Deposits Balances： NT$ 229.60 billion.

II.Average Loans Balances： NT$ 182.00 billion.

III. Foreign Exchange Sales： USD $ 8.30 billion.

IV.Commission and Service Fees： NT$ 0.607 billion.

1.3 Development Strategy in Future

“Creation of operating performance to build a good quality BOK” remains the vision of the Bank in operation with the commitment to achieve 4 major strategic objectives in business operation, including:

Improve operation performance; II. Upgraded product quality. III. Fortify information security. IV. Develop digital banking.

The Bank hopes that the effort of this year will help to lay down a solid foundation in the future for building up a good quality BOK to a higher standard.

1.4 The Impact of the External Competitive Environment, Regulatory Environment, and Macroeconomic Environment .

1.4.1 External competitive environment

The “Cell Phone Generation” has ignited the innovation of online banking, which triggered the rapid change in consumer behavior that detracted customer loyalty. This is indeed most harmful to conventional banking. The risk inherent to the emerging technologies posed severe challenges to the regulatory environment and law compliance and risk management of the banking industry. The proper use of technology and transformation in line with digital change could help to exercise effective control of operation risks of banks.

The escalation of threat of environmental risk, conservation and sustainable development emerged as the focus of the world. Banks that provide assistance to corporate finance in cash flow should also pay utmost attention to the opportunity and threat inherent to ESG, and could head for sustainable development through green banking. In addition, the macroeconomic environment provides incentives for Taiwan business firms to return to Taiwan. The policies pursued by the government have already attracted wave after wave of capital backflow. Related tax planning recommendation also helps the enterprises to pursue their strategic deployment.

1.4.2 Regulatory environment

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In the wake of international financial deregulation and the thriving internet technology, money laundering also manifested in different innovative modes. According to the Anti-Money Laundering Act, the Regulations Governing Anti-Money Laundering of the Financial Institutions, and the important notice announced by relevant business associations on AML/CFT in Taiwan, the Bank amended with addition to related internal procedures for regulating AML/CFT to meet legal requirements.

1.4.3 Macroeconomic environment

The successful development of vaccines with massive vaccination offered to the public shows a glimpse of light in 2021 with the hope that “Darkness will be gone with dawn coming.” Banks should pay utmost attention to the latest development of the pandemic, FinTech, the application of scenarios, ecological circle, information security and supervision, and open banking. In addition, banks must also readjust the line of thought to coordinate three major elements of “innovative application, smart computing, and interconnection of everything” for the best result.

1.5 The Bank’s Most Recent Credit Rating Result and Date of Rating

Date	Rating Agency	Long-Term IDR	Short-Term IDR	National Long-Term	National Short-Term	Outlook
Oct. 12 2020	Fitch Australia Pty Ltd.	BBB+	F1	AA-(twn)	F1+(twn)	stable

Bank of Kaohsiung Co., Ltd.

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Chairman: Ray-Beam Dawn President: Tsui-Mei Hsu

Chief Accountant: Jin-You Xue

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Issue for Report No. II

Subject: 2020 audit report by the Audit Committee Descriptions:

• I. The Bank's financial statements of 2020 have been duly certified and audited by Certified Public Accountants Jen-Yao Hsieh and Ping-Chang Su of Crowe Horwath International, who have, in turn, issued an audit report with unqualified (unreserved) opinions.

• II. The Bank's business report, financial statements, and earnings distribution proposal of 2020 have been duly audited by the Audit Committee, which has, in turn, issued an audit report. Please refer to Page 15 of the Meeting Agenda Handbook for details.

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Bank of Kaohsiung Co., Ltd. Audit Committee’s Audit Report

To 2021 Regular Shareholders' Meeting of the Bank:

The Board of Directors has prepared the business report, financial statements, and earnings distribution proposal of 2020. Among these, Crowe Horwath (TW) CPAs has audited the financial statements and issued an audit report. We, the Audit Committee, have reviewed the said documents prepared and submitted by the Board of Directors. We believe that these documents conform to applicable regulations. This report is duly prepared pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Your approval would be greatly appreciated.

Audit Committee

Independent Director: Yao-Yung Chang

Independent Director: Yi-Shun Chang

Independent Director: Li-Jin Lien

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March 19, 2021

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Issue for Report No. III

Subject: Report on the remuneration for employees and remuneration for directors in 2020

Descriptions:

• I. This matter is handled in accordance with Paragraph 3 of Article 235-1 of the Company Act.

• II. The present issue was duly discussed and resolved in the 3rd meeting of the 14th Board of Directors of the Bank (convened on March 19, 2021).

• III. As expressly provided for in Article 34-1 of the Articles of Incorporation: 5% of the profit earned by the Bank in the year shall be appropriated as remuneration for employees, and no more than 1.25% shall be set aside as remuneration for directors. Regarding the remuneration for directors in 2020, the 14th Remuneration Committee of the Bank proposed in the 2nd meeting held on March 4, 2021 that 1.25% of the earnings shall be allotted. The two remunerations shall be distributed in the following manners:

distributed in the following manners:
	ExpressedinNewTaiwan Dollars
Item	Amount	Remark
Netprofit before tax in 2020(A)	886,660,787
Remuneration for employees and remuneration for directors on book(B)	59,190,000
Profit before tax(C)	945,850,787	(C)=(A)+(B)
Distribution of remuneration for employees (D)	47,292,539	(D)=(C)*5%
Distribution of remuneration for directors (E)	11,823,134	(E)=(C)*1.25%

• Note: The remuneration for employees is NT$57,461 less than the estimate, and the remuneration for directors is NT$16,866 less than the estimate, due to the differential gap in previous estimation. The amounts of such differential gaps shall be accounted as adjustments in the profit and/or loss of 2021.

• IV. The remuneration for employees and remuneration for directors shall be distributed in the following manners:

• (I) The remuneration for employees amounts to NT$47,292,539, which shall be distributed in cash.

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• (II) The remuneration for directors amounts to NT$11,823,134, which shall be distributed in cash.

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Issue for Report No. IV

Subject: Report on the amendment of the Ethical Corporate Management Best Practice Principles

Descriptions:

• I. This motion has been discussed and passed by the 3rd session of the 14[th] Board of Directors of the Bank (2021.03.19).

• II. We elected to amend our “ Ethical Corporate Management Best Practice Principles ” in accordance with the “ Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies ” as amended and announced by Taiwan Stock Exchange Corporation and the sample version of the “XX Corporation Ethical Corporate Management Best Practice Principles and Guide.”

• III. The gravity of amendment for this instance:

• (I) “ Appointees” were included within the scope of regulation. (Article 2, 4, 9~13, 15~18 and 25)

• (II) Establishment of the mechanisms for the assessment of the risk of unethical practices and prevention plans aiming at business activities of higher risk. (Article 2)

• (III)Joint action in the assessment of risk and preventive measures. (Article 4)

• (IV) The policies of ethical corporate management shall be subject to the approval of the Board. (Article 6)

• (V) Compliance with ethical corporate management and the disclosure, execution and documentation of related policies. (Article 7)

• (VI) Recusal of the conflict of interest on motions pertinent to related-parties in the meetings of the Board. (Article 19)

• (VII)Map out the audit plan on the basis of the risk assessment results and report the results to the Board. (Article 20)

• (VIII) Actions following the investigation of complaints and anonymous reporting procedure. (Article 22)

• (IX) Fully consider the opinions of the Independent Directors and specify the detail as minutes of meeting on record. (Article 26)

• IV. The Table of mapping of the provisions of the “Ethical Corporate

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Management Best Practice Principles” of the Bank after amendment (refer to pp. 15-28 of the Meeting Handbook) and amended provisions. (refer to pp. 77-85 of the Meeting Handbook)

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Bank of Kaohsiung Co., Ltd. Comparison Table of Partial Provisions of the Ethical Corporate Management Best Practice Principles Before and After Amendment

Adopted in the 15th meeting of the 13th Board of Directors convened on December 20, 2018 Adopted in the 3rd meeting of the 14th Board of Directors convened on March 19, 2021

Bank of Kaohsiung Co., Ltd. Comparison Table of Partial Provisions of the Ethical Corporate Management Best Practice Principles Before and After Amendment Adopted in the 15th meeting of the 13th Board of Directors convened on December 20, 2018 Adopted in the 3rd meeting of the 14th Board of Directors convened on March 19, 2021	Bank of Kaohsiung Co., Ltd. Comparison Table of Partial Provisions of the Ethical Corporate Management Best Practice Principles Before and After Amendment Adopted in the 15th meeting of the 13th Board of Directors convened on December 20, 2018 Adopted in the 3rd meeting of the 14th Board of Directors convened on March 19, 2021	Bank of Kaohsiung Co., Ltd. Comparison Table of Partial Provisions of the Ethical Corporate Management Best Practice Principles Before and After Amendment Adopted in the 15th meeting of the 13th Board of Directors convened on December 20, 2018 Adopted in the 3rd meeting of the 14th Board of Directors convened on March 19, 2021
Amended Provisions	ExistingProvisions	Remark
Article 2 (Prohibition against unethical conduct) When engaging in commercial activities, any directors, managers, employeesand appointeesof the Company shall not directly or indirectly offer, promise to offer, request, or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits. The following acts of unethical conduct shall be handled in accordance with applicable provisions of these Principles: 1. Offering and accepting bribes; 2. Making unlawful political donations; 3. Improper charitable donations or sponsorships; 4. Offering or accepting unreasonable presents or hospitality, or other improper benefits; 5. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights;	Article 2 (Prohibition against unethical conduct) When engaging in commercial activities, any directors, managers, and employees of the Company shall not directly or indirectly offer, promise to offer, request, or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits. The following acts of unethical conduct shall be handled in accordance with applicable provisions of these Principles: 1. Offering and accepting bribes; 2. Making unlawful political donations; 3. Improper charitable donations or sponsorships; 4. Offering or accepting unreasonable presents or hospitality, or other improper benefits; 5. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights;	Per the requirement of the “Ethical Corporate Governance Best Practice Principles”, the Board included the appointed members of the Remuneration Committee and other appointed related-parties into the scope of regulation by adding paragraph 1 to this article.

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Amended Provisions	ExistingProvisions	Remark
6. Engaging in unfair competitive practices; 7. Causing any direct or indirect damage to the rights or interests of customers in the course of providing or selling products and services. Parties referred to in the preceding two paragraphs include civil servants, political candidates, political parties or members of political parties, state-run or privately-owned businesses or institutions, and their directors, supervisors, managers, employees, substantial controllers, or other stakeholders. The Company shall establish the mechanisms for the assessment of the risk of unethical practices pursuant to the unethical practices as stated in paragraph 2 and conduct routine analysis and assessment of the business activities vulnerable to the risk of unethical practices within the scope	6. Engaging in unfair competitive practices; 7. Causing any direct or indirect damage to the rights or interests of customers in the course of providing or selling products and services. Parties referred to in the preceding two paragraphs include civil servants, political candidates, political parties or members of political parties, state-run or privately-owned businesses or institutions, and their directors, supervisors, managers, employees, substantial controllers, or other stakeholders.	Addition of paragraph 4 to this article with reference to Article 7 of the “Ethical Corporate Governance Best Practice Principles” announced by the Taiwan Stock Exchange Corporation.
of business operation basing on which the Company will map out preventive action plan.
Article 4 (Organization and responsibilities) The directors, managers, employeesand appointeesof the Company shall exercise the due care of good administrators to urge the Company to prevent unethical conduct, always review the results of the preventive measures, and	Article 4 (Organization and responsibilities) The directors, managers,and employees of the Company shall exercise the due care of good administrators to urge the Company to prevent unethical conduct, always review the results of the preventive measures, and continually make	Amendment of paragraph 1 and paragraph 2 to this article pursuant to Article 17 of the “Ethical Corporate Governance Best Practice

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Amended Provisions	ExistingProvisions	Remark
continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. For vitalizing ethical corporate management, related functional units of the Company shall work in	adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the Company designates the Secretariat Division of	Principles” and Article 5 of the sample version of the “XX Corporation Ethical Corporate Management Best Practice Principles and Guide” and in consideration of the feasibility of actual operations and in supporting the “appointees” as stated in paragraph 1 under Article 2.
cooperation with one another to pursue the tasks as stated in paragraph 4 under Article 2. The Secretariat of the Board shall be the designated body responsible for	the Board of Directors as the dedicated unit responsible for amending these Principles and reporting the compliance status to the
	Board of Directors on an annual basis.
reporting to the Board on the pursuit of ethical corporate management annually.
Article 6 (Policies) The Company shall abide by the operational philosophies of honesty, transparency and responsibility,adopt policies based on the principle of good faith and obtain approval from the board of directorsand establish good corporate governance and risk control and management mechanisms so as to create an operational environment for sustainable development.	Article 6 (Policies) The Company shall abide by the operational philosophies of honesty, transparency, and responsibility, base policies on the principle of good faith, and establish good corporate governance and risk control and management mechanisms so as to create an operational environment for sustainable development.	Amendment of this provision with reference to Article 5 of the “Ethical Corporate Governance Best Practice Principles” announced by the Taiwan Stock Exchange Corporation.
Article 7 (Commitment and implementation) The Company shall demand the Directors and officers with the rank	Article 7 (Commitment and implementation)	Addition of paragraph 1 and paragraph 3 to this article, and rearranged
of vice president and higher of the management to declare for

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Amended Provisions	ExistingProvisions	Remark
compliance with the ethical corporate management policy and also demand that all employees duly observe the ethical corporate management policy as the condition for employment. The Company shall disclose its ethical corporate management policy in its internal code and externally through the official website and annual report of the Company. The Board and officers with the rank of vice president and higher of the management shall also pro-actively fulfill their commitment to the ethical corporate management policy and properly pursue the policy in internal management and business activities. The Company shall document the ethical corporate management policy, declaration, commitment and pursuit as stated in the preceding 2 paragraphs and keep the documents properly.	The Company shall disclose in the internal regulations and to the public	this provision as paragraph 2 with proper revision of the wording pursuant to Article 8 of the “Ethical Corporate Governance Best Practice Principles” and Article 11 of the “XX Corporation Ethical Corporate Management Best Practice Principles and Guide.”
	its ethical corporate management policies and the commitment of the Board of Directors and the management to rigorously and thoroughly implement such policies, and shall carry out the policies in internal management and in commercial activities.
Article 9 (Prohibition against offering and accepting bribes) When conducting business, the Company and its directors, managers, employeesand appointeesmay not directly or indirectly offer, promise to offer, request, or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants,or other	Article 9 (Prohibition against offering and accepting bribes) When conducting business, the Company and its directors, managers,andemployees may not directly or indirectly offer, promise to offer, request, or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants,or other stakeholders.	Amendment of paragraph 1 to this article in conjunction with the addition of “appointees” to paragraph 1 under Article 2.

