FEDS - AGM Information 2015 | FinancialReports.eu

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Minutes of 2015 Annual General Shareholders’ Meeting of Far Eastern Department Stores

Date: Monday, 22 June 2015

Time: 9:00 a.m. Taipei time

Place: Auditorium in the Taipei Hero House

No. 20, Changsha Street, Section 1, Taipei, Taiwan

Shareholders present:

Number of shareholders and shareholder representatives (including e-voting) present: 871 persons.

Total shares (including e-voting) represented by shareholders present: 1,006,815,143 shares, which was 70.358% of total number of outstanding shares 1,430,988,585 shares.

Attendee Directors: Mr. Douglas T. Hsu, Mrs. Nancy Hsu, Mr. Alex Ro, Mrs. Jin Lin Lian, Mr. Edward Yung Do Way, Mr. You Hsin Chien

Attendee Supervisors: Mr. Charles Wang, Mrs. Phiby Chen.

Invited observers:

Certified Public Accountant: Mr. Yu Hong-Bin

Attorney : Mr. Yang Xiao-Bang and Mr. Li Chin-Shu

Chairman: Mr. Douglas T. Hsu, Chairman of the Board of Directors

Recorder: Mr. James Tang

The aggregate shareholding of the shareholders present constituted a quorum. The Chairman called the meeting to order.

The speech of Chairman (omitted)

The speech of invited observers (none)

I. Matters to be Reported:

2014 Messages to shareholders (please refer to P.4-P.11 of handbook for 2015 AGM)
Financial report of 2014 (please refer to P.12-P.26 of handbook for 2015 AGM)
Supervisors’ audit report on 2014 business report and financial statements (please refer to P.27 of handbook for 2015 AGM)

RESOLVED, that the above proposals were approved for reference.

II. Matters to be Approved:

1. To accept the 2014 financial statements.

The Board of Directors proposes and recommends that each shareholder votes FOR the acceptance of 2014 business report and financial statements.

Explanatory Notes:

(1) FEDS’s 2014 financial report, including balance sheet, income statement, statement of changes in shareholders’ equity, and statement of cash flows, has been audited by independent auditors, Mr. Cho, Ming Hsing and Mr. Yu Hong-Bin of Deloitte & Touche (please refer to P.13-P.26), and has been examined by and determined to be correct and accurate by Supervisors of FEDS. We thereby submit this report.
(2) The 2014 business report, independent auditors’ audit report, and the above-mentioned financial statements are attached within “Matters to be reported”.
(3) Please approve the above-mentioned business report and financial statements.

Resolution: the result of voting is as follows:

The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,006,815,143.

voting (including e-voting) was 1,006,815,143.	voting (including e-voting) was 1,006,815,143.
Number of votes (including e-voting)		% of votes represented by the shareholderspresent
Approval	878,005,185	87.2
Disapproval	102,706	0
Invalid	0	0
Abstention votes/No votes	128,707,252	12.8

RESOLVED, that the above proposals be and hereby were approved as proposed.

2. To approve the proposal for the distribution of 2014 surplus earning.

The Board of Directors proposes and recommends that each shareholder votes FOR the distribution of 2014 surplus earning.

Explanatory Notes:

(1) All the closing transactions as of December 31, 2014 have been completely closed, and have been audited by the accounting firm, Deloitte and Touche. We thereby submit the proposal for distribution of 2014 profits:

1. Unappropriated earnings of January 1, 2014
N.T$ 2. Effect
of
retrospective
application
and
retrospective restatement
3. On initial adoption of investment properties,
investment properties are subsequently measured
using the fair value model, and a special reserve
should be appropriated
4. Unappropriated earnings after adjustments of
January 1, 2013 (=1+2-3)
5.other comprehensive income (loss)
6. Unappropriated earnings after adjustments (=4-5)
7. Net Income for the year ended December 31, 2014
8.10% legal reserve (7*10%)
9. Distributable net profit (=6+7-8)

1,443,958,888
529,883,115
(529,883,115)
1,443,958,888
(47,813,966)
1,396,144,922
1,529,064,789
(152,906,479)
2,772,303,232

(2) The earnings available for distribution are allocated as the following:

1. Dividend (60%)	N.T$ 928,513,283
2. Cash bonus to shareholders (33%)	510,682,306
3. Total Distribution	1,439,195,589
Note: To distribute employee bonus of NT$ 61,900,886
and compensation of directors and supervisors
of NT$46,425,664.
(3) Undistributed earnings after distribution	N.T$ 1,333,107,643
(4) The major items of the Distribution of 2014 Dividend`：`
1.Cash dividends to holders of common share
(NT$ 1.0 per share)	N.T$ 1,439,195,589

(5) The distribution of 2014 dividends composes of 2014 surplus earning in priority, and the undistributed profit from 1998 to 2013 in case 2014 surplus earning are insufficient to cover 2014 dividends, and then the undistributed profit before 1998 in case the surplus

earning from 1998 to 2013 are insufficient to cover 2014 dividends.

(6) After being approved at the annual General Shareholders’ meeting (2015), the cash dividends to holders of common share will be distributed on the record date to be determined by Chairman authorized by the Board of Directors. Cash dividends allocated to each shareholder should be calculated to round down to full NT dollar (decimal places should be ignored). The sum of the amount lower than NT$1 paid to each shareholder should be reclassified to other income. According to Article 28-2 of the ROC Securities and Exchange Law and other relevant regulations, the total numbers of common shares outstanding may change, and the ultimate cash to be distributed to each common share may need to be adjusted accordingly. It is proposed that the Board of Directors of FEDS be authorized to adjust the cash to be distributed to each common share based on the total amount of profits resolved to be distributed, the amount of earnings resolved to be capitalized, and the number of actual common shares outstanding on the record date for distribution.
(7) Please approve the above-mentioned proposal for the distribution of 2014 profits.

Resolution: the result of voting is as follows:

The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,006,815,143.

oting (including e-voting) was 1,006,815,143.	oting (including e-voting) was 1,006,815,143.
Number of votes (including e-voting)		% of votes represented by the shareholderspresent
Approval	881,926,165	87.6
Disapproval	115,643	0
Invalid	0	0
Abstention votes/No votes	124,773,335	12.4

RESOLVED, that the above proposals be and hereby were approved as proposed.

III. Discussion and Election

1. Proposal to amend the certain provisions of the Company’s “Articles of Incorporation”.

The Board of Directors proposes and recommends that each shareholder votes FOR the amendments of certain provisions of the Company’s “Articles of Incorporation”.

Please vote. Board of Directors proposes:

Explanatory Notes:

(1) Pursuant to Article 14-4 of the Securities and Exchange Act and pursuant to the rule issued by Financial Supervisory Commission (official letter No. FSC-Fa-10200531121) on 31 December 2013, the Company shall establish an Audit Committee in lieu of a supervisor in a year in which expires the term of the directors and supervisors of a company. The Audit Committee is responsible for execute powers relegated to supervisors in accordance with laws and regulations.
(2) The amended or added provisions are shown in the attached comparison table.
(3) Please approve the proposed resolutions.

Resolution: the result of voting is as follows:

The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,006,815,143.

voting (including e-voting) was 1,006,815,143.	voting (including e-voting) was 1,006,815,143.
Number of votes (including e-voting)		% of votes represented by the shareholderspresent
Approval	881,017,196	87.5
Disapproval	905,331	0.1
Invalid	0	0
Abstention votes/No votes	124,892,616	12.4

RESOLVED, that the above proposals be and hereby were approved as proposed.

Section	Proposed Changes	Current Articles
Article 11	The Shareholders’ Meetings shall be General or Extraordinary Shareholders’ Meetings.： 1. General Shareholders’ Meeting shall be held once a year within 6 months of the end of the Company's financial year. 2.A Special Shareholders’meeting shall be convened in accordance with laws and regulations.	The Shareholders’ Meetings shall be General or Extraordinary Shareholders’ Meetings.： 1. General Shareholders’ Meeting shall be held once a year within 6 months of the end of the Company's financial year. 2.Extraordinary Shareholders’ Meeting shall be convened by the Board of Directors where it thinks necessary, or by way of written request by shareholders who have held continuously the Company's total issued shares for more than 1 year and whose shareholdings are greater than 3% of the Company's issued shares.

			Other than where the Board of Directors has not convened or is unable to convene Shareholders’ Meeting, the Supervisor may also convene Shareholders’Meeting for the benefit of the Company.	Other than where the Board of Directors has not convened or is unable to convene Shareholders’ Meeting, the Supervisor may also convene Shareholders’Meeting for the benefit of the Company.

