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Stock Code:2845 www.feib.com.tw mops.twse.com.tw

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Handbook for 2015 Annual Shareholders’ Meeting
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Date ： June 16, 2015 Place ： Auditorium in the Taipei Hero House No.20, Changsha Street,Section 1,Taipei,Taiwan

Handbook for 2015 Annual Shareholders’ Meeting

Reports (Non-Voting Items)	Reports (Non-Voting Items)	5
1.	2014 Business Report	5
2.	2014 Financial Statements	5
3.	Supervisor's Review Report on the 2014 Business Report and
	Financial Statements	5
4.	Report of Subordinated Financial Debentures issued in 2014	5
Items for Acceptance (Voting Items)		6
1.	2014 Business Report and Financial Statements	6
2.	2014 Earnings Distribution Proposal	6
Discussions and Election (Voting Items)		8
1.	Proposal for issuing new shares by capitalization of shareholder
	and employee bonus	8
2.	Proposal for private placement - to issue common shares, preferred
	shares, convertible bonds or a combination of above securities to
	specif c parties	9
3.	Amendment to the Articles of Incorporation of Far Eastern
	International Bank	11
4.	Amendment to the Election Guidelines for Directors and Supervisors
	of Far Eastern International Bank	12
5.	Amendment to the Procedures of Asset Acquisition or Disposal of
	Far Eastern International Bank	12
6.	Cancelation of the Rules Governing the Scope of Powers of
	Supervisors of Far Eastern International Bank	13
7.	Election of the 9 thterm Board of Directors	14
8.	Release of non-competition binding to Directors	14
Questions and Motions (Voting Items)		15
Attachments		16
I	2014 Business Report	16
II	Independent Auditors’ Report & 2014 Financial Statements	23
III	Supervisor's Review Report on the 2014 Business Report and
	Financial Statements	39

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IV	Report of Subordinated Financial Debentures issued in 2014	40
V	Amendment to the Articles of Incorporation of Far Eastern
	International Bank	41
VI	Amendment to the Election Guidelines for Directors and Supervisors
	of Far Eastern International Bank	50
VII	Rules Governing the Scope of Powers of Supervisors of Far Eastern
	International Bank	52
VIII	Candidate List of the 9 thterm Board of Directors of Far Eastern
	International Bank	55
IX	Current shareholding of Directors and Supervisors	59
X	Impact of the Stock Dividend Distribution on Operating Results,
	Earnings per Share and Shareholders’ Return on Investment	60
XI	Information about employee bonus and remuneration to Directors
	and Supervisors	61
General Information		62
I	Articles of Incorporation of Far Eastern International Bank	62
II	Rules Governing the Conduct of Shareholders’ Meeting of Far
	Eastern International Bank	74
III	Election Guidelines for Directors and Supervisors of Far Eastern
	International Bank	79

Handbook for 2015 Annual Shareholders’ Meeting

Far Eastern International Bank (FEIB) 2015 Annual Shareholders’ Meeting

(Translation)

Date: Tuesday, 16 June 2015

Time: 9:00 a.m. Taipei time

Place: Auditorium in the Taipei Hero House, No. 20, Changsha Street, Section 1, Taipei, Taiwan

Meeting Agenda

The meeting begins

Chairperson takes the position

Chairperson makes remarks

Reports (Non-Voting Items)

2014 Business Report
2014 Financial Statements
Supervisor's Review Report on the 2014 Business Report and Financial Statements
Report of Subordinated Financial Debentures issued in 2014

Items for Acceptance (Voting Items)

2014 Business Report and Financial Statements
2014 Earnings Distribution Proposal

Discussions and Election (Voting Items)

Proposal for issuing new shares by capitalization of shareholder and employee bonus
Proposal for private placement - to issue common shares, preferred shares, convertible bonds or a combination of above securities to specifi c parties

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Amendment to the Articles of Incorporation of Far Eastern International Bank
Amendment to the Election Guidelines for Directors and Supervisors of Far
Eastern International Bank
Amendment to the Procedures of Asset Acquisition or Disposal of Far Eastern International Bank
Cancelation of the Rules Governing the Scope of Powers of Supervisors of Far Eastern International Bank
Election of the 9th term Board of Directors
Release of non-competition binding to Directors

Questions and Motions (Voting Items)

Meeting adjourned

The English version is the translation of the Chinese version and if there is any discrepancy, the Chinese version shall prevail.

Handbook for 2015 Annual Shareholders’ Meeting

Reports (Non-Voting Items)

1. 2014 Business Report

The 2014 business report is attached as Attachment I.

2. 2014 Financial Statements

The 2014 fi nancial statements and independent auditors’ report by Deloitte & Touche are attached as Attachment II. (The 2014 fi nancial statements are available for access at http://mops.twse.com.tw )

3. Supervisor's Review report on the 2014 Business Report and Financial Statements

The Supervisors’ review report is attached as Attachment III.

4. Report of Subordinated Financial Debentures issued in 2014

The report of Subordinated Financial Debentures issued in 2014 is attached as Attachment IV.

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Items for Acceptance (Voting Items)

1. 2014 Business Report and Financial Statements

The Board of Directors recommends shareholders vote FOR 2014 business report and fi nancial statements.

Explanatory Notes:

i. The supervisors of the Bank have reviewed the business report, audited fi nancial statements (by J.H. Chen, CPA and C.S. Yang, CPA of Deloitte & Touche) for the year ended 2014 and found them in order.
ii. The 2014 business report, independent auditors’ report, Supervisors’ report, and the aforesaid fi nancial statements are attached as Attachments I, II, and III.
iii. Please vote FOR.

Resolutions:

2. 2014 Earnings Distribution Proposal

The Board of Directors recommends shareholders vote FOR 2014 earnings distribution.

Explanatory Notes: i. The 2014 earnings distribution of the Bank is as follows: Unappropriated earnings - beginning Net income Legal reserve Adjustment on retained earnings for investment under equity method Reverse of special reserve Distributable earnings Earnings distribution: Shareholder dividends Unappropriated earnings - ending	(Unit: NT$) 1,984,534 3,694,522,560 (1,108,356,768) 920,087
	95,902,763 2,684,973,176 2,681,531,270
	3,441,906

The distributable employee bonuses of $174,882,474 and remuneration to directors and supervisors of $58,294,158 have been deducted from the net income in accordance with the Articles of Incorporation.

Handbook for 2015 Annual Shareholders’ Meeting

ii. Shareholder dividends are allocated as follows: (Unit: NT$)

Cash dividend Stock dividend Total	Per share 0.400 0.537 0.937	Total amount
		1,144,730,530 1,536,800,740
		2,681,531,270

The cash dividend to each and every shareholder shall be paid in a whole number of New Taiwan Dollars. A fraction less than one New Taiwan Dollar shall be discarded. The odd amount shall be included in “other revenues” of the Bank.
iii. Dividend will be distributed on the ex-dividend (ex-right) date which is to be scheduled separately after 2015 annual shareholders’ meeting. Dividend per share referred to above is calculated in accordance with the outstanding 2,861,826,329 shares as on December 31, 2014. Please authorize the Board of Directors to adjust cash and stock dividend payout ratio within the total dividend amount when the number of actual outstanding shares differs from the expected number of shares on the ex-dividend (ex-right) date, due to impact of actual conversion of euro convertible bond and implementation of treasury shares.
iv. Please vote FOR.

Resolutions:

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Discussions and Election (Voting Items)

1. Proposal for issuing new shares by capitalization of shareholder and employee

bonus

The Board of Directors recommends shareholders vote FOR capitalization of 2014 stock dividend and employee bonus.

Explanatory Notes:

i. Capitalization of stock dividend:
(i) Capitalization purpose and funding sources: In order to support business needs, enhance operational capital base and improve capital structure, it is proposed to capitalize shareholder dividend of NT$1,536,800,740 from 2014 earnings distribution for issuing of 153,680,074 new shares at NT$10 per share at par.
(ii) Allotment method: The 153,680,074 new shares are distributed in accordance with the shareholding record of the shareholder’s register on the dividend exright date, that is, 53.7 shares per thousand shares. For odd share, two or more shareholders may, within the specific period of time, consolidate each of their respective shares into a round number of shares for one person’s shareholding only. For any odd share that is not consolidated before the deadline, or any remaining odd share after consolidation, cash will be distributed according to the face value of the share (rounded up to dollars). The total accumulated odd shares will be subscribed at par by the employee shareholding trust of the Bank.
(iii) The distributed dividend shares referred above is calculated in accordance with total 2,861,826,329 outstanding shares on December 31, 2014. Please authorize the Board of Directors to adjust stock dividend payout ratio within the total dividend amount when the number of actual outstanding shares differs from the expected number of shares on the ex-right date due to impact of actual conversion of euro convertible bond and implementation of treasury shares.
ii. Capitalization of employee bonus:
New shares are issued for capitalization of $174,882,474 employee bonus. The number of new shares is calculated based on the closing price prior to the shareholders’ meeting date after ex-right and ex-dividend effect, or cash will be paid

Handbook for 2015 Annual Shareholders’ Meeting

for any odd share from employee bonus capitalization.

iii. The rights and obligations of new shares issued from the capitalization are the same as those of existing shares.
iv. The ex-right date of the capitalization will be scheduled separately after 2015 annual shareholders’ meeting.
v. Please vote FOR the proposal.

Resolutions:

2. Proposal for private placement - to issue common shares, preferred shares, convertible bonds or a combination of above securities to specifi c parties for a total amount not exceeding NT$10 billion or equivalent in foreign currencies

The Board of Directors recommends shareholders vote FOR issuing of common shares, preferred shares, convertible bonds or a combination of above securities to specifi c parties for a total amount not exceeding NT$10 billion or equivalent in foreign currencies.

Explanatory Notes:

i. The Bank’s Board of Directors was authorized in annual shareholders’ meeting on June 24, 2014 to proceed private placement for a total amount not exceeding NT$10 billion or equivalent in foreign currencies. This proposal is an extension of last shareholders’ approval for another year.
ii. The purpose of private placement is to seek domestic or foreign strategic alliance opportunities, to strengthen the Bank’s financial structure and capital adequacy ratio, and to facilitate the Bank’s long-term development. The preferred shares will be issued according to Article 4-1 of the Articles of Incorporation.
iii. According to Article 43-6 of the “Securities and Exchange Act”, the disclosure of private placement proposal shall include:
(i) The basis and reasonableness of private placement pricing
1. The common stock price per share shall be no less than 80% of the reference price. The reference price is set as the higher of the following two basis prices:
  - (1) The simple average closing price from either 1, 3 or 5 days before the pricing date, minus dividends adjustment, plus price discount adjustment

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due to capital reduction.

  - (2) The simple average price of 30 days before the pricing date, minus dividend adjustment, plus price discount adjustment due to capital reduction.

The issuing price of preferred shares and convertible bonds by private placement shall be no less than 80% of the theoretical price, which is the securities price determined by a price model applicable by the issuing terms and considering all options in the issuing terms.
The pricing date, reference price, theoretical price, and actual issuing price, based on provisions above, will be determined after taking into consideration of market conditions, and qualifi cation of specifi c parties. If the below-par issuing price results in cumulative losses to the Bank, the Bank may, subject to operation status, engage in de-capitalization or reverse retained earnings or capital surplus to make up the losses.
The determination of private placement price, based on regulation of government authorities, reference price or theoretical price, and the 3-year lock-up period set by the Securities and Exchange Act, shall be reasonable.
(ii) The method and objectives of selecting the specific parties, necessity of selection, and anticipated benefi ts:
The method and objectives of selecting the specifi c parties: The selection is limited to strategic investors qualified by the rules in Article 43-6 of the “Securities and Exchange Act” and able to assist the Bank to expand sales channels, grow market shares, improve service quality, and reduce operating costs.
Necessity: The selection is necessary to improve the Bank’s capital adequacy upon Basel III implementation, to enhance the Bank’s risk asset capacity, and to support the Bank’s long-term development.
Anticipated benefi ts: The participation of the specifi c parties will enhance the Bank’s competitiveness and profi tability.
(iii) The necessity of private placement:
Reason for not taking a public offering: In consideration of the cost and effi ciency of capital raising, necessity of strategic investors, and the required 3-year lock-up period for ensuring a long-term relationship with the strategic partners, a public offering is not considered a recommendable approach for

Handbook for 2015 Annual Shareholders’ Meeting

capital raising.

The amount of private placement: Without exceeding NT$10 billion or equivalent in foreign currencies, the amount will be raised by one or two tranches within 1 year from the shareholders’ meeting resolution date, subject to market conditions and strategic parties.
Capital usage plan and anticipated benefits of private placement: The capital raised by one or 2 tranches will be used to expand the scale of the Bank’s business operations and to pursue strategic alliance opportunities domestically and overseas. The anticipated benefits of private placement include strengthening of the Bank’s competitiveness, improvement of the Bank’s profi tability, capital adequacy ratio, and shareholders’ equity.
iv. It is proposed to authorize the Board of Directors to determine the issuance plan of private placement, including issuing shares, price, terms and conditions, specific parties’ selection, record date, capital usage plan, anticipated benefi ts, and other matters related to the private placement. It is also proposed to authorize the Board of Directors to revise the issuance plan due to changes of law and regulations, market conditions, environmental, or if receiving instructions from government authorities.
v. Please vote FOR the proposal.

Resolutions:

3. Amendment to the Articles of Incorporation of Far Eastern International Bank

The Board of Directors recommends shareholders vote FOR the amendments of the Articles of Incorporation.

Explanatory Notes:

i. In compliance with Gin-Guan-Jheng-Fa-Zi No. 10200531121 Order, issued by Financial Supervisory Commission, dated December 31, 2013, the Bank shall establish an Audit Committee, started from the 9th term Board of Directors, to replace supervisors’ setting, and carry on supervisor’s responsibilities as required by laws and regulations. The related clauses in “Article of Incorporation” of the Bank pertaining to powers, duties and responsibilities of supervisors are therefore proposed for amendment.

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ii. A comparison table of the “Articles of Incorporation of Far Eastern International Bank” summarized changes before and after amendments is attached as Attachment V.
iii. Please vote FOR the proposal.

Resolutions:

4. Amendment to the Election Guidelines for Directors and Supervisors of Far

Eastern International Bank

The Board of Directors recommends shareholders vote FOR amendments of the Election Guidelines for Directors and Supervisors of the Bank.

Explanatory Notes:

i. In compliance with the Gin-Guan-Jheng-Fa-Zi No. 10200531121 Order, issued by Financial Supervisory Commission, dated December 31, 2013, the Bank shall establish an Audit Committee, started from the 9th term Board of Directors, to replace supervisors’ setting, and carry on supervisor’s responsibilities as required by laws and regulations. The related clauses in the“Election Guidelines for Directors and Supervisors”of the Bank are therefore proposed for amendment, and name of the Guidelines is proposed to be renamed as the “Election Guidelines for Directors of Far Eastern International Bank”.
ii. A comparison table of the “Election Guidelines for Directors and Supervisors of Far Eastern International Bank” summarized changes before and after amendments is attached as Attachment VI.
iii. Please vote FOR the proposal.

Resolutions:

5. Amendment to the Procedures of Asset Acquisition or Disposal of Far Eastern

International Bank

The Board of Directors recommends shareholders vote FOR amendments of the Procedures of Asset Acquisition or Disposal of the Bank.

Handbook for 2015 Annual Shareholders’ Meeting

Explanatory Notes:

i. In compliance with the Gin-Guan-Jheng-Fa-Zi No. 10200531121 Order, issued by Financial Supervisory Commission, dated December 31, 2013, the Bank shall establish an Audit Committee, started from the 9th term Board of Directors, to replace supervisors’ setting and carry on supervisor’s responsibilities as required by laws and regulations. The related clauses in the“Procedures of Asset Acquisition or Disposal”of the Bank pertaining to supervisors’ responsibilities are therefore proposed for amendment.
ii. The changes include 1) replacing “Supervisors” with “Audit Committee” in all related clauses; 2) replacing “acknowledged by Supervisors” with “ agreed by the Audit Committee” in all related clauses; 3) replacing approval process of “ Board approval followed by Supervisor’s acknowledgement” with “ Audit Committee’s approval followed by Board approval” or “ approval by 2/3 or more of directors present on the Board if no prior approval by Audit Committee” in all related clauses;
iii. Please vote FOR the proposal.