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Amended Provisions	ExistingProvisions	Remark
stakeholders. The Company shall immediately handle any of the aforesaid situations upon receipt of whistle-blowing reports and review relevant matters to reduce the risk of recurrence. The Company shall also report any illegal activities to the judicial authority immediately upon discovery.	The Company shall immediately handle any of the aforesaid situations upon receipt of whistle-blowing reports and review relevant matters to reduce the risk of recurrence. The Company shall also report any illegal activities to the judicial authority immediately upon discovery.
Article 10 (Prohibition against unlawful political donations) When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company and its directors, managers, employeesand appointeesshall comply with the Political Donations Act and its relevant internal operating procedures, and shall not make such donations in exchange for commercial gains or business advantages.	Article 10 (Prohibition against unlawful political donations) When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company and its directors, managers,and employees shall comply with the Political Donations Act and its relevant internal operating procedures, and shall not make such donations in exchange for commercial gains or business advantages.	Amendment of this provision in conjunction with the addition of “appointees” to paragraph 1 under Article 2.
Article 11 (Prohibition against improper charitable donations or sponsorships) When making or offering donations and sponsorship, the Company and its directors, managers, employees and appointeesshall comply with relevant laws and regulations and the Company’s internal operating procedures, and shall not surreptitiously engage in bribery.	Article 11 (Prohibition against improper charitable donations or sponsorships) When making or offering donations and sponsorship, the Company and its directors, managers,and employees shall comply with relevant laws and regulations and the Company’s internal operating procedures, and shall not surreptitiously engage in bribery.	Amendment of paragraph 1 to this article in conjunction with the addition of “appointees” to paragraph 1 under Article2.

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Amended Provisions	ExistingProvisions	Remark
The benefits gained from sponsorships shall be definite and reasonable. The Company shall not offer or accept sponsorships to and from trading counterparties or stakeholders.	The benefits gained from sponsorships shall be definite and reasonable. The Company shall not offer or accept sponsorships to and from trading counterparties or stakeholders.
Article 12 (Prohibition against offering or accepting improper benefits) The Company and its directors, managers, employeesand appointeesshall comply with these Principles before directly or indirectly offering, accepting, promising to offer, or requesting the improper benefits specified in Article 3, except for the following circumstances: 1. Acts committed due to business needs and according to local etiquette, practices, or customs; 2. Social activities that take place occasionally in accordance with accepted social customs and do not adversely affect specific rights and obligations; 3. Activities held due to business needs, with the fee payment method, number of participants, class of accommodation, and duration in regard to the aforesaid activities having been specified; 4. Participation in folk festivals that are held publicly and welcome the participation of the general public; 5. Rewards,relief,condolence	Article 12 (Prohibition against offering or accepting improper benefits) The Company and its directors, managers,andemployees shall comply with these Principles before directly or indirectly offering, accepting, promising to offer, or requesting the improper benefits specified in Article 3, except for the following circumstances: 1. Acts committed due to business needs and according to local etiquette, practices, or customs; 2. Social activities that take place occasionally in accordance with accepted social customs and do not adversely affect specific rights and obligations; 3. Activities held due to business needs, with the fee payment method, number of participants, class of accommodation, and duration in regard to the aforesaid activities having been specified; 4. Participation in folk festivals that are held publicly and welcome the participation of the general public; 5. Rewards,relief,condolence	Amendment of this provision in conjunction with the addition of “appointees” to paragraph 1 under Article 2.

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Amended Provisions	ExistingProvisions	Remark
payments, or honorariums provided by the management; 6. Other circumstances that conform to the rules of the Company or the law of the place of business.	payments, or honorariums provided by the management; 6. Other circumstances that conform to the rules of the Company or the law of the place of business.
Article 13 (Prohibition against infringement of intellectual property rights) The Company and its directors, managers, employeesand appointeesshall observe applicable laws and regulations, the Company's internal operating procedures, and contractual provisions concerning intellectual property.	Article 13 (Prohibition against infringement of intellectual property rights) The Company and its directors, managers,andemployees shall observe applicable laws and regulations, the Company's internal operating procedures, and contractual provisions concerning intellectual property.	Amendment of this provision in conjunction with the addition of “appointees” to paragraph 1 under Article 2.
Article 15 (Prohibition against disclosing trade secrets that become known in the course of duties) The directors, managers, employeesand appointeesof the Company shall comply with regulations governing confidentiality practices, and shall not disclose to others the Company’s trade secrets that become known to them and inquire about or collect the Company’s trade secrets that are irrelevant to their duties.	Article 15 (Prohibition against disclosing trade secrets that become known in the course of duties) The directors, managers,and employees of the Company shall comply with regulations governing confidentiality practices, and shall not disclose to others the Company’s trade secrets that become known to them and inquire about or collect the Company’s trade secrets that are irrelevant to their duties.	Amendment of this provision in conjunction with the addition of “appointees” to paragraph 1 under Article 2.
Article 16 (Prohibition against insider trading) The directors, managers, employeesand appointeesof the Company shall comply with the	Article 16 (Prohibition against insider trading) The directors, managers,and employees of the Company shall comply with the Securities and	Amendment of this provision in conjunction

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Amended Provisions	ExistingProvisions	Remark
Securities and Exchange Act and applicable internal regulations. They shall not engage in insider trading with the unpublished information known to them, and shall not disclose such information to others, so as to prevent others from engaging in insider trading with the unpublished information.	Exchange Act and applicable internal regulations. They shall not engage in insider trading with the unpublished information known to them, and shall not disclose such information to others, so as to prevent others from engaging in insider trading with the unpublished information.	with the addition of “appointees” to paragraph 1 under Article 2.
Article 17 (Prevention of products or services from damaging the rights and interests of customers) In the course of research and development, provision, or sale of products and services, the Company and its directors, managers, employeesand appointeesshall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, the products and services. They shall also adopt and publish a policy on the protection of the rights and interests of customers, and carry out the policy in operations, with a view to preventing the products and services from directly or indirectly damaging the rights and interests of customers. Where there are sufficient facts to determine that the Company's products or services are likely to jeopardize the rights and interests of customers, the Company shall, in principle, suspend its services or the sale of	Article 17 (Prevention of products or services from damaging the rights and interests of customers) In the course of research and development, provision, or sale of products and services, the Company and its directors, managers,and employees shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, the products and services. They shall also adopt and publish a policy on the protection of the rights and interests of customers, and carry out the policy in operations, with a view to preventing the products and services from directly or indirectly damaging the rights and interests of customers. Where there are sufficient facts to determine that the Company's products or services are likely to jeopardize the rights and interests of customers, the Company shall, in principle, suspend its services or the sale of its products immediately.	Amendment of this provision in conjunction with the addition of “appointees” to paragraph 1 under Article 2.

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Amended Provisions	ExistingProvisions	Remark
itsproducts immediately.
Article 18 (Regulatory compliance when conducting business) The Company’s directors, managers, employeesand appointeesshall comply with these Principles and applicable laws and regulations when conducting business.	Article 18 (Regulatory compliance when conducting business) The Company’s directors, managers, andemployees shall comply with these Principles and applicable laws and regulations when conducting business.	Amendment of this provision in conjunction with the addition of “appointees” to paragraph 1 under Article 2.
Article 19 (Recusal) The Company’s directors and managers shall have high self-discipline to prevent the possible risks of unethical conduct resulting from conflicts of interest. When a proposal at a given Board of Directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors of the Company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the Company, the concerned person shall not participate in the discussion or voting on the proposal, and shall recuse himself or herself from the discussion or voting. Moreover, the concerned person shall not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in	Article 19 (Recusal) The Company’s directors and managers shall have high self-discipline to prevent the possible risks of unethical conduct resulting from conflicts of interest. When a proposal at a given Board of Directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors of the Company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the Company, the concerned person shall not participate in the discussion or voting on the proposal, and shall recuse himself or herself from the discussion or voting. Moreover, the concerned person shall not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings.

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Amended Provisions	ExistingProvisions	Remark
improper dealings. Conflict of interest with the spouse,	The Company's directors, managers, and employees shall not take advantage of their positions or influence in the Company to obtain improper benefits for themselves, their spouses, parents, children, or any other person.	Addition of paragraph 2 and paragraph 3 to this article pursuant to Article 11 of the “XX Corporation Ethical Corporate Management Best Practice Principles and Guide” of Taiwan Stock Exchange Corporation and the addition of “Appointees” in line with paragraph 1 under Article 2.
kindred within the 2nd tier to the Directors under the Civil Code or affiliates with control relation to the Directors in matters proposed in the meetings of the Board as mentioned in the preceding paragraph shall be construed as conflict of interest with the Directors concerned. Directors, managers, employees and appointees shall not seek unjustified benefits for themselves,
spouses, parents, children or their related-parties by taking advantage
of the function they perform or their capacity of influence.
Article 20 (Accounting and internal control) Related functional units of the Company shall establish effective accounting system and internal control system for tracking business activities exposed to higher risk of unethical practice within the scope of business operation and review the details at regular intervals for assuring the continued effectiveness of the design and pursuit of the system. The internal audit unit of the Company shall, based on the results of assessment on the risk of unethical conduct, design relevant audit plans, and examine	Article 20 (Accounting and internal control) The Company shall conduct reviews on its accounting system and internal	Amendment of paragraph 1 and paragraph 2 and addition of paragraph 3 to this article with reference to Article 20 of the “Ethical Corporate Governance Best Practice Principles” announced by the Taiwan Stock Exchange Corporation.
	control system in a timely manner, so
	as to ensure that the design and enforcement of the systems are showing results. The internal audit unit of the Company shall carry out the audit work independently and honestly, and shall report its audit work to the Board of Directors on an annual

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Amended Provisions	ExistingProvisions	Remark
accordingly the compliance with the Prevention Programs. The internal audit unit may engage a certified public accountant to carry	basis.
out the audit and may engage professionals to assist if necessary. The results of examination in the preceding paragraph shall be reported to above executive vice president management and the ethical management dedicated unit and put down in writing in the form of an audit report to be submitted to the board of directors.
Article 21 (Training and appraisal) The Company shall organize ethics-related training or awareness programs for directors, managers, employeesand appointees. The Company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.	Article 21 (Training and appraisal) The Company shall organize ethics-related training or awareness programs for directors, managers, andemployees. The Company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.	Amendment of paragraph 1 to this article in conjunction with the addition of “appointees” to paragraph 1 under Article 2.
Article 22 (Whistle-blowing system) The Company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: 1. An independent mailbox or	Article 22 (Whistle-blowing system) The Company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: 1. An independent mailbox or

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	Amended Provisions		ExistingProvisions	Remark
2. 3. 4. 5. 6.	hotline, either internally established and publicly announced or provided by an independent external institution, to allow insiders and outsiders to submit reports; Dedicated personnel or unit appointed to handle the whistle-blowing system; any misconduct involving a director orabove executive vice president managementshall be reported to the independent directors; the categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted; Map out the policies and procedures following the investigation on complaints depending on the severity of the	2. 3. 4. 5.	hotline, either internally established and publicly announced or provided by an independent external institution, to allow insiders and outsiders to submit reports; Dedicated personnel or unit appointed to handle the whistle-blowing system; any misconduct involving a director or senior managershall be reported to the independent directors; the categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted; Recording of case acceptance, investigation processes, investigation results, and relevant documents, as well as retention of such records; Confidentiality of the identity of whistle-blowers and the content of reported cases; Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing.	Amendment ofthis provision pursuant to Article 23 of the “Ethical Corporate Governance Best Practice Principles” and refer to industry regulations.
	offense, and report to the competent authority or refer to the judiciary where necessary; Recording of case acceptance, investigation processes, investigation results, and relevant documents, as well as retention of such records; Confidentiality of the identity of whistle-blowers and the content of reported cases; Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their

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Amended Provisions	ExistingProvisions	Remark
whistle-blowing; 7. Informant Reward Policy. In general, anonymous report of complaints will not be accepted. However, if the content of the compliant or the factual account provided is substantive where an investigation is necessary, the case will be accepted for further action. When any material misconduct or likelihood of material impairment to the Company comes to their awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors in written form.	When any material misconduct or likelihood of material impairment to the Company comes to their awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors in written form.
Article 25 (Review and amendment of these Principles) The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage its directors, managers, employeesand appointeesto make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of its ethical management.	Article 25 (Review and amendment of these Principles) The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage its directors, managers,andemployees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of its ethical management.	Amendment of this provision in conjunction with the addition of “appointees” to paragraph 1 under Article 2.
Article 26 (Implementation) These Principles shall be implemented after reviewed by the Audit Committee and approved by	Article 26 (Implementation) These Principles shall be implemented after reviewed by the Audit Committee and approved by	Addition of paragraph 2 to this article

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Amended Provisions	ExistingProvisions	Remark
the Board of Directors, and shall be reported at a shareholders' meeting. The same procedure shall be followed when these Principles are amended. In reporting the aforementioned ethical corporate management best practice principles to the Board for	the Board of Directors, and shall be reported at a shareholders' meeting. The same procedure shall be followed when these Principles are amended.	with reference to Article 27 of the “Ethical Corporate Governance Best Practice Principles” announced by the Taiwan Stock Exchange Corporation.
discussion, the Company shall consider the opinions of the Independent Directors in its entirety and track the adverse or qualified opinions as minutes of meeting on record. If a specific Independent Director cannot attend
the meeting in person but expressed adverse or qualified opinions, such Independent Directors shall present the opinion in writing beforehand and noted as part of the minute of Board meeting on record unless otherwise
justifiable.

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Issue for Acknowledgement No. I

Proposed by the Board of Directors Subject: The business report and financial statements of 2020 Descriptions:

• I. The present issue is duly handled in accordance with Article 230 of the Company Act.

• II. Please find enclosed herewith the financial statements of the Bank for 2020 as duly audited and certified by Crowe Horwath International, including the certified public accountants' audit report, balance sheets, consolidated profit & loss statement, statement of changes in equity, and cash flow statement. For the contents therein, please refer to pp. 30-39 of the Meeting Agenda Handbook.

• III. All aforementioned financial reports were duly resolved in the 2nd meeting of the 14th Audit Committee and the 3rd meeting of the 14th Board of Directors.

• IV. The Bank's business report of 2020 was duly reviewed and resolved in the 2nd meeting of the 14th Audit Committee, and was duly resolved in the 3rd meeting of the 14th Board of Directors. For the contents therein, please refer to pp.3-8 of the Meeting Agenda Handbook.

Resolutions:

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27F.-1, No.6, Siwei 3rd Rd., Lingya Dist., Kaohsiung City, Taiwan, R.O.C. TEL ： 886 7 3312133 FAX ： 886 7 3331710

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Bank of Kaohsiung Co., Ltd.