	Chapter 4 Directors	andManagers	Chapter 4 Directors and Managers	, Supervisors

Article 17	There shall be 7 to 9 Directors of the Company, who are elected and appointed from the persons with legal capacity at the shareholders’ meeting. The total shares number of the registered shares of the Company held by all of the Directors shall be determined according to the provisions of "Rules and Review Procedures for Director and Supervisor Ownership Ratios at Public Companies". Among the directors in the preceding paragraph have three independent directors. In accordance with Article 192-1 of the Company Act, the Company shall adopt a candidate nomination system for election of the directors, and the shareholders shall elect the directors from among the nominees listed in the roster of candidates. Independent and non-independent directors shall be elected at the same time but on separate ballots.		There shall be 7 to 9 Directorsand 2 Supervisorsof the Company, who are elected and appointed from the persons with legal capacity at the shareholders’ meeting. The total shares number of the registered shares of the Company held by all of the Directorsand Supervisorsshall be determined according to the provisions of "Rules and Review Procedures for Director and Supervisor Ownership Ratios at Public Companies". Independent directors shall not be less than two in number and not less than one-fifth of the total number of directors. In accordance with Article 192-1 of the Company Act, the Company shall adopt a candidate nomination system for election of the directors and supervisors, and the shareholders shall elect the directors and supervisors from among the nominees listed in the roster of candidates. Independent and non-independent directorsand supervisorsshall be elected at the same time but on separate ballots.
Article 17-1	Pursuant to Article 14-4 of the Securities and Exchange Act, the		Pursuant to Article 14-4 of the Securities and Exchange Act, the

	Company will establish an Audit Committee. The Audit Committee shall make up of the entire number of independent directors, is responsible of executing powers relegated to supervisors by the Company Act, Securities and Exchange Act and other laws and regulations. The organizing members, exercise of powers and other matters to be abided by the Audit Committee shall follow related laws, regulations or rules or regulation of the Company. The organization regulations of the Audit Committee shall be adopted by the Board of Director.	Company will establish an Audit Committee. The Audit Committee shall make up of the entire number of independent directors, is responsible of executing powers relegated to supervisors by the Company Act, Securities and Exchange Act and other laws and regulations.The Supervisors will cease to function and be dismissed on the date of instituting of the Audit Committee. The organizing members, exercise of powers and other matters to be abided by the Audit Committee shall follow related laws, regulations or rules or regulation of the Company. The organization regulations of the Audit Committee shall be adopted bythe Board of Director.
Article 18	The respective appointments of Directors are for a period of 3 years. They may be reappointed following their re-election.	The respective appointments of Directorsand Supervisors are for a period of 3 years. They may be reappointed following their re-election.
Article 21	(Deleted.)	The Supervisors shall perform their supervising duties in accordance with law; furthermore Supervisors may attend meetings of the Board of Directors and present their views, but may not have voting rights. Supervisors may elect from among them a Resident Supervisor.
Article 22	The remuneration of Directors shall be decided by the Shareholders’ Meeting.	The remuneration of Directorsand Supervisorsshall be decided by the Shareholders’ Meeting.
Article 26	The Board of Directors shall in accordance with law furnish various	The Board of Directors shall in accordance with law furnish various

	documents and statements and their reports shall be submitted for approval at the General Shareholders’ Meeting. The appointment, dismissal and remuneration of the accountants auditing and reviewing the above documents and statements shall be resolved at the meeting of the Board of the Directors.	documents and statementsand forward the same to the Supervisors for review 30 days prior to the General Shareholders’ Meeting, following which the said statements reviewed by the Supervisorsand their reports shall be submitted for approval at the General Shareholders’ Meeting. The appointment, dismissal and remuneration of the accountants auditing and reviewing the above documents and statements shall be resolved at the meeting of the Board of the Directors.
Article 28	Apart from paying all its income taxes in the case where there are profits at the end of the year, the Company shall make up for accumulated losses in past years. Where there is still balance, 10% of which shall be set aside by the Company as legal reserve. Subject to certain business conditions under which the Company may retain a portion, the Company may distribute to the shareholders the remainder after deducting special reserve as required by law together with undistributed profits from previous years in the following manner： a) 60% as share interest, to be distributed based on shareholdings. However in the case of increase in the Company's share capital, unless otherwise stipulated by law, the share interest to be distributed to	Apart from paying all its income taxes in the case where there are profits at the end of the year, the Company shall make up for accumulated losses in past years. Where there is still balance, 10% of which shall be set aside by the Company as legal reserve. Subject to certain business conditions under which the Company may retain a portion, the Company may distribute to the shareholders the remainder after deducting special reserve as required by law together with undistributed profits from previous years in the following manner： a) 60% as share interest, to be distributed based on shareholdings. However in the case of increase in the Company's share capital, unless otherwise stipulated by law, the share interest to be distributed to

		the shareholders of increased shares for the year shall be decided by the shareholders’ meeting; b) 33% as shareholders' bonuses to be distributed based on shareholdings. However in the case of increase in the Company's share capital, the shareholders' bonus to be distributed to the shareholders of increased shares for the year shall be decided by the shareholders’ meeting. c) 4% as employees' bonuses d) 3% as remuneration for Directors, the manner in which it is to be distributed shall be decided by the Board of Directors. In the case of employees' bonuses in the form of stock dividends, the manner in which it is to be distributed shall be decided by the Board of Directors.		the shareholders of increased shares for the year shall be decided by the shareholders’ meeting; b) 33% as shareholders' bonuses to be distributed based on shareholdings. However in the case of increase in the Company's share capital, the shareholders' bonus to be distributed to the shareholders of increased shares for the year shall be decided by the shareholders’ meeting. c) 4% as employees' bonuses d) 3% as remuneration for Directors and Supervisors, the manner in which it is to be distributed shall be decided by the Board of Directors. In the case of employees' bonuses in the form of stock dividends, the manner in which it is to be distributed shall be decided by the Board of Directors.
Article 30		These Articles of Incorporation were drafted on August 2, 1967, and came into effect following its approval by a resolution of the General Shareholders’ Meeting and the competent authorities. Amendments shall take effect following their approval at the Shareholders’ Meetings. Forty-fifth amendment of June 22, 2015		These Articles of Incorporation were drafted on August 2, 1967, and came into effect following its approval by a resolution of the General Shareholders’ Meeting and the competent authorities. Amendments shall take effect following their approval at the Shareholders’ Meetings. Forty-fourth amendment of June 20, 2014

Note *In case of any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.

2. Proposal to amend the certain provisions of the Company’s “Election Procedures of Directors and Supervisors".

The Board of Directors proposes and recommends that each shareholder votes FOR the amendments of certain provisions of the Company’s “Election Procedures of Directors and Supervisors ".

Please vote. Board of Directors proposes:

Explanatory Notes:

(1) In order to co-operate the establishment of an Audit Committee in lieu of a supervisor, we propose to amend Article 1, Article 2, Article 3, Article 8 and Article 13 of the Company’s “Election Procedures of Directors and Supervisors". The amended provisions are shown in the attached comparison table.
(2) Please approve the proposed resolutions.

Resolution: the result of voting is as follows:

The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,006,815,143.

voting (including e-voting) was 1,006,815,143.	voting (including e-voting) was 1,006,815,143.
Number of votes (including e-voting)		% of votes represented by the shareholderspresent
Approval	865,199,675	85.9
Disapproval	164,868	0
Invalid	0	0
Abstention votes/No votes	141,450,600	14.1

RESOLVED, that the above proposals be and hereby were approved as proposed.

Section	Proposed Changes	Current Articles
	Election Procedures of Director	Election Procedures of Directorand Supervisor
Article 1	The election of directors shall be pursued in accordance with the procedures herein.	The election of directors and supervisorsshall be pursued in accordance with the procedures herein.
Article 2	The election of directors adopts the method of accumulated vote-counts. The attendance card number of the voters shall be used on the ballot instead of the name of the voters.	The election of directors and supervisorsadopts the method of accumulated vote-counts. The attendance card number of the voters shall be used on the ballot

The ballots shall be prepared by the board of directors, numbered according to the attendance card numbers and noted with share number represented for voting. Article 3 The election of independent - directors and non independent directors shall be pursued according to the number of position required. The independent directors, and non-independent directors shall be elected at the same election with the number of selectees calculated separately; those candidates receiving more voting rights shall be elected as Directors. If there are more than two candidates obtaining the same number of vote but the number of position offered is limited, a draw shall be made amongst the two candidates to determine. The chairperson shall conduct the drawing for the candidate who is absent.

instead of the name of the voters. The ballots shall be prepared by the board of directors, numbered according to the attendance card numbers and noted with share number represented for voting. The election of directors and supervisors shall be pursued according to the number of position required. The independent directors, non-independent directors and supervisors shall be elected at the same election with the number of selectees calculated separately; those candidates receiving more voting rights shall be elected as Directors. The same applies to the election of Supervisor(s). If there are more than two candidates obtaining the same number of vote but the number of position offered is limited, a draw shall be made amongst the two candidates to determine. The chairperson shall conduct the drawing for the candidate who is absent.

The Company, in accordance with The Company, in accordance with Article 192-1 of the Company Act, Article 192-1 of the Company Act, shall adopt a candidate nomination shall adopt a candidate nomination system for election of the directors system for election of the directors Besides, the qualifications of and supervisors. Besides, the independent directors, independent qualifications of independent condition, and other conditions directors, independent condition, should adhere to the Regulations and other conditions should adhere Governing Appointment of to the Regulations Governing Independent Directors and Appointment of Independent Compliance Matters for Public Directors and Compliance Matters Companies, and other regulation. for Public Companies, and other regulation.

Article 8		The ballot boxes shall be prepared by the Company and publicly checked by the vote monitoring personnel before voting commences.		There shall be one ballot box for director and supervisor elections respectively. The ballot counting shall be pursued separately for the two elections.
Article 13		The elected directors shall be given the election notification by the board of directors.		The elected directors and supervisorsshall be given the election notification by the board of directors.

Note *In case of any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.

3. Proposal to amend the certain provisions of the “Procedures for Acquisition and Disposition of Assets”.

The Board of Directors proposes and recommends that each shareholder votes FOR the amendments of certain provisions of the Company’s “Procedures for Acquisition and Disposition of Assets”.

Please vote. Board of Directors proposes:

Explanatory Notes:

(1) In order to co-operate the establishment of an Audit Committee in lieu of a supervisor, we propose to amend Article 4, Article 8, Article 9-1, Article 10, Article 14 and Article 16 of the Company’s “Procedures for Acquisition and Disposition of Assets ". The amended provisions are shown in the attached comparison table.
(2) Please approve the proposed resolutions.

Resolution: the result of voting is as follows:

The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,006,815,143.

voting (including e-voting) was 1,006,815,143.	voting (including e-voting) was 1,006,815,143.
Number of votes (including e-voting)		% of votes represented by the shareholderspresent
Approval	881,753,559	87.6
Disapproval	168,968	0
Invalid	0	0
Abstention votes/No votes	124,892,616	12.4

RESOLVED, that the above proposals be and hereby were approved as proposed.