Resolutions:

6. Cancelation of the Rules Governing the Scope of Powers of Supervisors of Far

Eastern International Bank

The Board of Directors recommends shareholders vote FOR Cancelation of the “Rules Governing the Scope of Powers of Supervisors”.

Explanatory Notes:

i. In compliance with the Gin-Guan-Jheng-Fa-Zi No. 10200531121 Order, issued by Financial Supervisory Commission, dated December 31, 2013, the Bank shall establish an Audit Committee, started from the 9th term Board of Directors, to replace supervisors’ setting and carry on supervisor’s responsibilities as required by laws and regulations.
ii. After the Bank establishes an Audit Committee, relevant regulations related to supervisors will cease to apply. The “Rules Governing the Scope of Powers of Supervisors” are therefore proposed to be canceled.
iii. A summary table of the “Rules Governing the Scope of Powers of Supervisors of Far Eastern International Bank” is attached as Attachment VII.

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iv. Please vote FOR the proposal.

Resolutions:

7. Election of the 9th term Board of Directors

The Board of Directors recommends shareholders vote FOR election of the 9th term Board of Directors as nominated.

Explanatory Notes:

i. The 8th term Board of Directors elected in 2012 Annual Shareholders’ meeting will end on June 15, 2015. Therefore, the 9th term Board of Directors is subject to election at 2015 Annual Shareholders’ Meeting.
ii. According to Article 15 and Article 16 of “Articles of Incorporation” of the Bank, directors and independent directors shall be elected by shareholders from the nominated candidate list.
iii. In the 2015 Annual Shareholders’ Meeting, the 9th term Board of Directors shall be elected for totaling 11 directors (including 3 independent directors), and an Audit Committee (comprised by 3 independent directors) will be established to replace supervisors. The Board will serve for 3-year term, started from June 16, 2015 to June 15, 2018, and all of incumbent directors are eligible for re-election.
iv. The candidate list of directors and independent directors are attached as Attachment VIII, which is approved in the 17th meeting of the 8th term Board of Directors on May 5, 2015 pursuant to Article 192-1 of the “Company Act”, and the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”.
v. Please vote FOR the proposal.

Resolutions:

8. Release of non-competition binding to Directors

The Board of Directors recommends shareholders vote FOR release of non-competition binding to Directors

Handbook for 2015 Annual Shareholders’ Meeting

Explanatory Notes:

i. According to Paragraph I of Article 209 of the “Company Act”, any director who acts for himself or on behalf of any other person for business of the Company, the director shall clarify the essence of the act and seek approval in the Shareholders’ meeting.
ii. In considering the newly elected directors may act as directors or managers for a company of business similar to the Bank, a proposal is made to release noncompetition binding to directors by shareholders.
iii. Please vote FOR the proposal.

Resolutions:

Questions and Motions (Voting Items)

Meeting adjourned

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Attachment I

2014 Business report

Reflecting upon 2014, though the U.S. economy showed steady growth, euro-zone suffered from unemployment and disinfl ation, Japan’s domestic spending was impacted by the rise of consumption tax, coupled with economic slowdown in China due to structural adjustments, the world recovery became stagnant. On the other hand, with higher domestic consumption, private investments and export growth, Taiwan’s economy is expected to grow as well. Looking into 2015, as global economic growth is expecting to improve than that of 2014, falling oil prices will fuel growth both home and abroad to report moderate growth. Thanks to the Bank 3.0 digitized fi nancial trend and the implementation of third party payment services, Taiwan’s banking industry is welcoming the new blue ocean opportunities offered by the innovative mobile and e-banking services.

In 2014, thanks to joint efforts of all colleagues, Far Eastern International Bank (FEIB) continued to deliver outstanding performances and maintain its growth momentum. The fiscal year net profit was NT$3.695 billion with a remarkable year-over-year growth of 20.69%. While FEIB issued its global deposit receipt (GDR) to increase capital in early 2014, earnings per share (EPS) remained at NT$1.31, also grew 5.65% than a year ago. The total return on assets (ROA) was 0.73%, continued to register growth for the past fi ve years. The return on equity (ROE) was 11.33%, exceeding 10% in fi ve consecutive years, which demonstrated steady performance. In addition, the asset quality of FEIB has surpassed industry standards with the provision for bad debt coverage ratio at 371.93% and NPL ratio at 0.39%.

FEIB has been fervently engaged in Bank 3.0 restructuring blueprint to create its innovative internet and mobile banking services and continues to develop niche products. The Bank again received “Best Potential Award” of the Wealth Management Bank Review by the Business Today magazine and its small and medium-sized enterprise loan was rated excellent grade. In terms of credit card business, the number of the issued credit cards has exceeded 1 million and mobile payment was lunched with Trusted Service Manager (TSM) via Over-the-air (OTA) mobile credit card. In the consumer banking business, installment and automobile & motorcycle loans continued their market lead position. The international financial teams across Taiwan, Hong Kong and China under corporate banking not only provided capital market and structural fi nance products, but also completed many landmark

Handbook for 2015 Annual Shareholders’ Meeting

cross-border international syndicated loan projects. Furthermore, the online platform of convertible bond asset swap and FX margin trading were also developed in order to innovate trading channel and strengthen its niche position of fi nancial market.

The Bank has long been committed to promoting various philanthropic activities, fulfi lling corporate social responsibilities (CSR), and creating sustainable future growths. FEIB has long partnered with the Eden Social Welfare Foundation, through cash back program of cardholders’ expenditures, accumulated funds collected and donations amounted to more than NT$65 million. In addition, 15,000 baseballs were donated by the Bank to support the development of this sport to the indigenous baseball teams across middle and primary schools. To promote world-class cultural performance, FEIB co-sponsored “Cavalia” show in Taipei, which was touring in Asia for the fi rst time. The Bank published 2015 calendar titled “Tribute to Mountain and Sea, Celebrate a Prosperous Year” illustrating the wisdom and culture of Taiwan’s indigenous people. For the consumer data protection, FEIB achieved certification from the British Standards Institutions (BSI) that demonstrated the Bank is in line with the international standard. In addition, the Bank is awarded the Talent QualityManagement System (TTQS) bronze medal by the Ministry of Labor for its outstanding talent development program. The Bank has received subsidy for 12 consecutive years from the Workforce Development Agency, the Ministry of Labor.

In the future, FEIB will continue its innovative strength to develop various e-banking and mobile-banking business models in order to cultivate blue ocean strategies via mobile payment, third-party payment, O2O, and online application platform. With comprehensive application of Big Data, the Bank is dedicated to exploring niche market opportunities and aims to strengthen customer relations via joint and cross selling, plus joining forces with Far Eastern International Securities that provides premier private banking services to high networth customers. The Bank will expand the Greater China banking platform by establishing fi nancial leasing company in China in order to pursue opportunities in the ASEAN market so as to elevate overseas profi t to exceed by 40%. The Bank will further integrate HappyCash, Happy Go Card loyalty points, Far EasTone’s e-wallet to develop the Group’s digital payment services to create profi ts in this niche business. Adapting to the challenges and opportunities in the digital banking environment, following the managing principles of “Sincerity, Diligence, Thrift, Prudence and Innovation” all colleagues of FEIB are committed to creating maximum value for our customers, shareholders, and employees.

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Operating Results

Operating Highlights
(1) Individual Banking Business

The wealth management business continues to grow. Trust assets were NT$61 billion in 2014, up 9.52% comparing to that of 2013. Wealth management income grew 10.5% (YoY).

(2) Consumer Banking and Credit Card Business
A. Consumer Banking

Pursuing quality asset growth, FEIB’s consumer loan outstanding in 2014 increased 3.33% (YoY) to reach NT$182.4 billion, and total net interest income grew 5.73% (YoY).

B. Credit Card

Credit cards in circulation stood at 1.488 million, up 4.99% (YoY), with total spending of NT$63.9 billion in 2014.

(3) Corporate Banking Business

After adopting steady growth strategy of quality asset, FEIB’s corporate loan outstanding in 2014 grew 12.88% (YoY) to reach NT$143.7 billion and deposits for 2014 were up 19.85%. As to Greater China region, overall operating income in China and Hong Kong increased 30.91%, net interest income jumped 29.13%, fee income surged 35.37% and overall operating income grew 14.35%.

(4) Financial Markets Business

Benefiting from the low interest rate and higher market fluctuation, overall pre-tax income of this section grew 28.59% than that of 2013. Profit gain from interestrelated transactions hiked 254.45%, profit gain from foreign currencies surged 96.20%, pre-tax revenues registered by the Treasury Marketing Unit (TMU) were up 59.48% than a year ago, and profi t from FX Margin Trading grew 16.94% from the increase of online transactions.

2. Business Overview

(1) Target Achievement

In 2014, FEIB’s total assets stood at NT$521.3 billion, achieved 101.05% of target; deposits amounted to NT$424.1 billion, achieved 100.11% of target; and loan outstanding amounted to NT$323.9 billion, achieved 95.56% of target.

(2) Analysis of Profi tability

FEIB’s net operating income in 2014 grew 14.21% (YoY) to NT$10.571 billion; among

Handbook for 2015 Annual Shareholders’ Meeting

which net interest income increased 10.05% (YoY) to NT$5.376 billion; net noninterest income was NT$5.195 billion, also up 18.87% (YoY).

The Bank’s net income after tax was NT$3.695 billion, up 20.69% than that of 2013. With capital injection of NT$4.076 billion in 2014 and an increase of 365 million shares, earnings per share was NT$1.31, still registering a growth of 5.65% (YoY).

3. Ratings

The Bank’s investment grade ratings were assessed by Fitch Ratings Limited to read as follows: National Rating Long-term A (twn), National Rating Short-term F1 (twn), Foreign Currency Rating Long-term BBB-, Foreign Currency Rating Short-term F3, and Foreign Currency Rating Outlook Stable. FEIB is considered a stable financial institution of investment grade.

Research and Development

In adoption with the development of mobile communication, social media, big data and cloud computing technologies, FEIB has engaged in creating the newly developed network/mobile fi nancial services together with e & M virtual channel service. In 2014, the Bank initiated various elevations of its digital service platform, such as led in launching FETP FX Margin Trading Online Platform, acquired approval to operate cross-border third-party payment, integrated Trusted Service Manager (TSM) to issue mobile credit cards via Over-the-Air (OTA) platform. Also, types of currencies for FX Margin Trading were added to enlarge business scale. More innovative and convenient e & M-banking services will be launched including mobile payment, domestic third-party payment, online application of service platform, fi nancial transactions via mobile devices, new generation network service platform, OTP non-contractual transfer service, allowing small and medium enterprises to have access of all-in-one internet banking, to not only enhance the operating effi ciency and market competitiveness of FEIB, but also provide excellent products to satisfy customer needs.

5. Structural Changes

(1) To comply with the modifi ed Article 32 of “Implementation Rules of Internal Audit and Internal Control System of Financial Holding Companies and Banking Industries”, FEIB renamed its “Legal Department” under the Administration & Support Group as “Legal Compliance Department” which is divided into “Legal Compliance Unit” and “Legal Unit” and appointed this Department to be directly under the Bank President so as to facilitate promotion of the whole Bank’s legal compliance system.
(2) In order to create innovative flagship financial service center with shopping mall

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complex, FEIB established in 2014 Hsinchu BigCity Branch and Banqiao Chungben Branch, two boutique branches within the shopping mall complex to combine wealth management with lifestyle and provide customers omni products and caring services.

Impact of Outside Competitive, Legal and Overall Operating Environment

Financial Supervisory Commission fully activated the “Creating Digitized Financial Environment 3.0" program to open more online application of financial business and amend relevant regulatory measures which will benefit FEIB’s promotion of online application service platform. The Legislative Yuan granted several major fi nancial bills including the Electronics Payment Processing Institutions Act amendment, accelerating the development momentum of third-party payment; Banking Law eased the limit of reinvestment total amount and changed it to be calculated on net value basis to expand banks’ investment scales; Banking Law also lowered maximum revolving interest rate of credit card to be under 15%, which will affect interest income for the banks.

2014 saw the recession in real estate transactions which infl uenced the mortgage market, target customers for the loan market moved toward employed group and squeezed growth and profi t in the consumer banking market. While it is forecasted that real estate transactions will remain gloomy in 2015, thanks to dropping international oil prices, substantial devaluation of Japanese Yen, and the propensity to change automobiles in Taiwan, outlook for the car loan business is relatively optimistic.

Operating Goals

Operating Goals:

Operating outlook for 2015 is summarized as follows:

(1) Total asset: NT$551.0 billion
(2) Total deposit: NT$442.9 billion
(3) Total loan: NT$365.4 billion
Operating Highlights:
(1) Individual Banking Business

The Wealth Management business continues to cultivate customers from the acquired Chinfon Bank, focus on serving high net worth customers, continues to develop FE Direct, e & M innovative channels, and will provide OTP non-contractual accounts transfer, dollar-cost averaging FX swap, automatic notifications to accounts and open small and medium enterprise customers to have access to many convenient service on e-banking. FEIB has been authorized to operate cross-border

Handbook for 2015 Annual Shareholders’ Meeting

third-party payment, will also proactively development domestic third-party payment, seize blue ocean opportunities. The Bank’s small and medium enterprise service will continue to expand and cultivate teams to provide these customers fi nancing and wealth management services for their diversifi ed needs. FEIB not only maintain its number one position in Taiwan’s TDR market, but also proactively promotes new trust products to generate service fees.

(2) Consumer Banking and Credit Card Business
A. Consumer Banking Business

FEIB accelerates the developments of its e & M-banking business models, expands new opportunities and profit incomes through new channels. Based on Big Data to continue its cross sales and bundle sales to provide funds and wealth management services, enhance customer relations, continue to strengthen asset management for high net worth clients, seek for simultaneous growth of asset, quality and profi t. To cope with the highly competitive market situation and adjustment of relevant laws and regulations, the Bank will continue to improve its operating process and service effi ciency to consolidate its niche products and market leading position.

B. Credit Card Business

FEIB continues to integrate the Group’s diversified enterprise resources for synergy of cross-industry products. Taking advantage of the HAPPY GO bonus point program and with diversifi ed application of HAPPY GO points, FEIB is able to fortify customer loyalty. Aside from C’est Moi My Card, the Bank cooperates with SOGO Department Stores to elevate ratio of revolving spending, joins forces with Formosa co-brand and eTag cards to enlarge traffi c users. Integrate HAPPY GO points and top up eTag cards, coupled with the newly added Easy Card and HappyCash cards to issue the four-in-one credit card to elevate customer stickiness and enter the small amount payment market. FEIB plans to launch travel-oriented credit cards to explore this market, introduce mobile and virtual cards to engage in the mobile payment business, establish e & M channels to serve customers online, consolidate customer base through data warehouse system, improve risk management technique and customizing pricing to elevate product competitiveness and expand revenue income.

(3) Corporate Banking Business

Focusing on target market, seizing growth opportunities of industry value chain

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and the needs for money fl ow, FEIB continues to develop new customers and new market, cultivate in depth the quality customers, understand their operational plans to seek new business opportunities, establish risk asset ceiling to optimize asset scale and composition. The Bank strengthens customer relations, adopts multi-products marketing, promotes e-commerce, builds up steady funding and deposit structure to gain steady funds, initiates fi nancial consulting business, deepen Corporate Finance business, establishes leasing company in China to develop opportunities in the Greater China region, further explores market outside this region to expand overseas market deployment to increase overseas revenues.

(4) Financial Markets Business

FEIB provides highly professional financial products and services to customers, focuses on its niche products, and thus secures its brand image and leadership position of its core products such as FX margin trading and convertible bond asset swap. The Bank cultivates existing customer relations, continues to develop new customer group, strengthens TMU business, and develops derivatives financial products to provide in depth services to its enterprise customers. FEIB also has a solid financial structure with excellent asset and liability management. The Bank enhances its asset quality by managing both profitability and risk management, thus, developing highly competitive fi nancial transaction products. FEIB commits to developing innovative fi nancial services, establishing online purchase system of FX margin trading and convertible bond option to offer customers with more convenient innovative transactions.