Opinion

We have audited the accompanying balance sheets of Bank of Kaohsiung Co., Ltd. (the Company), as of December 31, 2020 and 2019 and the related statements of comprehensive income, changes in equity and cash flows for the years then ended and related notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements of Financial Institutions by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our ethical responsibilities in accordance with

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the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on those matters. The Company’s key audit matters for the year ended December 31, 2020 are addressed as follows:

1. Impairment losses on loans and receivables

The balance of loans and receivables from the balance sheet of the Company as of December 31, 2020 was $177,995,589 thousand (after deducting the allowance for bad debts of $2,082,954 thousand). Please refer to Notes 5, 6.7 and 6.8 to the financial report. Due to the unstable domestic and foreign economic situation, the collection risk of retrieve of loans and receivables has increased. Since the provision of impairment losses involves significant judgments of management, we decided to take it as a key audit matter.

The main audit procedures we had implemented for the above-mentioned aspects include: understanding and appraisal of the assumptions and assessments of the Company's loans and receivables impairment losses (including default loss rate, default probability, forward-looking factor, future cash flow and the collateral value) and relevant policies; selecting samples for credit cases that have been assessed for impairment, assessment of future cash flow projections and the reasonableness of the collateral value; for collective assessment of impairment cases, understanding and testing whether impairment model’s assumption and important parameters (default loss rate, default probability and forward-looking factor) reflect the actual situation of each loan combination; testing the classification of credit assets to assess whether the allowance for bad debts meets the requirements of the competent authority's laws and regulations.

1. Fair value measurement of financial instruments

Financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income as of December 31, 2020 were $1,499,992 thousand and $25,127,324 thousand, respectively. The fair value of partial financial instruments is evaluated by the evaluation model because there is

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no trading price in the market, and some of the required input values are not publicly available in the market. Since the use of different evaluation techniques and input value assumptions involve significant judgments of the management, we decided to take it as a key audit matter.

The main audit procedures we had implemented for the above-mentioned aspects include: understanding the Company's control over the identification, measurement and management of the evaluation risks; sampling test to assess the appropriateness and accuracy of public quoted prices for financial instruments with active market prices; and sampling test the internal review documents to assess the appropriateness of the evaluation method for financial instruments with no active market prices and using evaluation model. In addition, we also evaluates whether the expression and disclosure of the financial instrument is in accordance with relevant accounting standards.

Responsibilities of management and those charged with governance for the financial statement

Management is responsible for the preparation and fair representation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statement management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial

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statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of these financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and

appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

1. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

2. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

3. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

4. 33 -

5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. The engagement partners on the audit resulting in this independent auditors’ report are Jen Yao Hsieh and Ping Chang Su.

Crowe (TW) CPAs Kaohsiung, Taiwan Republic of China March 19, 2021

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Proposed by the Board of Directors Subject: The earnings distribution proposal of 2020 Descriptions:

• I. The Bank's final accounts of 2020 have been audited and certified by Certified Public Accountants Jen-Yao Hsieh and Ping-Chang Wu of Crowe Horwath International. The outcome indicates that the net profit after tax came to NT$763,315,558. The initial unappropriated retained earnings came to NT$207,733, plus NT$6,811,218 reversal of special reserve and NT$23,147,640 as the gain on disposal through OCI instruments. After deduction of the impairment in actuarial calculation (NT$19,943,936), the total distributable earnings came to NT$773,538,213.

• II. The distribution shall be duly conducted in accordance with Article 35 of the Bank's Articles of Incorporation, with NT$0.48 per share to be distributed to each shareholder (including cash dividends of NT$0.30 per share and stock dividends of NT$0.18 per share). The details about the distribution are provided below:

Expressed in New Taiwan Dollars

Item	Amount	Remark
Distributable earnings	773,538,213
Amortization of legal reserve	(229,955,778)	A sum of 30% is to be duly amortized in accordance with the Banking Act
Cash dividends to shareholders	(338,867,318)	1,129,557,727 shares NT$0.30 (NT$0.30 per share)
Stock dividends to shareholders	(203,320,390)	1,129,557,727 shares NT$0.18 (NT$0.18per share)
Unappropriated retained earnings at end of the term	1,394,727

III. Moreover, in an attempt to increase the Bank's working capital, in accordance with Article 241 of the Company Act, where the Bank launches capital increase through cash injection to issue share

certificates in excess of the face amount, the Bank may take part of the capital reserve for the Bank’s capital to distribute stock dividends of

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NT$0.12 per share for which new shares shall be distributed based on shareholders' original shareholding ratio. In total, NT$135,546,920 shall be used for capital increase (the issue regarding capital increase shall be raised for discussion in another case).

• IV. To sum up, in 2020, the Bank anticipates to distribute NT$0.30 per share as cash dividends and NT$0.30 per share as stock dividends (including shares distributed with earnings at NT$0.18 per share and shares distributed with capital reserve at NT$0.12 per share), totaling NT$0.60 per share.

• V. The Bank’s earnings distribution proposal of 2020 should be put into enforcement after being resolved in the regular shareholders' meeting, including:

• (I) The ex-dividend base day for cash dividends shall be fixed separately by the Board of Directors with bestowed power after the issue is duly resolved in the regular shareholders' meeting.

• (II) The ex-right base day for cash dividends shall be fixed separately by the Board of Directors with bestowed power after the issue regarding capital increase is approved by the Securities and Futures Bureau, Financial Supervisory Commission.

• VI. The present issue was duly resolved in the 2nd meeting of the 14th Audit Committee and the 3rd meeting of the 14th Board of Directors.

• VII.One copy of the earnings distribution proposal of 2020 is annexed hereto (refer to pp. 42 of the Meeting Agenda Handbook for details).

• Resolutions:

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Bank of Kaohsiung Distribution of Earnings 2020

Expressed in New Taiwan dollars

Item	Amount	Remark
Initial unappropriated retained earnings	$207,733
Add: Reversal of special reserve Gain on disposal through OCI instrume	6,811,218 23,147,640
Less:impairment in actuarial calculation	(19,943,936)
Adjusted unappropriated earnings	10,222,655
Add: net profit after tax	763,315,558	(Note 1)
Distributions earnings	$773,538,213
Distributions: Legal reserve Cash dividends to shareholders Stock dividends to dhareholders	(229,955,778) (338,867,318) (203,320,390)	Duly handled in accordance with Article 50 of Banking Act Distribution of cash dividends at NT$0.30 per share(Note 2) Distribution of stock dividends at NT$0.18per share
Unappropriated retained earnings at end of the term	1,394,727

• Notes:(1)The distribution is conducted based on the data audited and certified by Crowe Horwath International.

• (2)The cash dividend, calculated according to the distribution ratio, is rounded down to the nearest dollar, and number to the right of the decimal point is discarded. The aggregate total of the odd amounts below NT$1 is entered under the equity.

Chairman:

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President : Chief Accountant:

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Issue for Discussion No. I

Proposed by the Board of Directors Subject: Proposal to increase capital through earnings and capital reserves to issue new shares

Descriptions:

• I. The present issue was duly discussed and resolved in the 3rd meeting of the 14th Board of Directors of the Bank convened on March 19, 2021.

• II. The details of the capital increase and issue of new shares are as follows:

• (I) Purpose of the capital yielded through the capital increase: To enrich working capital.

• (II) Source of funding for the capital increase: The earnings and capital reserves of 2020.

• (III) The aggregate total of outstanding shares and amount per share: 1,129,557,727 common shares, 40,000,000 Class A preferred shares at NT$10 par value.

• (IV) The aggregate total of new common shares to be issued through capital increase, face amount per share, and terms of issue:

  1. Out of the earnings of 2020, a dividend of NT$203,320,390 to shareholders and capital reserve of NT$135,546,920, totaling NT$338,867,310, shall be set aside to issue 33,886,731 new common shares at the par value of NT$10.

  2. Terms of issue of new shares: The capital increase is calculated based on the numbers of shares held by shareholders as shown in the register of shareholders as of the distribution base date, with 30 bonus shares (including 18 shares from earnings and 12 shares from capital reserve) to be allocated out of every one thousand shares. The odd lots less than one share in the distribution may be consolidated by the Bank’s shareholder services agent within five days from the distribution base date. The odd lots not consolidated within the specified time limit or still less than one share after consolidation shall be granted in cash based on the face amount (rounded to the whole number). The chairman is authorized to approach specific personnel to

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purchase the accumulated odd shares at the face value.

1. The rights and obligations related to the new common shares issued in the capital increase are exactly the same as those related to the previously issued shares.

2. (V) The total amount of shares and amount per share after the capital increase: 1,163,444,458 common shares, 40,000,000 Class A preferred shares at NT$10 /share, and totaled NT$12,034,444,580.

3. (VI) Other information:

4. New common shares will be issued after the proposal is duly resolved in the regular shareholders' meeting and approved by the competent authority.

5. A request will be made at the regular shareholders' meeting to bestow the Board of Directors with plenipotentiary power to schedule the distribution base date for the capital increase after the competent authority grants its approval.

Resolutions:

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Issue for Discussion No. II

Proposed by the Board of Directors Subject: Proposal to amend the Rules of Procedures Governing Shareholders’ Meetings

Descriptions:

• I. This motion has been discussed and passed by the 29[th] session of the 13[th] Board of Directors of the Bank (2020.11.5).

• II. Amendment to the “Procedures for General Meeting of Shareholders” with reference to the “XX Corporation Parliamentary Procedures for Shareholders Meetings” of Taiwan Stock Exchange Corporation.

• III. The gravity of amendment for this instance is the addition of the particulars inscribed in Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers that the cause for the convention of Shareholders Meeting shall be elaborated with the summary of the content provided and cannot be proposed as extemporary motions. (Article 3)

• IV. Table of mapping of the provisions of the “Rules of Procedures Governing Shareholders’ Meetings” of the Bank after amendment (refer to pp. 46-49 of the Meeting Handbook) and the provisions currently in effect (refer to pp. 86-95 of the Meeting Handbook.

Resolutions:

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Bank of Kaohsiung Co., Ltd. Comparison Table of Partial Provisions of the Rules of Procedures Governing Shareholders’ Meeting Before and After Amendment

Amended and resolved in the shareholders’ meeting convened on October 24, 1997 Duly resolved in the Bank's Shareholders’ Meeting 2002 convened on June 20, 2002 Duly resolved in the Bank's Shareholders’ Meeting 2006 convened on June 22, 2006 Duly resolved in the Bank's Shareholders’ Meeting 2011 convened on June 16, 2011 Duly resolved in the Bank's Shareholders’ Meeting 2012 convened on June 21, 2012 Duly resolved in the Bank's Shareholders’ Meeting 2014 convened on June 19, 2014 Duly resolved in the Bank's Shareholders’ Meeting 2019 convened on June 20, 2019 Amended and adopted at 2021 Regular Meeting of Shareholders on   , 2021

Bank of Kaohsiung Co., Ltd. Comparison Table of Partial Provisions of the Rules of Procedures Governing Shareholders’ Meeting Before and After Amendment Amended and resolved in the shareholders’ meeting convened on October 24, 1997 Duly resolved in the Bank's Shareholders’ Meeting 2002 convened on June 20, 2002 Duly resolved in the Bank's Shareholders’ Meeting 2006 convened on June 22, 2006 Duly resolved in the Bank's Shareholders’ Meeting 2011 convened on June 16, 2011 Duly resolved in the Bank's Shareholders’ Meeting 2012 convened on June 21, 2012 Duly resolved in the Bank's Shareholders’ Meeting 2014 convened on June 19, 2014 Duly resolved in the Bank's Shareholders’ Meeting 2019 convened on June 20, 2019 Amended and adopted at 2021 Regular Meeting of Shareholders on , 2021	Bank of Kaohsiung Co., Ltd. Comparison Table of Partial Provisions of the Rules of Procedures Governing Shareholders’ Meeting Before and After Amendment Amended and resolved in the shareholders’ meeting convened on October 24, 1997 Duly resolved in the Bank's Shareholders’ Meeting 2002 convened on June 20, 2002 Duly resolved in the Bank's Shareholders’ Meeting 2006 convened on June 22, 2006 Duly resolved in the Bank's Shareholders’ Meeting 2011 convened on June 16, 2011 Duly resolved in the Bank's Shareholders’ Meeting 2012 convened on June 21, 2012 Duly resolved in the Bank's Shareholders’ Meeting 2014 convened on June 19, 2014 Duly resolved in the Bank's Shareholders’ Meeting 2019 convened on June 20, 2019 Amended and adopted at 2021 Regular Meeting of Shareholders on , 2021	Bank of Kaohsiung Co., Ltd. Comparison Table of Partial Provisions of the Rules of Procedures Governing Shareholders’ Meeting Before and After Amendment Amended and resolved in the shareholders’ meeting convened on October 24, 1997 Duly resolved in the Bank's Shareholders’ Meeting 2002 convened on June 20, 2002 Duly resolved in the Bank's Shareholders’ Meeting 2006 convened on June 22, 2006 Duly resolved in the Bank's Shareholders’ Meeting 2011 convened on June 16, 2011 Duly resolved in the Bank's Shareholders’ Meeting 2012 convened on June 21, 2012 Duly resolved in the Bank's Shareholders’ Meeting 2014 convened on June 19, 2014 Duly resolved in the Bank's Shareholders’ Meeting 2019 convened on June 20, 2019 Amended and adopted at 2021 Regular Meeting of Shareholders on , 2021
Amended Provisions	ExistingProvisions	Remark
Article 3 The shareholders' meeting of the Bank shall be convened by the board of directors, unless otherwise provided in the law. The Bank shall, 30 days before the shareholders' regular meeting, or fifteen days before the shareholders' special meeting, prepare the Notice of shareholders' meeting, the power of attorney, cause and explanation of the agenda of the shareholders' meeting such as the relevant recognition case, the discussion case, the election or the dismissal of the directors, which are produced into an electronic file and transmitted to the Market Observation Post System. 21 days before the shareholders' regular meeting, or 15 days before the shareholders' meeting, the shareholders' special meeting, prepare handbook and the supplementary information of the meeting in electronic file, and send them to the Market Observation Post System. Fifteen days before the shareholders' meeting,the handbook	Article 3 The shareholders' meeting of the Bank shall be convened by the board of directors, unless otherwise provided in the law. The Bank shall, 30 days before the shareholders' regular meeting, or fifteen days before the shareholders' special meeting, prepare the Notice of shareholders' meeting, the power of attorney, cause and explanation of the agenda of the shareholders' meeting such as the relevant recognition case, the discussion case, the election or the dismissal of the directors, which are produced into an electronic file and transmitted to the Market Observation Post System. 21 days before the shareholders' regular meeting, or 15 days before the shareholders' meeting, the shareholders' special meeting, prepare handbook and the supplementary information of the meeting in electronic file, and send them to the Market Observation Post System. Fifteen days before the shareholders' meeting,the handbook	Amendment of paragraph 4 to this article with reference to Article 3 of the “XX Corporation Parliamentary Procedures for Shareholders Meetings” of Taiwan Stock Exchange Corporation.