Section	Proposed Changes		Current Articles
Article4 1ST paragraph 2nd paragraph 3rd paragraph		Where the approval of the Board of Directors is required in respect of acquisition or disposition of assets pursuant to these Procedures or by virtue of other law, directors' dissents recorded in the meeting minutes or written statements shall also be forwarded by the Company tothe Audit Committee. The Board of Directors shall take into account the opinions of the independent directors and furthermore record in the minutes of such meetings the independent directors' consenting or dissenting opinions and the reasons in holding a meeting discussing the acquisition and disposition of assets as required herein. Any transaction involving major assets or derivatives shall be approved by more than half of all Audit Committee members and submitted to the board of directors for a resolution. If approval of more than half of all Audit Committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the board of directors meeting. The terms"all Audit Committee members" and "all		Where the approval of the Board of Directors is required in respect of acquisition or disposition of assets pursuant to these Procedures or by virtue of other law, directors' dissents recorded in the meeting minutes or written statements shall also be forwarded by the Company tothe Supervisors.In the event that the Company has independent directors, the Board of Directors shall take into account the opinions of the independent directors and furthermore record in the minutes of such meetings the independent directors' consenting or dissenting opinions and the reasons in holding a meeting discussing the acquisition and disposition of assets as required herein.

		directors"shall be counted as the actual number of persons currently holding those positions.
Article8 2)		Related Parties Transaction 2) Evaluation and Procedures The Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements etc., or subscription or redemption of domestic money market funds_,_ the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Audit Committee and then by the board of directors : (a)~(f) omitted (g) Restrictions on this transaction and other key contractual issues. When a matter is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each	Related Parties Transaction 2) Evaluation and Procedures The Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements etc., or subscription or redemption of domestic money market funds_,_ the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by the supervisors: (a)~(f) omitted (g) Restrictions on this transaction and other key contractual issues. Where the position of independent director has been created by the Company, when a matter is submitted for discussion by the board of directors pursuant to the

independent director's preceding paragraph, the opinions. If an independent board of directors shall take director objects to or into full consideration each expresses reservations about independent director's any matter, it shall be opinions. If an independent recorded in the minutes of the director objects to or board of directors meeting. expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. 3) 3) Evaluation of the Fairness of 3) Evaluation of the Fairness of Transaction Costs Transaction Costs (a)~(e) omitted (a)~(e) omitted (f)Where the appraisal results (f)Where the appraisal results pursuant to the preceding pursuant to the preceding items are all lower than the items are all lower than the transaction price, the transaction price, the Company shall undertake the Company shall undertake the following: following: i)With respect to the difference i)With respect to the difference between the transaction price between the transaction price for the real property and the for the real property and the evaluated costs, set aside evaluated costs, set aside special profit/loss reserve, in special profit/loss reserve, in compliance with Article 41(1) compliance with Article 41(1) of the Securities and of the Securities and Exchange Law, which shall Exchange Law, which shall not be distributed or allocated not be distributed or allocated in the form of stock in the form of stock dividends. Where investors of dividends. Where investors of the Company that adopt the the Company that adopt the equity accounting in respect equity accounting in respect of their investments in the of their investments in the Company are public Company are public companies, the investor shall companies, the investor shall set aside special profit/loss set aside special profit/loss reserve for the amount reserve for the amount according to their respective according to their respective

		shareholding; ii)The independent directors shall undertake measures in compliance with Article 218 of the Company Law; iii) The Shareholders’ Meeting shall be informed of measures under items i) and ii) hereinabove, with details of the transaction to be disclosed in the Company's annual report or prospectus. (g)~(h)omitted		shareholding; ii)The Supervisors shall undertake measures in compliance with Article 218 of the Company Law; iii) The Shareholders’ Meeting shall be informed of measures under items i) and ii) hereinabove, with details of the transaction to be disclosed in the Company's annual report or prospectus. (g)~(h)omitted
Article9-1 2nd paragraph		The calculation of transaction amount refer to Article 8 2) shall be done in accordance with Article 12 1) f) herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that havebeen approved by the Audit Committee and then by the board of directors need not be counted toward the transaction amount.		The calculation of transaction amount refer to Article 8 2) shall be done in accordance with Article 12 1) f) herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that havebeen approved by the board of directors and recognized by the supervisors need not be counted toward the transaction amount.
Article10 3)		Acquisition or Disposition of Derivative Products (1) ~ (2) omitted 3) Internal Audit System The Company's internal auditors shall regularly review the appropriateness of internal controls for derivative product trading, and shall on a monthly basis conduct compliance of these Procedures by the Trading Department, with audit reports to be compiled thereafter; where major irregularities are		Acquisition or Disposition of Derivative Products (1) ~ (2) omitted 3) Internal Audit System The Company's internal auditors shall regularly review the appropriateness of internal controls for derivative product trading, and shall on a monthly basis conduct compliance of these Procedures by the Trading Department, with audit reports to be compiled thereafter; where major irregularities are

4)	discovered,the Audit Committee shall be notified by writing. (4) Regular Appraisal and Measures In the Event of Irregularities (a)~(b) omitted (c) The director of the Audit Department shall regularly review the suitability of the existing risk management measures and whether the procedures set out in this Article have been complied with; This person shall furthermore monitor the trades and profits/losses status, and shall take the necessary measures and immediately report to the Board of Directors where irregularities are discovered;The independent directors of the Companyshall attend meetings of the Board of Directors and shall express their opinions. (d) omitted	discovered,all Supervisorsshall be notified by writing. (4) Regular Appraisal and Measures In the Event of Irregularities (a)~(b) omitted (c) The director of the Audit Department shall regularly review the suitability of the existing risk management measures and whether the procedures set out in this Article have been complied with; This person shall furthermore monitor the trades and profits/losses status, and shall take the necessary measures and immediately report to the Board of Directors where irregularities are discovered; where the Company has appointed independent directors, who shall attend meetings of the Board of Directors and shall express their opinions. (d)omitted
Article14 3)	Subsidiaries of the Company shall comply with the following: 3)The subsidiaries of the Company shall on their ownevaluate whether the Procedure of acquisition or disposition of assets formulated by them conform with the provisions of “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”, and the relative matters in respect of the acquisition or disposition of assets conform with the Procedure of acquisition or disposition of assets	Subsidiaries of the Company shall comply with the following: 3)The subsidiaries of the Company shall on their ownexamine whether the Procedure of acquisition or disposition of assets formulated by them conform with the provisions of “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”, and the relative matters in respect of the acquisition or disposition of assets conform with

		formulated by them. The Auditing Office of the Company shall reexamine the self-evaluation reports of the subsidiaries.		the Procedure of acquisition or disposition of assets formulated by them. The Auditing Office of the Company shall reexamine the self-examinationreports of the subsidiaries.
Article16 1ST paragraph 2nd paragraph		Following the approval by the Audit Committee of these Procedures, the same shall be forwarded to the Board of Directors and shall furthermore be submitted for approval at the Shareholders’ Meeting.The same procedure shall apply in the case of amendments. The directors' dissents recorded in the meeting minutes or written statements shall also be forwarded by the Company tothe Audit Committee. Whena matter is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.		Following the approval by the Board of Directors of these Procedures, the same shall be forwarded to the respective Supervisors and shall furthermore be submitted for approval at the Shareholders’ Meeting. The same procedure shall apply in the case of amendments. The directors' dissents recorded in the meeting minutes or written statements shall also be forwarded by the Company tothe Supervisors. Where the position of independent director has been created by the Company, when a matter is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

Note *In case of any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.

4. Proposal to amend the certain provisions of the Company’s “Procedures for Endorsements and Guarantees" and Company’s “Procedures for Lending of Capital to Others".

The Board of Directors proposes and recommends that each shareholder votes FOR the amendments of certain provisions of the Company’s “Procedures for Endorsements and Guarantees" and Company’s “Procedures for Lending of Capital to Others".

Please vote. Board of Directors proposes:

Explanatory Notes:

(1) In order to co-operate the establishment of an Audit Committee in lieu of a supervisor and the practical needs for operation, we propose to amend Article 4, Article 7, Article 9 and Article 11 of the Company’s “Procedures for Endorsements and Guarantees”, and amend Article 2, Article 4, Article 5, Article 6, Article 9 and Article 10 of the Company’s “Procedures for Lending of Capital to Others”. The amended provisions are shown in the attached comparison table.
(2) Please approve the proposed resolutions.

Resolution: the result of voting is as follows:

The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,006,815,143.

voting (including e-voting) was 1,006,815,143.	voting (including e-voting) was 1,006,815,143.
Number of votes (including e-voting)		% of votes represented by the shareholderspresent
Approval	881,738,210	87.6
Disapproval	183,126	0
Invalid	0	0
Abstention votes/No votes	124,893,807	12.4

RESOLVED, that the above proposals be and hereby were approved as proposed.

To amend certain provisions of the Company’s “Procedures for Endorsements and Guarantees ".

Section	Proposed Changes	Current Articles
Article 4 1ST paragraph	Prior to the provision of endorsements or guarantees, the Company's finance department shall carefully evaluate its compliance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies("Regulations"),	Prior to the provision of endorsements or guarantees, the Company's finance department shall carefully evaluate its compliance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies("Regulations"),

2nd paragraph		these Procedures, including the following items and prepare and submit tothe Audit Committee the evaluation report for approval, and the Board of Directors for approval; provided that, due to the time-constraints, the Board of Directors may authorize the Chairman to approve such provision subject to ratification by the Board of Directors in the upcoming meeting: 1) necessity and rationale of the endorsements/guarantees; 2) credit standing and risk evaluation of the party to be secured under such endorsements/guarantees; 3) impact on the Company's operation, financial condition and shareholders' interests; and 4) whether collaterals are required and appraised values of such collaterals. A company that directly and/or indirectly holds more than 90 % of the voting shares in the Company shall follow accordingly to Article 2, paragraph 2 toallow the Audit Committee andallow the Board of Directors to make any endorsements/guarantees to other parties. This, however, does not apply to any company that directly and/or indirectly holds 100% of the votingshares in this company.	these Procedures, including the following items and prepare and submit to the Board of Directors the evaluation report for approval; provided that, due to the time-constraints, the Board of Directors may authorize the Chairman to approve such provision subject to ratification by the Board of Directors in the upcoming meeting: 1) necessity and rationale of the endorsements/guarantees; 2) credit standing and risk evaluation of the party to be secured under such endorsements/guarantees; 3) impact on the Company's operation, financial condition and shareholders' interests; and 4) whether collaterals are required and appraised values of such collaterals. A company that directly and/or indirectly holds more than 90 % of the voting shares in the Company shall follow accordingly to Article 2, paragraph 2 to allow the Board of Directors to make any endorsements/guarantees to other parties. This, however, does not apply to any company that directly and/or indirectly holds 100% of the voting shares in this company.