Handbook for 2015 Annual Shareholders’ Meeting

Attachment II

Independent auditors ’ report & 2014 Financial Statements

(English Translation of a Report Originally Issued in Chinese)

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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

2014		2013
Amount $ 8,084,621 78,125,478 25,944,211 40,439 14,385,710 19,664,258 26,785 319,176,466 30,518,170 3,991,084 1,592,014 6,971,873 7,839,735 2,785,884 1,801,534 826,343 165,375	% 2 15 5 - 3 4 - 61 6 1 - 1 1 1 - - -	Amount $ 4,348,619 88,876,281 18,795,444 111,034 23,006,325 20,671,269 1,003 292,517,032 21,735,693 3,105,972 2,365,826 8,477,868 2,748,522 2,814,164 1,830,904 579,514 206,250	% 1 18 4 - 5 4 - 59 4 1 - 2 1 1 - - -

$ 521,939,980	100	$ 492,191,720	100

Handbook for 2015 Annual Shareholders’ Meeting

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

2014		2013
Amount $ 11,496,870 11,055,294 5,204 4,391,451 5,596,002 243,366 423,242,417 25,479,749 2,874,070 762,276 530,549	% 2 2 - 1 1 - 81 5 1 - -	Amount $ 13,782,129 7,288,065 12,631 1,299,471 13,502,992 10,870 398,305,940 27,103,885 761,020 754,125 417,508	% 3 1 - - 3 - 81 6 - - -
485,677,248	93	463,238,636	94
28,618,263	6	23,621,182	5
462,400	-	34,923	-
3,382,816 304,122 3,697,426	- - 1	2,511,684 179,722 2,903,770	- - 1
7,384,364	1	5,595,176	1
67,264 (269,559)	- -	16,264 (314,461)	- -
(202,295)	-	(298,197)	-
36,262,732	7	28,953,084	6
$ 521,939,980	100	$ 492,191,720	100

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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

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

2014		2013		Percentage Increase (Decrease)
Amount $ 12,253,408 6,873,872	% 112 63	Amount $ 11,263,921 6,379,554	% 118 67	% 9 8 10 (2) 45 109 183 6 - (10) 148 18 14 487 8 (7)
5,379,536	49	4,884,367	51
2,914,137 1,591,928 99,085 566,581 64,618 (78,587) 195,326 144,324	27 15 1 5 1 (1) 2 1	2,971,308 1,097,798 47,402 199,908 61,148 - 217,824 58,307	31 12 - 2 1 - 2 1
5,497,412	51	4,653,695	49
10,876,948	100	9,538,062	100
70,318	-	(18,171)	-
3,817,680 213,380	35 2	3,544,628 230,519	37 3

(Continued)

Handbook for 2015 Annual Shareholders’ Meeting

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

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

2014		2013		Percentage Increase (Decrease)
Amount 2,479,436	% 23	Amount 2,217,979	% 23	% 12 9 21 20 21 615 128 174 173 29 21 - 29 -
6,510,496	60	5,993,126	63
4,296,134 601,611	40 6	3,563,107 501,837	37 5
3,694,523	34	3,061,270	32
51,000 34,939 10,883	1 - -	7,133 (125,353) (14,628)	- (1) -
96,822	1	(132,848)	(1)
$ 3,791,345	35	$ 2,928,422	31
$ 3,694,523	34	$ 3,061,270	32
$ -	-	$ -	-
$ 3,791,345	35	$ 2,928,422	31
$ -	-	$ -	-
$ 1.31		$ 1.24
$ 1.13		$ 1.14

(Concluded)

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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

		Equity Attributable to Owners of	Equity Attributable to Owners of	Equity Attributable to Owners of	the Bank
Share Capital $ 22,422,596	Capital Surplus $ 22,348	Retained Earnings			Other	Equity	Total Equity $ 26,433,287
					Exchange Differences on Translating Foreign Operations $ 9,131	Unrealized Loss on Available-for- sale Financial Assets $ (173,800)
		Legal Reserve $ 1,742,672	Special Reserve $ 4,554	Unappropriated Earnings $ 2,405,786
- - - 1,105,434	- - - -	769,012 - - -	- 173,800 - -	(769,012) (173,800) (515,720) (1,105,434)	- - - -	- - - -	- - (515,720) -
1,105,434	-	769,012	173,800	(2,563,966)	-	-	(515,720)
-	-	-	1,368	-	-	-	1,368
- -	- -	- -	- -	3,061,270 680	- 7,133	- (140,661)	3,061,270 (132,848)
-	-	-	-	3,061,950	7,133	(140,661)	2,928,422
93,152	12,575	-	-	-	-	-	105,727
23,621,182	34,923	2,511,684	179,722	2,903,770	16,264	(314,461)	28,953,084
3,650,000	425,761	-	-	-	-	-	4,075,761
- - - 1,224,476	- - - -	871,132 - - -	- 124,400 - -	(871,132) (124,400) (681,779) (1,224,476)	- - - -	- - - -	- - (681,779) -
1,224,476	-	871,132	124,400	(2,901,787)	-	-	(681,779)
- -	- -	- -	- -	3,694,523 920	- 51,000	- 44,902	3,694,523 96,822
-	-	-	-	3,695,443	51,000	44,902	3,791,345
122,605	1,716	-	-	-	-	-	124,321
$ 28,618,263	$ 462,400	$ 3,382,816	$ 304,122	$ 3,697,426	$ 67,264	$ (269,559)	$ 36,262,732

Handbook for 2015 Annual Shareholders’ Meeting

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation Amortization Provision (reversal of provision) for possible losses Net valuation loss on f nancial assets and liabilities at fair value through prof t or loss Interest cost Interest income Dividend income Shares of prof t from associates Loss on disposal of investment accounted for using equity method Recovery of written-off credits Others Changes in operating assets and liabilities Decrease (increase) in due from the Central Bank and other banks Increase in f nancial assets at fair value through prof t or loss Decrease in receivables Increase in discounts and loans Increase in available-for-sale f nancial assets Increase in held-to-maturity f nancial assets Decrease in debt investments with no active market Increase (decrease) in due to the Central Bank and other banks Increase in f nancial liabilities at fair value through prof t or loss Increase (decrease) in payables Increase in deposits and remittances Cash used in operations Interest received Dividends received Interest paid Income tax paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of f nancial assets measured at cost Proceeds from disposal of investment accounted for using equity method Proceeds from disposal of buildings and land held for sale Acquisition of property and equipment Proceeds from disposal of property and equipment Decrease (increase) in other f nancial assets Decrease (increase) in other assets	2014 $ 4,296,134 180,813 32,567 70,318 28,463 6,873,872 (12,253,408) (69,177) (64,618) 78,587 917,883 (29,889) (4,000,746) (7,177,230) 1,112,414 (27,959,190) (8,792,969) (660,120) 1,506,018 (2,285,259) 3,741,584 (7,775,660) 24,936,477	2013 $ 3,563,107 189,220 41,299 (18,171) 927,647 6,379,554 (11,263,921) (75,482) (61,148) - 1,330,422 (29,325) 1,635,931 (3,612,256) 107,630 (13,392,924) (10,047,589) (894,829) 2,236,740 2,107,171 3,108,608 8,367,347 6,372,674
	(27,293,136) 12,177,178 69,177 (6,742,592) (623,118)	(3,028,295) 11,265,053 75,482 (6,482,692) (233,167)
	(22,412,491)	1,596,381
	(74,850) 721,070 23,465 (151,491) 105 (4,755,792) 14,213	- - 18,140 (123,497) 80 92,578 (2,473)

(Continued)

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FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

Dividends received from associates Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the issuance of Euro Convertible Bonds Proceeds from the issuance of bank debentures Redemption of bank debentures Increase in securities sold under repurchase agreements Increase (decrease) in other f nancial liabilities Increase (decrease) in other liabilities Cash dividends Proceeds from issuance of ordinary shares Net cash generated from f nancing activities EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR	2014 49,656	2013 50,611
	(4,173,624)	35,439
	- 1,100,000 (3,000,000) 3,091,980 2,113,050 113,180 (681,779) 4,075,761	4,481,250 4,000,000 (4,000,500) 1,299,471 (1,147,050) (14,151) (515,720) -
	6,812,192	4,103,300
	137,761	(25,115)
	(19,636,162) 101,027,363	5,710,005 95,317,358
	$ 81,391,201	$ 101,027,363

Reconciliation of the amounts in the consolidated statements of cash fl ows with the equivalent items reported in the consolidated balance sheets is as follows:

Cash and cash equivalents in consolidated balance sheets Due from the Central Bank and other banks in compliance with IAS 7 def nition of “cash and cash equivalents” Securities purchased under resale agreements in compliance with IAS 7 def nition of “cash and cash equivalents” Cash and cash equivalents in consolidated statements of cash f ows	December 31 2014 2013 $ 8,084,621 $ 4,348,619 58,920,870 73,672,419 14,385,710 23,006,325 $ 81,391,201 $ 101,027,363	December 31 2014 2013 $ 8,084,621 $ 4,348,619 58,920,870 73,672,419 14,385,710 23,006,325 $ 81,391,201 $ 101,027,363
		2013 $ 4,348,619 73,672,419 23,006,325
		$ 101,027,363

(Concluded)

Handbook for 2015 Annual Shareholders’ Meeting

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FAR EASTERN INTERNATIONAL BANK LTD.

BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

2014		2013
Amount $ 8,018,266 78,125,478 25,430,620 40,439 14,385,710 18,738,407 25,651 319,176,466 30,518,170 3,991,084 2,609,533 6,971,873 7,752,695 2,781,602 1,801,534 822,423 154,888	% 2 15 5 - 3 4 - 61 6 1 - 1 1 1 - - -	Amount $ 4,301,045 88,876,281 18,795,444 111,034 23,006,325 20,465,440 - 292,517,032 21,735,693 3,105,972 2,661,857 8,477,868 2,661,695 2,809,277 1,830,904 576,972 172,847	% 1 18 4 - 5 4 - 59 4 1 1 2 - 1 - - -

$ 521,344,839	100	$ 492,105,686	100

Handbook for 2015 Annual Shareholders’ Meeting

FAR EASTERN INTERNATIONAL BANK LTD.

BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

2014		2013
Amount $ 11,496,870 11,055,294 5,204 4,391,451 5,537,456 225,465 423,765,479 25,479,749 1,844,152 762,276 518,711	% 2 2 - 1 1 - 81 5 1 - -	Amount $ 13,782,129 7,288,065 12,631 1,299,471 13,443,426 5,277 398,665,473 27,103,885 396,054 754,125 402,066	% 3 1 - - 3 - 81 6 - - -
485,082,107	93	463,152,602	94
28,618,263	6	23,621,182	5
462,400	-	34,923	-
3,382,816 304,122 3,697,426	- - 1	2,511,684 179,722 2,903,770	- - 1
7,384,364	1	5,595,176	1
67,264 (269,559)	- -	16,264 (314,461)	- -
(202,295)	-	(298,197)	-
36,262,732	7	28,953,084	6
$ 521,344,839	100	$ 492,105,686	100

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FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

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

2014		2013		Percentage Increase (Decrease)
Amount $ 12,251,873 6,876,102	% 116 65	Amount $ 11,263,165 6,378,340	% 122 69	% 9 8
5,375,771	51	4,884,825	53	10
2,445,971 1,592,197 99,085 566,086 166,763 187,343 137,536	23 15 1 5 2 2 1	2,536,530 1,097,798 47,402 201,117 231,254 202,457 53,821	27 12 1 2 2 2 1	(4) 45 109 181 (28) (7) 156
5,194,981	49	4,370,379	47	19
10,570,752	100	9,255,204	100	14
70,361	1	(18,093)	-	489
3,638,611 210,259 2,391,923	34 2 23	3,373,247 226,311 2,147,178	37 2 23	8 (7) 11
6,240,793	59	5,746,736	62	9
4,259,598 565,075	40 5	3,526,561 465,291	38 5	21 21

(Continued)

Handbook for 2015 Annual Shareholders’ Meeting

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

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

2014		2013		Percentage Increase (Decrease)
Amount 3,694,523	% 35	Amount 3,061,270	% 33	% 21
51,000 34,939 10,883	1 - -	7,133 (125,353) (14,628)	- (1) -	615 128 174
96,822	1	(132,848)	(1)
$ 3,791,345	36	$ 2,928,422	32	29
$ 1.31		$ 1.24
$ 1.13		$ 1.14

(Concluded)

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FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

Share Capital $ 22,422,596	Capital Surplus $ 22,348	Retained Earnings	Retained Earnings	Retained Earnings	Other Equity	Other Equity	Total Equity $ 26,433,287
					Exchange Differences on Translating Foreign Operations $ 9,131	Unrealized Loss on Available-for- sale Financial Assets $ (173,800)
		Legal Reserve $ 1,742,672	Special Reserve $ 4,554	Unappropriated Earnings $ 2,405,786
- - - 1,105,434	- - - -	769,012 - - -	- 173,800 - -	(769,012) (173,800) (515,720) (1,105,434)	- - - -	- - - -	- - (515,720) -
1,105,434	-	769,012	173,800	(2,563,966)	-	-	(515,720)
-	-	-	1,368	-	-	-	1,368
- -	- -	- -	- -	3,061,270 680	- 7,133	- (140,661)	3,061,270 (132,848)
-	-	-	-	3,061,950	7,133	(140,661)	2,928,422
93,152	12,575	-	-	-	-	-	105,727

23,621,182	34,923	2,511,684	179,722	2,903,770	16,264	(314,461)	28,953,084
3,650,000	425,761	-	-	-	-	-	4,075,761
- - - 1,224,476	- - - -	871,132 - - -	- 124,400 - -	(871,132) (124,400) (681,779) (1,224,476)	- - - -	- - - -	- - (681,779) -
1,224,476	-	871,132	124,400	(2,901,787)	-	-	(681,779)
- -	- -	- -	- -	3,694,523 920	- 51,000	- 44,902	3,694,523 96,822
-	-	-	-	3,695,443	51,000	44,902	3,791,345
122,605	1,716	-	-	-	-	-	124,321
$ 28,618,263	$ 462,400	$ 3,382,816	$ 304,122	$ 3,697,426	$ 67,264	$(269,559)	$ 36,262,732

Handbook for 2015 Annual Shareholders’ Meeting

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation Amortization Provision (reversal of provision) for possible losses Net valuation loss on f nancial assets and liabilities at fair value through prof t or loss Interest cost Interest income Dividend income Shares of prof t from subsidiaries and associates Recovery of written-off credits Others Changes in operating assets and liabilities Decrease (increase) in due from the Central Bank and other banks Increase in f nancial assets at fair value through prof t or loss Decrease (increase) in receivables Increase in discounts and loans Increase in available-for-sale f nancial assets Increase in held-to-maturity f nancial assets Decrease in debt investments with no active market Increase (decrease) in due to the Central Bank and other banks Increase in f nancial liabilities at fair value through prof t or loss Increase (decrease) in payables Increase in deposits and remittances Cash used in operations Interest received Dividends received Interest paid Income tax paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of f nancial assets measured at cost Acquisition of property and equipment Proceeds from disposal of property and equipment Decrease (increase) in other f nancial assets Decrease in other assets Dividends received from subsidiaries and associates Net cash generated from (used in) investing activities	2014 $ 4,259,598 179,375 30,884 70,361 27,808 6,876,102 (12,251,873) (69,177) (166,763) 917,883 (29,889) (4,000,746) (6,662,984) 1,832,444 (27,959,190) (8,792,969) (660,120) 1,506,018 (2,285,259) 3,741,584 (7,774,248) 25,100,006	2013 $ 3,526,561 186,327 39,984 (18,093) 927,647 6,378,340 (11,263,165) (75,482) (231,254) 1,330,422 (29,325) 1,635,931 (3,612,256) (507,850) (13,392,924) (10,047,589) (895,829) 2,236,740 2,107,171 3,108,608 8,371,354 6,223,612
	(26,111,155) 12,175,592 69,177 (6,745,214) (598,598)	(4,001,070) 11,264,063 75,482 (6,481,031) (163,320)
	(21,210,198)	694,124
	(74,850) (150,660) 105 (4,755,579) 16,445 229,970	- (122,802) 80 93,431 1,191 352,898
	(4,734,569)	324,798

(Continued)

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FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of Euro Convertible Bonds Proceeds from issuance of bank debentures Redemption of bank debentures Increase in securities sold under repurchase agreements Increase (decrease) in other f nancial liabilities Increase in other liabilities Cash dividends Proceeds from issuance of ordinary shares Net cash generated from f nancing activities EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS, END OF THE YEAR	2014 - 1,100,000 (3,000,000) 3,091,980 1,448,098 118,003 (681,779) 4,075,761	2013 4,481,250 4,000,000 (4,000,500) 1,299,471 (511,951) 2,784 (515,720) -
	6,152,063	4,755,334
	137,761	(25,115)
	(19,654,943) 100,979,789	5,749,141 95,230,648
	$ 81,324,846	$ 100,979,789

Reconciliation of the amounts in the statements of cash fl ows with the equivalent items reported in the balance sheets is as follows:

Cash and cash equivalents in balance sheets Due from the Central Bank and other banks in compliance with IAS 7 def nition of “cash and cash equivalents” Securities purchased under resale agreements in compliance with IAS 7 def nition of “cash and cash equivalents” Cash and cash equivalents in statements of cash f ows	December 31	December 31
	2014 $ 8,018,266 58,920,870 14,385,710 $ 81,324,846	2013 $ 4,301,045 73,672,419 23,006,325
		$ 100,979,789

(Concluded)

Handbook for 2015 Annual Shareholders’ Meeting

Attachment III

Supervisor's Review Report on the 2014 Business Operations and Financial Statements

To 2015 Annual Shareholders’ Meeting of Far Eastern International Bank

In accordance with Article 219 of the Company Law, we have reviewed the Business Report, the Earnings Distribution Proposal, and audited Financial Statements submitted by the Board of Directors for the year ended 2014 by J.H. Chen, CPA and C.S. Yang, CPA of Deloitte & Touche, and found them in order.