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Amended Provisions	ExistingProvisions	Remark
of the shareholders' meeting and the supplementary information of the meeting shall be prepared for the shareholders to read and shall be displayed at the company and its share agency, and shall be distributed at the shareholders' meeting. The notice shall indicate the cause of the convening; its notice may be obtained electronically after being agreed by the counterparty. Motions pertinent to the election or dismissal of Directors, change in the	of the shareholders' meeting and the supplementary information of the meeting shall be prepared for the shareholders to read and shall be displayed at the company and its share agency, and shall be distributed at the shareholders' meeting. The notice shall indicate the cause of the convening; its notice may be obtained electronically after being agreed by the counterparty. Election or dismissal of directors, change of articles of association, dissolution of the company, merger,
Articles of Incorporation, buyback for recapitalization, application for discontinuation of public offering, dissolution, merger, spin-off of the company, or particulars inscribed in
	demerger or the first paragraph of Article 185 of the Company Act, Article 26-1 of the Securities and Exchange Act, and Article 43-6 of the Securities and Exchange Act should be listed in the cause of the call with the major content explained, and may not be submitted in a extemporary motion; its main content may be placed on the website designated by the competent authority in charge of the securities or the company, and its website address shall be stated in the notice. Shareholders holding more than one percent of the total number of issued shares may submit a proposal for regular meeting of shareholders of the Bank. However, proposals
Paragraph 1 under Article 185 of the
Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, particulars inscribed in Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be stated
as the cause of the convention with summary description of the detail, and cannot be proposed as extemporary motions; its main content may be placed on the website designated by the competent authority in charge of the securities or the company, and its website address shall be stated in the notice. Shareholders holdingmore than one

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Amended Provisions

percent of the total number of issued shares may submit a proposal for regular meeting of shareholders of the Bank. However, proposals exceeding one should not be included in the agenda. The Bank shall announce the acceptance of the shareholders' proposal in writing or electronic way, the place and period for acceptance before the suspension of the stock transfer and before the shareholders' meeting. The acceptance period shall not be less than ten days.

The proposal proposed by the shareholders is limited to 300 words; the proponents of the proposal should attend the shareholders' meeting in person or by entrusting others to the discussion of the proposal. Except for one of the circumstances of the fourth paragraph of Article 172-1 of the Company Act, the board of directors shall list the proposals in the agenda. The fifth item of which shareholder proposal is a proposal to urge the Bank to promote public interest or to fulfill its social responsibilities, the board may still include it in the agenda. The Bank shall notify the proponent shareholders of the results of the processing before the date of the notice of the shareholders' meeting, and shall include the agenda which are in compliance with this provision in the notice of the meeting. For the shareholders' proposals not

Existing Provisions exceeding one should not be included in the agenda. The Bank shall announce the acceptance of the shareholders' proposal in writing or electronic way, the place and period for acceptance before the suspension of the stock transfer and before the shareholders' meeting. The acceptance period shall not be less than ten days. The proposal proposed by the shareholders is limited to 300 words; the proponents of the proposal should attend the shareholders' meeting in person or by entrusting others to the discussion of the proposal. Except for one of the circumstances of the fourth paragraph of Article 172-1 of the Company Act, the board of directors shall list the proposals in the agenda. The fifth item of which shareholder proposal is a proposal to urge the Bank to promote public interest or to fulfill its social responsibilities, the board may still include it in the agenda. The Bank shall notify the proponent shareholders of the results of the processing before the date of the notice of the shareholders' meeting, and shall include the agenda which are in compliance with this provision in the notice of the meeting. For the shareholders' proposals not included in the agenda, the board of directors shall

Remark

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Amended Provisions	ExistingProvisions	Remark
included in the agenda, the board of directors shall explain the reasons for not being included in at the shareholders' meeting.	explain the reasons for not being included in at the shareholders' meeting.

• 49 -

Proposed by the Board of Directors Subject: Proposal to amend the Regulations Governing the Election of Directors

Descriptions:

• I. This motion has been discussed and passed by the 29[th] session of the 13[th] Board of Directors of the Bank (2020.11.5).

• II. Amendment to the “Regulations Governing the Election of Directors” with reference to the “XX Corporation Procedure for the Election of Directors” of Taiwan Stock Exchange Corporation.

• V. The gravity of amendment for this instance:

• (I) Addition of the procedure for the election of Directors to fill the vacancies. (amendment to Article 5)

• (II) Samples of invalid ballots in the election of Directors. (amendment to Article 10)

• (III)Addition of the regulations governing the announcement of the election result of Directors and the retention of the ballots, and deletion of the requirements of shareholder account number or ID number to identify the candidates. (amendment to Article 11 and Article 11 currently in force)

• III.Table of mapping of the provisions of the “Regulations Governing the Election of Directors” of the Bank after amendment (refer to pp. 51-56 of the Meeting Handbook) and the provisions currently in effect (refer to pp. 96-99 of the Meeting Handbook.

Resolutions:

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Bank of Kaohsiung Co., Ltd.

Comparison Table of Partial Provisions of the Regulations Governing the Election of Directors Before and After Amendment

Amended and resolved in the shareholders’ meeting convened on October 24, 1997 Duly resolved in the Bank's Shareholders’ Meeting 2002 convened on June 20, 2002 Duly resolved in the Bank's Shareholders’ Meeting 2006 convened on June 22, 2006 Duly resolved in the Bank's Shareholders’ Meeting 2007 convened on June 14, 2007 Duly resolved in the Bank's Shareholders’ Meeting 2011 convened on June 16, 2011 Duly resolved in the Bank's Shareholders’ Meeting 2014 convened on June 19, 2014 Amended and adopted at 2021 Regular Meeting of Shareholders on   , 2021

Bank of Kaohsiung Co., Ltd. Comparison Table of Partial Provisions of the Regulations Governing the Election of Directors Before and After Amendment Amended and resolved in the shareholders’ meeting convened on October 24, 1997 Duly resolved in the Bank's Shareholders’ Meeting 2002 convened on June 20, 2002 Duly resolved in the Bank's Shareholders’ Meeting 2006 convened on June 22, 2006 Duly resolved in the Bank's Shareholders’ Meeting 2007 convened on June 14, 2007 Duly resolved in the Bank's Shareholders’ Meeting 2011 convened on June 16, 2011 Duly resolved in the Bank's Shareholders’ Meeting 2014 convened on June 19, 2014 Amended and adopted at 2021 Regular Meeting of Shareholders on , 2021	Bank of Kaohsiung Co., Ltd. Comparison Table of Partial Provisions of the Regulations Governing the Election of Directors Before and After Amendment Amended and resolved in the shareholders’ meeting convened on October 24, 1997 Duly resolved in the Bank's Shareholders’ Meeting 2002 convened on June 20, 2002 Duly resolved in the Bank's Shareholders’ Meeting 2006 convened on June 22, 2006 Duly resolved in the Bank's Shareholders’ Meeting 2007 convened on June 14, 2007 Duly resolved in the Bank's Shareholders’ Meeting 2011 convened on June 16, 2011 Duly resolved in the Bank's Shareholders’ Meeting 2014 convened on June 19, 2014 Amended and adopted at 2021 Regular Meeting of Shareholders on , 2021	Bank of Kaohsiung Co., Ltd. Comparison Table of Partial Provisions of the Regulations Governing the Election of Directors Before and After Amendment Amended and resolved in the shareholders’ meeting convened on October 24, 1997 Duly resolved in the Bank's Shareholders’ Meeting 2002 convened on June 20, 2002 Duly resolved in the Bank's Shareholders’ Meeting 2006 convened on June 22, 2006 Duly resolved in the Bank's Shareholders’ Meeting 2007 convened on June 14, 2007 Duly resolved in the Bank's Shareholders’ Meeting 2011 convened on June 16, 2011 Duly resolved in the Bank's Shareholders’ Meeting 2014 convened on June 19, 2014 Amended and adopted at 2021 Regular Meeting of Shareholders on , 2021
Amended Provisions	ExistingProvisions	Remark
	Article 4 Deleted.	Delete this provision and adjust the article number.
Article 4 Same as the content of the original Article 5.	Article5 The Bank adopt the candidate nomination system for the election of Directors. Shareholders shall elect the candidates on the list. The election of Independent Director shall be held simultaneously with the election of Directors. Votes will be counted for the candidates to different seats. The qualification requirements and appointment of Independent Directors of the Bank shall be in compliance with the “Securities and Exchange Act”, and “Regulations Governing Appointment of Independent Directors and Matters of Compliance for Public Companies.”	Deletion in conjunction with Article 4 with the adjustment of the article number.
Article5 In case of the relief of particular Director from office, to the extent that the number of Directors falls below 5 seats, an election should be	Article6 If specific Directors were relieved from office for whatever reasons and more than 1/3 of the seats of Directors were left vacant, the Bank shall call for a special session of the Shareholders Meetingwithin 60	Deletion in conjunction with Article 4 with the adjustment of the article number. Revision of
held in the nearest session of the Shareholders Meeting to fill the vacancies. If there is more than 1/3

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Amended Provisions	ExistingProvisions	Remark
of the seats of the Directors were left vacant, a special session of the Shareholders Meeting shall be called within 60 days after the vacancy to hold a new election of Directors for filling the vacancies. If the number of seats for Independent Directors falls below the requirement as stated in Paragraph 1 in Article 14-2 in the exception of the Securities and Exchange Act,an election should be held to fill the vacancies in the nearest session of the Shareholders Meeting. If a specific Independent Director was relieved from office, a special session of the Shareholders’ Meeting shall be held to elect new Independent Directors to fill the vacancy within 60 days thereafter.	days thereafter to hold an election for filling the vacancies. If the number of seats for Independent Directors falls below the requirement as stated in Paragraph 1 in Article 14-2 in the exception of the Securities and Exchange Actand other rules and regulations including the Criteria for	the wording in accordance with the “XX Corporation Procedure for the Election of Directors” of Taiwan Stock Exchange Corporation announced on June 3 2020.
	Review for Listing at TWSE,an election should be held to fill the vacancies in the nearest session of the Shareholders Meeting. If a specific Independent Director was relieved from office, a special session of the Shareholders’ Meeting shall be held to elect new Independent Directors to fill the vacancywithin 60 days thereafter.
Article6 Same as the content of the original Article 7.	Article7 The accumulative single voting system is adopted for the election of Directors for the Bank. The holder of each share is entitled to the number of votes equivalent to the seats of Directors to be elected. Shareholders may cast all votes for a particular candidate or split up the votes for various candidates.	Deletion in conjunction with Article 4 with the adjustment of the article number.
Article7 Same as the content of the original Article 8.	Article8 The Board shall prepare ballots equivalent to the number of seats of Directors to be elected with the inscription on the number of votes allocated for release to the	Deletion in conjunction with Article 4 with the adjustment of the article number.

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Amended Provisions	ExistingProvisions	Remark
	shareholders. The name of the voter may be expressed by the attendance pass number printed on the ballots instead.
Article8 Same as the content of the original Article 9.	Article9 The number of seats for the Directors and Independent Directors of the Bank as stated in the Articles of Incorporation will be the basis of allocation of votes for the election of Directors and Independent Directors. Candidates who won the majority of the votes will be elected to the seats, followed by the candidates winning the second majority of the votes, and so on. If there are more than 2 candidates wining the same number of votes, they shall participate in a lot drawing. The candidate who pick the lot will be elected to the seats. The presiding officer shall act on behalf of the candidates in the lot drawing.	Deletion in conjunction with Article 4 with the adjustment of the article number.
Article9 Same as the content of the original Article 10.	Article10 The presiding officer shall appoint several scrutineers and tally clerks, who must also be shareholders, before the commencement of election. They shall perform their assigned duties. The Board shall prepare the ballot box and open the box in public for the inspection of the scrutineers.	Deletion in conjunction with Article 4 with the adjustment of the article number.
	Article 11 If the candidates in the election are also shareholders, voters shall put down the account title and account	Deletion of this provision with reference to the“XX

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Amended Provisions	Amended Provisions	ExistingProvisions	ExistingProvisions	Remark
		number in the field of“Candidate” of the ballot. If the candidates are not shareholders, put down the names and identity certification number of the candidates. Where the governments or institutional shareholders may be the candidates to the seats of Directors, put down the name of the government agency		Corporation Procedure for the Election of Directors” of Taiwan Stock Exchange Corporation announced on June 3 2020.
		or the institutions in the field of Candidate of the ballot. The names of the representatives should also be
		marked down. If there are several representatives, put down their names one-by-one.
Article10 A ballot shall be invalid if any of the following applies: 1.No use of the ballots prepared by parties entitled to call for the session of Shareholders Meeting. 2. Blank ballot in the ballot box . 3. The handwriting is blurred that cannot be identified or being marked for correction. 4.The candidate is found irrelevant with the names of candidates on the list for election to the seats of Directors. 5.Other wording was marked on the ballot in addition to the number of voting rights of the candidate.		Article 12 A ballot shall be invalid if any of the following applies: 1.The ballot used is not prepared by the Board. 2. Blank ballot in the ballot box . 3. The handwriting is blurred that cannot be identified or being marked for correction. 4.If the candidate is a shareholder, the account title and account number marked on the ballot are not relevant with the record of the shareholders’roster. If the candidate is not a shareholder, the name and identity certification document number were proved irrelevant. 5.Other wording was marked on the ballot in addition to the account title (name) and account number (identity certification number) of		Deletion in conjunction with Article 4 and Article 11 with the adjustment of the article number. Adjustment of subparagraphs 1, 4 and 5 of this article, and deletion of subparagraph 6 with reference to the “XX Corporation Procedure for the Election of Directors” of Taiwan Stock Exchange Corporation announced on June 3 2020.
			the Board. Blank ballot in the ballot box . The handwriting is blurred that cannot be identified or being marked for correction. If the candidate is a shareholder, the account title and account number marked on the ballot are not relevant with the record of the shareholders’roster. If the candidate is not a shareholder, the
	Directors. Other wording was marked on the
			name and identity certification document number were proved irrelevant. Other wording was marked on the
	ballot in addition to the number of voting rights of the candidate.		ballot in addition to the account title (name) and account number (identity certification number) of

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Amended Provisions		ExistingProvisions	Remark
	the candidate. 6. The name of the candidate marked on the ballot is identical with another shareholder but no account title or identity certification number was marked down for identification.
		marked on the ballot is
		down for identification.
Article11 The ballots shall be opened on the scene immediately after the balloting. The presiding officer shall	Article13 The ballots shall be counted on the scene immediately after balloting. The presiding officer shall announce the result of the vote count on the scene.		Deletion in conjunction with Article 4 and Article 11 with the adjustment of the article number. Amendment of paragraph 1 and additions of paragraph 2 to this article with reference to the “XX Corporation Procedure for the Election of Directors” of Taiwan Stock Exchange Corporation announced on June 32020.
announce the result on the scene and
the number of votes won by the winners. The ballots of the aforementioned election shall be sealed and affixed with the signatures of the scrutineers
for keeping for at least 1 year. If legal proceedings was instated pursuant to Article 189 of the Company Act, the ballots shall be kept until the final judgment of the proceedings.
Article12 Same as the content of the original Article 14.	Article14 The Director Elects and Independent Director Elects will be notified by the Bank in writing.		Deletion in conjunction with Article 4 and Article 11 with the adjustment of the article number.
Article13 Same as the content of the original Article 15.	Article15 This set of Regulations shall come into force after passing by the Shareholders’ Meeting. The same		Deletion in conjunction with Article 4 andArticle11

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Amended Provisions	ExistingProvisions	Remark
	procedure is applicable to any amendments thereto. The amendment to this set of Regulations on 2014.06.19 shall come into force as passed by the Shareholders Meeting except Article 5 on the candidate nomination system for the election of Independent Directors, which will come into force after the election held by the 13th Board for new Directors.	with the adjustment of the article number.