4th paragraph 5th paragraph 6th paragraph		Where the Company proposes to provide an endorsement and/or guarantees as a result of business transactions which is in conformity with the conditions set out herein but exceed the limit as stipulated above as a result of business needs, it shall require the approval ofthe Audit Committee and the Board of Directors and the joint guarantee by more than half of the Directors in respect of the possible loss incurred by the excessive guarantee, as well as amendment to these Procedures subject to ratification by the Shareholders' Meeting. In the event that the Shareholders' Meeting raises objection, the Company shall formulate a proposal to cancel the excess within stipulated time limit. TheBoard of Directors shall take into account the opinions of the independent directors and furthermore record in the minutes of such meetings the independent directors' consenting or dissenting opinions and the reasons in holding a meeting discussing the conditions above-mentioned, this Procedures or providing endorsements and/or guarantees. Where the parties secured by such endorsements/guarantees fail to comply with these Procedures or the amounts have exceeded the limits		Where the Company proposes to provide an endorsement and/or guarantees as a result of business transactions which is in conformity with the conditions set out herein but exceed the limit as stipulated above as a result of business needs, it shall require the approval of the Board of Directors and the joint guarantee by more than half of the Directors in respect of the possible loss incurred by the excessive guarantee, as well as amendment to these Procedures subject to ratification by the Shareholders' Meeting. In the event that the Shareholders' Meeting raises objection, the Company shall formulate a proposal to cancel the excess within stipulated time limit. In the event that the Company has independent directors, the Board of Directors shall take into account the opinions of the independent directors and furthermore record in the minutes of such meetings the independent directors' consenting or dissenting opinions and the reasons in holding a meeting discussing the conditions above-mentioned, this Procedures or providing endorsements and/or guarantees. Where the parties secured by such endorsements/guarantees fail to comply with these Procedures or the amounts have exceeded the limits

8th paragraph		as a result of changes in the circumstances, the Company shall prepare improvement plans and forward the same tothe Audit Committee.Improvement shall be completed within the time limit stipulated in improvement plans. If approval of more than half of all Audit Committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the board of directors meeting. The terms"all Audit Committee members" and "all directors"shall be counted as the actual number of persons currently holding those positions.	as a result of changes in the circumstances, the Company shall prepare improvement plans and forward the same tothe Supervisors. Improvement shall be completed within the time limit stipulated in improvement plans.
Article 7 1ST paragraph 2nd		The Company's endorsements and guarantees shall be made based on the "Application for Endorsements and/or Guarantees" duly filled by the company requiring the same. The Company shall set up specific files and record detailing the name of the company secured by endorsements/guarantees provided, the relevant amount,the date of approval by the Audit Committee, the date of resolved by the Board or that on which the Chairman had approved, the date of endorsement and guarantee, and matters of due diligence as required under Article 4 (1) herein. The Company's internal audit	The Company's endorsements and guarantees shall be made based on the "Application for Endorsements and/or Guarantees" duly filled by the company requiring the same. The Company shall set up specific files and record detailing the name of the company secured by endorsements/guarantees provided, the relevant amount, the date of resolved by the Board or that on which the Chairman had approved, the date of endorsement and guarantee, and matters of due diligence as required under Article 4 (1) herein. The Company's internal audit

paragraph	department shall conduct at least a quarterly audit of these Procedures and status of implementation and make written records in details. In the event of major irregularities, the internal audit department shall informthe Audit Committee of the samein writing.	department shall conduct at least a quarterly audit of these Procedures and status of implementation and make written records in details. In the event of major irregularities, the internal audit department shall informall Supervisors of the samein writing.
Article 9 2nd paragraph	Subsidiaries of the Company shall on their ownevaluatewhether their procedures in relation to endorsements/guarantees are in compliance with the Regulations and whether endorsements/guarantees provided are in compliance with their procedures. The Company's internal audit department shall review the self-evaluationreports of the said subsidiaries.	Subsidiaries of the Company shall on their ownexaminewhether their procedures in relation to endorsements/guarantees are in compliance with the Regulations and whether endorsements/guarantees provided are in compliance with their procedures. The Company's internal audit department shall review the self-examination reports of the said subsidiaries.
Article 11	These amended Procedures shall be forwarded to Shareholders’ Meeting for approval upon approved by the Audit Committee and resolved by the Board of Directors. Directors' dissents recorded in the meeting minutes or written statements shall also be forwarded by the Company tothe Audit Committee and Shareholders’ Meeting for discussion.	These Procedures shall be forwarded to the Supervisors and Shareholders’Meeting for approval upon resolved by the Board of Directors. Directors' dissents recorded in the meeting minutes or written statements shall also be forwarded by the Company tothe Supervisors and Shareholders’ Meeting for discussion.The same procedure shall also apply to amendments hereof.
		amendments hereof.

Note *In case of any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.

To amend certain provisions of the Company’s “Procedures for Lending Capital to Others".

Others".
Section	Proposed Changes		Current Articles
Article 2 2nd paragraph 4th paragraph		The total amount of loans extended by the Company to the Business Partners shall not exceed ten percent (10%) oftheLatest Net Worth of the Company.The amount of loans extended by the Company to the Business Partners shall not exceed the total amount involved in the business transactions between both parties. Total amount involved in the business transactions refers to the value represented by orders placed, sales or transactions contemplated by the parties in the most recent year. The total amount and individual amount of loans extended by the Company to any overseas subsidiary seeking short-term financing, over which the Company owns directly or indirectly 100% voting shares, shall be in accordance with lender’s “Procedures for Lending Capital to Others".		The amount of loans extended by the Company to the Business Partners shall not exceed the total amount involved in the business transactions between both parties. Total amount involved in the business transactions refers to the value represented by orders placed, sales or transactions contemplated by the parties in the most recent year. The cumulative amount of loans extended by the Company to any overseas subsidiary seeking short-term financing, over which the Company owns directly or indirectly 100% voting shares, shall not exceed twenty percent (40%) of the Latest Net Worth of the Company.
		“Procedures for
		Others".
Article 4 1st paragraph		When handling a loan by the Company, the Borrowers are required to present requisite financial information and the application to the Company's finance department for limits of loans. The finance department shall evaluate such application in accordance with the Regulations GoverningLoaning		When handling a loan by the Company, the Borrowers are required to present requisite financial information and the application to the Company's finance department for limits of loans. The finance department shall evaluate such application in accordance with the Regulations GoverningLoaning

6th paragraph 7th paragraph		of Funds and Making of Endorsements/Guarantees (“Regulations”) as well as these Procedures including the following items and prepare and submit tothe Audit Committee the evaluation report for approval and the Board of Directors for approval without authorizing any other persons to undertake the above-mentioned procedure: 1) necessity and rationale of the loan; 2) the Borrowers' credit standing and risk evaluation; 3) impact on the Company's operation, financial condition and shareholders' interests 4) whether collaterals are required and appraised values of such collaterals. TheBoard of Directors shall take into account the opinions of the independent directors and furthermore record in the minutes of such meetings the independent directors' consenting or dissenting opinions and the reasons in holding a meeting discussing these Procedures or extending loans hereunder. Where the balance of loans has exceeded the limits, or the Borrower fails to comply with these		of Funds and Making of Endorsements/Guarantees (“Regulations”) as well as these Procedures including the following items and prepare and submit to the Board of Directors the evaluation report for approval without authorizing any other persons to undertake the above-mentioned procedure: 1) necessity and rationale of the loan; 2) the Borrowers' credit standing and risk evaluation; 3) impact on the Company's operation, financial condition and shareholders' interests 4) whether collaterals are required and appraised values of such collaterals. In the event that the Company has independent directors, theBoard of Directors shall take into account the opinions of the independent directors and furthermore record in the minutes of such meetings the independent directors' consenting or dissenting opinions and the reasons in holding a meeting discussing these Procedures or extending loans hereunder. Where the balance of loans has exceeded the limits, or the Borrower fails to comply with these

8th paragraph		Procedures, as a result of changes in the circumstances, the Company shall prepare improvement plans and forward the sameto the Audit Committee.Improvement shall be completed within the time limit stipulated in improvement plans. If approval of more than half of all Audit Committee members as required is not obtained, the procedures may be implemented if approved by more than two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the board of directors meeting. The terms"all Audit Committee members" and "all directors"shall be counted as the actual number of persons currently holding those positions.		Procedures, as a result of changes in the circumstances, the Company shall prepare improvement plans and forward the sameto the Supervisors. Improvement shall be completed within the time limit stipulated in improvement plans.
Article 5 3rd paragraph		Interest for short term financing shall be calculated on a negotiated rate basis which rate is subject to adjustment depending on the costs of fund of the Company. Adjustments in interest rate shall be implemented after the finance department has submitted the application to the General Manager for approval. Interest receivableshall be settled on a negotiated periodical basis.		Interest for short term financing shall be calculated on afloatingrate basis which rate is subject to adjustment depending on the costs of fund of the Company. Adjustments in interest rate shall be implemented after the finance department has submitted the application to the General Manager for approval. Interest receivableshall be settled once a month.
Article 6 1st paragraph		The Company shall maintain accounts books for loan extension setting out in details the subjects of loans, their amount,the date of approval by the Audit Committee, date of approval bythe Board of		The Company shall maintain accounts books for loan extension setting out in details the subjects of loans, their amount, date of approval by the Board of Directors, loan drawdown date and results of