General Supervisor Humphrey Cheng Supervisor Shi-Chun Hsu Supervisor Linin Day

March 20, 2015

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Attachment IV

Report of Subordinated Financial Debentures issued in 2014

(i) Reported in accordance with Article 246 of the Company Law.
(ii) Issuance of the Bank’s 2014 subordinated fi nancial debenture is as follows:

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Term 2014 1st Secondary Financial Bond
The 11th meeting of the 8th Board of Directors on March 4, 2014
Board
approved issuance of subordinated fi nancial denture up to NT$4
resolution date
Billion
Issuing date 7 years, from Dec.23, 2014 to Dec.23, 2021
Amount NT$1.1 Billon
Per Annum 2.05% p.a.
1. Enhance capital adequacy ratio, strengthen capital structure,
Reasons for and support business development.
offering 2. Obtain mid-to-long term working capital, improve assets and
liabilities structure, and reduce operational risk.
Repayment
Bullet payment at maturity
method
Security
Clean
method
Unit Financial Supervisory Commission
Date April.23, 2014
Doc. No. Gin-Guan-Yin -Guo-Zi No. 10300105790 Order
Approval authority
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(iii) The notion of reporting actual issuing status in 2015 annual shareholders’ meeting was approved In the 16th meeting of the 8th term Board of Directors on March 20, 2015.

Handbook for 2015 Annual Shareholders’ Meeting

Attachment V

Amendment to the Articles of Incorporation of Far Eastern International Bank

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Section Proposed changes Current Articles Reasons
The Bank has issued Series A Registered The Bank has issued Series A Registered Pursuant to the laws and
Preferred Stock. The rights, obligations, and Preferred Stock. The rights, obligations, and ordinances concerned,
other important terms and conditions are other important terms and conditions are the Bank duly established
listed as follows: listed as follows: the Audit Committee in
1. Should there be surplus after the closing 1. Should there be surplus after the closing place of the supervisor
of annual accounts, the Bank shall pay of annual accounts, the Bank shall pay system upon reelection of
all taxes and make up the loss of the all taxes and make up the loss of the directors in Session Nine.
previous years in compliance with the previous years in compliance with the It is, therefore, proposed
law. Should there be further surplus, law. Should there be further surplus, that the wording regarding
legal reserve and special reserve shall legal reserve and special reserve shall the supervisors as set
be retained in compliance with the be retained in compliance with the forth under Paragraph I,
law and the relevant provisions of the law and the relevant provisions of the Subparagraph V of this
Articles of Incorporation. After that, the Articles of Incorporation. After that, the Article be duly amended
remaining surplus together with the remaining surplus together with the accordingly.
unallocated surplus of the last year shall unallocated surplus of the last year shall
fi rst be paid for the dividends of the fi rst be paid for the dividends of the
current year and the unpaid dividends current year and the unpaid dividends
of the previous years on the Series A of the previous years on the Series A
Preferred Stock. Preferred Stock.
2. The dividends of Series A Preferred 2. The dividends of Series A Preferred
Article 4-1 Stock shall be marked up based on the Stock shall be marked up based on the
fi xed interest rate of the one-year time fi xed interest rate of the one-year time
deposit issued by the Chunghwa Post deposit issued by the Chunghwa Post
Co., Ltd. The mark-up shall be limited Co., Ltd. The mark-up shall be limited
up to 4% per annum and calculated up to 4% per annum and calculated
based on the actual selling price. After based on the actual selling price. After
the books of accounts are recognized the books of accounts are recognized
in the yearly Shareholders’ Meeting, the in the yearly Shareholders’ Meeting, the
Board of Directors shall separately set a Board of Directors shall separately set a
standard date for paying such dividends. standard date for paying such dividends.
The payment of the dividends of Series The payment of the dividends of Series
A Preferred Stock of the current year A Preferred Stock of the current year
shall be calculated based on the actual shall be calculated based on the actual
issuing days from the issue date in issuing days from the issue date in
proportion to the days of the total year. proportion to the days of the total year.
The issue date means the standard date The issue date means the standard date
of capital increase. The payment of the of capital increase. The payment of the
dividends in the redemption year shall dividends in the redemption year shall
thus be calculated based on the actual thus be calculated based on the actual
issuing days in proportion to the days of issuing days in proportion to the days of
that total year. that total year.
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Section Proposed changes Current Articles Reasons
3. Should there be no surplus after the 3. Should there be no surplus after the
closing of the annual accounts, or closing of the annual accounts, or
should the surplus be insuffi cient for should the surplus be insuffi cient for
the payment of the dividends of Series the payment of the dividends of Series
A Preferred Stock of the current year, A Preferred Stock of the current year,
or should the payment of the dividends or should the payment of the dividends
of Series A Preferred Stock result in of Series A Preferred Stock result in
the falling of the capital adequacy the falling of the capital adequacy
ratio of the Bank below the minimum ratio of the Bank below the minimum
requirement prescribed by the law or the requirement prescribed by the law or the
competent authority and the payment competent authority and the payment
of dividends be thus suspended, such of dividends be thus suspended, such
insuffi cient portion of dividends shall insuffi cient portion of dividends shall
be accumulated and be paid in priority be accumulated and be paid in priority
order in the later years with surplus. order in the later years with surplus.
4. The remaining assets of the Bank shall 4. The remaining assets of the Bank shall
be distributed to the holders of the be distributed to the holders of the
Series A Preferred Stock in preference Series A Preferred Stock in preference
to the holders of the Common Stock to the holders of the Common Stock
provided, however, that such distribution provided, however, that such distribution
shall not exceed the total issuing value shall not exceed the total issuing value
and any dividends owed. and any dividends owed.
5. The holders of the Series A Preferred 5. The holders of the Series A Preferred
Stock shall have no voting and election Stock shall have no voting and election
rights in the Shareholders’ Meeting; but rights in the Shareholders’ Meeting; but
they shall have the right to be elected to they shall have the right to be elected to
be directors. be directors or supervisors.
6. Except the right of receive the dividends 6. Except the right of receive the dividends
Article 4-1
as provided in Sub-paragraph 2 of this as provided in Sub-paragraph 2 of this
Paragraph, the holders of the Series A Paragraph, the holders of the Series A
Preferred Stock shall have no right to Preferred Stock shall have no right to
the distribution of the cash or capital the distribution of the cash or capital
set aside from the surplus and capital set aside from the surplus and capital
surplus, available to the holders of the surplus, available to the holders of the
Common Stock. Common Stock.
7. In case of the issuing of new stock by 7. In case of the issuing of new stock by
the Bank due to capital increase, the the Bank due to capital increase, the
holders of the Series A Preferred Stock holders of the Series A Preferred Stock
shall have the same pre-emptive right to shall have the same pre-emptive right to
purchase the new stock like the holders purchase the new stock like the holders
of the Common Stock. of the Common Stock.
8. Commencing from the second day of 8. Commencing from the second day of
the third anniversary from the issue the third anniversary from the issue
date of the Series A Preferred Stock, date of the Series A Preferred Stock,
except during the time when the transfer except during the time when the transfer
of shares is suspended in accordance of shares is suspended in accordance
with the law, the holders of the Series with the law, the holders of the Series
A Preferred Stock shall have the right, A Preferred Stock shall have the right,
at any time, to convert the Series A at any time, to convert the Series A
Preferred Stock, in full or in part, into Preferred Stock, in full or in part, into
shares of Common Stock of the Bank at shares of Common Stock of the Bank at
the conversion rate of one-to-one. The the conversion rate of one-to-one. The
rights and obligations of the Common rights and obligations of the Common
Stock so converted shall be the same Stock so converted shall be the same
as those of the other original Common as those of the other original Common
Stock. Stock.
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Section Proposed changes Current Articles Reasons
9. Should any shares of the Series A 9. Should any shares of the Series A
Preferred Stock be converted into Preferred Stock be converted into
shares of the Common Stock before shares of the Common Stock before
the standard date of distribution of the standard date of distribution of
dividends, the holders shall not have the dividends, the holders shall not have the
right to the distribution of the dividends right to the distribution of the dividends
of Preferred Stock in the current of Preferred Stock in the current
and following years. However, the and following years. However, the
outstanding dividends of such Series A outstanding dividends of such Series A
Preferred Stock in the previous years Preferred Stock in the previous years
shall still be paid, in priority order, in the shall still be paid, in priority order, in the
same year or the following years. same year or the following years.
10. The Series A Preferred Stock shall 10. The Series A Preferred Stock shall
be perpetual without maturity date. be perpetual without maturity date.
Commencing from the second day of Commencing from the second day of
the fi fth anniversary of the issue date, if the fi fth anniversary of the issue date, if
permitted by the law and the competent permitted by the law and the competent
authority, the Bank may, at any time, authority, the Bank may, at any time,
Article 4-1
redeem, at the actual issuing price, the redeem, at the actual issuing price, the
whole or a part of the Series A Preferred whole or a part of the Series A Preferred
Stock in circulation. Should the Bank Stock in circulation. Should the Bank
fail to redeem the Series A Preferred fail to redeem the Series A Preferred
Stock before the fi fth anniversary of the Stock before the fi fth anniversary of the
issue date, an additional one percent issue date, an additional one percent
per annum shall be increased to its per annum shall be increased to its
dividends commencing from the second dividends commencing from the second
day of the fi fth anniversary of the issue day of the fi fth anniversary of the issue
date. date.
The Board of the Directors shall be The Board of the Directors shall be
authorized to prescribe the dividend authorized to prescribe the dividend
rate of the Series A Preferred Stock rate of the Series A Preferred Stock
at the actual issue date according to at the actual issue date according to
the conditions of the current capital the conditions of the current capital
market and subject to the restrictions as market and subject to the restrictions as
provided in the Sub-paragraph 2 of the provided in the Sub-paragraph 2 of the
preceding Paragraph. preceding Paragraph.
The powers of the meeting of shareholders The powers of the meeting of shareholders Where the Bank has
shall be as follows: shall be as follows: established the Audit
(1) To prescribe and amend the Articles of (1) To prescribe and amend the Articles of Committee in place of
Incorporation; Incorporation; the supervisor system,
(2) To elect the directors; (2) To elect the directors and supervisors; the provisions regarding
(3) To review the books prepared by (3) To review the books prepared by the supervisors should be
the board of directors and the Audit board of directors and the supervisors’ deleted and the text
Committee’ reports; reports; amended accordingly.
Article 11
(4) To review proposals governing the (4) To review proposals governing the
increase or decrease of the share increase or decrease of the share
capital of the Bank; capital of the Bank;
(5) To distribute profi t or make up the (5) To distribute profi t or make up the
defi cit; defi cit;
(6) To resolve on any other important (6) To resolve on any other important
matters or those as provided in the matters or those as provided in the
Company Law. Company Law.
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Section Proposed changes Current Articles Reasons
When the shareholder is unable to attend When the shareholder is unable to attend The text amended
the Shareholders’ Meeting, the entrusted the Shareholders’ Meeting, the entrusted accordingly.
deputy may attend the meeting and exercise deputy may attend the meeting and exercise
the shareholder’s rights according to Article the shareholder’s rights according to Article
177 of the Company Act. The entrusted 177 of the Company Act. The entrusted
deputy is not the shareholder only. deputy is not the shareholder only.
Article 12
Unless the Company Law provides Unless the Company Law provides
otherwise, the designation of a proxy by otherwise, the designation of a proxy by
any shareholder shall be subject to the any shareholder shall be subject to the
‘Regulation Governing the Attendance by ‘Regulation Governing the Attendance by
Proxy of Shareholders’ Meetings of Publicly Proxy of Shareholders’ Meetings of Publicly
’ ’
Traded Companies . Traded Companies .
Chapter V. Board of Directors, and Chapter V. Board of Directors, Supervisors Where the Bank has
Managers and Managers established the Audit
The Bank shall have nine (9) to fi fteen The Bank shall have nine (9) to fi fteen Committee in place of
(15) Directors, all to be elected among (15) Directors, and three (3) to f ve (5) the supervisor system, it
the shareholders with capacity at a Supervisors, all to be elected among is to amend the number
shareholders’ meeting. The directors shall the shareholders with capacity at a of independent directors
include not less than three Independent shareholders’ meeting. The directors shall and to delete the wording
Directors, and not less than one-fi fth of include not less than two Independent regarding supervisors.
the director seats shall be held by the Directors, and not less than one-fi fth of The Chapter Title of
Independent Directors. A candidate the director seats shall be held by the Chapter Five is, therefore,
nomination system shall be adopted for the Independent Directors. A candidate amended from “Directors
election of Directors. The shareholders shall nomination system shall be adopted for and supervisors and
elect the Directors from the list of candidates the election of Directors and Supervisors. managerial offi cers” to
of Directors. Any matters relating to The shareholders shall elect the Directors “Directors and managerial
nomination shall be handled in accordance and Supervisors from the list of candidates offi cers”.
with Article 192-1 of the Company Act and of Directors and Supervisors. Any matters
the relevant laws and regulations. relating to nomination shall be handled
The Bank’s Audit Committee is organized by in accordance with Article 192-1 of the
Article 15 all independent directors in accordance with Company Act and the relevant laws and
the provisions of the Securities Exchange regulations.
Act. Members of the Audit Committee, the The Bank’s Audit Committee is organized by
exercise of authorities, and other binding all independent directors in accordance with
matters are processed in accordance with the provisions of the Securities Exchange
the governing law or the organizational Act. Members of the Audit Committee, the
regulations. The organic regulation of the exercise of authorities, and other binding
Audit Committee is separately prescribed by matters are processed in accordance with
the Board of Directors. the governing law or the organizational
The number of total shares owned by the regulations. The organic regulation of the
Directors shall be prescribed in accordance Audit Committee is separately prescribed by
with the ‘Regulation Governing the the Board of Directors.
Shareholding Percentage of Directors and The number of total shares owned by
Supervisors and its Verifi cation of Publicly the Directors and the Supervisors shall
’
Traded Companies . be prescribed in accordance with the
‘Regulation Governing the Shareholding
Percentage of Directors and Supervisors
and its Verifi cation of Publicly Traded
’
Companies .
The tenure in offi ce of the Directors shall be The tenure in offi ce of the Directors and Where the Bank has
three (3) years. All Directors are eligible for Supervisors shall be three (3) years. All established the Audit
re-election. Directors and Supervisors are eligible for re- Committee in place of
election. the supervisor system,
Article 16
the provisions regarding
supervisors should be
deleted and the text
amended accordingly.
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Section Proposed changes Current Articles Reasons
Three to fi ve Managing Directors shall be Three to fi ve Managing Directors shall be Where the Bank has
elected by and from among the Directors. elected by and from among the Directors. established the Audit
The Managing Directors shall include not The Managing Directors shall include not Committee in place of
less than one Independent Director, and less than one Independent Director, and the supervisor system,
not less than one-fi fth of the Managing not less than one-fi fth of the Managing the provisions regarding
Director seats shall be held by Independent Director seats shall be held by Independent supervisors should be
Directors. The Chairman and Vice Chairman Directors. The Chairman and Vice Chairman deleted and the text
of the Board of Directors shall be elected by of the Board of Directors shall be elected by amended accordingly.
and from among the Managing Directors. and from among the Managing Directors.
Directors and Managing Directors shall form Directors and Managing Directors shall form
the Board of Directors and the Board of the Board of Directors and the Board of
Managing Directors respectively. Managing Directors respectively.
Article 17
The Board of Managing Directors shall carry The Board of Managing Directors shall carry
out the functions of the Board of Directors out the functions of the Board of Directors
while the Board of Directors is in recess. while the Board of Directors is in recess. A
Resident Supervisor shall be elected by and
from among the Supervisors.
One to Two Executive Directors shall be One to Two Executive Directors shall be
elected by and from among the Board of elected by and from among the Board of
Directors. Directors.
The Executive Directors shall attend The Executive Directors shall attend
meetings of the Board of Managing meetings of the Board of Managing
Directors but shall not vote. Directors but shall not vote.
Regular meetings of the Board of Directors Regular meetings of the Board of Directors Where the Bank has
shall be convened once every three (3) shall be convened once every three (3) established the Audit
months; and meetings of the Board of months with invitation of presence by the Committee in place of
Managing Directors may convene from time Supervisors; and meetings of the Board of the supervisor system,
to time. Managing Directors may convene from time the provisions regarding
to time. supervisors should be
In calling a meeting of the board of In calling a meeting of the board of deleted and the text
directors, a notice setting forth therein the directors, a notice setting forth therein amended accordingly.
subject(s) to be discussed at the meeting the subject(s) to be discussed at the
shall be given to each director no later meeting shall be given to each director
than 7 days prior to the scheduled meeting and supervisor no later than 7 days prior
date by means of personal delivery, fax, to the scheduled meeting date by means
Article 19 electronic mail, or postal delivery; however, of personal delivery, fax, electronic mail,
in the case of emergency, the meeting or postal delivery; however, in the case of
may be convened at any time by the same emergency, the meeting may be convened
means of notice as provided above. at any time by the same means of notice as
provided above.
If a Director is unable to attend the meeting, If a Director is unable to attend the meeting,
he may appoint another Director to act on he may appoint another Director to act on
his behalf at the meeting in accordance with his behalf at the meeting in accordance with
the law. the law.
The preparation and distribution of the The preparation and distribution of the
minutes of meeting of the Board of Directors minutes of meeting of the Board of Directors
may be effected by means of electronic may be effected by means of electronic
transmission. transmission.
The Board of Directors shall be authorized The Powers of the Supervisors shall be as Where the Bank has
to resolve on the remunerations of the follows : established the Audit
directors based on their contribution to the (1) To investigate and review as to the Committee in place of
operation of the Bank and the comparable status of the business and f nancial the supervisor system,
Article 21
level as offered by the other companies in conditions of the Bank. the provisions regarding
the same trade. (2) To audit the books of accounts, supervisors under Articles 21
documents and f nancial statements; should be deleted and the
text amended accordingly.
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Section Proposed changes Current Articles Reasons
(3) To check the inventory; The article orders
(4) To supervise the performance of the thereunder shall be
employees and expose malfeasance or adjusted accordingly.
Article 21
dereliction on the part of the employees.
(5) To perform any other functions as may
be prescribed by laws and regulation.
The Bank’s management includes The Board of Directors shall be authorized The text and article
President, Executive Vice Presidents, Heads to resolve on the remunerations of the amended accordingly.
of Business Unit, Deputy Executive Vice directors and supervisors based on their
Presidents, Department Heads (Managers contribution to the operation of the Bank
and Offi cers), and Branch Managers. and the comparable level as offered by the
The Bank shall appoint: a President to other companies in the same trade.
manage the overall business of the Bank
in accordance with the policy adopted by
Article 22 the Board of Directors; and a number of
managers at all levels are appointed to
assist the President. Besides, the Bank shall
also appoint one Chief Auditor to manage
the overall auditing matters of the Bank.
Appointment and dismissal of the above-
mentioned personnel shall be approved by
a majority vote of the Directors present at a
Meeting of Board of Directors.
The fi scal year of the Bank shall be from The Bank’s management includes The text and article
January 1st to December 31st, and based President, Executive Vice Presidents, Heads amended accordingly.
on the calendar years of the Republic of Business Unit, Deputy Executive Vice
of China. There shall be two accounting Presidents, Department Heads (Managers
periods in a year. June 30 shall be and Offi cers), and Branch Managers.
the settling date for the 1st period and The Bank shall appoint: a President to
December 31 that for the second period. manage the overall business of the Bank
At the end of the fi scal year, an annual in accordance with the policy adopted by
Article 23 settlement of accounts shall be conducted. the Board of Directors; and a number of
managers at all levels are appointed to
assist the President. Besides, the Bank shall
also appoint one Chief Auditor to manage
the overall auditing matters of the Bank.
Appointment and dismissal of the above-
mentioned personnel shall be approved by
a majority vote of the Directors present at a
Meeting of Board of Directors.
For the purpose of settling the accounts The fi scal year of the Bank shall be from According to Article 14-5(3)
of the Bank, the Board of Directors shall January 1st to December 31st, and based of the Securities Exchange
prepare various documents and statements on the calendar years of the Republic Act: A company that has
and present them to the Audit Committee of China. There shall be two accounting established an Audit
for examination thirty (30) days prior to the periods in a year. June 30 shall be Committee is not subject to
Article 24 the provisions of Article 36-1
regular meeting of shareholders. the settling date for the 1st period and
requiring that its fi nancial
After it is submitted to and audited by the December 31 that for the second period.
reports be recognized by
Audit Committee, it should be submitted At the end of the fi scal year, an annual
a supervisor. The text and
to the regular shareholders meeting for settlement of accounts shall be conducted.
article amended accordingly.
acknowledgement.
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Section Proposed changes Current Articles Reasons
The documents enumerated in the
preceding paragraph shall be declared to
the competent authorities in accordance
Article 24 with the Company Act, Securities and
Exchange Act, Banking Act and other laws
and ordinances concerned and shall be duly
promulgated as required.
In case of net profi ts after settlement of For the purpose of settling the accounts Where the Bank has
accounts for each fi scal year, the Bank shall of the Bank, the Board of Directors shall established the Audit
fi rst pay up all necessary taxes and recover prepare a report on operations, f nancial Committee in place of
all the losses incurred in the previous statements, and proposals for distribution the supervisor system,
years, if any, before setting aside a legal of net prof ts or for covering of losses, the provisions regarding
reserve of thirty per cent (30%) of the net and present them to the Supervisor for supervisors should be
profi t and appropriating, according to law examination thirty (30) days prior to deleted and the text
and regulations, a special surplus reserve. the regular meeting of shareholders. amended accordingly.
The remaining amount together with the The Supervisor shall prepare a report
accumulated retained profi ts of the last year and present it to the regular meeting of
shall fi rst be distributed to the dividends of shareholders for acceptance.
Preferred Stock. After having had certain
portion set aside based on the condition of The above-mentioned statements and the
operation, the remaining dividends shall be supervisor’s report shall be kept at the Bank,
appropriated as follows: ten (10) days prior to the regular meeting
(1) Dividends of shareholders: To be of shareholders, for the inspection by the
ninety-two per cent (92%) and equally shareholders; and such shall be reported
distributed to the shareholders to the competent authority and the Central
according to their share-holding; but in Bank for reference within f fteen (15) days
case of capital increase the dividends after the regular meeting of shareholders.
distributable on the newly increased
shares of the year shall be decided
Article 25 by the resolution of a shareholders’
meeting;
(2) Remuneration of Directors: To be
two per cent (2%) and the method of
distribution is to be decided by the
meeting of Directors;
(3) Employees bonus: To be six per cent
(6%).
Before the above-mentioned legal reserve
reaches the amount of total paid-in capital,
the maximum appropriation of cash
dividends shall not exceed fi fteen percent
(15%) of the total paid-in capital.
Allocation of profi ts as prescribed under
Paragraph 1 above shall be proposed by
the Board of Directors in accordance with
the existing circumstances at the time,
taking into account the future development
plan of the Bank. Any allocation of cash
dividend shall, in principle, be no less than
10% of the total stock interest and stock
dividends to be distributed that year.
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Section Proposed changes Current Articles Reasons
Rules governing the organization of the In case of net profi ts after settlement of The text amended
Bank, and other rules and regulations shall accounts for each fi scal year, the Bank shall accordingly.
be separately prescribed by the Board of fi rst pay up all necessary taxes and recover
Directors. all the losses incurred in the previous
years, if any, before setting aside a legal
reserve of thirty per cent (30%) of the net
profi t and appropriating, according to law
and regulations, a special surplus reserve.
The remaining amount together with the
accumulated retained profi ts of the last year
shall fi rst be distributed to the dividends of
Preferred Stock. After having had certain
portion set aside based on the condition of
operation, the remaining dividends shall be
appropriated as follows:
(1) Dividends of shareholders: To be
ninety-two per cent (92%) and equally
distributed to the shareholders
according to their share-holding; but in
case of capital increase the dividends
distributable on the newly increased
shares of the year shall be decided
Article 26 by the resolution of a shareholders’
meeting;
(2) Remuneration of Directors and
Supervisors: To be two per cent (2%)
and the method of distribution is to be
decided by the meeting of Directors;
(3) Employees bonus: To be six per cent
(6%).
Before the above-mentioned legal reserve
reaches the amount of total paid-in capital,
the maximum appropriation of cash
dividends shall not exceed fi fteen percent
(15%) of the total paid-in capital.
Allocation of profi ts as prescribed under
Paragraph 1 above shall be proposed by
the Board of Directors in accordance with
the existing circumstances at the time,
taking into account the future development
plan of the Bank. Any allocation of cash
dividend shall, in principle, be no less than
10% of the total stock interest and stock
dividends to be distributed that year.
The matters not provided for in the Articles Rules governing the organization of the The text amended
of Incorporation of the Bank shall be dealt Bank, and other rules and regulations shall accordingly.
Article 27 with in accordance with the Bank Law, the be separately prescribed by the Board of
Company Law, and other relevant fi nancial Directors.
laws and regulations.
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Section Proposed changes Current Articles Reasons
These Articles of Incorporation were The matters not provided for in the Articles I. The 25th amendment
established on May 14, 1990 and shall be of Incorporation of the Bank shall be dealt is added in Paragraph
effective as of the date on which they are with in accordance with the Bank Law, the a.
approved by the competent authority. Company Law, and other relevant fi nancial II. The transitional
‧ laws and regulations. provision for
Omitted
‧ establishing an Audit Committee should be
※ The Twenty-second amendment
deleted in Paragraph
was made on June 26, 2012 by the
Shareholders’ Meeting. 2.
III. The article amended
※ The Twenty-third amendment was accordingly.
Article 28 made on June 19, 2013 by the
Shareholders’ Meeting.
※ The Twenty-fourth amendment
was made on June 24, 2014 by the
Shareholders’ Meeting.
※ The Twenty- f fth amendment was
made on June 16, 2015 by the
Shareholders’ Meeting.
The amendment of Articles of Incorporation
shall take effect on approval by the
shareholders’ meeting.
These Articles of Incorporation were The articles should be
established on May 14, 1990 and shall be deleted.
effective as of the date on which they are
approved by the competent authority.
‧
Omitted
‧
※ The Twenty-second amendment
was made on June 26, 2012 by the
Shareholders’ Meeting.
※ The Twenty-third amendment was
made on June 19, 2013 by the
Shareholders’ Meeting.
※ The Twenty-fourth amendment
was made on June 24, 2014 by the
Article 29 Shareholders’ Meeting.
The amendment of Articles of Incorporation
shall take effect on approval by the
shareholders’ meeting.
According to Article 14-4 of the
Securities Exchange Act, the Article of
Incorporation regarding the establishment
and regulations of an Audit Committee
should be implemented after the expiry
of the term of the incumbent directors
and supervisors and the election of new
directors and supervisors. The supervisors
and the Articles of Incorporation regarding
supervisors should be repealed on the
establishment date of the Audit Committee.
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Attachment VI