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Extemporary Motion

• 57 -

Adjournment of the meeting

• 58 -

Annex 1

Bank of Kaohsiung Co., Ltd. Directors’ Shareholding

1. The company’s paid-in capital is NT$11,695,577,270.( The number of issued common shares is 1,129,557,727 and the number of issued Class A preferred shares is 40,000,000.)

2. The minimum requirement of shareholding by all directors is 32,000,000 shares in accordance with Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”.

3. Shareholdings of individual and all directors as recorded in the shareholders list as of the transfer closing date for this shareholders’ meeting are indicated in the table below:

Job Title	Account Name	Common shares	Preferred shares	Remarks
President	Kaohsiung City Government	487,141,391	--	Representative: Ray-Beam Dawn
Managing Director	Kaohsiung City Government			Representative: Yung-Sheng Chen
Managing Director	Kaohsiung City Government			Representative: Tai-Hsiang Liao
Director	Kaohsiung City Government			Representative: Chin-TsangHo
Director	Kaohsiung City Government			Representative: Chun-Chieh Huang
Director	Jinn Her Enterprise Co.,Ltd.	157,384,160	--	Representative: Chung-Hsin Liu
Director	Jinn Her Enterprise Co.,Ltd.			Representative: Chien-Tsai Chao
Director	Jinn Her Enterprise Co.,Ltd.			Representative: Min-ChangWu
Director	Chuan Pu Investment	6,243,455	--	Representative:

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	Co.,Ltd.			Chien-Fu Chen
Director	Hong-Cheng Liu	--	--
Independent and Managing Director	Yi-Shun Chang	--	--
Independent Director	Yao-Yung Chang	--	--
Independent Director	Li-Jin Lien	--	--

Note: Date of Documentation: April 27, 2021

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Annex 2

Description on the Handling of Shareholders’ Proposals:

1. The company’s shareholders who hold more than one percent of the total issued shares may submit a motion to the regular meeting of shareholders in writing pursuant to Article 172-1 of the Company Act, but only one motion with a maximum of 300 words is allowed.

2. The company has made an announcement about shareholders’ rights of submitting a proposal on the Market Observation Post System, and the period of submission spanned from April 17, 2021 to April 27, 2021. The company did not receive any shareholders’ proposal during the period.

3. 61 -

Annex 3

Bank of Kaohsiung Co., Ltd. Articles of Incorporation

Approved by a resolution adopted at Promoters Meeting on August 24, 1981 Amended and adopted at 1987 Regular Meeting of Shareholders on December 30, 1987 Amended and adopted at 1988 2nd Special Meeting of Shareholders on September 12, 1988 Amended and adopted at 1989 Regular Meeting of Shareholders on November 22, 1988 Amended and adopted at 1991 1st Special Meeting of Shareholders on January 10, 1991 Amended and adopted at 1991 2nd Special Meeting of Shareholders on April 24, 1991 Amended and adopted at 1993 Regular Meeting of Shareholders on October 29, 1993 Approved, amended, and adopted at 1994 Regular Meeting of Shareholders on October 26, 1994 Approved, amended, and adopted at 1995 Regular Meeting of Shareholders on October 12, 1995 Amended and adopted at 1997 Special Meeting of Shareholders on February 4, 1997 Amended and adopted at 1997 2nd Special Meeting of Shareholders on May 14, 1997 Amended and adopted at 1997 3rd Special Meeting of Shareholders on June 26, 1997 Amended and adopted at 1997 4th Special Meeting of Shareholders on August 11, 1997 Amended and adopted at 1998 Regular Meeting of Shareholders on November 27, 1998 Amended and adopted at 1999 Regular Meeting of Shareholders on December 7, 1999 Amended and adopted at 2001 Regular Meeting of Shareholders on May 22, 2001 Amended and adopted at 2002 Regular Meeting of Shareholders on June 20, 2002 Amended and adopted at 2004 Regular Meeting of Shareholders on June 10, 2004 Amended and adopted at 2005 Regular Meeting of Shareholders on June 23, 2005 Amended and adopted at 2006 Regular Meeting of Shareholders on June 22, 2006 Amended and adopted at 2007 Regular Meeting of Shareholders on June 14, 2007 Amended and adopted at 2008 Regular Meeting of Shareholders on June 19, 2008 Amended and adopted at 2011 Regular Meeting of Shareholders on June 16, 2011 Amended and adopted at 2012 Regular Meeting of Shareholders on June 21, 2012 Amended and adopted at 2013 Regular Meeting of Shareholders on June 20, 2013 Amended and adopted at 2014 Regular Meeting of Shareholders on June 19, 2014 Amended and adopted at 2016 Regular Meeting of Shareholders on June 23, 2016 Amended and adopted at 2017 Regular Meeting of Shareholders on June 22, 2017 Amended and adopted at 2018 Regular Meeting of Shareholders on June 20, 2018 Amended and adopted at 2019 Regular Meeting of Shareholders on June 20, 2019 Amended and adopted at 2020 2[nd] Regular Meeting of Shareholders on November 11, 2020

Chapter I General Provisions

Article 1 Bank of Kaohsiung Co., Ltd., known as “Bank of Kaohsiung” (hereinafter referred to as “the Bank”), is duly incorporated under the Banking Act of The Republic of China and the Company Act. The English name hereof is “BANK OF KAOHSIUNG CO., LTD.” (abbreviated as “BOK”).

Article 2 The Bank aims at assisting the government in development and construction, promoting industrial and business development, supporting production, strengthening financing for small and

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medium enterprises, offering agricultural, labor and fishery loans, encouraging savings, and providing convenient services to the people in line with the national financial policy.

• Article 3 The Bank is headquartered in Kaohsiung City, with branches set up at appropriate locations on account of business needs. Additional establishment, relocation or abolition of branches shall be reported to the competent authority for approval, and registered with the Ministry of Economic Affairs after the resolution of the Board of Directors.

• Article 4 The Bank’s public announcements shall be made in accordance with the relevant provisions of laws and regulations.

Chapter II Shares

• Article 5 The Bank has capital amounting to NT$20 billion, say, Twenty Billion New Taiwan Dollars, divided into 2 billion shares at NT$10 par value. The capital may be issued in installments. Special shares may be issued within the amount of capital set forth in the preceding paragraph.

• Article 6 The stocks issued by the Bank, except for those printing of physical securities is not required pursuant to relevant regulations, shall be registered, signed or sealed by the Chairperson and two or more directors, and issued in accordance with the laws and regulations.

• Article 6-1 The rights and obligations related to special shares of the Bank and other important terms of issue thereof are as follows:

• If there are earnings in the final accounts of each year, the Bank shall, after all taxes and dues have been paid according to law, first cover its losses in previous years, set aside a portion of the earnings as a legal reserve, and appropriate or reverse a special reserve in accordance with Article XXXV of the Articles of Incorporation. Any remaining earnings may be first distributed as the special share dividends distributable for the year.

• The Bank may distribute special share dividends at its own discretion. The annual dividend is calculated based on the issue price per share, and shall not exceed eight percent

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(8%).

1. Except for receipt of the dividends set forth in Subparagraph 2, special shareholders are not allowed to participate in the distribution of earnings and capital reserves as cash and equity capital to common shareholders.

2. Special shareholders have priority over common shareholders in the distribution of residual assets of the Bank. The order for them to receive indemnification is the same as that for holders of various special shares issued by the Bank, which is next to general creditors. However, such distribution shall not exceed the issuing amount.

3. Special shareholders do not have the rights to vote and elect. However, they have voting rights at meetings of special shareholders or shareholders’ meetings in which issues related to the rights or obligations of special shareholders are raised.

4. Special shares shall not be converted into common shares. Special shareholders shall also not request the Bank to redeem the special shares held by them.

5. In case of no expiration date for special shares, the Bank may, at any time from the day following the fifth anniversary of the issue thereof, redeem the special shares in whole or in part at the original issue price. The special shares not redeemed yet shall still bear all the rights and obligations specified in the terms of issue, as stipulated in this article. If it is resolved at a shareholders’ meeting to distribute dividends in the year when special shares are redeemed, the dividends distributable as of the date of redemption will be calculated according to the number of days before redemption in the year.

The Board of Directors is authorized to determine the name of special shares, date of issue, and specific terms of issue according to the capital market and investors’ inclination to subscribe for special shares at the time of issue and in accordance with the Articles of Incorporation and applicable

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laws and regulations. Article 7 Where a shareholder of the Bank is the same person or the same related party who individually, jointly or in aggregate holds more than 5% of the Bank’s total issued voting shares, or the accumulated shareholding increase/decrease in excess of 5% exceeds 1%, such shareholder shall make a declaration to the competent authority within ten (10) days from the holding date. The same person or the same related party who intends to hold 10%, 25%, or 50% of the Bank’s total issued voting shares individually, jointly or in aggregate shall apply to the competent authority for approval beforehand respectively. The same person as referred to in the preceding 2 paragraphs is the same natural person or the same institution; the scope of the same related party is specified under Article 25 and Article 25-1 of the Banking Act.

Where the same person, or the principal and his or her spouse, or minor child(ren) holds more than 1% of the Bank’s total issued voting shares, such principal shall notify the Bank.

Article 8 The Bank shall handle its stock affairs in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” promulgated by the competent authority.

Chapter III Business Operation

Article 9 The Bank’s scope of business is shown as follows: H101021 Commerce Banking

• H301011 Securities Brokerage

• H601011 Personal Insurance Agency

H601021 Property and Liability Insurance Agency The Bank may also concurrently engage in other financing-related businesses approved by the competent authority. Article 10 The Bank may accept commissioning from other financial institutions to engage in various businesses in agency.

Chapter IV Shareholders’ Meeting

Article 11 The shareholders’ meetings are classified into two categories, i.e., the regular shareholders’ meeting and special shareholders’

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meeting. The regular shareholders’ meeting shall be convened on an annual basis. The special shareholders’ meeting may be convened whenever necessary.

The regular shareholders’ meeting mentioned in the preceding Paragraph shall be duly convened by the board of directors within six (6) months from the closing of every fiscal year. Unless otherwise prescribed in the Company Act, a special shareholders’ meeting may be duly convened according to law whenever necessary.

• When necessary, a meeting of special shareholders may be convened in accordance with applicable laws and regulations.

• Article 12 Notices of regular shareholders’ meetings shall be served to all shareholders 30 days prior to the scheduled meeting date and that of a special shareholders’ meeting shall be served 15 days prior to the scheduled meeting date, specifying the date, place, and reason(s) for convening the meeting.

• For shareholders who hold less than one thousand shares, notices of regular and special shareholders’ meetings may be served by means of public announcements 30 days and 15 days prior to the scheduled meetings, respectively.

• Article 13 For each shareholders’ meeting convened by the Bank, a shareholder may issue a power of attorney printed by the Bank, expressly stating therein the scope of authorization and send it to the Bank five days prior to a shareholders’ meeting. In case of repeated powers of attorney, the first-served one shall prevail unless an earlier power of attorney is rescinded.

• For shareholders authorizing a proxy to attend a meeting, the provisions of the Company Act and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” issued by the competent authority shall be abided by.

• Article 14 The shareholders’ meeting shall make resolutions and execute matters as follows:

• Enact and amend the Bank’s Articles of Incorporation.

• Make resolutions on capital increase and reduction.

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• Elect, appoint, or dismiss directors.

• Examine statements and books prepared by the Board of Directors and reports of the Audit Committee, as well as select inspectors to examine the above.

• Make resolutions on the distribution of surpluses, and allocation of dividends and bonuses.

• Make resolutions on other important matters.

• Article 15 Resolutions at a shareholders’ meeting shall, unless otherwise provided by relevant laws and regulations, be adopted with the consent of over half of the votes represented by the shareholders attending a meeting in person or by proxy, and the attending shareholders shall represent more than half of the total issued voting shares.

When the number of attending shareholders falls short of the quorum specified in the preceding paragraph, but there are shareholders who represent one-third or more of the total issued shares attending a meeting, a tentative resolution may be passed with the consent of over half of the votes represented by the attending shareholders. A notice of the tentative resolution shall be given to each shareholder, and another shareholders’ meeting shall be convened within one month.

In the aforesaid shareholders’ meeting, if shareholders

representing one-third or more of the total issued shares have attended and over half of the votes represented by the attending shareholders have approved the tentative resolution, the resolution is deemed the same as resolutions adopted under the first paragraph.

The tentative resolution mentioned in the preceding two paragraphs does not apply to matters for which a special resolution shall be adopted in accordance with the Company Act.

Article 16 The Bank’s shareholders are entitled to one vote per share,

• except for shares without the rights to vote as prescribed by the Company Act.

• Article 17 Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, which shall be signed or sealed by

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the chairperson of the meeting and distributed to all shareholders of the Bank within twenty (20) days after the meeting.

The minutes may be prepared in electronic form and distributed by means of a public announcement.

The minutes of meeting on record shall contain information on the year, month, day, place, name of the presiding officer, method of resolution, summary of the procedure and result of the meeting and shall be kept by the Bank of Kaohsiung in the duration of its perpetuity.

The attendance list bearing the signatures of the attending shareholders and the powers of attorney of the proxies shall be kept for at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with Article 189 of the Company Act, the attendance list or power of attorney involved shall be kept until the legal proceedings of the foregoing lawsuit are concluded.

Chapter V Board of Directors

Article 18 The Bank shall have 11 to 15 directors for the organization of the Board of Directors.

Directors serve for a term of three years and are eligible for re-election. However, the government and corporate

shareholders or their representatives who are elected as

directors may be replaced at any time in accordance with their duties.

For the election of directors, candidates shall be nominated, and shareholders shall elect the directors from the list of director candidates.

When one third of the directorship becomes vacant, the Board of Directors shall call a special shareholders’ meeting within 60 days for a by-election. Replacing or by-elected directors shall serve the unexpired term of their predecessors.

The aggregate shareholding of all directors shall not be less than the percentage specified by the competent authority.