2nd paragraph		Directors, loan drawdown date and results of evaluation as required under Article 4 (1) above. The Company's internal audit department shall conduct at least a quarterly audit of these Procedures and status of implementation and make written records in details. In the event of major irregularities, the internal audit department shall inform the Audit Committee of the same.		evaluation as required under Article 4 (1) above. The Company's internal audit department shall conduct at least a quarterly audit of these Procedures and status of implementation and make written records in details. In the event of major irregularities, the internal audit department shall inform all Supervisorsof the same.
Article 9 2nd paragraph		Subsidiaries of the Company shall on their ownevaluatewhether their procedures in relation to capital of lending to others are in compliance with the Regulations and whether their loans extended to others are in compliance with their procedures. The Company's internal audit department shall review theself- evaluation reports of the said subsidiaries.		Subsidiaries of the Company shall on their ownexaminewhether their procedures in relation to capital of lending to others are in compliance with the Regulations and whether their loans extended to others are in compliance with their procedures. The Company's internal audit department shall review the self-examinationreports of the said subsidiaries.
Article 10		These amended Procedures shall be forwarded to Shareholders’ Meeting for approval upon approved by the Audit Committee and then resolved by the Board of Directors. Directors' dissents recorded in the meeting minutes or written statements shall also be forwarded by the Company tothe Audit Committee and Shareholders’ Meeting for discussion.		These Procedures shall be forwarded to the Supervisors and Shareholders’Meeting for approval upon resolved by the Board of Directors. Directors' dissents recorded in the meeting minutes or written statements shall also be forwarded by the Company tothe Supervisors and Shareholders’ Meeting for discussion. The same procedure shall also apply to amendments hereof.

Note *In case of any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.

5. Proposal to re-elect the Company’s Directors.

The Board of Directors proposes and recommends that each shareholder votes FOR the re-election of the Company’s Directors.

Please vote. Board of Directors proposes:

Explanatory Notes:

(1) Pursuant to the Article 17 of the Company’s Articles of Incorporation, the Company shall adopt a candidate nomination system for election of the Independent Directors, and the shareholders shall elect the Directors from among the nominees listed in the slate of the Director candidates.
(2) The Company’s Directors of 16[th] term will expire on June 21, 2015. Therefore, the Directors shall re-elect in the general shareholders’ meeting in 2015 in accordance with Article 18 of the Company’s Articles of Incorporation. After the re-election of Directors including three Independent Directors in the general shareholders’ meeting in 2015, the respective appointments of Directors and Independent Directors will be from June 22, 2015 to June 21, 2018, and be for a period of 3 years.
(3) Pursuant to the Article 192-1 of the Company Law and relative provisions, these nine Director candidates including three Independent Directors candidates reviewed and approved by the 13[th] meeting of 16[th] term of Board of Directors on May 12, 2015 are shown in the following table.
(4) Please elect.

Election result:

4)Please elect. lection result:
Title.	Shareholder Number/ID	Name.	Votes Received.
Director	000008	Douglas Tong Hsu	1,036,306,099
Director	136279	Nancy Hsu, Representative of Ding & Ding Management Consultants Co.	951,579,239
Director	000010	Nicole Hsu, Representative of Far Eastern New Century Corporation	843,265,372
Director	000010	Yvonne Li, Representative of Far Eastern New Century Corporation	794,323,799
Director	111468	Philby Chen, Representative of Yue-Li Investment Corporation	788,103,900
Director	005757	Jin Lin Liang, Representative of Asia Cement Corporation	776,323,269
Independent Director	R10006****	CHIEN YOU HSIN	739,191,970
Independent Director	A10214****	EDWARD YUNG DO WAY	729,928,580
Independent Director	Q10022****	Raymond R. M. Tai	702,870,336

The Slate of Candidates

Title	Name	Education	Experience	Current Position	Shareholding	Legal Entity Represent and its Shareholding
Director	Douglas Tong Hsu	Honor Ph.D. in Management, National Chiao Tung University, Taiwan	1. Chairman, Far Eastern Department Stores Ltd. Far Eastern New Century Co. Ltd. Asia Cement Corporation Far EasTone Telecommunications Co. Ltd. Oriental Union Chemical Corporation U-Ming Marine Transport Corp. 2. Vice-Chairman, Far Eastern International Bank	1. Chairman, Far Eastern Department Stores Ltd. Far Eastern New Century Co. Ltd. Asia Cement Corporation Far EasTone Telecommunications Co. Ltd. Oriental Union Chemical Corporation U-Ming Marine Transport Corp. 2. Vice-Chairman, Far Eastern International Bank	1,779,835	-
Director	Nancy Hsu	Department of Fashion Design, Shih Chien University, Taiwan	1. Far Eastern Department Stores Ltd., Director President 2. Chairman, Advertising Agency Co., Ltd. Ya Tung Department Stores Ltd. Bai Yang Investment Co., Ltd. Far Eastern Hon Li Do Co., Ltd. Far Eastern City Super Co. Ltd. Bai Fa China Holding (HK) Limited, Pacific (China) Investment Co., Ltd.	1. Far Eastern Department Stores Ltd., Director President 2. Chairman, Advertising Agency Co., Ltd. Ya Tung Department Stores Ltd. Bai Yang Investment Co., Ltd. Far Eastern Hon Li Do Co., Ltd. Far Eastern City Super Co. Ltd. Bai Fa China Holding (HK) Limited, Pacific (China) Investment Co., Ltd.	1,173,788	Ding Ding Management Consultant Corporation 73,009

Title	Name	Education	Experience	Current Position	Legal Entity Represent and its Shareholding
Director	Nicole Hsu	Bachelor, major in Fine Arts in Interior Design, New York School of Interior Design,USA	1. Director, Far Eastern Department Stores Ltd., 2.Senior Designer,Saladino Group, Inc., New York	Director, Far Eastern Department Stores Ltd.	Far Eastern New Century Co., Ltd. 241,769,702
Director	Yvonne Li	Master, Major in Accounting, University of Illinois at Urbana-Champaign , USA	1. Far EasTone Telecommunications Co. Ltd., President, CCO CFO 2. Vice President, CitiBank.	1.Far Eastern Info Service (Holding)Ltd., Chairman President 2. Chairman, Far Eastern Tech-Info (Shanghai) Ltd. Arcoa Communication Co., Ltd. Qware Communications Co., Ltd. Far Eastern Electronic Commerce Co., Ltd. 3.President,Far EasTone Telecommunications Co. Ltd.	Far Eastern New Century Co., Ltd. 241,769,702
Director	Jin Lin Liang	Master, Major in Mass Communication, Illinoi State University, USA	1. Director, Far Eastern Department Stores Ltd. 2. President, Ding Ding Integrated Marketing Services Ltd. 3.Director, Far Eastern Electronic Commerce Co., Ltd. 4. Executive Director, Yuan Ding Tech-info (Shanghai) Ltd. 5. Chairman, Yuan Hsin Digital Co., Ltd.	1. Director, Far Eastern Department Stores Ltd. 2. President, Ding Ding Integrated Marketing Services Ltd. 3.Director, Far Eastern Electronic Commerce Co., Ltd. 4. Executive Director, Yuan Ding Tech-info (Shanghai) Ltd. 5. Chairman, Yuan Hsin Digital Co., Ltd.	Asia Cement Corporation , 80,052,950

Title	Name	Education	Experience	Current Position	Shareholding	Legal Entity Represent and its Shareholding
Director	Philby Lee	Bachelor, Department of Accounting, Arizona State University, USA	1. Director, Far Eastern Department Stores Ltd. 2. Chairman, Far Eastern Big City Shopping Malls Co., Ltd.	1. Supervisor, Far Eastern Department Stores Ltd., 2. Director, Pacific (China) Investment Co., Ltd. 3. Chairman, Far Eastern Big City Shopping Malls Co., Ltd. 4. CEO, Far Eastern Retail Business Development HQ.	76,483	Yue Li Investment Corporation, 1,769,001
Independent Director	EDWARD YUNG DO WAY	MBA, University of Georgia, USA	1. Deloitte Taiwan Managing Partner & CEO Director, Deloitte Global Board Director, Deloitte Greater China Board 2. Director, The Child Welfare League Foundation 3.Chairman, United Way of Taiwan, R.O.C.	1. Chairman, Yong Qin Xing Ye Limited Co. 2. Independent Director, Apex Biotechnology Corp. Synnex Technology International Corp. Taiwan Cement Corp. 3. Supervisor, Sercomm Corp. Chilisin Electronics Corp. Iron Force Industrial Co., Ltd. 4. Director, Vanguard International Semiconductor Corp. MiTAC Holdings Corp. Wowprime Corp.	0	-

Title	Name	Education	Experience	Current Position	Shareholding	Legal Entity Represent and its Shareholding
Independent Director	CHIEN YOU HSIN	Ph.D., Aeronautics and Astronautics, New York University, USA.	1. The first Minister, Department of the Environmental Protection Administration, Executive Yuan, R.O.C. (Taiwan) 2. Minister, Ministry of Transportation and Communications 3. Minister, Ministry of Foreign Affairs 4. Senior Advisor, National Security Council 5. Representative, Taipei Representative Office in the U.K. 6. National Policy Advisor, Office of the President, R.O.C. (Taiwan) 7. Deputy Secretary General , Office of the President, R.O.C. (Taiwan) 8. Legislator, Legislative Yuan (Member of Parliament) 9. Chairman, International Cooperation and Development Fund 10. Professor and Dean, College of Engineering, Tamkang University	1. Chairman, Taiwan Institute for Sustainable Energy 2. Chairman, Telecommunication & Transportation Foundation 3. Chairman, Taiwan Institute for Climate change and Energy 4. Independent Director, Eva Airways Corporation	0	-

6. Proposal to lift the restriction on non-competition of the Company’s directors as defined in Article 209 of the Company Law.