Amendment to the Election Guidelines for Directors and Supervisors of Far Eastern International Bank

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Section Proposed changes Current Articles Reasons
Election Guidelines of Directors of Far Election Guidelines of Directors and Where after the Bank
Eastern International Bank Supervisors of Far Eastern International establishes the Audit
Bank Committee, the provisions
set forth for supervisors
cease to apply. The title of
the Regulations should be
amended to fi t the actual fact.
Article 1 The rules shall apply to the election of The rules shall apply to the election of Where the Bank has
directors of the Bank. directors and supervisors of the Bank. established the Audit
Committee in place of
the supervisor system,
the provisions regarding
supervisors under Articles
1~3. I should be deleted.
In accordance with the
contents under Article IX of
the Referential Specimen of
“Procedures to Elect Directors
and Supervisors of ____ Co.,
Ltd.” be amended in wording
as appropriate.
Article 2 The election of the Bank’s directors The election of the Bank’s directors
shall be on the basis of accumulation of and supervisors shall be on the basis
votes. Ballot of the eligible voter shall of accumulation of votes. Ballot of the
be assigned with code of certifi cate of eligible voter shall be assigned with code
present voter. The ballots to be prepared of certifi cate of present voter. The ballots
by Board of directors shall indicate serial to be prepared by Board of directors shall
number of present voter and the number indicate serial number of present voter
of votes he represented. and the number of votes he represented.
-
Independent directors, non independent
directors and supervisors shall be elected
in the same election, but the ballots shall
be calculated separately and respectively.
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Handbook for 2015 Annual Shareholders’ Meeting

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Section Proposed changes Current Articles Reasons
Article 3 The election of the Bank’s directors and For the seats of the Bank’s Directors
Independent directors shall be elected and Supervisors, the ones winning more
by candidate nomination system in ballots shall be elected to f ll up the seats
accordance with Article 192-1 of Company separately as independent directors, non-
Law and regarding the qualif cation. independent directors and supervisors.
Independent directors, non-independent The election of the Bank’s directors and
directors in accordance with the articles supervisors shall be elected by candidate
of incorporation of the bank and the board nomination system in accordance with
of directors shall be elected in the same Article 192-1 of Company Law and
election, but the ballots shall be calculated regarding the qualif cation, independent
separately and respectively. For the seats condition and other matters, “Regulations
of the Bank’s Directors and Supervisors, Governing Appointment of Independent
the ones winning more ballots shall be Directors and Compliance Matters for
elected to fi ll up the seats separately as Public Companies” and other related laws
independent directors, non-independent and regulations should be followed.
directors and supervisors.
Independent condition and other matters,
“Regulations Governing Appointment of
Independent Directors and Compliance
Matters for Public Companies” and other
related laws and regulations should be
followed.
Article 8 The ballot boxes shall be prepared by the Provide two ballot boxes each for the The wording of Article 8 is
Bank and shall be opened, checked and directors and supervisors, which shall be amended in the light of the
verif ed by ballot monitor in public before opened for ballot count. substantial operation process.
balloting process.
Article 13 Board of Directors shall issue notice of the Board of Directors shall issue notice of the Where the Bank has
elected directors. elected directors and supervisors. established the Audit
Committee in place of
the supervisor system,
the provisions regarding
supervisors should be deleted.
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Attachment VII

Rules Governing the Scope of Powers of Supervisors of Far Eastern International Bank

As last amended on June15, 2011

Article 1 To ensure the normal business operation of this Company and to develop an effective, comprehensive, and robust supervisory system for the supervisors, allowing supervisors to fulfi ll their functions, and for the purpose of strengthening this Company's internal monitoring mechanisms and ensuring sound corporate governance, in order to fulfill the responsibility for safeguarding the rights and interests of this Company and all of its shareholders, these Rules are adopted pursuant to the provisions of Chapter IV of the Corporate Governance BestPractice Principles for TWSE/GTSM Listed Companies.