Article 18-1 The Board has the following two offices:

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• Audit Office: An Auditor-General is in charge of all auditing work of the Bank, and other staff include a Deputy Auditor-General, division chiefs, lead auditors, auditors, and officers. Divisions may be set up depending on actual needs. The Audit Office should make a business report to the Board of Directors and the Audit Committee at least once every six months.

• Secretariat: One chief secretary, and a number of managers, division chiefs and officers are to handle matters related to the Board meetings.

• Article 19 The Bank shall have at least three independent directors and their number shall not fall short of one-fifth of the total number of directors.

Regarding the professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination and election, and other matters of compliance with respect to independent directors, the relevant regulations prescribed by the competent authority shall apply.

• Article 19-1 The Bank has established an Audit Committee since the 12th Board of Directors, which is composed entirely of independent directors. The committee shall have no less than three persons, and one of them shall be the convener. At least one of them shall have accounting or financial expertise.

• The exercise of the Audit Committee’s duties and other matters of compliance shall be in compliance with the relevant laws and regulations as well as the Bank’s “Audit Committee Charter”.

• Article 19-2 The Board of Directors shall establish a remuneration committee and other functional committees. Regulations governing the exercise of their powers of office shall be separately prescribed by the Board of Directors.

• Article 20 A Board of Directors’ meeting shall be attended by at least two thirds of the directors, and three to five managing directors shall be mutually elected among the directors with the consent of

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over half of the attending directors. Moreover, a Chairperson of the Board of Directors shall be mutually elected among the managing directors with the consent of over half of the attending managing directors at a meeting attended by over two-thirds of the managing directors. At least one of the managing directors shall be independent director and the number of independent directors shall not be less than one fifth of the number of managing directors. The Chairperson of the Board of Directors shall preside the shareholders’ meetings, the Board of Directors’ meetings, and the meetings of managing directors, and represent the Bank before external parties.

In case the Chairperson is on leave or absent or fails to exercise his/her power and authority for a reason, he/she shall designate one of the managing directors to act on his/her behalf; where the Chairperson has failed to designate a managing director to act on his/her behalf, the managing directors shall mutually elect an Acting Chairperson of the Board of Directors.

The Board of Directors is authorized to examine and specify the remuneration for directors by referencing the customary standards of the same industry.

The remuneration for the Chairperson of the Board of Directors is calculated at 1.25 times the incomes paid to the General Manager.

When the Chairperson retires or resigns, his/her pension shall be calculated on the basis of two points per year for the duration of his/her employment pursuant to the provisions pertaining to the pension fund system in the Labor Standards Act, without being subject to age or seniority.

Article 21 The board of directors shall have the following powers, duties and responsibilities:

1. Proposal for increase/ decrease of the Bank’s capital.

2. Review and decision on establishment, change or dissolution of a unit of the bank.

3. Review and decision on the Bank’s budget, annual financial statements and semiannual financial statements.

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5. Enactment of and amendment to the internal control system and evaluation of the validity of the internal control system.

6. Proposal for enactment of or amendment to the Procedures for the Acquisition or Disposal of Assets.

7. Enactment of and amendment to the Procedures to Engage in Transactions and Disposal of Derivatives.

8. Proposals for allocation of earnings.

9. Appointment, discharge and payment of the auditing Certified Public Accountant(s).

10. Appointment and discharge of the Auditor-General, law compliance directors, consultants, chief secretary, assistant managers, corporate governance heads, heads of various divisions, departments, and units of the Head Bank, directors of finance, accounting, and risk management, and branch managers.

11. Review and decision on the standards for performance evaluation of managerial officers and business staff.

12. Review and decision on the standards for remuneration and fringe benefits.

13. Appointment of the directors (supervisors) and representatives for investees and subsidiaries.

14. Donations to related parties or significant donations to non-related parties. In case of donation to public interests in case of significant acts of God or disaster by nature, nevertheless, it may be posed to next board of directors meeting for retroactive acknowledgement.

15. Review and decision on the Bank’s business plans.

16. Surveillance over the mechanism of risk control.

17. Review and decision on the Bank-wide loaning policies, major credit facility loans and investment cases.

18. Review and decision on the external contracts and commissioned cases.

19. Review and decision on the real estate transaction and leasehold cases.

20. Review and decision on major rules and regulations.

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22. Other responsibilities and powers bestowed by laws or a shareholders’ meeting.

23. Article 21-1 The Bank may enter into a liability insurance contract with an insurance company for the directors’ and key staff’s liability for compensation within the scope of their duties.

24. Article 22 The Chairman shall call for the session of the Board unless the Company Act provides otherwise.

25. Unless otherwise provided, resolutions of the Board of Directors shall be adopted by over half of the attending directors at a meeting attended by over half of the directors. The meeting minutes shall be signed or sealed by the Chairperson and kept together with the attendance record signed by the attending directors.

26. Article 23 The Board of Directors’ meetings are divided into two categories which are:

27. Regular meeting: The Board of Directors meets once every two months; the managing directors meet once every two weeks. Both shall be convened by the Chairperson.

28. Special meeting : In the event of a vital issue or at the proposal of more than half of the Directors in writing with the content and the reasons of meeting specified pursuant to Article 203-1 of the Company Act, the Chairman shall call for a special session at any time. In addition, a special session of the Executive Directors may also be called where necessary.

Notices of Board of Directors may be served in writing, by fax or e-mail.

• Article 24 In case a director is unable to attend a meeting for any reason, he/she shall notify the Board of Directors in advance and designate another director to act on his/her behalf, but a power of attorney, stating the scope of authorization thereof shall be presented in each incident.

• A proxy mentioned above shall accept one person’s authorization only.

• Article 25 During the recess of the Board of Directors, the managing directors shall meet regularly to exercise the power and perform

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the duties of the Board of Directors in accordance with the provisions of laws and regulations, the Articles of Incorporation herein, and the resolutions adopted by the shareholders’ meetings, except for matters described in Paragraphs 1-13 of Article 21 and the following matters:

1. Examination and approval of important contracts concerning merger, division, transfer of business or assets and acceptance of business or assets transfer.

2. Examination and approval of real estate transactions worth of more than NT$300 million.

3. Review and approval of directors’ remunerations.

4. Other matters that shall be deliberated by the Board of Directors as required by law.

Resolutions made at a managing directors’ meeting shall be reported to the Board of Directors for future reference.

Article 26 Resolutions of the managing directors’ meeting shall, unless otherwise prescribed by the Company Act, be adopted by over half of the attending managing directors in a meeting attended by over half of the managing directors.

Article 27 When a Board of Directors’ meeting or a managing directors’ meeting is convened, the General Manager, Deputy General Manager, and relevant competent supervisors may be required to present themselves in the meeting to answer inquiries.

Chapter VI (Deleted)

Article 28 (Deleted)

Article 29 (Deleted) Article 30 (Deleted)

Chapter VII Managers

Article 31 The Bank shall have one General Manager and several Deputy General Managers, to be nominated by the Chairperson of the Board of Directors, and whose appointment and dismissal shall be approved by more than half of the Board members.

Article 32 The General Manager shall oversee the Bank’s affairs by upholding the Chairperson’s orders and the resolutions of the Board of Directors, and the Deputy General Manager shall

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assist the General Manager in handling the Bank’s affairs. When the General Manager is unable to perform his/her duties for any reason, the Chairperson shall designate one of the Deputy General Managers as acting by proposing to the Board of Directors.

Chapter VIII Accounting

• Article 33 The Bank’s accounting year runs from January 1 to December 31 each year, and is designated according to the Republic of China calendar. Accounts are concluded twice a year, with June 30 as the closing date for the first half and December 31 the closing date for the second half. At the end of the year, the annual financial statements should be prepared based on the closing figures of the two halves.

• Article 34 At the close of each fiscal year, the Bank’s Board of Directors shall prepare the following statements and shall submit them to the regular shareholders’ meeting for ratification according to the statutory procedures:

• the business report;

• the financial statements; and

• the surplus distribution or loss make-up proposals. The foregoing statements shall be forwarded to the competent authority and the Central Bank for reference within 15 days after the Board of Directors has submitted them to the regular shareholders’ meeting for ratification.

• Article 34-1 If a profit is made in a year, 5% of the profit shall be set aside as employees’ compensation and no more than 1.25% as directors’ remunerations. However, if the Bank has an accumulated loss, the loss shall be made up first, and then employees’ compensation and directors’ remunerations may be allocated from the remaining surplus.

The allocation manner of employees’ compensation referred to in the preceding paragraph shall be approved by over half of the attending directors in a meeting attended by at least two thirds of the directors in the Board, and shall be reported to the

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shareholders’ meeting. However, directors’ remunerations shall only be distributed in cash.

Distribution of directors’ remunerations shall be proposed by the Remuneration Committee and submitted to the Board of Directors. Decision shall be made with approval by over half of the attending directors in a meeting attended by two thirds of the directors in the Board.

• Article 35 If the Bank has a surplus as shown in the year-end final statements, the surplus shall be used to make up for the accumulated losses over the years first after paying all taxes and dues, and then thirty percent of the remaining surplus shall be allocated as legal reserve, and a special reserve may be provided or reversed in accordance with the law and depending on business needs. The remaining balance plus the accumulated undistributed surplus carried down from the previous years becomes the distributable surplus. The Board of Directors shall prepare a surplus allocation proposal and submit it to the shareholders’ meeting for resolution on dividend distribution.

In the abovementioned surplus allocation proposal, the shareholders’ meeting may decide to retain all or part of the surplus depending on business needs or profitability.

For distribution of dividends, the Board of Directors may propose to the shareholders’ meeting to adjust the ratio of cash to stock dividends depending on the year’s surplus condition and business development needs; however, the cash dividend shall not be less than 5% of the stock dividends issued in the current year.

Before the legal reserve runs up to the amount equivalent to the total capital, or when the regulatory capital to risk assets ratio has not met the requirements of the Banking Act, the maximum cash surplus allocation shall be handled in accordance with the Banking Act and the competent authority’s regulations.

Chapter IX Supplementary Provisions

Article 36 The Bank’s Organizational Charter shall be separately enacted.

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Article 37 Matters not covered herein shall be handled in accordance with the Company Act, Banking Act, and relevant laws and regulations. Article 38 The Articles of Incorporation shall come into force after passing by the Shareholders’ Meeting. The same procedure is applicable to any amendments thereto. The Articles of Incorporation was amended, with addition and removal of provisions, including the amendment to Article 11, Article 14, Article 19, Article 19-1, Article 21-1, Subparagraph 16 of Article 25, Article 34, Article 35, and removal of Article 28 to Article 30 in Chapter VI on 2013.06.20, which came into force after the election of the 12th Board. All other amendments came into force at the resolutions of the Shareholders’ Meeting. The amendment to the Articles of Incorporation on 2014.06.19 became effective at the resolutions of the Shareholders Meeting except Article 18-2 regarding the adoption of the candidate nomination system for the candidates to the seats of Directors, which was effective after the election of the 13th Board of Bank of Kaohsiung.

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Annex 4

Bank of Kaohsiung Co., Ltd. Ethical Corporate Management Best Practice Principles

Adopted in the 15th meeting of the 13th Board of Directors convened on December 20, 2018 Adopted in the 3rd meeting of the 14th Board of Directors convened on March 19, 2021

Article 1 (Purposes of establishment and applicability)

Bank of Kaohsiung Co., Ltd. (“the Company”) establishes these Principles in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and applicable rules, to foster a corporate culture of ethical management and sound development, provide relevant operating procedures and conduct guidelines, proactively prevent unethical conduct, and ensure compliance.

These Principles are applicable to the businesses or legal entities directly or indirectly controlled by the Company.

Article 2 (Prohibition against unethical conduct)

When engaging in commercial activities, any directors, managers, employees and appointees of the Company shall not directly or indirectly offer, promise to offer, request, or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits.

The following acts of unethical conduct shall be handled in accordance with applicable provisions of these Principles:

1. Offering and accepting bribes;

2. Making unlawful political donations;

3. Improper charitable donations or sponsorships;

4. Offering or accepting unreasonable presents or hospitality, or other improper benefits;

5. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights;

6. Engaging in unfair competitive practices;

7. Causing any direct or indirect damage to the rights or interests of customers in the course of providing or selling products and services.

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Parties referred to in the preceding two paragraphs include civil servants, political candidates, political parties or members of political parties, state-run or privately-owned businesses or institutions, and their directors, supervisors, managers, employees, substantial controllers, or other stakeholders.

The Company shall establish the mechanisms for the assessment of the risk of unethical practices pursuant to the unethical practices as stated in paragraph 2 and conduct routine analysis and assessment of the business activities vulnerable to the risk of unethical practices within the scope of business operation basing on which the Company will map out preventive action plan.

Article 3 (Types of benefits)

"Benefits" in these Principles means any valuable things, including money, endowments, commissions, positions, services, preferential treatment, or rebates of any type or in any name. Benefits received or given occasionally in accordance with accepted social customs and that do not adversely affect specific rights and obligations shall be excluded.

Article 4 (Organization and responsibilities)

The directors, managers, employees and appointees of the Company shall exercise the due care of good administrators to urge the Company to prevent unethical conduct, always review the results of the preventive measures, and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies.

For vitalizing ethical corporate management, related functional units of the Company shall work in cooperation with one another to pursue the tasks as stated in paragraph 4 under Article 2. The Secretariat of the Board shall be the designated body responsible for reporting to the Board on the pursuit of ethical corporate management annually.

Article 5 (Regulatory compliance)

The Company shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, TWSE/GTSM listing rules, or

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other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management.

Article 6 (Policies)

The Company shall abide by the operational philosophies of honesty, transparency, and responsibility, adopt policies based on the principle of good faith and obtain approval from the board of directors and establish good corporate governance and risk control and management mechanisms so as to create an operational environment for sustainable development.

Article 7 (Commitment and implementation)

The Company shall demand the Directors and officers with the rank of vice president and higher of the management to declare for compliance with the ethical corporate management policy and also demand that all employees duly observe the ethical corporate management policy as the condition for employment.

The Company shall disclose its ethical corporate management policy in its internal code and externally through the official website and annual report of the Company. The Board and officers with the rank of vice president and - higher of the management shall also pro actively fulfill their commitment to the ethical corporate management policy and properly pursue the policy in internal management and business activities. The Company shall document the ethical corporate management policy, declaration, commitment and pursuit as stated in the preceding 2 paragraphs and keep the documents properly.

Article 8 (Ethical management of commercial activities)

The Company shall engage in commercial activities in a fair and transparent manner based on the principle of ethical management.

Prior to any commercial transactions, the Company shall take into consideration the legality of trading counterparties and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved.

When entering into contracts with trading counterparties, the Company shall include in such contracts terms requiring compliance with its ethical corporate management policies and that in the event the trading

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counterparties are involved in unethical conduct, the Company may at any time terminate or rescind the contracts.