The Board of Directors proposes and recommends that each shareholder votes FOR lifting the restriction on non-competition of directors as defined in Article 209 of the Company Law.

Please vote. Board of Directors proposes:

Explanatory Notes:

(1) According to Paragraph 1 of Article 209 of the Company Law, a director who performs any act for himself or on behalf of another person that is within the scope of the company's business shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
(2) As the Company’s new directors might have invested in or managed other companies engaged in the business identical with or similar to the Company’s and assumed the position of director or manager in the companies, we hereby ask the shareholders’ meeting to approve the relief of the Company’s restrictions on the non-competition of new directors and their representatives in accordance with Article 209 of the Company Law.
(3) Please approve the proposed resolutions.

Resolution: the result of voting is as follows:

The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,006,815,143.

voting (including e-voting) was 1,006,815,143.	voting (including e-voting) was 1,006,815,143.
Number of votes (including e-voting)		% of votes represented by the shareholderspresent
Approval	834,770,624	82.9
Disapproval	366,295	0
Invalid	0	0
Abstention votes/No votes	171,678,224	17.1

RESOLVED, that the above proposals be and hereby were approved as proposed.

To lift the restriction on non-competition of the Company’s directors

Title	Name	Title and Competition Company	Major Business Scope
Director	Douglas Tong Hsu	Chairman Far Eastern Ai Mai Co., Ltd. FEDS Asia Pacific Development Co., Ltd. FEDS New Century Development Co., Ltd. Director Pacific Sogo Department Stores Co., Ltd. Ya Tung Department Stores Ltd. Far Eastern CitySuper Co. Ltd.	Retail and wholesale.
Director	Nancy Hsu, Representative of Ding Ding Management Consultant Corporation	Chairman Ya Tung Department Stores Ltd. Far Eastern City Super Co. Ltd. Director Far Eastern Ai Mai Co., Ltd. FEDS Asia Pacific Development Co., Ltd. FEDS New CenturyDevelopment Co.,Ltd.	Retail and wholesale.
Director	Yvonne Li, Representative of Far Eastern New Century Co.,Ltd.	Chairman, Far Eastern Electronic Commerce Co., Ltd. Director, Pacific Sogo Department Stores Co., Ltd.	Retail and wholesale.
Director	Jin Lin Liang, Representative of Asia Cement Corporation	Director, Far Eastern Electronic Commerce Co., Ltd.	Retail and wholesale.
Director	Philby Lee, Representative of Yue Li Investment Corporation.	Chairman, Far Eastern Big City Shopping Malls Co., Ltd.	Retail and wholesale.
Independent Director	EDWARD YUNG DO WAY	Director, Wowprime Corp.	Retail and wholesale.

IV. Extemporary motion

None.

V. Motion to Adjourn

FAR EASTERN DEPARTMENT STORES, LTD. CONSOLIDATED BALANCE SHEETS (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss - current Available-for-sale financial assets - current Debt investments with no active market - current Notes receivable Trade receivables Trade receivables from related parties Other receivables Current tax assets Inventories Prepayments Non-current assets held for sale Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current Available-for-sale financial assets - non-current Financial assets measured at cost - non-current Debt investments with no active market - non-current Investments accounted for using the equity method Property, plant and equipment Investment properties Intangible assets Deferred tax assets Prepaid pension costs Long-term prepayments for lease Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings Short-term bills payable Notes payable Trade payables Trade payables and notes payable to related parties Other payables Current tax liabilities Provisions - current Deferred revenue - current Advance receipts Current portion of bonds payable Current portion of long-term borrowings Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable Long-term borrowings Provisions - non-current Accrued pension liabilities Deferred tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY Share capital Common shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL		December 31, 2014 Amount % $ 10,952,918 10 290,895 - 487,231 - 1,204,317 1 2,410 - 527,659 1 191,931 - 1,508,732 1 200,615 - 2,870,727 3 975,457 1 115 - 102,260 - 19,315,267 17 - - 4,989,668 4 783,652 1 125,000 - 9,546,534 9 47,426,385 43 9,667,344 9 7,226,592 6 926,328 1 185,519 - 9,472,460 8 1,954,939 2 92,304,421 83 $ 111,619,688 100 $ 6,674,285 6 2,991,683 3 63,303 - 17,601,054 16 153,238 - 5,495,103 5 512,116 - 4,135 - 65,656 - 7,829,288 7 1,000,000 1 1,764,429 2 265,157 - 44,419,447 40 992,560 1 21,548,341 19 31,222 - 573,998 - 1,729,061 2 2,878,845 3 27,754,027 25 72,173,474 65 14,391,956 13 3,498,252 3 2,575,473 2 2,461,168 2 2,925,210 3 7,961,851 7 5,900,851 5 (97,110) - 31,655,800 28 7,790,414 7 39,446,214 35 $ 111,619,688 100		December 31, 2013 (Restated) Amount % $ 13,221,405 12 239,974 - 552,555 - 437,497 - 28,119 - 766,445 1 57,302 - 1,779,487 2 418,064 - 2,976,244 3 1,090,656 1 377 - 83,987 - 21,652,112 19 - - 4,986,339 4 776,374 1 521,897 1 9,050,368 8 52,166,888 46 3,070,495 3 7,715,184 7 940,225 1 222,285 - 9,464,677 8 1,920,123 2 90,834,855 81 $ 112,486,967 100 $ 7,462,340 7 3,047,306 3 159,194 - 17,693,401 16 151,909 - 5,252,331 5 401,874 - 4,135 - 101,136 - 7,720,500 7 2,493,512 2 1,445,159 1 252,891 - 46,185,688 41 1,990,702 2 21,841,434 19 30,483 - 547,479 1 1,608,841 1 2,841,682 3 28,860,621 26 75,046,309 67 14,109,761 13 3,498,174 3 2,358,917 2 1,931,285 2 4,095,216 3 8,385,418 7 3,659,643 3 (97,110) - 29,555,886 26 7,884,772 7 37,440,658 33 $ 112,486,967 100		January 1, 2013 (Restated)
						Amount % $ 16,794,103 14 361,327 - 511,192 1 1,008,193 1 31,195 - 1,470,752 1 50,977 - 492,525 - 291,016 - 3,160,935 3 1,164,771 1 - - 70,694 - 25,407,680 21 1,013,913 1 5,468,512 5 718,583 1 632,667 - 8,811,079 7 52,946,768 45 3,043,814 3 7,711,555 6 1,131,574 1 222,666 - 9,837,349 8 1,902,572 2 93,441,052 79 $ 118,848,732 100 $ 9,613,446 8 4,648,862 4 198,522 - 18,687,359 16 170,962 - 8,439,193 7 563,223 1 16,351 - 63,770 - 7,449,114 6 1,200,000 1 1,600,000 1 168,630 - 52,819,432 44 3,454,937 3 21,992,207 19 30,213 - 545,253 1 1,549,219 1 2,710,010 2 30,281,839 26 83,101,271 70 13,698,797 12 3,498,174 3 2,189,631 2 1,931,285 1 3,596,568 3 7,717,484 6 3,773,795 3 (97,110) - 28,591,140 24 7,156,321 6 35,747,461 30 $ 118,848,732 100

(With Deloitte & Touche audit report dated March 25, 2015)

FAR EASTERN DEPARTMENT STORES, LTD. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE OPERATING COSTS GROSS PROFIT OPERATING EXPENSES Selling and marketing expenses General and administrative expenses Total operating expenses OPERATING PROFIT NON-OPERATING INCOME AND EXPENSES Other income Other gains and losses Finance costs Share of the profit or loss of associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS), NET Exchange differences on translating foreign operations Unrealized loss on available-for-sale financial assets Revaluation gain Actuarial loss arising from defined benefit plans Share of other comprehensive income (loss) of associates Income tax relating to components of other comprehensive income		For the Years Ended December 31	For the Years Ended December 31	For the Years Ended December 31
		2014 Amount % $ 45,928,793 100 22,719,427 50 23,209,366 50 1,218,973 3 18,661,878 40 19,880,851 43 3,328,515 7 369,884 1 (276,669) (1) (465,191) (1) 133,261 - (238,715) (1) 3,089,800 6 925,311 2 2,164,489 4 48,411 - (61,995) - 2,328,026 5 (65,763) - 89,552 - (146,294) -		2013 (Restated)
				Amount % $ 46,754,377 100 23,779,290 51 22,975,087 49 1,382,355 3 18,839,954 40 20,222,309 43 2,752,778 6 356,490 1 1,263,732 3 (508,253) (1) 228,035 - 1,340,004 3 4,092,782 9 1,052,064 3 3,040,718 6 114,431 - (111,661) - - - (8,943) - (83,622) - 1,345 -

(Continued)

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owner of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owner of the Company Non-controlling interests EARNINGS PER SHARE Basic Diluted		For the Years Ended December 31	For the Years Ended December 31	For the Years Ended December 31
		2014 Amount % $ 2,191,937 5 $ 4,356,426 9 $ 1,529,065 3 635,424 1 $ 2,164,489 4 $ 3,722,459 8 633,967 1 $ 4,356,426 9 $1.07 $1.07		2013 (Restated)
				Amount % $ (88,450) - $ 2,952,268 6 $ 2,185,839 4 854,879 2 $ 3,040,718 6 $ 2,066,076 4 886,192 2 $ 2,952,268 6 $1.53 $1.52

(With Deloitte & Touche audit report dated March 25, 2015) (Concluded)