Article 2 Except as otherwise provided by law or regulation or by the articles of incorporation, the powers and duties of the supervisors of this Company and the matters to be carried out by this Company when the supervisors exercise their powers shall be as set forth in these Rules.

Article 3 The supervisors shall faithfully perform their duties and fulfill the obligation to exercise the due care of a good administrator. They shall maintain a high degree of self-discipline and adopt a prudential attitude in supervising the business and fi nancial conditions of this Company, in order to safeguard the rights and interests of this Company and its shareholders. If in the course of their duties a supervisor violates a law, regulation, or the articles of incorporation, or if a supervisor neglects his or her supervisory duties, thereby causing damage to this Company, the supervisor shall be legally held liable to this Company for damages.

Article 4 A supervisor shall be familiar with the relevant laws and regulations, shall understand the rights, obligations, and duties of the directors of this Company and the respective functions, duties, and operations of each department. Supervisors shall attend meetings of the board of directors to oversee its operation and to state their opinions when appropriate so as to control or discover any irregularity as early as possible. In the exercise of supervisory powers by each respective supervisor, a supervisor that deems it necessary may convene a meeting, in consideration the overall interest of this Company and the shareholders, to exchange opinions with other supervisors, provided that in so

Handbook for 2015 Annual Shareholders’ Meeting

doing the independent exercise of powers by other supervisors is not obstructed. Article 5 The supervisors shall monitor the business operations of this Company, examine its fi nancial and business conditions from time to time, and review its books and records. They may request reports to be presented by the board of directors or any of the managerial offi cers in order to understand the status of performance of their respective duties, and shall attend to the effectiveness and implementation of the internal control system so as to reduce the fi nancial and operational risks of this Company. Article 6 When a meeting of the board of directors is held, each supervisor shall be notifi ed of the meeting in accordance with the provisions of the Regulations Governing Procedure for Board of Directors Meetings of Public Companies, and the meeting notice and suffi cient meeting materials shall be delivered to all supervisors. Article 7 The supervisors shall maintain a high degree of self-discipline; when a proposal put forward at a meeting bears on the personal interest of a supervisor, and such relationship is likely to prejudice the interest of this Company, the supervisor shall enter into recusal. Article 8 Upon discovering any violation of a law or regulation, the articles of incorporation, or a shareholders meeting resolution by the board of directors or by a director in the course of their duties, a supervisor shall immediately notify the board of directors or the director to cease such conduct. Article 9 The supervisors shall thoroughly review and issue a report on the various books and records (including business reports, fi nancial statements, proposals for distribution of earnings or for covering of losses) compiled by the board of directors and presented at shareholders meetings, and shall state their opinion at the shareholder meeting. Article 10 A supervisor may at any time investigate the fi nancial and business conditions of this Company, and the relevant departments in this Company shall provide the books and documents that may be required by the investigation. When reviewing the financial or business conditions of this Company, a supervisor may retain attorneys or accountants on behalf of this Company to perform the review, provided that they shall inform the relevant persons of their confi dentiality obligations. The board of directors or managerial officers shall submit reports at the request of a supervisor and may not for any reason obstruct, evade, or refuse the inspections of the supervisors. When a supervisor performs his or

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her duties, this Company shall provide the necessary assistance in accordance with the needs of the supervisor, and any reasonable expenses required for such assistance shall be borne by this Company.

Article 11 The supervisors shall conduct periodic discussions with the internal auditors regarding their examination of deficiencies in the internal control system, and shall make a record of the discussions. This Company shall establish a channel for communication between its employees, shareholders, and interested parties and the supervisors in order to facilitate the supervisory duties of the supervisors. Upon discovering any misconduct, a supervisor shall take timely measures to curb its expansion, and if necessary shall file a report with the competent authority or relevant regulatory agencies. If any of a TSWE or GTSM listed company's independent directors, general managers, heads of finance, accounting, research and development, or internal audit departments, or CPAs resigns or is removed from their position, the supervisors shall closely investigate the reasons and make necessary recommendations or take necessary measures.

Article 12 It is advisable that this Company, in accordance with the articles of incorporation or the resolution of a shareholders meeting, take out liability insurance for the supervisors with respect to liabilities resulting from the performance of duties during their terms of office, so as to reduce and spread the risk of material damage to the rights and interests of this Company and the shareholders as a result of error or negligence on the part of a supervisor.

Article 13 Upon becoming a supervisor and throughout their term in that position, a supervisor is advised to participate in training courses covering subjects related to corporate governance, such as fi nance, risk management, business, commerce, accounting, law, or corporate social responsibility, offered by the institutions designated in the Directions for the Implementation of Continuing Education for Directors and Supervisors of TWSE Listed and GTSM Listed Companies.

Article 14 These Rules, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

Handbook for 2015 Annual Shareholders’ Meeting

Attachment VIII

Candidate list of the 9th term Board of Directors of Far Eastern International Bank

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Educational Professional Legal Entity
Title Name Current Positions Shareholding Others
Background Background Represent
Director Ms. Ching- Master’s degree Former Professor, Chairman, Far Eastern 8,822,877 Yue Ding None
Ing Hou in Economics, Dept. of Money and International Bank. Industry Co.,
Vanderbilt Banking ,National Ltd.
University, Chengchi University. Director, Southern Taiwan
U.S.A. University of Science and
Chairperson, Taiwan Technology.
BA & Master’s Academy of Banking
degree in and Finance.
Economics,
National Taiwan Supervisor, Far
University. Eastern New Century
Corporation.
Director Mr. Honorary Chairman, Far Chairman, Far Eastern New 5,504,185 None None
Douglas doctorate in Eastern New Century Century Corporation.
Tong Hsu Management, Corporation.
National Chiao Chairman, Asia Cement
Tung University. Corp.
Master degree Chairman, Far Eastern
in University of Department Stores Ltd.
Notre Dame, U. S.
A. Chairman, Far EasTone
Telecommunications Co.,
Master’s degree Ltd.
in Economics,
Columbia Chairman, U-Ming Marine
University. Transport Corp.
Chairman, Orient Union
Chemical Corp.
Vice Chairman, Far Eastern
International Bank.
Director Mr. Shaw BA, Dept. Director & First Director and Foundation 75,712,265 Far Eastern None
Y. of Business Senior Executive Vice Executive of Far Eastern New
Wang Administration, President, Far New Century Corporation. Century
National Chung Eastern New Century Corporation
Hsing University Corporation. Executive Director, Far
Eastern International Bank.
Director, Far Eastern Asset
Management Corp.
Director, Yuan Ze University.
Resident Supervisor, Asia
Cement Corp.
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Educational Professional Legal Entity
Title Name Current Positions Shareholding Others
Background Background Represent
Director Mr. EMBA, Graduate Vice President, Far President, Far Eastern New 75,712,265 Far Eastern None
Humphrey Institute of Eastern New Century Century Corporation. New
Cheng International Corporation. Century
Business, Chairman, Deutsche Far Corporation
National Taiwan Eastern Asset Management
University. Company Limited.
BA, Dept. of Law, Director, Oriental Union
National Chung Chemical Corporation.
Hsing University.
Director, Ding Ding
Integrated Marketing
Service Co.
Resident Supervisor, Far
Eastern International Bank.
Supervisor, Far Eastern
Asset Management Corp.
Director Mr. Tsung- MBA, National CPA, Deloitte & Chairman, DynaPack Corp. 68,044,753 Asia Cement None
Ming Chengchi Touche. Corporation
Chung University. Executive Director, Far
Eastern International Bank.
Independent Director,
Taiwan Mobile Co., Ltd.
Independent Director,
Chroma Ate Inc.
Director, Unity Opto
Technology Co., Ltd.
Supervisor, Chien Kuo
Construction Co., Ltd.
Director Dr. Shi- Ph.D., University Founding Dean, Independent Director, 68,044,753 Asia Cement None
Chun Hsu of Michigan, College of Gintech Energy Corp. Corporation
U.S.A. Management,
National Independent Director,
Taiwan University. Happy Lemon International
Former Chairman, Limited.
Bank of Kaohsiung.
Director, Faraday
Technology Corp.
Director, Far Eastern
Electronic Toll Collection Co,
Ltd.
Supervisor, Far East
International Bank.
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Handbook for 2015 Annual Shareholders’ Meeting

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Educational Professional Legal Entity
Title Name Current Positions Shareholding Others
Background Background Represent
Director Mr. Eli BA, Dept. of Former Vice Director and President, Far 20,172,349 Ta Chu None
Hong Economics, President, Citi bank, East International Bank. Chemical
National Chung N.A., Taipei Branch. Fiber Co.,
Hsing Former Executive Director, Far Eastern Asset Ltd.
University. Vice President, Management Corp.
International Bank
Business of Taipei. Director, Deutsche Far
Administration Eastern Asset Management
of University of Company Limited.
Virginia, U.S.A.
Supervisor, Far EasTone
Harvard Business Telecommunications Ltd.
School of Harvard
University, U.S.A.
Director Dr. Min- Ph.D., Ohio State Former Dept. Independent Director, 67,995,784 U-Ming None
Teh University, U.S.A. Chairman of Finance, JMicron Technology Marine
Yu National Central Corporation. Transport
University. Corp
Director, Far East
Former President, International Bank.
Providence
University. Professor, Graduate School
of Finance, National Chiao
Former Professor, Tung University.
Dept. of Finance,
National Taiwan
University.
Former Advisor,
Asian Development
Bank.
Independent Mr. Ben C. Master’s degree Former Lecturer, Independent Director, Far 0 None None
Director B. Chang in Statistics, National Chengchi East International Bank.
National University and Fu Jen
Chengchi Catholic University. Independent Director,
University. Pegatron Corp.
Former Executive
Director, Hotung Independent Director,
Investment Holdings Kinsus Interconnect
Limited. Technology
Corp.
Former General
Manager, Hotung Independent Director of
International Co., Scientech Corporation
Ltd. Director, Polytronics
Technology Corp.
Former Executive
Vice President, China Director, Topology Research
Development Inc.
Industrial Bank.
Supervisor, Dynapack Corp.
Supervisor, Pegavision Corp.
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Educational Professional Legal Entity
Title Name Current Positions Shareholding Others
Background Background Represent
Independent Mr. Bing MBA, Harvard Former Vice Independent Director, Far 0 None None
Director Shen Business School, President and East International Bank.
U.S.A. Executive Director,
Morgan Stanley. Independent Director of Far
Eastern New Century
Former Executive Corporation.
Vice President,
China Development Director and Chairman of
Industrial Bank. the Corporate Governance
Committee of CTCI
Former President Corporation.
of CDIB & Partners
Investment Holding.
Independent Susan S. Master’s degree Chairperson, Bank of Chairperson, Smart Catch 0 None None
Director Chang in International Taiwan. International Co., Ltd.
Economics,
National Taiwan Chairperson, Taiwan Former Advisor, The Bankers
University. Financial Holding Co., Association of The Republic
Ltd. of China.
BA, Dept. of
Economic, Managing Former Advisor, Taiwan
National Taiwan Chairperson, Securities Association.
University Financial Supervisory
Commission.
Administrative
Deputy Minister,
Ministry of Finance.
Vice Deputy Minister,
National Treasury
Administration ,MOF.
Department of
Economic Research,
Council for Economic
Planning And
Development.
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Handbook for 2015 Annual Shareholders’ Meeting

Attachment IX

Current shareholding of Directors and Supervisors

Book closure date: 18 April 2015

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Name of persons or Representatives Number of Percentage of
Position
companies appointed shares held shares held
Chairperson Yu Ding Industrial Co., Ltd. Ching-Ing Hou 8,822,877 0.31%
Vice Chairman Douglas Tong Hsu - 5,504,185 0.19%
Independent
Director, Ben C.B. Chang - 0 0
Managing Director
Oriental Union Chemical Shaw Y. Wang 50,339,676 1.76%
Executive Director
Corp. Tsung-Ming Chung 50,339,676 1.76%
Ta Juh Chemical Fiber Co.,
Eli Hong 20,172,349 0.70%
Ltd.
Director
Thomas Chou 68,044,753 2.38%
Asia Cement Corp.
Min-Teh Yu 68,044,753 2.38%
Independent Bing Shen - 0 0
Director
The combined shareholding of all directors on the book closure date 152,883,840 5.34%
The minimum required combined shareholding of all directors by law 68,683,831 2.40%
Resident Far Eastern New Century
Humphrey Cheng 75,712,265 2.65%
Supervisor Corp.
Far Eastern New Century
Shi-Chun Hsu 75,712,265 2.65%
Corp.
Supervisor
YDT Technology
Linin Day 2,533,746 0.09%
International Company.
The combined shareholding of all supervisors on the book closure date 78,246,011 2.74%
The minimum required combined shareholding of all supervisors by law 6,868,383 0.24%
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Note: The holdings of individual representatives are excluded from total shareholding calculations.

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Attachment X

Impact of the Stock Dividend Distribution on Operating Results, Earnings per Share and Shareholders ’ Return on Investment

Not applicable.

Handbook for 2015 Annual Shareholders’ Meeting

Attachment XI

Information about employee bonus and remuneration to Directors and Supervisors

The 2014 Earnings Distribution was resolved by the Board of Directors on March 20, 2015. The information regarding employee bonus, remuneration to directors and supervisors is as follows:

(1) Out of earnings distribution, NT$174,882,474 is for employee bonus (in stocks) and NT$58,294,158 is for remuneration to directors and supervisors.
(2) If the approved distribution amount of employee bonus and remuneration to directors and supervisors is different from the estimated amount in the expense accrual year, the amount of difference, reasons, and adjustment actions should be disclosed: Not applicable.
Note: The information is disclosed according to the rule issued by Financial Supervisory Commission (the Gin-Guan-Jheng-Shen-Zi No. 1010059296 Order) on 28 December 2012.

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GENERAL INFORMATION

I Articles of Incorporation of Far Eastern International Bank

Chapter I. General Provisions

Article 1

The purpose of this Bank is to support the government policy of fi nancial internationalization and liberalization and to promote the development of domestic economy and industry. The Bank shall be named FAR EASTERN INTERNATIONAL BANK CO., LTD. and be incorporated as a Company Limited by Shares in accordance with the Bank Law and the Company Law of the Republic of China.

The English name of the Bank is to be FAR EASTERN INTERNATIONAL BANK.

Article 2

The head office of the Bank shall be located in Taipei, Taiwan, the Republic of China. Whenever deemed necessary to facilitate or promote business, the Bank may establish suborganizations in any appropriate locations both at home and abroad.

Chapter II. Business of the Bank

Article 3

The business of the Bank shall be categorized as H101021 Commercial Banking Industry.

Article 3-1

The scope of business of the Bank shall be as follows:

(1) To accept check deposits;
(2) To accept demand deposits;
(3) To accept time deposits;
(4) To provide short or long term loans;
(5) To accept discounted notes;
(6) To invest in government bonds, short term bills, corporate bonds and fi nancial bonds;
(7) To engage in domestic and foreign remittance;
(8) To accept commercial bill of exchange;
(9) To issue local and foreign letters of credit;
(10) To engage in local and foreign guarantee service;
(11) To act as a collecting and paying agent;

Handbook for 2015 Annual Shareholders’ Meeting

(12) To act as agent for selling government bonds, treasury bills, corporate bonds and company stocks;
(13) To engage in credit card business;
(14) To engage in custodial and warehousing business;
(15) To engage in safe boxes leasing business;
(16) To buy and sell foreign cash and traveler’s check;
(17) To provide guarantee service to export foreign exchange transaction, import foreign exchange transaction, general incoming and outgoing remittance, foreign exchange deposits, foreign exchange loans, and foreign exchange guaranteed payment;
(18) To provide foreign exchange collateralized account service;
(19) To engage in derivative financial products business to the approval of the central competent authority;
(20) To provide factoring service subject to the approval of the central competent authority;
(21) To issue fi nancial bonds;
(22) To underwrite the issuance of corporate bonds;
(23) To provide the services as designated by the provisions of Trust Business Law;
(24) To engage in the securities business (to buy and sell securities as an agent);
(25) To sell gold bars, gold coins, and silver coins as an agent;
(26) To provide agent’s service related to the above-mentioned business or subject to the approval of the central competent authority;
(27) To engage in other related business subject to the approval of the central competent authority.