Article 9 (Prohibition against offering and accepting bribes)

When conducting business, the Company and its directors, managers, employees and appointees may not directly or indirectly offer, promise to offer, request, or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders. The Company shall immediately handle any of the aforesaid situations upon receipt of whistle-blowing reports and review relevant matters to reduce the risk of recurrence. The Company shall also report any illegal activities to the judicial authority immediately upon discovery.

Article 10 (Prohibition against unlawful political donations)

When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the Company and its directors, managers, employees and appointees shall comply with the Political Donations Act and its relevant internal operating procedures, and shall not make such donations in exchange for commercial gains or business advantages.

Article 11 (Prohibition against improper charitable donations or sponsorships)

When making or offering donations and sponsorship, the Company and its directors, managers, employees and appointees shall comply with relevant laws and regulations and the Company’s internal operating procedures, and shall not surreptitiously engage in bribery.

The benefits gained from sponsorships shall be definite and reasonable. The Company shall not offer or accept sponsorships to and from trading counterparties or stakeholders.

Article 12 (Prohibition against offering or accepting improper benefits) The Company and its directors, managers, employees and appointees shall comply with these Principles before directly or indirectly offering, accepting, promising to offer, or requesting the improper benefits specified in Article 3, except for the following circumstances:

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• Acts committed due to business needs and according to local etiquette, practices, or customs;

• Social activities that take place occasionally in accordance with accepted social customs and do not adversely affect specific rights and obligations;

• Activities held due to business needs, with the fee payment method, number of participants, class of accommodation, and duration in regard to the aforesaid activities having been specified;

• Participation in folk festivals that are held publicly and welcome the participation of the general public;

• Rewards, relief, condolence payments, or honorariums provided by the management;

• Other circumstances that conform to the rules of the Company or the law of the place of business.

Article 13 (Prohibition against infringement of intellectual property rights) The Company and its directors, managers, employees and appointees shall observe applicable laws and regulations, the Company's internal operating procedures, and contractual provisions concerning intellectual property.

Article 14 (Prohibition against engaging in unfair competitive practices) The Company shall engage in business activities in accordance with applicable competition laws and regulations.

Article 15 (Prohibition against disclosing trade secrets that become known in the course of duties)

The directors, managers, employees and appointees of the Company shall comply with regulations governing confidentiality practices, and shall not disclose to others the Company’s trade secrets that become known to them and inquire about or collect the Company’s trade secrets that are irrelevant to their duties.

Article 16 (Prohibition against insider trading)

The directors, managers, employees and appointees of the Company shall comply with the Securities and Exchange Act and applicable internal regulations. They shall not engage in insider trading with the unpublished information known to them, and shall not disclose such information to

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others, so as to prevent others from engaging in insider trading with the unpublished information.

Article 17 (Prevention of products or services from damaging the rights and interests of customers)

In the course of research and development, provision, or sale of products and services, the Company and its directors, managers, employees and appointees shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, the products and services. They shall also adopt and publish a policy on the protection of the rights and interests of customers, and carry out the policy in operations, with a view to preventing the products and services from directly or indirectly damaging the rights and interests of customers. Where there are sufficient facts to determine that the Company's products or services are likely to jeopardize the rights and interests of customers, the Company shall, in principle, suspend its services or the sale of its products immediately.

Article 18 (Regulatory compliance when conducting business)

The Company’s directors, managers, employees and appointees shall comply with these Principles and applicable laws and regulations when conducting business.

Article 19 (Recusal)

The Company’s directors and managers shall have high self-discipline to prevent the possible risks of unethical conduct resulting from conflicts of interest. When a proposal at a given Board of Directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors of the Company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the Company, the concerned person shall not participate in the discussion or voting on the proposal, and shall recuse himself or herself from the discussion or voting. Moreover, the concerned person shall not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings.

Conflict of interest with the spouse, kindred within the 2nd tier to the

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Directors under the Civil Code or affiliates with control relation to the Directors in matters proposed in the meetings of the Board as mentioned in the preceding paragraph shall be construed as conflict of interest with the Directors concerned.

Directors, managers, employees and appointees shall not seek unjustified - benefits for themselves, spouses, parents, children or their related parties by taking advantage of the function they perform or their capacity of influence.

Article 20 (Accounting and internal control)

Related functional units of the Company shall establish effective accounting system and internal control system for tracking business activities exposed to higher risk of unethical practice within the scope of business operation and review the details at regular intervals for assuring the continued effectiveness of the design and pursuit of the system.

The internal audit unit of the Company shall, based on the results of assessment on the risk of unethical conduct, design relevant audit plans, and examine accordingly the compliance with the Prevention Programs. The internal audit unit may engage a certified public accountant to carry out the audit and may engage professionals to assist if necessary.

The results of examination in the preceding paragraph shall be reported to above executive vice president management and the ethical management dedicated unit and put down in writing in the form of an audit report to be submitted to the board of directors.

Article 21 (Training and appraisal)

The Company shall organize ethics-related training or awareness programs for directors, managers, employees and appointees.

The Company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.

Article 22 (Whistle-blowing system)

The Company shall adopt a concrete whistle-blowing system and

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scrupulously operate the system. The whistle-blowing system shall include at least the following:

1. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow insiders and outsiders to submit reports;

2. Dedicated personnel or unit appointed to handle the whistle-blowing system; any misconduct involving a director or above executive vice president management shall be reported to the independent directors; the categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted;

3. Map out the policies and procedures following the investigation on complaints depending on the severity of the offense, and report to the competent authority or refer to the judiciary where necessary;

4. Recording of case acceptance, investigation processes, investigation results, and relevant documents, as well as retention of such records;

5. Confidentiality of the identity of whistle-blowers and the content of reported cases;

6. Measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistle-blowing;

7. Informant Reward Policy.

In general, anonymous report of complaints will not be accepted. However, if the content of the compliant or the factual account provided is substantive where an investigation is necessary, the case will be accepted for further action.

When any material misconduct or likelihood of material impairment to the Company comes to their awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors in written form.

Article 23 (Disciplinary actions and appeals)

The Company shall comply with applicable personnel regulations of the Company in handling disciplinary actions and appeals regarding violations of the ethical corporate management rules by its personnel.

Article 24 (Information disclosure)

The Company shall continuously promote the ethical management policy

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and disclose the status of implementing ethical corporate management on its official website, annual reports, and prospectuses. It shall also disclose its ethical corporate management best practice principles on the Market Observation Post System.

Article 25 (Review and amendment of these Principles)

The Company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage its directors, managers, employees and appointees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of its ethical management.

Article 26 (Implementation)

These Principles shall be implemented after reviewed by the Audit Committee and approved by the Board of Directors, and shall be reported at a shareholders' meeting. The same procedure shall be followed when these Principles are amended.

In reporting the aforementioned ethical corporate management best practice principles to the Board for discussion, the Company shall consider the opinions of the Independent Directors in its entirety and track the adverse or qualified opinions as minutes of meeting on record. If a specific Independent Director cannot attend the meeting in person but expressed adverse or qualified opinions, such Independent Directors shall present the opinion in writing beforehand and noted as part of the minute of Board meeting on record unless otherwise justifiable.

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Annex 5

Bank of Kaohsiung Co., Ltd.

Rules of Procedures Governing Shareholders’ Meeting

Amended and resolved in the shareholders’ meeting convened on October 24, 1997

Duly resolved in the Bank's Shareholders’ Meeting 2002 convened on June 20, 2002 Duly resolved in the Bank's Shareholders’ Meeting 2006 convened on June 22, 2006 Duly resolved in the Bank's Shareholders’ Meeting 2011 convened on June 16, 2011 Duly resolved in the Bank's Shareholders’ Meeting 2012 convened on June 21, 2012 Duly resolved in the Bank's Shareholders’ Meeting 2014 convened on June 19, 2014 Duly resolved in the Bank's Shareholders’ Meeting 2019 convened on June 20, 2019

• Article 1 In order to establish a good shareholder governance system, improve supervision functions and strengthen management functions of Bank of Kaohsiung Co., Ltd. (hereinafter referred to as the “Bank”); thus pursuant to the provisions in Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Article 11 of the Banking Corporate Governance Code of Practice, the Rules herein is set up.

• Article 2 The Rules of procedure of the shareholders' meeting of the Bank shall be carried out in accordance with the provisions of these Rules, unless otherwise provided in the laws and regulations or the Articles of Association of the Bank.

• Article 3 The shareholders' meeting of the Bank shall be convened by the board of directors, unless otherwise provided in the law. The Bank shall, 30 days before the shareholders' regular meeting, or fifteen days before the shareholders' special meeting, prepare the Notice of shareholders' meeting, the power of attorney, cause and explanation of the agenda of the shareholders' meeting such as the relevant recognition case, the discussion case, the election or the dismissal of the directors, which are produced into an electronic file and transmitted to the Market Observation Post System. 21 days before the shareholders' regular meeting, or 15 days before the shareholders' meeting, the shareholders' special meeting, prepare handbook and the supplementary information of

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the meeting in electronic file, and send them to the Market Observation Post System. Fifteen days before the shareholders' meeting, the handbook of the shareholders' meeting and the supplementary information of the meeting shall be prepared for the shareholders to read and shall be displayed at the company and its share agency, and shall be distributed at the shareholders' meeting.

The notice shall indicate the cause of the convening; its notice may be obtained electronically after being agreed by the counterparty.

Election or dismissal of directors, change of articles of association, dissolution of the company, merger, demerger or the first paragraph of Article 185 of the Company Act, Article 26-1 of the Securities and Exchange Act, and Article 43-6 of the Securities and Exchange Act Should be listed in the cause of the call with the major content explained, and may not be submitted in a extemporary motion; its main content may be placed on the website designated by the competent authority in charge of the securities or the company, and its website address shall be stated in the notice.

Shareholders holding more than one percent of the total number of issued shares may submit a proposal for regular meeting of shareholders of the Bank. However, proposals exceeding one should not be included in the agenda.

The Bank shall announce the acceptance of the shareholders' proposal in writing or electronic way, the place and period for acceptance before the suspension of the stock transfer and before the shareholders' meeting. The acceptance period shall not be less than ten days.

The proposal proposed by the shareholders is limited to 300 words; the proponents of the proposal should attend the shareholders' meeting in person or by entrusting others to the discussion of the proposal.

Except for one of the circumstances of the fourth paragraph of Article 172-1 of the Company Act, the board of directors shall list

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the proposals in the agenda. The fifth item of which shareholder proposal is a proposal to urge the Bank to promote public interest or to fulfill its social responsibilities, the board may still include it in the agenda. The Bank shall notify the proponent shareholders of the results of the processing before the date of the notice of the shareholders' meeting, and shall include the agenda which are in compliance with this provision in the notice of the meeting. For the shareholders' proposals not included in the agenda, the board of directors shall explain the reasons for not being included in at the shareholders' meeting.

• Article 4 Shareholders may, at each shareholder meeting, produce a power of attorney issued by the Bank stating the scope of authorization, entrusting an agent to attend the shareholders' meeting.

• A shareholder may issue only one power of attorney and may authorize only one person, such power of attorney shall be served on the Bank five days before the shareholders' meeting. In the event the power of attorney is repeated, the first service shall prevail, except for the declaration of withdrawal.

• After the power of attorney is delivered to the Bank, the shareholders who intends to attend the shareholders' meeting in person shall notify the cancellation of the authorization two days before the shareholders' meeting. In case of an overdue, the voting right exercised by the entrusted attending the meeting shall prevail.

• Article 5 The place where the shareholders' meeting is convened shall be at the place where the head office of the Bank located or convenient for shareholders to attend, and suitable for holding the meeting, The meeting start time shall not be earlier than 9:00 a.m. or later than 3:00 p.m. For the place and time of the meeting, the opinions of independent directors should be fully taken into account.

• Article 6 The Bank shall have a signature book for the attendance of the agent entrusted by the shareholder or the shareholder (hereinafter referred to as the “shareholder”), or by the attending shareholder to hand in the sign-in card in lieu of a signature.

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The Bank shall deliver the handbook, annual reports, attendance certificates, speech notes, votes and other meeting materials to the shareholders who attend the shareholders' meeting; shareholders to be elected as directors shall be given a ballot.

Shareholders shall attend the shareholders' meeting with the attendance certificate, check-in card or other attendance certificates; the solicitor who is requesting the power of attorney shall carry the identity document for verification.

When government or a juridical person is a shareholder, the representative attending the shareholders' meeting is not limited to one person. When a juridical person is entrusted to the attendance of a shareholders’ meeting, only one representative may be appointed.

Article 7 If the shareholders' meeting is convened by the board of directors, the chairperson of the meeting shall be the chairman of the board of directors. If the chairman of the board of directors is on leave or fails to exercise his or her powers for any reason, he or she shall appoint one of the standing directors to act on his behalf. If the chairman of the board of directors does not appoint a proxy, the standing directors or directors shall elect one agent among each other.

The shareholders' meeting convened by the board of directors shall have more than half of the directors of the board of directors present.

If the shareholders' meeting is convened by other convener other than the board of directors, the convener shall be the chairperson, and if there are more than two conveners, one person shall be elected among each other.

The Bank may assign lawyers, accountants or relevant personnel appointed to attend the shareholders' meeting.

Article 8 The Bank shall record or videotape the entire shareholders' meeting and keep it for at least one year. However, if a shareholder files a lawsuit in accordance with Article 189 of the Company Act, it shall be kept until the end of the lawsuit.

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Article 9 The attendance of a shareholders' meeting shall be based on shares. The number of shares attending is based on the signature book or the sign-in card handed in, and the number of shares in the voting right calculated in writing or electronically.

Upon the meeting, the chairperson shall start the meeting. However, if the shareholders attending do not represent more than half of the total number of shares, the chairman may announce the postponement of the meeting. The number of delays shall be limited to two times, and the total time of the delay shall not exceed one hour. If the second time after the delay, the attending shareholders are still insufficient to represent more than one-third of the total number of issued shares, the chairperson may declare the meeting adjourned.

If the second time of the preceding paragraph is still insufficient and the shareholders representing not more than one-third of the total number of issued shares are present, the chairperson may make a tentative resolution in accordance with the first paragraph of Article 175 of the Company Act, and notify each of the Shareholders of the tantative resolution and another shareholders meeting within one month.

Before the end of the meeting, if the number of shares represented by the shareholders reaches more than half of the total number of issued shares, the chairperson may submit the tentative resolution to the shareholders' meeting for voting according to the provisions of Article 174 of the Company Act.

Article 10 If the shareholders' meeting is convened by the board of

directors, its agenda shall be determined by the board of directors. The meeting shall be conducted according to the scheduled agenda and may not be changed without the resolution of the shareholders' meeting.

If the shareholders' meeting is convened by the convener other than the board of directors, the provisions of the preceding paragraph shall apply mutatis mutandis.