FAR EASTERN DEPARTMENT STORES, LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

	Equity Attributable to Owners of the Company	Equity Attributable to Owners of the Company
Share Capital Capital Surplus $ 13,698,797 $ 3,498,174 - - 13,698,797 3,498,174 - - - - - - 410,964 - - - - - - - - - 14,109,761 3,498,174 - - - - - - - - 282,195 - - 78 - - - - $ 14,391,956 $ 3,498,252	Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 2,189,631 $ 1,931,285 $ 3,086,960 - - 509,608 2,189,631 1,931,285 3,596,568 169,286 - (169,286 ) - - (1,095,903 ) - - - - - (410,964 ) - - (2,011 ) - - (3,416 ) - - 2,185,839 - - (5,611) 2,358,917 1,931,285 4,095,216 - 529,883 (529,883 ) 216,556 - (216,556 ) - - (1,622,623 ) - - - - - (282,195 ) - - - - - 1,529,065 - - (47,814) $ 2,575,473 $ 2,461,168 $ 2,925,210		Other Equity
		Exchange Differences on Unrealized Translating (Loss) Gain on Foreign Available-for-sale Operations Financial Assets $ (71,679 ) $ 3,845,474 - - (71,679 ) 3,845,474 - - - - - - - - - - - - - - 81,935 (196,087) 10,256 3,649,387 - - - - - - - - - - - - - - 60,743 9,495 $ 70,999 $ 3,658,882	Unrealized Revaluation Treasury Shares Surplus $ - $ (97,110 ) - - - (97,110 ) - - - - - - - - - - - - - - - - - (97,110 ) - - - - - - - - - - - - - - 2,170,970 - $ 2,170,970 $ (97,110)

FAR EASTERN DEPARTMENT STORES, LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

FAR EASTERN DEPARTMENT STORES, LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Allowance (reversal of allowance) for impairment loss on receivables Net gain on financial assets or liabilities at fair value through profit or loss Gain on disposal of non-current assets held for sale Finance costs Impairment loss on financial assets Loss (gain) on change in fair value of investment properties Reversal of provisions Amortization of prepayments Amortization of prepayments for lease (Reversal of unrealized purchase discounts) unrealized purchase discounts Reversal of deferred revenue Share of the profit of associates Interest income Dividend income Loss on disposal of property, plant and equipment Loss on disposal of intangible assets Gain on disposal of investments Unrealized loss on physical inventory and slow-moving inventories Impairment loss recognized on intangible assets Impairment loss recognized on property, plant and equipment Net changes in operating assets and liabilities Financial assets held for trading Notes receivable Trade receivables Trade receivables and notes receivable from related parties Other receivables Inventories Prepayments Other current assets Prepaid pension costs Notes payable Trade payables Trade payables and notes payable from related parties Other payables Advance receipts Deferred revenue Accrued pension liabilities Other current liabilities		For the Years Ended December 31
		2014 $ 3,089,800 2,951,638 28,907 (3,321) (46,651) (316) 465,191 2,055 21,931 - 14,145 321,773 (11,617) (101,136) (133,261) (101,762) (268,122) 18,330 - - 13,041 495,605 4,637 (4,270) 25,709 276,947 (134,629) 173,061 104,093 115,264 (18,273) 5,294 (95,891) (92,347) 1,329 (448,737) $ 383,519 65,656 26,519 12,266	2013 (Restated) $ 4,092,782 2,934,424 24,630 8,518 (33,996) - 508,253 1,027 (26,681) (12,216) 13,798 256,752 4,941 (63,770) (228,035) (120,037) (236,453) 41,902 3,256 (386,986) 14,217 - - 1,169,262 3,076 698,025 (6,325) (6,519) 165,533 73,263 (13,293) 5,412 (39,328) (993,958) (19,053) (2,032,521) $ 541,336 101,136 (11,748) 84,261

(Continued)

[39]

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
Cash generated from operations Interest paid Interest received Dividends received Income tax returned Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds on sale of available-for-sale financial assets (Increase) decrease in debt investments with no active market Purchase of financial assets measured at cost Purchase of investments accounted for using the equity method Decrease in prepaid long-term investments Proceeds from disposal of non-current assets held for sale Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in other receivables Payments for intangible assets Increase in other non-current assets Increase in prepayments for lease Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from short-term bills payable Repayments of short-term bills payable Proceeds from issue of bonds Repayments of bonds payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in other non-current liabilities Dividends paid to owners of the Company Dividends paid to non-controlling interests Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT END OF THE YEAR (With Deloitte & Touche audit report dated March 25, 2015)		For the Years Ended December 31
		2014 2013 (Restated) 7,156,377 6,514,885 (481,901) (515,434) 116,462 87,411 268,821 335,570 210,212 34,902 (819,264) (1,179,157) 6,450,707 5,278,177 - 709,014 (369,923) 681,466 - (50,000) (360,000) (147,899) 78,456 78,216 582 - (1,984,796) (3,388,947) 24,190 5,023 212,388 (1,250,053) (34,958) (30,186) (52,667) (21,593) (372,940) - (2,859,668) (3,414,959) 68,280,489 52,458,782 (69,231,410) (54,640,379) 23,851,586 25,070,441 (23,907,209) (26,671,997) - 990,692 (2,500,000) (1,200,000) 48,618,177 51,964,386 (48,592,000) (52,270,000) 26,571 131,672 (1,622,612) (1,095,903) (720,319) (197,462) $ (5,796,727) $ (5,459,768) (62,799) 23,852 (2,268,487) (3,572,698) 13,221,405 16,794,103 $ 10,952,918 $ 13,221,405 (Concluded)

[40]

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES BALANCE SHEETS (In Thousands of New Taiwan Dollars)
ASSETS CURRENT ASSETS Cash Available-for-sale financial assets - current Debt investments with no active market - current Notes receivable Trade receivables Trade receivables from related parties Other receivables Current tax assets Inventories Prepayments Other current assets Total current assets NON-CURRENT ASSETS Available-for-sale financial assets - non-current Financial assets measured at cost - non-current Investments accounted for using the equity method Property, plant and equipment Investment properties Intangible assets Deferred tax assets Prepaid pension costs Long-term prepayments for lease Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings Short-term bills payable Trade payables Trade payables to related parties Other payables Current tax liabilities Deferred revenue - current Advance receipts Current portion of bonds payable Current portion of long-term borrowings Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable Long-term borrowings Deferred tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities EQUITY Share capital Common shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL (With Deloitte & Touche audit report dated March 25, 2015)		December 31, 2014 Amount % $ 453,650 1 251,769 1 192,371 - 223 - 245,217 - 12,039 - 66,111 - 20,163 - 413,419 1 249,054 - 15,151 - 1,919,167 3 2,993,608 5 109,488 - 19,177,267 31 27,090,806 43 8,734,944 14 21,897 - 69,505 - 185,519 - 2,423,382 4 207,026 - 61,013,442 97 $ 62,932,609 100 $ 1,800,000 3 1,649,460 3 3,345,297 5 65,002 - 2,487,711 4 166,765 - 14,892 - 3,106,025 5 1,000,000 2 999,429 1 55,658 - 14,690,239 23 - - 14,846,606 24 1,633,110 3 106,854 - 16,586,570 27 31,276,809 50 14,391,956 23 3,498,252 5 2,575,473 4 2,461,168 4 2,925,210 5 7,961,851 13 5,900,851 9 (97,110) - 31,655,800 50 $ 62,932,609 100		December 31, 2013 (Restated) Amount % $ 516,953 1 285,698 1 191,594 - 26,350 - 242,626 - 15,676 - 329,741 1 20,163 - 384,916 1 247,658 - 21,801 - 2,283,176 4 2,968,556 5 111,543 - 19,543,431 32 31,227,060 51 1,771,695 3 5,494 - 52,901 - 222,285 1 2,485,787 4 218,746 - 58,607,498 96 $ 60,890,674 100 $ 2,650,000 4 1,598,491 3 3,328,710 5 65,113 - 1,765,311 3 40,192 - 6,257 - 3,088,826 5 2,493,512 4 997,159 2 77,358 - 16,110,929 26 1,000,000 2 12,749,762 21 1,388,989 2 85,108 - 15,223,859 25 31,334,788 51 14,109,761 23 3,498,174 6 2,358,917 4 1,931,285 3 4,095,216 7 8,385,418 14 3,659,643 6 (97,110) - 29,555,886 49 $ 60,890,674 100		January 1, 2013 (Restated)
						Amount % $ 870,675 2 254,779 - - - 28,645 - 509,631 1 14,187 - 486,527 1 41,547 - 430,141 1 261,485 - 5,720 - 2,903,337 5 2,812,603 5 62,570 - 18,793,425 31 30,972,607 51 1,754,815 3 3,480 - 91,050 - 222,666 - 2,548,191 4 238,483 1 57,499,890 95 $ 60,403,227 100 $ 2,500,000 4 1,699,455 3 3,848,239 7 89,723 - 2,364,945 4 - - 7,285 - 2,989,562 5 1,200,000 2 600,000 1 62,705 - 15,361,914 26 3,454,937 6 11,696,733 19 1,230,963 2 67,540 - 16,450,173 27 31,812,087 53 13,698,797 22 3,498,174 6 2,189,631 4 1,931,285 3 3,596,568 6 7,717,484 13 3,773,795 6 (97,110) - 28,591,140 47 $ 60,403,227 100

[41]

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE OPERATING COSTS GROSS PROFIT OPERATING EXPENSES Selling and marketing expenses General and administrative expenses Total operating expenses OPERATING PROFIT NON-OPERATING INCOME AND EXPENSES Other income Other gains and losses Finance costs Share of the profit or loss of subsidiaries and associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS), NET Unrealized (loss) gain on available-for-sale financial assets Revaluation gain Actuarial (loss) gain arising from defined benefit plans Share of other comprehensive income (loss) of subsidiaries and associates Income tax relating to components of other comprehensive income		For the Years Ended December 31	For the Years Ended December 31	For the Years Ended December 31
		2014 Amount % $ 10,193,869 100 3,559,957 35 6,633,912 65 470,142 4 4,576,040 45 5,046,182 49 1,587,730 16 143,061 1 61,343 1 (214,344) (2) 215,859 2 205,919 2 1,793,649 18 264,584 3 1,529,065 15 (8,877) - 2,328,026 23 (31,472) - 57,423 1 (151,706) (2)		2013 (Restated)
				Amount % $ 9,654,548 100 3,403,138 35 6,251,410 65 502,273 5 4,480,189 47 4,982,462 52 1,268,948 13 134,955 1 106,047 1 (230,803) (2) 1,134,449 12 1,144,648 12 2,413,596 25 227,757 3 2,185,839 22 186,872 2 - - 5,031 - (310,811) (3) (855) -

(Continued)

[42]

FAR EASTERN DEPARTMENT STORES, LTD.

STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE Basic Diluted		For the Years Ended December 31	For the Years Ended December 31	For the Years Ended December 31
		2014 Amount % $ 2,193,394 22 $ 3,722,459 37 $ 1.07 $ 1.07		2013(Restated)
				Amount % $ (119,763) (1) $ 2,066,076 21 $ 1.53 $ 1.52

(With Deloitte & Touche audit report dated March 25, 2015)

(Concluded)

[43]

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES

STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars)
Share Capital Capital Surplus BALANCE AT JANUARY 1, 2013 $ 13,698,797 $ 3,498,174 Effect of retrospective application and retrospective restatement - - BALANCE AT JANUARY 1, 2013 AS RESTATED 13,698,797 3,498,174 Appropriation of the 2012 earnings Legal reserve - - Cash dividends - - Share dividends 410,964 - Adjustments resulting from investments in subsidiaries and associates accounted for using the equity method - - Acquisition of partly owned subsidiaries - - Net profit for the year ended December 31, 2013 - - Other comprehensive income (loss) for the year ended December 31, 2013 - - BALANCE AT DECEMBER 31, 2013 14,109,761 3,498,174 Special reserve provided under Rule No. 1030006415 issued by the FSC - - Appropriation of the 2013 earnings Legal reserve - - Cash dividends - - Share dividends 282,195 - Adjustments resulting from investments in subsidiaries and associates accounted for using the equity method - 78 Net profit for the year ended December 31, 2014 - - Other comprehensive income (loss) for the year ended December 31, 2014 - - BALANCE AT DECEMBER 31, 2014 $ 14,391,956 $ 3,498,252	Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 2,189,631 $ 1,931,285 $ 3,086,960 - - 509,608 2,189,631 1,931,285 3,596,568 169,286 - (169,286) - - (1,095,903) - - (410,964) - - (2,011) - - (3,416) - - 2,185,839 - - (5,611) 2,358,917 1,931,285 4,095,216 - 529,883 (529,883) 216,556 - (216,556) - - (1,622,623) - - (282,195) - - - - - 1,529,065 - - (47,814) $ 2,575,473 $ 2,461,168 $ 2,925,210	Other Equity	Unrealized Revaluation Treasury Shares Surplus $ - $ (97,110) - - - (97,110) - - - - - - - - - - - - - - - (97,110) - - - - - - - - - - - - 2,170,970 - $ 2,170,970 $ (97,110)	Total Equity $ 28,081,532 509,608 28,591,140 - (1,095,903) - (2,011) (3,416) 2,185,839 (119,763) 29,555,886 - - (1,622,623) - 78 1,529,065 2,193,394 $ 31,655,800
		Exchange Differences on Unrealized (Loss) Gain on Translating Available- Foreign for-sale Operations Financial Assets $ (71,679) $ 3,845,474 - - (71,679) 3,845,474 - - - - - - - - - - - - 81,935 (196,087) 10,256 3,649,387 - - - - - - - - - - - - 60,743 9,495 $ 70,999 $ 3,658,882

(With Deloitte & Touche audit report dated March 25, 2015)

[44]

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expenses Amortization expenses Finance costs Interest income Dividend income Share of the profit of subsidiaries and associates Loss on disposal of property, plant and equipment Loss on disposal of investment properties Impairment loss on financial assets Gain on change in fair value of investment properties Amortization of prepayments Reversal of deferred revenue Net changes in operating assets and liabilities Notes receivable Trade receivables Trade receivables from related parties Other receivables Inventories Prepayments Other current assets Prepaid pension costs Trade payables Trade payables to related parties Other payables Advance receipts Deferred revenue Other current liabilities Cash generated from operations Interest paid Interest received Dividends received Income tax returned Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Increase in debt investments with no active market Purchase of financial assets measured at cost Purchase of investments accounted for using the equity method		For the Years Ended December 31
		2014 2013 (Restated) $ 1,793,649 $ 2,413,596 1,252,030 1,229,410 5,377 1,527 214,344 230,803 (2,966) (4,045) (140,095) (130,910) (215,859) (1,134,449) 2,662 20,198 42 97 2,055 1,027 (4,469) (47,800) 8,786 9,023 (6,257) (7,285) 26,127 2,295 (2,591) 267,005 3,637 (1,489) 19,084 157,339 (28,503) 45,225 (1,580) 13,351 6,650 (16,081) 5,294 5,412 16,587 (519,529) (111) (24,610) (43,450) 44,847 196,800 272,038 14,892 6,257 (21,700) 14,653 3,100,435 2,847,905 (268,123) (162,424) 995 3,492 1,226,802 473,064 - 34,902 (62,200) (5,763) 3,997,909 3,191,176 (777) (191,594) - (50,000) (180,000) (273,949) (Continued)

[45]

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)
Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Payments for intangible assets Payments for investment properties Decrease in other non-current assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Proceeds from short-term bills payable Repayments of short-term bills payable Repayments of bonds payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in other non-current liabilities Dividends paid Net cash used in financing activities NET DECREASE IN CASH CASH AT BEGINNING OF THE YEAR CASH AT END OF THE YEAR		For the Years Ended December 31
		2014 $ (1,044,231) 375 (21,780) (42) 6,692 (1,239,763) 24,100,000 (24,950,000) 11,671,438 (11,620,469) (2,500,000) 39,499,114 (37,400,000) 1,080 (1,622,612) (2,821,449) (63,303) 516,953 $ 453,650	2013 (Restated) $ (2,261,957) 4,608 (3,541) (181) 10,934 (2,765,680) 17,546,000 (17,396,000) 8,340,739 (8,441,703) (1,200,000) 42,500,188 (41,050,000) 17,568 (1,096,010) (779,218) (353,722) 870,675 $ 516,953

(With Deloitte & Touche audit report dated March 25, 2015)

(Concluded)

[46]

AI assistant

FEDS — AGM Information 2015

52225_rns_2015-07-03_cfb44e0b-37e6-4635-b017-f879ffb57ec9.pdf

Minutes of 2015 Annual General Shareholders’ Meeting of Far Eastern Department Stores

Shareholders present:

Invited observers:

The aggregate shareholding of the shareholders present constituted a quorum. The Chairman called the meeting to order.

The speech of Chairman (omitted)

I. Matters to be Reported:

RESOLVED, that the above proposals were approved for reference.

II. Matters to be Approved:

1. To accept the 2014 financial statements.

Explanatory Notes:

Resolution: the result of voting is as follows:

The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,006,815,143.

2. To approve the proposal for the distribution of 2014 surplus earning.

Explanatory Notes:

Resolution: the result of voting is as follows:

The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,006,815,143.

RESOLVED, that the above proposals be and hereby were approved as proposed.

III. Discussion and Election

1. Proposal to amend the certain provisions of the Company’s “Articles of Incorporation”.

Explanatory Notes:

Resolution: the result of voting is as follows:

The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,006,815,143.

RESOLVED, that the above proposals be and hereby were approved as proposed.

2. Proposal to amend the certain provisions of the Company’s “Election Procedures of Directors and Supervisors".

Explanatory Notes:

Resolution: the result of voting is as follows:

The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,006,815,143.

RESOLVED, that the above proposals be and hereby were approved as proposed.

3. Proposal to amend the certain provisions of the “Procedures for Acquisition and Disposition of Assets”.

Explanatory Notes:

Resolution: the result of voting is as follows:

RESOLVED, that the above proposals be and hereby were approved as proposed.

4. Proposal to amend the certain provisions of the Company’s “Procedures for Endorsements and Guarantees" and Company’s “Procedures for Lending of Capital to Others".

Explanatory Notes:

Resolution: the result of voting is as follows:

RESOLVED, that the above proposals be and hereby were approved as proposed.

5. Proposal to re-elect the Company’s Directors.

Explanatory Notes:

Election result:

The Slate of Candidates

6. Proposal to lift the restriction on non-competition of the Company’s directors as defined in Article 209 of the Company Law.

Explanatory Notes:

Resolution: the result of voting is as follows:

The number of shares represented by the shareholders present at the time of voting (including e-voting) was 1,006,815,143.

RESOLVED, that the above proposals be and hereby were approved as proposed.

To lift the restriction on non-competition of the Company’s directors

IV. Extemporary motion

V. Motion to Adjourn

FAR EASTERN DEPARTMENT STORES, LTD. CONSOLIDATED BALANCE SHEETS (In Thousands of New Taiwan Dollars)

FAR EASTERN DEPARTMENT STORES, LTD. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

FAR EASTERN DEPARTMENT STORES, LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FAR EASTERN DEPARTMENT STORES, LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES BALANCE SHEETS

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

FAR EASTERN DEPARTMENT STORES, LTD.

STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES

STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES STATEMENTS OF CASH FLOWS

FAR EASTERN DEPARTMENT STORES, LTD. AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

More from FEDS

FEDS AGM Information 2015