Chapter III. Shares

Article 4

The total authorized capital of the Bank is to be Thirty Five Billion New Taiwan Dollars (NT$45,000,000,000), Three billion and Five Hundred Million (4,500,000,000) common shares with a par value of Ten New Taiwan Dollars (NT$10) per share, which may be partially issued, from time to time, by the Board of Directors under authorization.

Issuance of Preferred Stock shall not exceed the amount described above.

Article 4-1

The Bank has issued Series A Registered Preferred Stock. The rights, obligations, and other important terms and conditions are listed as follows:

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Should there be surplus after the closing of annual accounts, the Bank shall pay all taxes and make up the loss of the previous years in compliance with the law. Should there be further surplus, legal reserve and special reserve shall be retained in compliance with the law and the relevant provisions of the Articles of Incorporation. After that, the remaining surplus together with the unallocated surplus of the last year shall first be paid for the dividends of the current year and the unpaid dividends of the previous years on the Series A Preferred Stock.
The dividends of Series A Preferred Stock shall be marked up based on the fi xed interest rate of the one-year time deposit issued by the Chunghwa Post Co., Ltd. The mark-up shall be limited up to 4% per annum and calculated based on the actual selling price. After the books of accounts are recognized in the yearly Shareholders’ Meeting, the Board of Directors shall separately set a standard date for paying such dividends.
The payment of the dividends of Series A Preferred Stock of the current year shall be calculated based on the actual issuing days from the issue date in proportion to the days of the total year. The issue date means the standard date of capital increase. The payment of the dividends in the redemption year shall thus be calculated based on the actual issuing days in proportion to the days of that total year.
Should there be no surplus after the closing of the annual accounts, or should the surplus be insuffi cient for the payment of the dividends of Series A Preferred Stock of the current year, or should the payment of the dividends of Series A Preferred Stock result in the falling of the capital adequacy ratio of the Bank below the minimum requirement prescribed by the law or the competent authority and the payment of dividends be thus suspended, such insufficient portion of dividends shall be accumulated and be paid in priority order in the later years with surplus.
The remaining assets of the Bank shall be distributed to the holders of the Series A Preferred Stock in preference to the holders of the Common Stock provided, however, that such distribution shall not exceed the total issuing value and any dividends owed.
The holders of the Series A Preferred Stock shall have no voting and election rights in the Shareholders’ Meeting; but they shall have the right to be elected to be directors or supervisors.
Except the right of receive the dividends as provided in Sub-paragraph 2 of this Paragraph, the holders of the Series A Preferred Stock shall have no right to the distribution of the cash or capital set aside from the surplus and capital surplus, available to the holders of the Common Stock.

Handbook for 2015 Annual Shareholders’ Meeting

In case of the issuing of new stock by the Bank due to capital increase, the holders of the Series A Preferred Stock shall have the same pre-emptive right to purchase the new stock like the holders of the Common Stock.
Commencing from the second day of the third anniversary from the issue date of the Series A Preferred Stock, except during the time when the transfer of shares is suspended in accordance with the law, the holders of the Series A Preferred Stock shall have the right, at any time, to convert the Series A Preferred Stock, in full or in part, into shares of Common Stock of the Bank at the conversion rate of one-to-one. The rights and obligations of the Common Stock so converted shall be the same as those of the other original Common Stock.
Should any shares of the Series A Preferred Stock be converted into shares of the Common Stock before the standard date of distribution of dividends, the holders shall not have the right to the distribution of the dividends of Preferred Stock in the current and following years. However, the outstanding dividends of such Series A Preferred Stock in the previous years shall still be paid, in priority order, in the same year or the following years.
The Series A Preferred Stock shall be perpetual without maturity date. Commencing from the second day of the fi fth anniversary of the issue date, if permitted by the law and the competent authority, the Bank may, at any time, redeem, at the actual issuing price, the whole or a part of the Series A Preferred Stock in circulation. Should the Bank fail to redeem the Series A Preferred Stock before the fifth anniversary of the issue date, an additional one percent per annum shall be increased to its dividends commencing from the second day of the fi fth anniversary of the issue date.

The Board of the Directors shall be authorized to prescribe the dividend rate of the Series A Preferred Stock at the actual issue date according to the conditions of the current capital market and subject to the restrictions as provided in the Sub-paragraph 2 of the preceding Paragraph.

Article 5

The share certifi cate of the Bank shall be numbered, bearing the joint signatures or seals of three Directors, and issued only after it is duly underwritten in accordance with the Law.

The shares issued by the Bank need not be witnessed by printed share certifi cate but shall be registered with a securities central depository institution; and at the time of issuing new shares, the Bank may print a share certifi cate witnessing the total shares so issued but shall arrange to safe-keep such share certifi cate at a securities central depository institution.

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At the request of any securities central depository institution, the Bank may re-issue share certifi cates witnessing large number of shares in exchange for those certifi cates witnessing small number of shares.

The Bank may issue special shares certifi cates.

If the Bank wishes to merge with another company, matters relating to such merger need not be decided by the resolution of special shareholders’ meeting.

Article 6

Any matter relating to share transactions of the Bank shall be handled in accordance with ‘the Regulation Governing the Handling of Share Transactions by Publicly Traded Companies’ and other relevant laws and regulations.

Article 7

Registration of transfer of a share certifi cate shall be suspended within sixty (60) days prior to a regular shareholders’ meeting, or thirty (30) days prior to a special shareholders’ meeting, or fi ve (5) days prior to the date set for distributing dividends, bonuses, or other benefi ts.

Chapter IV. Shareholders’ Meetings

Article 8

Meetings of shareholders of the Bank are of two kinds, namely: regular meetings of shareholders and special meetings of shareholders. Unless otherwise defined in the laws and regulations, the meetings ard called by the Board of Directors according to law. A regular meeting of shareholders shall be called by the board of directors within six months after the conclusion of each business year. A special meeting of shareholders may be called by the law whenever they deem it necessary.

Article 9

Notice of a regular meeting of shareholders shall be given to each shareholder and publicly announced thirty (30) days prior to the date of meeting. Notice of a special meeting of shareholders shall be given to each shareholder and publicly announced fi fteen (15) days prior to the date of meeting. The notice shall state the time, place, and the reasons for calling the meeting.

Article 10

Unless otherwise provided in the Company Law, a quorum of the meeting of shareholders shall consist of shareholders holding more than half the total outstanding shares issued

Handbook for 2015 Annual Shareholders’ Meeting

by the Bank, resolutions of shareholders shall be made by a majority vote of shareholders present in person.

Article 11

The powers of the meeting of shareholders shall be as follows:

(1) To prescribe and amend the Articles of Incorporation;
(2) To elect the directors and supervisors;
(3) To review the books prepared by the board of directors and the supervisors’ reports;
(4) To review proposals governing the increase or decrease of the share capital of the Bank;
(5) To distribute profi t or make up the defi cit;
(6) To resolve on any other important matters or those as provided in the Company Law.

Article 12

When the shareholder is unable to attend the Shareholders’ Meeting, the entrusted deputy may attend the meeting and exercise the shareholder’s rights according to Article 177 of the Company Act. The entrusted deputy is not the shareholder only.

Unless the Company Law provides otherwise, the designation of a proxy by any shareholder shall be subject to the ‘Regulation Governing the Attendance by Proxy of Shareholders’ Meetings of Publicly Traded Companies’.

Article 13

Unless the Company Law or the Articles of Incorporation of the Bank should provide otherwise, the meetings of shareholders shall be presided over in accordance with the Rules of Proceedings for Meetings of Shareholders of the Bank.

Article 14

The resolutions at the Shareholder’s Meeting shall be documented in the Meeting minutes. The Meeting minutes shall be signed or stamped by the Chairman and the resolutions shall be exercised according to Article 183 of the Company Act.

Chapter V. Board of Directors, Supervisors and Managers

Article 15

The Bank shall have nine (9) to fi fteen (15) Directors, and three (3) to fi ve (5) Supervisors, all to be elected among the shareholders with capacity at a shareholders’ meeting. The

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directors shall include not less than two Independent Directors, and not less than one-fi fth of the director seats shall be held by the Independent Directors. A candidate nomination system shall be adopted for the election of Directors and Supervisors. The shareholders shall elect the Directors and Supervisors from the list of candidates of Directors and Supervisors. Any matters relating to nomination shall be handled in accordance with Article 192-1 of the Company Act and the relevant laws and regulations.

The Bank’s Audit Committee is organized by all independent directors in accordance with the provisions of the Securities Exchange Act. Members of the Audit Committee, the exercise of authorities, and other binding matters are processed in accordance with the governing law or the organizational regulations. The organic regulation of the Audit Committee is separately prescribed by the Board of Directors.

The number of total shares owned by the Directors and the Supervisors shall be prescribed in accordance with the ‘Regulation Governing the Shareholding Percentage of Directors and Supervisors and its Verifi cation of Publicly Traded Companies’.

Article 16

The tenure in offi ce of the Directors and Supervisors shall be three (3) years. All Directors and Supervisors are eligible for re-election.

Article 17

Three to five Managing Directors shall be elected by and from among the Directors. The Managing Directors shall include not less than one Independent Director, and not less than one-fi fth of the Managing Director seats shall be held by Independent Directors. The Chairman and Vice Chairman of the Board of Directors shall be elected by and from among the Managing Directors. Directors and Managing Directors shall form the Board of Directors and the Board of Managing Directors respectively.

The Board of Managing Directors shall carry out the functions of the Board of Directors while the Board of Directors is in recess. A Resident Supervisor shall be elected by and from among the Supervisors.

One to Two Executive Directors shall be elected by and from among the Board of Directors. The Executive Directors shall attend meetings of the Board of Managing Directors but shall not vote.

Article 18

The Chairman of the Board of Directors shall externally represent the Bank and internally preside over the shareholders’ meetings, the meetings of the Board of Directors, and the

Handbook for 2015 Annual Shareholders’ Meeting

meetings of the Board of Managing Directors. If, for temporary leave or other reasons, the Chairman is unable to exercise his powers, the Vice Chairman of the Board of Directors shall act on his behalf; and if the Vice Chairman likewise is unable to exercise his powers, the Chairman of the Board may designate one Managing Director to act on his behalf. In the absence of such designation, the Managing Directors or Directors shall elect one among themselves to exercise these powers.

Article 19

Regular meetings of the Board of Directors shall be convened once every three (3) months with invitation of presence by the Supervisors; and meetings of the Board of Managing Directors may convene from time to time.

In calling a meeting of the board of directors, a notice setting forth therein the subject(s) to be discussed at the meeting shall be given to each director and supervisor no later than 7 days prior to the scheduled meeting date by means of personal delivery, fax, electronic mail, or postal delivery; however, in the case of emergency, the meeting may be convened at any time by the same means of notice as provided above.

If a Director is unable to attend the meeting, he may appoint another Director to act on his behalf at the meeting in accordance with the law.

The preparation and distribution of the minutes of meeting of the Board of Directors may be effected by means of electronic transmission.

Article 20

The Power of the Board of Directors shall be as follows:

(1) To review and approve any corporate rules or regulations;
(2) To review and approve business plan;
(3) To propose as to the increase or decrease of capital;
(4) To decide as to whether to establish, to revoke, or to change any of the branches and/or representative offi ces of the Bank;
(5) To review important contracts;
(6) To prepare and compile budgets and settlement of accounts;
(7) To decide as to whether to buy or sell real estates;
(8) To propose as to the appropriation of profi ts or surplus;
(9) To review and approve big loan applications and important businesses;
(10) To Review and approve the appointment and dismissal of officers and managers of
Finance, Accounting, Risk Management, Legal Compliance, and Internal Audit;

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(11) To review and approve the appointment and dismissal of each department head of both the administrative and business units.
(12) To review matters assigned by the Chairman of the Board of Directors and the proposals submitted by the President;
(13) To carry out the resolutions of the shareholders’ meeting;
(14) To perform any other functions as may be prescribed by laws and regulations.

Article 21

The Powers of the Supervisors shall be as follows :

(1) To investigate and review as to the status of the business and fi nancial conditions of the Bank.
(2) To audit the books of accounts, documents and fi nancial statements;
(3) To check the inventory;
(4) To supervise the performance of the employees and expose malfeasance or dereliction on the part of the employees.
(5) To perform any other functions as may be prescribed by laws and regulation.

Article 22

The Board of Directors shall be authorized to resolve on the remunerations of the directors and supervisors based on their contribution to the operation of the Bank and the comparable level as offered by the other companies in the same trade.

Article 23

The Bank’s management includes President, Executive Vice Presidents, Heads of Business Unit, Deputy Executive Vice Presidents, Department Heads (Managers and Offi cers), and Branch Managers.

The Bank shall appoint: a President to manage the overall business of the Bank in accordance with the policy adopted by the Board of Directors; and a number of managers at all levels are appointed to assist the President. Besides, the Bank shall also appoint one Chief Auditor to manage the overall auditing matters of the Bank. Appointment and dismissal of the above-mentioned personnel shall be approved by a majority vote of the Directors present at a Meeting of Board of Directors.

Chapter VI. Accounting

Article 24

The fi scal year of the Bank shall be from January 1st to December 31st, and based on the

Handbook for 2015 Annual Shareholders’ Meeting

calendar years of the Republic of China. There shall be two accounting periods in a year. June 30 shall be the settling date for the 1st period and December 31 that for the second period. At the end of the fi scal year, an annual settlement of accounts shall be conducted.

Article 25

For the purpose of settling the accounts of the Bank, the Board of Directors shall prepare a report on operations, fi nancial statements, and proposals for distribution of net profi ts or for covering of losses, and present them to the Supervisor for examination thirty (30) days prior to the regular meeting of shareholders. The Supervisor shall prepare a report and present it to the regular meeting of shareholders for acceptance.

The above-mentioned statements and the supervisor’s report shall be kept at the Bank, ten (10) days prior to the regular meeting of shareholders, for the inspection by the shareholders; and such shall be reported to the competent authority and the Central Bank for reference within fi fteen (15) days after the regular meeting of shareholders.

Article 26

In case of net profi ts after settlement of accounts for each fi scal year, the Bank shall fi rst pay up all necessary taxes and recover all the losses incurred in the previous years, if any, before setting aside a legal reserve of thirty per cent (30%) of the net profit and appropriating, according to law and regulations, a special surplus reserve. The remaining amount together with the accumulated retained profi ts of the last year shall fi rst be distributed to the dividends of Preferred Stock. After having had certain portion set aside based on the condition of operation, the remaining dividends shall be appropriated as follows:

(1) Dividends of shareholders: To be ninety-two per cent (92%) and equally distributed to the shareholders according to their share-holding; but in case of capital increase the dividends distributable on the newly increased shares of the year shall be decided by the resolution of a shareholders’ meeting;

(2) Remuneration of Directors and Supervisors: To be two per cent (2%) and the method of distribution is to be decided by the meeting of Directors;
(3) Employees bonus: To be six per cent (6%).

Before the above-mentioned legal reserve reaches the amount of total paid-in capital, the maximum appropriation of cash dividends shall not exceed fi fteen percent (15%) of the total paid-in capital.

Allocation of profi ts as prescribed under Paragraph 1 above shall be proposed by the Board of Directors in accordance with the existing circumstances at the time, taking into

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account the future development plan of the Bank. Any allocation of cash dividend shall, in principle, be no less than 10% of the total stock interest and stock dividends to be distributed that year.

Chapter VII. Supplemental Provisions

Article 27

Rules governing the organization of the Bank, and other rules and regulations shall be separately prescribed by the Board of Directors.

Article 28

The matters not provided for in the Articles of Incorporation of the Bank shall be dealt with in accordance with the Bank Law, the Company Law, and other relevant fi nancial laws and regulations.

Article 29

These Articles of Incorporation were established on May 14, 1990 and shall be effective as of the date on which they are approved by the competent authority.