Before the end of the agenda of the first two paragraphs

(including the extemporary motion), the chairperson may not

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declare the meeting over without a resolution; the chairperson violates the rules of procedure and declares the meeting over, other members of the board of directors shall promptly assist the attending shareholders in accordance with the law, and a majority of the shareholders who vote to elect one person to serve as the chairperson and continue the meeting.

The chairperson shall give full explanation and discussion to the proposal and the amendments or extemporary motions proposed by the shareholders. If it is considered to have reached the level of voting, it may be declared to stop the discussion and put a vote.

Article 11 Before an attending shareholder presents his or her speech, it is necessary to first fill in a statement stating the keynote of the speech, the shareholder number (or attendance certificate number) and the name of the account. The chairperson shall determine the order of his speech.

The attending shareholders who have submitted a statement but do not speak are deemed to have not spoken. If the content of the speech is inconsistent with the statement, the content of the speech shall prevail.

Each shareholder of the same proposal shall not speak more than twice without the consent of the chairperson, and may not exceed five minutes at a time. However, if the shareholder speaks in violation of the regulations or exceeds the scope of the issue, the chairperson may stop his speech.

When an attending shareholder presents his or her speech, other shareholders shall not interfere with the speech except with the consent of the chairperson and the speaking shareholder. The chairperson shall stop any such violation. When a jurisdical person as a shareholder appoints two or more representatives to attend the shareholders’ meeting, the same motion may only be addressed by one person. After an attending shareholder presents his or her speech, the chairperson may personally or designate the relevant personnel to reply.

Article 12 Voting of the shareholders' meeting shall be based on the shares. For the resolution of the shareholders' meeting, the number of

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non-voting shares is not included in the total number of issued shares.

Shareholder shall not vote in the event of a meeting that concerns his or her own interests and is harmful to the interests

of the company, and may not act on behalf of other shareholders to exercise their voting rights.

The number of shares in which the voting rights are not exercised in the preceding paragraph shall not be counted in the voting rights of the shareholders present.

Except for the trust business or the stock agency approved by the authority in charge of securities, when one person is entrusted by two or more shareholders at the same time, the voting right of the agent shall not exceed 3 percent of the total voting rights of the issued shares, and the exceeded voting rights shall not be included in.

Article 13 A shareholders has one vote per share; except those who are restricted or have no voting rights listed in paragraph 2, Article 179 of the Company Act.

When the Bank convenes a shareholders' meeting, it shall adopt the electronic method and in writing to exercise its voting rights. When it exercises its voting rights in writing or electronically, its method of exercise shall be stated in the notice of

shareholders' meeting. Shareholders who exercise their voting rights in writing or electronically are deemed present in person at the shareholders' meeting. However, rights are deemed waived for the extemporary motion of the shareholders meeting and the amendment of the original motion.

Where right to vote is exercised in writing or electronically in accordance with the preceding paragraph, such expression shall be sent to the company two days before the meeting, in case of a repetition, the first served shall prevail. However, this provision does not apply if the statement is to revoke the previous expression.

After the shareholders exercise their voting rights in writing or electronically, if they wish to attend the shareholders' meeting in

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person, they shall revoke the expression of the exercise of voting rights in the preceding paragraph in the same manner as the exercise of voting rights two days before the shareholders' meeting; the overdue revocation shall be exercised in writing or electronically. The voting rights shall prevail. If the voting rights are exercised in writing or electronically and the agent is entrusted to attend the shareholders' meeting by proxy, the voting rights of the entrusted agent to attend the meeting shall prevail.

The voting on the resolution, unless otherwise provided in the Company Act and the Articles hereof, shall be approved by a majority of the voting rights of the attending shareholders. The motion is considered passed if the chairperson enquired and all attending shareholders present no objection. The validity is the same as that of voting. In case of objection, such motion shall be voted in accordance with the provisions of the preceding paragraph.

When there is an amendment or an alternative to the same motion, the chairperson shall decide the order of voting together with the original motion. If one of the motions has been passed, the other motions are deemed to be vetoed and no further votes are required.

The scrutineer and the counting person of the voting of the proposal shall be appointed by the chairperson, but the scrutineer shall have the status of a shareholder.

The counting of votes of the shareholders' meeting or the election proposal shall be made public at the shareholders' meeting, and shall be announced on the spot after the completion of the counting of votes, including the number of votes calculated, and shall be recorded.

Article 14 When a shareholders’ meeting elects a director, it shall be

handled according to the relevant selection criteria set by the Bank, and shall announce the results of the election on the spot, including the list of elected members and their number of votes. The election votes for the election referred to in the preceding

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paragraph shall be sealed and signed by the scrutineer and kept in good condition for at least one year. However, if a

• shareholder files a lawsuit in accordance with Article 189 of the Company Act, it shall be kept until the end of the lawsuit.

• Article 15 The resolutions at the shareholders' meeting shall be made into minutes, signed or sealed by the chairperson, and the minutes shall be distributed to the shareholders within 20 days after the meeting.

The production of the proceedings can be made electronically; its distribution may be announced publicly.

The minutes shall be recorded in accordance with the year, month, day, place, chairperson’s name, resolution method, method of the proceedings and the results of the meeting, and shall be kept forever during the duration of the Bank.

• Article 16 The number of shares acquired by the solicitor and the number of shares represented by the entrusted agent shall be clearly disclosed in the shareholders' meeting venue on the day of the shareholders' meeting by using the calculation form in regulated format.

In the event of resolutions of the shareholders' meeting, if there is any material information required by the laws and regulations of Taiwan Stock Exchange., the Company shall transmit the contents to the Market Observation Post System within the specified time.

• Article 17 The conference personnel handling the shareholders' meeting shall wear identification badges or armbands.

• The chairperson must direct the picket or security personnel to help maintain the order of the venue. When the picket or security guard is present to help maintain order, the “picket” badge or identification card should be worn.

If the venue shall have the equipment for sound reinforcement, and if the shareholders do not speak on the equipment

configured by the Bank, the chairman shall stop it.

• If the shareholder violates the rules of procedure and does not obey the chairperson's rectification, and the obstruction of the

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meeting is not stopped, the chairperson may direct the picket or security personnel to request the person to leave the venue. Article 18 When the meeting is held, the chairperson may decide to rest at a discretion. When an irresistible situation occurs, the chairperson may decide to suspend the meeting temporarily and announce the time for the resumption of the meeting as appropriate.

The agenda set by the shareholders' meeting will be held before the end of the proceedings (including the extemporary motion). In the event that the venue for the meeting cannot be used at that time. It is up to the shareholders' meeting to decide to continue the meeting at another venue.

The shareholders' meeting may, in accordance with the provisions of Article 182 of the Company Act, defer or extend the assembly within five days.

Article 19 These Rules shall be implemented after the approval of the shareholders' meeting; the same for modification.

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Annex 6

Bank of Kaohsiung Co., Ltd. Regulations Governing the Election of Directors

Amended and resolved in the shareholders’ meeting convened on October 24, 1997 Duly resolved in the Bank's Shareholders’ Meeting 2002 convened on June 20, 2002 Duly resolved in the Bank's Shareholders’ Meeting 2006 convened on June 22, 2006 Duly resolved in the Bank's Shareholders’ Meeting 2007 convened on June 14, 2007 Duly resolved in the Bank's Shareholders’ Meeting 2011 convened on June 16, 2011 Duly resolved in the Bank's Shareholders’ Meeting 2014 convened on June 19, 2014

Article 1 This set of Regulations is amended pursuant to Article 30 of the “Ethical Corporate Best Practice Principles for Banking Industry” for the fair, just and transparent election of Directors.

• Article 2 The election of Directors at Bank of Kaohsiung shall be governed by this set of Regulations unless the law or the Articles of Incorporation provides otherwise,

• Article 3 The overall establishment of the Board shall be taken into consideration in the election of Directors. Members of the Board shall be disciplined in the knowledge, skill and accomplishment in their assigned duties. They shall be capable of the following:

• Capacity in making judgment in operation.

• Capacity in accounting and financial analysis.

• Capacity in corporate management.

• Capacity in crisis management.

• Industry knowledge.

• International view of market.

• Leadership.

• Decision-making capacity.

Of all the seats of Directors, spouse or kindred within the 2[nd] Tier of the Directors shall not occupy more than half of the total seats of Directors.

The qualification requirements of the Directors for the Bank shall be complying with the requirements in Article 9 of the

“Regulations Governing the Qualification Requirements and Restriction of Part-Time Engagement and Particulars of Compliance for Representatives of Banks.”

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Article 4 Deleted.

Article 5 The Bank adopt the candidate nomination system for the election of Directors. Shareholders shall elect the candidates on the list. The election of Independent Director shall be held simultaneously with the election of Directors. Votes will be counted for the candidates to different seats.

The qualification requirements and appointment of Independent Directors of the Bank shall be in compliance with the “Securities and Exchange Act”, and “Regulations Governing Appointment of Independent Directors and Matters of Compliance for Public Companies.”

Article 6 If specific Directors were relieved from office for whatever reasons and more than 1/3 of the seats of Directors were left vacant, the Bank shall call for a special session of the Shareholders Meeting within 60 days thereafter to hold an election for filling the vacancies.

If the number of seats for Independent Directors falls below the requirement as stated in Paragraph 1 in Article 14-2 in the exception of the Securities and Exchange Act and other rules and regulations including the Criteria for Review for Listing at TWSE, an election should be held to fill the vacancies in the nearest session of the Shareholders Meeting. If a specific Independent Director was relieved from office, a special session of the Shareholders’ Meeting shall be held to elect new Independent Directors to fill the vacancy within 60 days thereafter.

Article 7 The accumulative single voting system is adopted for the election of Directors for the Bank. The holder of each share is entitled to the number of votes equivalent to the seats of Directors to be elected. Shareholders may cast all votes for a particular candidate or split up the votes for various candidates.

Article 8 The Board shall prepare ballots equivalent to the number of seats of Directors to be elected with the inscription on the number of votes allocated for release to the shareholders. The name of the voter may be expressed by the attendance pass number printed on the ballots instead.

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• Article 9 The number of seats for the Directors and Independent Directors of the Bank as stated in the Articles of Incorporation will be the basis of allocation of votes for the election of Directors and Independent Directors. Candidates who won the majority of the votes will be elected to the seats, followed by the candidates winning the second majority of the votes, and so on. If there are more than 2 candidates wining the same number of votes, they shall participate in a lot drawing. The candidate who pick the lot will be elected to the seats. The presiding officer shall act on behalf of the candidates in the lot drawing.

• Article 10 The presiding officer shall appoint several scrutineers and tally clerks, who must also be shareholders, before the commencement of election. They shall perform their assigned duties. The Board shall prepare the ballot box and open the box in public for the inspection of the scrutineers.

• Article 11 If the candidates in the election are also shareholders, voters shall put down the account title and account number in the field of “Candidate” of the ballot. If the candidates are not shareholders, put down the names and identity certification number of the candidates. Where the governments or institutional shareholders may be the candidates to the seats of Directors, put down the name of the government agency or the institutions in the field of Candidate of the ballot. The names of the representatives should also be marked down. If there are several representatives, put down their names one-by-one.

• Article 12 A ballot shall be invalid if any of the following applies:

• The ballot used is not prepared by the Board.

• Blank ballot in the ballot box .

• The handwriting is blurred that cannot be identified or being marked for correction.

• If the candidate is a shareholder, the account title and account number marked on the ballot are not relevant with the record of the shareholders’ roster. If the candidate is not a shareholder, the name and identity certification document number were proved irrelevant.

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• Other wording was marked on the ballot in addition to the account title (name) and account number (identity certification number) of the candidate.

• The name of the candidate marked on the ballot is identical with another shareholder but no account title or identity certification number was marked down for identification.

Article 13 The ballots shall be counted on the scene immediately after balloting. The presiding officer shall announce the result of the vote count on the scene.

• Article 14 The Director Elects and Independent Director Elects will be notified by the Bank in writing.

• Article 15 This set of Regulations shall come into force after passing by the Shareholders’ Meeting. The same procedure is applicable to any amendments thereto.

• The amendment to this set of Regulations on 2014.06.19 shall come into force as passed by the Shareholders Meeting except Article 5 on the candidate nomination system for the election of Independent Directors, which will come into force after the election held by the 13[th] Board for new Directors.

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Annex 7

The Impact of the Present Bonus Share Grant upon the Company's Business Performance and Earnings Per Share (EPS)

Year Description	Year Description	Year Description	2021 （Anticipated）
Paid-in Capital at the beginning of term (Expressed in Thousand NTD) (Note 4)			11,295,577
Fact of dividend, stock distribution this year (Note 1, Note 2)	Cash Dividend per share (NTD)		0.30
	Number of share distributed with earnings converted into capital increase (Share)		0.018
	Number of share per share distributed with capital reserve converted into capital increase(Share)		0.012
Changes in Business Performance	Operating profit		Not Applicable (Note 4)
	Increase (decrease) ratio of business profit compared with the preceding year
	Netprofit after tax
	Increase (decrease) ratio of net profit after-tax compared with the preceding year
	Earningsper share(with Retrospective Adjustment)
	Increase (decrease) ratio of earnings per share compared with the preceding year
	Average annual investment return rate (reciprocal of annual average price-earnings (P/E) ratio)
Pro forma Earnings Per Share (EPS) and price-earnings (P/E) Ratio	In the event that earning converted into capital increase is taken in full for cash dividend in earnings per share (EPS)	Pro forma earnings per share
		Pro forma annual average investment return rate
	Supposing the capital reserve was not converted for capital increase	Pro forma earnings per share
		Pro forma annual average investment return rate
	Supposing the capital reserve and earning were not converted for capital increase with the total taken for distribution of cash dividend	Pro forma earnings per share
		Pro forma annual average investment return rate

Note 1: Include paid-in capital that has completed the change registration $10,809,165 thousands and the reserve for raising capital that has not been changed registration, which is 486,412 thousands.

Note 2: Subject to final resolution in the shareholders' regular meeting 2021.

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• Note 3: Based on reserve for raising capital, after calculating paid in capital 11,295,577 thousands that has completed the change registration in 2021, the preferred stock will not participate in the distribution. In the present distribution, the dividend to shareholders comes to NT$542,187 ,708 , at NT$0.48 to be distributed per share, of which NT$338,867 ,318 to be distributed in cash (NT$0.30 cash dividend per share), and the NT$203,320 ,39 0 balance is to be distributed in stocks (with 18 shares as bonus share grant per every 1,000 shares from retained earnings converted into capital increase), added with the capital reserve converted into capital increase at NT$135,546,920 (with 12 shares as bonus share grant per every 1,000 shares from such capital increase). The shareholders are in the present distribution granted NT$ 0.60 per share, including cash dividends of NT$ 0.30 and stock dividends of NT$ 0.30.

• Note 4: Pursuant to “Regulations Governing the Publication of Financial Forecasts of Public Companies”, the Company is not required to make public the financial forecast for 2021.

Chairman ： President: Chief Accountant:

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