CTBC HOLDING — Proxy Solicitation & Information Statement 2026

May 12, 2026

CTBC HOLDING 中藥傳統金陵

CTBC Financial Holding Co., Ltd.

Notice for the Convention of the 2026 Annual General Meeting

A. Time and location

(a) Date and time: 9:00 AM, June 12, 2026
(b) Location: 3F., Banquet Hall, Grand Hilai Taipei, No. 168, Jingmao 1st Rd., Nangang Dist., Taipei City, Taiwan (R.O.C.)

B. Reasons for convening the meeting

(a) Items to Report

1. 2025 Business Report
2. 2025 Audit Committee Report and communication between the Audit Committee and the Chief Auditor
3. 2025 report on compensation of employees and directors
4. Matters relating to the unsecured corporate bonds issued in 2025

(b) Items for Acceptance

1. 2025 Business Report, Independent Auditors' Report, and Financial Statements
2. 2025 earnings distribution plan

(c) Items for Discussion

1. Amendments to the Assets Acquisition and Disposal Handling Procedure
2. Issuance of the 2026 restricted stock awards

(d) Questions and Motions

C. Other matters that need to be specified

(a) The distributable earnings of 2025 are proposed to be distributed as follows:

1. The Company has issued a total of 333,330,000 preferred shares B and will distribute preferred share B cash dividends totaling NT$931,990,680, calculated at a subscription price of NT$60 per share and a dividend rate of 4.66% per annum. The Company has issued a total of 166,660,000 preferred shares C and will distribute preferred share C cash dividends totaling NT$319,987,200, calculated at a subscription price of NT$60 per share and a dividend rate of 3.2% per annum.
2. As of March 31, 2026, the Company had issued a total of 19,677,816,903 common shares. In consideration of maintaining an adequate capital level and meeting the Company's business expansion needs, it is proposed that a common share cash dividend of NT$2.5 per share, totaling

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CTBC HOLDING
中藥傳統金陵

NT$49,194,542,258, be distributed from the distributable earnings available for common shares of NT$150,919,294,634.

1. Cash dividends on common shares and preferred shares shall be allocated to individual shareholders by rounding down to the nearest NT$1 (decimals are not taken into account), and the sum of all fractional dividends less than NT$1 shall be recognized as other income of the Company.

(b) The Company proposes issuing 2026 restricted stock awards (RSA). The key points of this proposal are as follows:

1. Expected total amount (shares) of issuance: A total of no greater than 50,000,000 new common shares will be issued. The actual number of shares to be issued will be approved by the Board of Directors after the issuance of the RSA is approved at the shareholders’ meeting and by the competent authority.

2. Employee qualifications and allotted shares: This incentive plan is applicable to regular (full-time) employees of the Company or one of its controlling companies or subsidiaries. Employees must remain employed by the Company on the last day of the vesting period (i.e., Dec. 31, 2030) to be eligible. Individuals who hold more than 10% of the Company’s total issued shares are not eligible. Where the Company issues employee stock warrants under paragraph 1 of Article 56-1 of the Regulations Governing the Offering and Issuance of Securities, the cumulative number of shares subscribable by a single employee under the employee stock warrants, in combination with the cumulative number of new restricted employee shares obtained by the single employee, may not exceed 0.3% of the Company’s total issued shares. In addition, the above in combination with the cumulative number of shares subscribable by the single employee under the employee stock warrants issued by the Company under paragraph 1 of Article 56 of the Regulations Governing the Offering and Issuance of Securities, may not exceed 1% of the Company’s total issued shares. The RSA qualifications for employee types 1 and 2 are as follows:

(1) Type 1: Grade 12 and above and employees in special positions.

(2) Type 2: Newly appointed employees in key positions related to important Company strategy and operation in 2026, or employees who proactively propose strategies to achieve goals in the Company’s third five-year plan.

The respective numbers of restricted shares that employees are awarded shall be approved by the Chairman, Audit Committee and Board, taking into consideration allocation principles determined based on factors including grantees’ seniority, ranking, performance, and expected contribution to overall corporate performance objectives. To receive the RSA, employees who are managers and members of the Board of Directors who are employees receive the RSA must receive approval from

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CTBC HOLDING
中國傳統金陵

the Remuneration Committee and the Board.

1. Main points of RSA issuance:

(1) Expected issue price: Grants will be issued free of charge in lieu of a cash bonus.

(2) Vesting conditions: The requirements stipulated in the 2026 Restricted Stock Awards Regulations and a vesting period of five years.

(3) Measures to be taken for employees who do not meet the vesting conditions or in the event of inheritance: Where the vesting conditions are not fulfilled, the restricted shares granted will be forfeited and canceled by the Company; in the case of exceptional events, the Company will proceed as set forth in 2026 Restricted Stock Awards Regulations of the Company.

1. Calculated expense amount, dilution of the Company's earnings per share (EPS), and other matters affecting shareholders' equity: A total of no more than 50,000,000 new common shares will be issued, accounting for approximately 0.25% of the Company's total outstanding shares. If all vesting conditions are met, the pro forma maximum total expense, calculated using the average closing common stock price of NT$52.00 in March 2026, would amount to NT$2.600 billion. Assuming all common shares are granted in October 2026, the annual expenses from 2026 to 2030 would be NT$152.940 million, NT$611.765 million, NT$611.765 million, NT$611.765 million, and NT$611.765 million, respectively. Based on the Company's 19,677,817,000 outstanding shares, the potential impact of the abovementioned expenses on the Company's EPS from 2026 to 2030 is preliminarily estimated at approximately NT$0.005, NT$0.025, NT$0.025, NT$0.025, and NT$0.025, respectively. The potential dilution of the Company's EPS is minimal; therefore, there would be no material impact on shareholders' interests. However, the actual expense amount will be calculated in accordance with the relevant accounting principles, taking into consideration the Company's share price on the issuance date and the best estimation of the achievement of various performance indicators during the vesting period.

2. Granted RSA will be deposited in a stock trust custody account.

(c) A hybrid shareholders' meeting will be convened this year. Shareholders may attend in person or virtually. Shareholders who intend to participate virtually, please refer to the relevant matters for convening hybrid shareholders' meeting in the Chinese version of shareholders' meeting notice.

> Virtual meeting platform:
> The virtual meeting platform of Taiwan Depository & Clearing Corporation
> (https://stockservices.tdcc.com.tw)