※ The fi rst amendment was made, on December 9, 1991, by the Promoters’ Meeting.

※ The second amendment was made, on May 21, 1993, by the Shareholders’ Meeting.

※ The third amendment was made, on May 19, 1995, by the Shareholders’ Meeting.

※ The fourth amendment was made, on May 22, 1996, by the Shareholders’ Meeting.

※ The Fifth Amendment was made on May 21, 1997, by the Shareholders’ Meeting.

※ The Sixth amendment was made on May 20, 1998, by the Shareholders’ Meeting.

※ The Seventh amendment was made on May 19, 1999, by the Shareholders’ Meeting.

※ The Eighth amendment was made on April 28, 2000, by the Shareholders’ Meeting.

※ The Ninth amendment was made on May 11, 2001, by the Shareholders’ Meeting.

※ The Tenth amendment was made on June 5, 2002, by the Shareholders’ Meeting. ※ The Eleventh amendment was made on May 29, 2003 by the Shareholders’ Meeting.

※ The Twelfth amendment was made on April 16, 2004 by the Shareholders’ Meeting.

※ The Thirteenth amendment was made on June 27, 2006 by the Shareholders’ Meeting. ※ The Fourteenth amendment was made on June 20, 2007 by the Shareholders’ Meeting. ※ The Fifteenth amendment was made on June 20, 2007 by the Shareholders’ Meeting. ※ The Sixteenth amendment was made on June 6, 2008 by the Shareholders’ Meeting.

※ The Seventeenth amendment was made on June 6, 2008 by the Shareholders’ Meeting. ※ The Eighteenth amendment was made on June 10, 2009 by the Shareholders’ Meeting.

Handbook for 2015 Annual Shareholders’ Meeting

※ The Nineteenth amendment was made on June 10, 2009 by the Shareholders’ Meeting.
※ The Twentieth amendment was made on June 21, 2010 by the Shareholders’ Meeting.
※ The Twenty-fi rst amendment was made on June 15, 2011 by the Shareholders’ Meeting.
※ The Twenty-second amendment was made on June 26, 2012 by the Shareholders’ Meeting.
※ The Twenty-third amendment was made on June 19, 2013 by the Shareholders’ Meeting.
※ The Twenty-fourth amendment was made on June 24, 2014 by the Shareholders’ Meeting.

The amendment of Articles of Incorporation shall take effect on approval by the shareholders’ meeting.

According to Article 14-4 of the Securities Exchange Act, the Article of Incorporation regarding the establishment and regulations of an Audit Committee should be implemented after the expiry of the term of the incumbent directors and supervisors and the election of new directors and supervisors. The supervisors and the Articles of Incorporation regarding supervisors should be repealed on the establishment date of the Audit Committee.

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II Rules Governing the Conduct of Shareholders ’ Meeting of Far Eastern International Bank

As last amended on June 24, 2014

Article 1 The shareholders’ meeting of the Company shall be held according to the rules herein.

Article 2 The location for shareholders’ meeting shall be the Company’s place of business or a place convenient for attendance by shareholders (or by proxies) that is suitable to holding of this meeting. The meeting shall be held between 9:00AM and 3:00PM.

The meeting notice of the shareholders’ meeting shall state the registration time, location and other important information. The aforesaid registration time shall start at least thirty minutes before the beginning of the meeting. The registration desk shall be featured with clear instructions and competent staffs.

When convening shareholders’ meeting, the Company shall incorporate electronic vote casting as one of the alternative ways to cast the vote, and the procedure of electronic casting shall be written in the notice of shareholders’ meeting. Shareholders who vote via electronic casting is deemed as presented in person. With respect to extemporary motions, amendments of the original proposals, and substitute proposals raised in the shareholders’ meeting, those who vote via electronic casting shall be considered as abstain.

Shareholders (or proxies) shall attend shareholders’ meeting based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification. Shareholders (or proxies) when attending the meeting shall hand in sign-in cards. Number of shareholders in attendance shall be calculated based on the number of attending shares, which equals to the sum of number of shares shown on the signed attended forms and the number of voting shares via electronic casting.

The Company may appoint lawyers, accountants or related personnel to attend the shareholders’ meeting.

The personnel in charge of handling the affaires of the meeting shall wear identifi cation badge or armband.

For a shareholders’ meeting convened by the board of directors, the chairman of the board of directors shall preside at the meeting. If the chairman of the board of directors is on leave or unable to exert the rights, the vice-chairman of the board

Handbook for 2015 Annual Shareholders’ Meeting

of directors shall preside instead. If the position of vice-chairman is vacant or the vice-chairman is on leave or unable to exert the rights, the chairman of the board of directors shall designate a director to preside at the meeting. If no director is so designated, the chairman of the meeting shall be elected by the board of directors from among themselves. When a director serves as chairman, the director shall be one who has held that position for six months or more and who understands the fi nancial and business conditions of the Bank. The same shall be true for a representative of a juristic person director that serves as chairman. For a shareholders’ meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting; if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.

The complete processes of the meeting shall be recorded by voice and video recorders and all the records shall be kept by the Company for a minimum period of at least one year. If a shareholder fi les a lawsuit pursuant to Article 189 of the Company Law, the video and audio records shall be retained until the conclusion of the litigation.

Article 3 The chairperson shall announce starting of the meeting when the attending shareholders (or proxies) represent more than half of the total shares issued in public. The chairperson may announce postponement of meeting if the legal quorum is not present after the designated meeting time. Such postponement is limited to two times and the aggregated postponed time shall not exceed one hour. If quorum is still not present after two postponements but the attending shareholders (or proxies) represent more than one third of the total shares issued in public, tentative resolution/s may be passed with respect to ordinary resolution/ s by a majority of those present.

After proceeding with the aforesaid tentative resolutions, the chairperson may put the tentative resolutions for re-voting over the meeting if and when the shares represented by the attending shareholders (or proxies) reached the legal quorum.

Article 4 If the shareholders’ meeting is convened by the board of directors, the agenda shall be designated by the board of directors. The meeting shall proceed in accordance with the designated agenda and shall not be amended without resolutions.

If the meeting is convened by person, other than the board of directors, having

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the convening right, the provision set out in the preceding paragraph shall apply mutatis mutandis.

Except with shareholders’ resolution, the chairperson shall not declare adjournment of the meeting before the fi rst two matters set out in the agendas (including extemporary motions) are concluded. During the meeting, if the chairperson declares adjournment of the meeting in violation of the preceding rule, a new chairperson may be elected by a resolution passed by majority of the attending shareholders to continue the meeting.

When the meeting is adjourned by resolution, the shareholders shall not elect another chairperson to continue the meeting at the same location or another venue.

Article 5 The shareholders (or proxies) shall complete statement slip setting out the number of his/her attendance card, name and statement brief before speaking, and the chairperson will designate the order in which each person is to speak during the session.

No statement will be considered to have been made if the shareholder (or proxies) merely completes the statement slip without speaking at the meeting. If there are any discrepancies between the content of the statement slip and the speech made, the statement to be adopted shall be the statement confi rmed.

Article 6 Any proposal for the agendas shall be submitted in written form. Except for the proposals set out in the agenda, any proposal by the shareholders (or proxies) to amend, substitute or to initiate extemporary motions with respect to the original proposal shall be seconded by other shareholders (or proxies). The same rule shall apply to any proposal to amend the agenda and motion to adjourn the meeting. The shares represented by the proponents and the seconders shall reach 100,000.
Article 7 The explanation of proposal shall be limited to 5 minutes. The statement of inquiry and reply shall be limited to 3 minutes per person. The time may be extended for 3 minutes with the chairperson’s permission.
The chairperson may restrain shareholders (or proxies) from speaking if that shareholders (or proxies) speak overtime, speak beyond the allowed frequency or content of the speech is beyond the scope of the proposal. When a shareholder (or proxy) is speaking, other shareholder (or proxy) shall not interrupt without consent of the chairperson and the speaking shareholder (or proxy). Any

Handbook for 2015 Annual Shareholders’ Meeting

		disobedient of the preceding rule shall be prohibited by the chairperson. Article 15
		of this meeting rule shall apply if the disobedient do not follow the chairperson’s
		instructions.
Article	8	For the same proposal, each person shall not speak more than 2 times.
		When a juristic person is a shareholder, only one representative shall be
		appointed to attend the meeting.
		If more than two representatives were appointed to attend the meeting, only one
		representative is allowed to speak.
Article	9	After speaking by the attending shareholder (or proxy), the chairperson may reply
		in person or assign relevant off cer to reply.
		Over the proposal discussion, the chairperson may conclude the discussion in a
		timely manner and where necessary announce discussion is closed.
Article	10	For proposal in which discussion has been concluded or closed, the chairperson
		shall submit it for voting.
		No discussion or voting shall proceed for matters unrelated to the proposal.
		The personnel responsible for overseeing and counting of the votes for
		resolutions shall be appointed by the chairperson with the consent of the
		shareholders (or proxies). The person responsible for vote overseeing shall be of
		the shareholder status.
Article	11	In regards to the resolution of proposals, unless otherwise provided for in the
		relevant law and regulation or Company’s articles of incorporation, resolution
		shall be passed by a majority of the voting rights represented by the shareholders
		(or proxies) attending the meeting.
		The proposal for a resolution shall be deemed approved if no objection expressed
		by shareholders casting their votes via electronic casting, and if the chairperson
		inquires and receives no objection from shareholders in attendance in person.
		The validity of such approval has the same effect as if the resolution has been
		put to vote.
		Should objection of a proposal be expressed, such proposal shall be put to vote.
		All proposals may be put to vote one after the other by its sequence, or may
		be put to vote together and numbers of votes for each proposal are counted
		separately. Whichever way of the voting procedures shall be decided by the
		chairperson.
		If there are amendments or substitute proposals for the same proposal, the

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sequence of which to be put to vote shall be decided by the chairperson. If one of the two proposals has been approved, the other shall be deemed rejected without requirement to put it to vote.

The results of voting and election shall be announced after the vote calculation on the spot and kept for records.

Article 12 During the meeting, the chairperson may at his/her discretion declare time for break.

Article 13 The meeting shall be adjourned if encountering an air-raid alarm during the meeting. The meeting shall resume one hour after the alarm is lifted.

Article 14 The chairperson may maintain the meeting order by instructing the security guards. The security guards shall wear the armband for identification when helping maintaining the venue order.

Article 15 The shareholders (or proxies) shall obey the instructions of the chairperson and security guards in terms of maintaining the order. The chairperson or security guards may exclude the persons disturbing the shareholders’ meeting from the meeting.

Article 16 For matters not governed by the rules specified herein, shall be governed according to Company Law, Securities Exchange Act and the other related laws and regulations.

Article 17 The regulations will be implemented with the approval of the Preparatory Commission. The amendment of the regulations will be implemented after it is resolved in the shareholders’ meeting.

Handbook for 2015 Annual Shareholders’ Meeting

III Election Guidelines for Directors and Supervisors of Far Eastern International Bank

As last amended on June 19, 2013

Article 1 The rules shall apply to the election of directors and supervisors of the Bank.
Article 2 The election of the Bank’s directors and supervisors shall be on the basis of accumulation of votes. Ballot of the eligible voter shall be assigned with code of certifi cate of present voter. The ballots to be prepared by Board of directors shall indicate serial number of present voter and the number of votes he represented. Independent directors, non-independent directors and supervisors shall be elected in the same election, but the ballots shall be calculated separately and respectively.
Article 3 For the seats of the Bank’s Directors and Supervisors, the ones winning more ballots shall be elected to fi ll up the seats separately as independent directors, non-independent directors and supervisors.
The election of the Bank’s directors and supervisors shall be elected by candidate nomination system in accordance with Article 192-1 of Company Law and regarding the qualifi cation, independent condition and other matters, “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and other related laws and regulations should be followed.
Article 4 In the beginning of the election, the chairman shall designate two canvassers and two tally clerks to carry out relevant missions. The canvassers shall be limited to shareholders of the Bank.

Article 5 The canvasser shall perform the following missions:

(1) Prior to casting of votes, open the vote box to the participants and have a seal attached onto the cover of box.
(2) Maintain good order for vote casting and prevent any negligence or irregularities in voting.
(3) Upon completion of voting, remove the seal from box cover, take out the ballots and count the number of ballots.
(4) Check to see if there are any invalid votes and have the valid votes hand over to tally clerk.
(5) Conduct supervision over the votes recorded by tally clerk and votes won by the eligible directors/supervisors.
Article 6 Where a candidate is a natural person, the voters shall expressly enter the

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candidate’s account name and shareholder account number on the ballots if he is a shareholder, and shall expressly enter the candidate’s name and ID document number on the ballots if he is not a shareholder.

Where a candidate is a government or a corporate shareholder, other than the shareholder account number, the voters may enter as well the name of the government or a corporate shareholder and name of representative. In case of several representatives, the names of representatives shall be entered.

Article 7 A ballot is null and void if:

(1) Not in the ballot form as required under the Regulations.
(2) Bearing two or more candidates on a same ballot.
(3) Remaining blank bearing no entries from the vote.
(4) Bearing entries not satisfactory to Article 6 or bearing other irrelevant wording.
(5) Bearing vague, illegible wording.
(6) Bearing a candidate who proves nonconforming in qualifi cations.

Article 8 Provide two ballot boxes each for the directors and supervisors, which shall be opened for ballot count.

Article 9 After all ballots are cast into ballot box, the canvasser shall join the tally clerk in opening of ballot box.

Article 10 The canvasser shall supervise over the count of ballots of tally clerk.

Article 11 In case of any doubts about the ballots, the canvasser shall be requested to conduct a verifi cation to see the validity of the ballots. The invalid ballots shall be segregated from the valid ones and be certified as invalid ballots by the canvasser after having counted number of ballots and the voting rights.

Article 12 According to results of the votes, the canvasser shall conduct a check on the valid ballots and invalid ballots and produce a record indicating the number of valid ballots and voting rights, the invalid ballots and the voting rights and then the chairman shall announce the names of the elected Directors and Supervisors.

Article 13 Board of Directors shall issue notice of the elected directors and supervisors. Article 14 These guidelines shall become effective upon having been approved by meeting of shareholders and the same provision shall also apply to revision thereto.

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台北市敦化南路二段207號26.27樓 26.27/F 207 Tun Hwa S.Road,Sec.2,Taipei Tel:(02)2378-6868 Fax:(02)2377-9000 Swift Code : FEINTWTP http://www.feib.com.tw

AI assistant

FEIB — AGM Information 2015

52204_rns_2015-06-26_7404eddd-ba43-47f9-92a9-58c46f241c48.pdf

Contents

Far Eastern International Bank (FEIB) 2015 Annual Shareholders’ Meeting

(Translation)

Meeting Agenda

Chairperson takes the position

Chairperson makes remarks

Reports (Non-Voting Items)

Items for Acceptance (Voting Items)

Discussions and Election (Voting Items)

Questions and Motions (Voting Items)

Meeting adjourned

Reports (Non-Voting Items)

2. 2014 Financial Statements

Items for Acceptance (Voting Items)

1. 2014 Business Report and Financial Statements

2. 2014 Earnings Distribution Proposal

Discussions and Election (Voting Items)

1. Proposal for issuing new shares by capitalization of shareholder and employee

bonus

4. Amendment to the Election Guidelines for Directors and Supervisors of Far

Eastern International Bank

5. Amendment to the Procedures of Asset Acquisition or Disposal of Far Eastern

International Bank

6. Cancelation of the Rules Governing the Scope of Powers of Supervisors of Far

Eastern International Bank

Explanatory Notes:

iv. Please vote FOR the proposal.

7. Election of the 9th term Board of Directors

8. Release of non-competition binding to Directors

Questions and Motions (Voting Items)

Meeting adjourned

Attachment I

2014 Business report

Operating Results

B. Credit Card

2. Business Overview

3. Ratings

5. Structural Changes

Operating Goals

Attachment II

Independent auditors ’ report & 2014 Financial Statements

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

FAR EASTERN INTERNATIONAL BANK LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

FAR EASTERN INTERNATIONAL BANK LTD.

BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

FAR EASTERN INTERNATIONAL BANK LTD.

BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

FAR EASTERN INTERNATIONAL BANK LTD.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

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

FEIB AGM Information 2015